EXHIBIT (g)
CUSTODY AGREEMENT
This AGREEMENT, dated as of August 7, 2002, between XXXXXXX
INVESTMENTS, a Massachusetts business trust (the "Trust"), and U.S. BANK, N.A. a
national banking association (the "Custodian").
The Trust desires that the Securities and cash of each Fund (as
defined) be held and administered by the Custodian pursuant to this Agreement.
The Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Custodian
represents that it is a bank having the qualifications prescribed in Section
26(a)(1) of the 1940 Act. Therefore, in consideration of the mutual agreements
herein made, the Trust and the Custodian hereby agree as follows:
Article I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1.1. "Authorized Person" means any Officer or other person duly authorized
by resolution of the Board of Trustees to give Oral Instructions and Written
Instructions on behalf of the Fund and named in Exhibit A hereto or in such
resolutions of the Board of Trustees, certified by an Officer, as may be
received by the Custodian from time to time.
1.2. "Board of Trustees" means the Trustees from time to time serving under
the Trust's Declaration of Trust, as from time to time amended.
1.3. "Book-Entry System" means a federal book-entry system as provided in
Subpart O of Treasury Circular Xx. 000, 00 XXX 306, in Subpart B of 31 CFR Part
350, or in such book-entry regulations of federal agencies as are substantially
in the form of such Subpart O.
1.4. "Business Day" means any day recognized as a day on which Securities
are traded by the New York Stock Exchange, Inc. and any other day on which the
Trust computes the net asset value of Shares of the Fund.
1.5. "Country Risk" means all factors reasonably related to the systemic
risk of holding Foreign Assets in a particular country including, but not
limited to, such country's political environmental, economic and financial
infrastructure (including any Eligible Securities Depository operating in the
country), prevailing or developing custody and settlement practices, and laws
and regulations applicable to the safekeeping and recovery of Foreign Assets
held in custody in that country.
1.6. "Eligible Foreign Custodian" has the meaning set forth in Rule
17f-5(a)(1), including a majority-owned or indirect subsidiary or a U.S. Bank
(as defined in Rule 17f-5), a bank holding company meeting the requirements of
an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other
appropriate action of the U.S. Securities and Exchange Commission (the "SEC"),
or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 0000 Xxx)
meeting the
requirements of a custodian under Section 17(f) of the 1940 Act; the term does
not include any Eligible Securities Depository.
1.7. "Eligible Securities Depository" has the meaning set forth in Rule
17f-7(b)(1).
1.8. "Foreign Assets" means any of the Funds' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Funds'
transactions in such investments.
1.9. "Foreign Custody Manager" has the meaning set forth in Rule
17f-5(a)(3).
1.10. "Foreign Securities System" means an Eligible Securities Depository
listed on Schedule C hereto.
1.11. "Foreign Sub-Custodian" means a foreign banking institution serving as
an Eligible Foreign Custodian.
1.12. "Fund" means any of the separate portfolios established by the Trust
from time to time and as to which the Trust and the Custodian have agreed to
have the Custodian act in such capacity with respect to the assets of a Fund. As
of the date hereof, the Funds for which the Custodian shall act as a custodian
are named on Exhibit B hereto.
1.13. "Fund Custody Account" means any of the accounts in the name of the
Trust, which is provided for in Section 3.2 below.
1.14. "NASD" means The National Association of Securities Dealers, Inc.
1.15. "Officer" means the Chairman, President, any Vice President, any
Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer,
or any Assistant Treasurer of the Trust.
1.16. "Oral Instructions" means instructions orally transmitted to and
accepted by the Custodian because such instructions are: (i) reasonably believed
by the Custodian to have been given by an Authorized Person, (ii) recorded and
kept among the records of the Custodian made in the ordinary course of business;
and (iii) orally confirmed by the Custodian. The Trust shall cause all Oral
Instructions to be confirmed by Written Instructions prior to the end of the
next Business Day. If such Written Instructions confirming Oral Instructions are
not received by the Custodian prior to a transaction, it shall in no way affect
the validity of the transaction or the authorization thereof by the trust. If
Oral Instructions vary from the Written Instructions, which purport to confirm
them, the Custodian shall notify the Trust of such variance but such Oral
Instructions will govern unless the Custodian has not yet acted.
1.17. "Proper Instructions" means Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.
1.18. "Securities Depository" means The Depository Trust Company and
(provided that Custodian shall have received a copy of a resolution of the Board
of Trustees, certified by an Officer, specifically approving the use of such
clearing agency as a depository for a Fund) any
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other clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Securities and Exchange Act of 1934 as amended (the
"1934 Act"), which acts as a system for the central handling of Securities where
all Securities of any particular class or series of an issuer deposited within
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of the Securities.
1.19. "Securities" shall include, without limitation, common and preferred
stocks, bonds, call options, put options, debentures, notes, bank certificates
of deposit, bankers' acceptances, mortgage-backed securities or other
obligations, and any certificates, receipts, warrants or other instruments or
documents representing rights to receive, purchase or subscribe for the same, or
evidencing or representing any other rights or interests therein, or any similar
property or assets that the Custodian has the facilities to clear and to
service.
1.20. "Shares" means, with respect to each Fund, the units of beneficial
interest issued by the Trust on account of that Fund.
1.21. "Written Instructions" means (i) written communications actually
received by the Custodian and signed by an Authorized Person, or (ii)
communications by telex or any other such system from one or more persons
reasonably believed by the Custodian to be Authorized Persons, or (iii)
communications between electro-mechanical or electronic devices provided that
the use of such devices and the procedures for the use thereof shall have been
approved by resolutions of the Board of Trustees, a copy of which, certified by
an Officer, shall have been delivered to the Custodian.
Article II
APPOINTMENT OF CUSTODIAN;
CUSTODIAN AS FOREIGN CUSTODY MANAGER
2.1. Appointment and Acceptance. The Trust hereby constitutes and appoints
the Custodian as custodian of all Securities and cash owned by or in the
possession of each Fund at any time during the period of this Agreement. The
Custodian hereby accepts appointment as such custodian and agrees to perform the
duties thereof as hereinafter set forth. The following documents, including any
amendments thereto, will be provided contemporaneously with the execution of
this Agreement to the Custodian by the Trust:
(a) A copy of the Trust's Declaration of Trust certified by the
Secretary or Assistant Secretary of the Trust;
(b) A copy of the By-Laws of the Trust certified by the Secretary
or Assistant Secretary of the Trust;
(c) A copy of the resolution of the Board of Trustees of the Trust
appointing the Custodian, certified by the Secretary;
(d) A copy of the then current Prospectus of the Trust; and
(e) A certification of the President and Secretary of the Trust
setting forth the names and signatures of the current Officers
of the Trust and other Authorized Persons.
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2.2. Notice of Appointment of Dividend and Transfer Agent. The Trust
agrees to notify the Custodian in writing of the appointment, termination or
change in appointment of any dividend and transfer agent of the Trust.
2.3. The Custodian as Foreign Custody Manager. The Trust, by resolution
adopted by its Board of Trustees (the "Board"), hereby delegates to the
Custodian, subject to Rule 17f-5(b), the responsibilities set forth in this
Section 2.3 with respect to Foreign Assets of the Funds held outside the United
States, and the Custodian hereby accepts such delegation as Foreign Custody
Manager with respect to the Funds.
(a) Countries Covered. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below
only with respect to the countries and custody arrangements for each
such country listed on Exhibit C hereto, which list may be amended from
time to time by the Trust by an authorized person with the agreement of
the Foreign Custody Manager. The Foreign Custody Manager shall list on
Exhibit C the Eligible Foreign Custodians selected by the Foreign
Custody Manager to maintain the assets of the Funds, which list of
Eligible Foreign Custodians may be amended from time to time in the
sole discretion of the Foreign Custody Manager. Upon the receipt by the
Foreign Custody Manager of Proper Instructions to open an account or to
place or maintain Foreign Assets in a country listed on Exhibit C, and
the fulfillment by the Trust, on behalf of the Funds, of the applicable
account opening requirements for such country, the Foreign Custody
Manager shall be deemed to have been delegated by the Board on behalf
of the Funds responsibility as Foreign Custody Manager with respect to
that country and to have accepted such delegation. Execution of this
Agreement by the Trust shall be deemed to be a Proper Instruction to
open an account, or to place or maintain Foreign Assets, in each
country listed on Exhibit C in which the Custodian has previously
placed or currently maintains Foreign Assets pursuant to the terms of a
contract with an Eligible Foreign Custodian. Following the receipt of
Proper Instructions directing the Foreign Custody Manager to close the
account of a Fund with the Eligible Foreign Custodian selected by the
Foreign Custody Manager in a designed country, the delegation by the
Board on behalf of the Fund to the Custodian as Foreign Custody Manager
for that country shall be deemed to have been withdrawn and the
Custodian shall immediately cease to be the Foreign Custody Manger of
the Fund with respect to that country. The Foreign Custody Manager may
withdraw its acceptance of delegated responsibilities with respect to a
designated country upon written notice to the Trust. Thirty days (or
such longer period to which the parties agree in writing) after receipt
of any such notice by the Trust, the Custodian shall have no further
responsibility in its capacity as Foreign Custody Manager to the Trust
with respect to the country as to which the Custodian's acceptance of
delegation is withdrawn.
(b) Scope of Delegated Responsibilities.
(i) Selection of Eligible Foreign Custodians. Subject
to the provisions of this Section 2.3, the Foreign Custody
Manager may place and maintain the Foreign Assets in the care
of the Eligible Foreign Custodian selected by the Foreign
Custody Manager in each country listed on Exhibit C, as
amended from time to time. In performing its delegated
responsibilities as Foreign Custody Manager to
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place or maintain Foreign Assets with an Eligible Foreign
Custodian, the Foreign Custody Manager shall determine that
the Foreign Assets will be subject to reasonable care, based
on the standards applicable to custodians in the country in
which the Foreign Assets will be held by that Eligible Foreign
Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the
factors specified in Rule 17f-5(c)(1).
(ii) Contracts With Eligible Foreign Custodians. The
Foreign Custody Manager shall determine that the contract
governing the foreign custody arrangements with each Eligible
Foreign Custodian selected by the Foreign Custody Manager will
satisfy the requirements of Rule 17f-5(c)(2).
(iii) Monitoring. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign
Custodian selected by the Foreign Custody Manger, the Foreign
Custody Manager shall establish a system to monitor in
accordance with Rule 17f-5(c)(3), (A) the appropriateness of
maintaining the Foreign Assets with such Eligible Foreign
Custodian and (B) the contract governing the custody
arrangements established by the Foreign Custody Manager with
the Eligible Foreign Custodian. In the event the Foreign
Custody Manager determines that the custody arrangements with
an Eligible Foreign Custodian it has selected are no longer
appropriate, the Foreign Custody Manager shall notify the
Board and the Fund's duly appointed manager in accordance with
Section 2.3(d).
(c) Guidelines for the Exercise of Delegated Authority. For
purposes of this Section 2.3, the Board shall be deemed to have
considered and determined to accept such Country Risk as is incurred by
placing and maintaining the Foreign Assets in each country for which
the Custodian is serving as Foreign Custody Manager of the Trust.
(d) Reporting Requirements. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another
eligible Foreign Custodian by providing to the Board and the Trust's
adviser an amended Exhibit C at the end of the calendar quarter in
which an amendment to such Trust's adviser has occurred. The Foreign
Custody Manager shall make written reports notifying the Board and the
Trust's adviser of any other material change in the foreign custody
arrangements of the Funds described in this Section 2.3 after the
occurrence of the material change.
(e) Standard of Care as Foreign Custody Manager. In performing the
responsibilities delegated to it, the Foreign Custody Manager agrees to
exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management
investment companies registered under the 1940 Act would exercise.
(f) Representation with Respect to Rule 17f-5. The Foreign Custody
Manager represents to the Fund that it is a U.S. Bank as defined in
Rule 17f-5(a)(7). The Fund represents to the Custodian that the Board
has determined that it is reasonable for the
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Board to rely on the Custodian to perform the responsibilities
delegated pursuant to this Contract to the Custodian as the Foreign
Custody Manager of the Funds.
(g) Effective Date and Termination of the Custodian as Foreign
Custody Manager. The Board's delegation to the Custodian as Foreign
Custody Manager of the Funds shall be effective as of the date hereof
and shall remain in effect until terminated at any time, without
penalty, by written notice from the terminating party to the
non-terminating party. Termination will become effective thirty (30)
days after receipt by the non-terminating party of such notice. The
provisions of Section 2.3(a) hereof shall govern the delegation to and
termination of the Custodian as Foreign Custody Manager of the Funds
with respect to designated countries.
2.4. Eligible Securities Depositories. The Custodian shall (a) provide the
Board and the Fund's duly appointed manager with an analysis of the custody
risks associated with maintaining assets with the Eligible Securities
Depositories set forth on Exhibit C hereto in accordance with Rule
17f-7(a)(1)(i)(A) and (b) monitor such risks on a continuing basis, and promptly
notify the Board and the Trust's adviser of any material change in such risks,
in accordance with Rule 17f-7(a)(1)(i)(B). The risk analysis provided by the
Custodian may include consideration of the following, as deemed appropriate and
relevant by the Custodian: a depository's expertise and market reputation, the
quality of its services, its financial strength (including the level of
settlement guarantee funds, collateral requirements, lines of credit, or
insurance as compared with participants' daily settlement obligations), any
insurance or indemnification arrangements, the extent and quality of regulation
and independent examination of the depository, its standing in published
ratings, its internal controls and other procedures for safeguarding
investments, and any related legal protections. The Custodian agrees to exercise
reasonable care, prudence and diligence in performing the duties set forth in
this Section.
Article III
CUSTODY OF CASH AND SECURITIES
3.1. Segregation. All Securities and non-cash property held by the Custodian
for the account of a Fund (other than Securities maintained in a Securities
Depository or Book-Entry System) shall be physically segregated from other
Securities and non-cash property in the possession of the Custodian and shall be
identified as subject to this Agreement.
3.2. Fund Custody Accounts. As to each Fund, the Custodian shall open and
maintain in its trust department a custody account in the name of the Trust
coupled with the name of that Fund, subject only to draft or order of the
Custodian, in which the Custodian shall enter and carry all Securities, cash and
other assets of such Fund which are delivered to it.
3.3. Delivery of Assets to Custodian. The Trust shall deliver, or cause to
be delivered, to the Custodian all of each Fund's Securities, cash and other
assets, including (a) all payments of income, payments of principal and capital
distributions received by each Fund with respect to such Securities, cash or
other assets owned by each Fund at any time during the period of this Agreement,
and (b) all cash received by each Fund for the issuance, at any time during such
period, of Shares. The Custodian shall not be responsible for such Securities,
cash, or other assets until actually received by it.
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3.4. Securities Depositories and Book-Entry Systems. The Custodian
may deposit and/or maintain Securities of a Fund in a Securities Depository or
in a Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of a Fund in any Securities
Depository or Book-Entry System, the Trust shall deliver to the
Custodian a resolution of the Board of Trustees, certified by an
Officer, authorizing and instructing the Custodian on an on-going basis
to deposit in such Securities Depository or Book-Entry System all
Securities eligible for deposit therein and to make use of such
Securities Depository or Book-Entry System to the extent possible and
practical in connection with its performance hereunder, including,
without limitation, in connection with settlements of purchases and
sales of Securities, loans of Securities, and deliveries and returns of
collateral consisting of Securities.
(b) Securities of a Fund kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account") of the
Custodian in such Book-Entry System or Securities Depository which
includes only assets held by the Custodian as a fiduciary, custodian or
otherwise for customers.
(c) The records of the Custodian with respect to Securities of a
Fund maintained in a Book-Entry System or Securities Depository shall,
by book-entry, identify such Securities as belonging to such Fund.
(d) If Securities purchased by a Fund are to be held in a
Book-Entry System or Securities Depository, the Custodian shall pay for
such Securities upon (i) receipt of advice from the Book-Entry System
or Securities Depository that such Securities have been transferred to
the Depository Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the account
of such Fund. If Securities sold by a Fund are held in a Book-Entry
System or Securities Depository, the Custodian shall transfer such
Securities upon (i) receipt of advice from the Book-Entry System or
Securities Depository that payment for such Securities has been
transferred to the Depository Account, and (ii) the making of an entry
on the records of the Custodian to reflect such transfer and payment
for the account of a Fund.
(e) The Custodian shall provide the Trust with copies of any
report (obtained by the Custodian from a Book-Entry System or
Securities Depository in which Securities of the Fund are kept) on the
internal accounting controls and procedures for safeguarding Securities
deposited in such Book-Entry System or Securities Depository.
(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Trust for any
loss or damage to a Fund resulting (i) from the use of a Book-Entry
System or Securities Depository by reason of any negligence or willful
misconduct on the part of the Custodian or any Foreign Sub-Custodian or
any of its or their employees, or (ii) from failure of the Custodian or
any such Foreign Sub-Custodian to enforce effectively such rights as it
may have against a Book-Entry System or Securities Depository. At its
election, the Trust shall be subrogated to the rights of the Custodian
with respect to any claim against a Book-Entry System or Securities
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Depository or any other person from any loss or damage to a Fund
arising from the use of such Book-Entry System or Securities
Depository, if and to the extent that a Fund has not been made whole
for any such loss or damage.
3.5. Disbursement of Moneys from Fund Custody Account. Upon receipt of
Proper Instructions, the Custodian shall disburse moneys from a Fund Custody
Account, but only in the following cases:
(a) For the purchase of Securities for a Fund, but only in
accordance with Section 5.1 of this Agreement and only (i) in the case
of Securities (other than options on Securities, futures contracts and
options on futures contracts), against the delivery to the Custodian
(or any Foreign Sub-Custodian) of such Securities registered as
provided in Section 3.8 below or in proper form for transfer, or if the
purchase of such Securities is effected through a Book-Entry System or
Securities Depository, in accordance with the conditions set forth in
Section 3.4 above; (ii) in the case of options on Securities, against
delivery to the Custodian (or such Foreign Sub-Custodian) of such
receipts as are required by the customs prevailing among dealers in
such options; (iii) in the case of futures contracts and options on
futures contracts, against delivery to the Custodian (or such Foreign
Sub-Custodian) of evidence of title thereto in favor of a Fund or any
nominee referred to in Section 3.8 below; and (iv) in the case of
repurchase or reverse repurchase agreements entered into between the
Trust and a bank which is a member of the Federal Reserve System or
between the Trust and a primary dealer in U.S. Government securities,
against delivery of the purchased Securities either in certificate form
or through an entry crediting the Custodian's account at a Book-Entry
System or Securities Depository with such Securities;
(b) In connection with the conversion, exchange or surrender, as
set forth in Section 3.6,
(c) For the payment of any dividends or capital gain distributions
declared by the Fund;
(d) In payment of the redemption price of Shares as provided in
Section 6.1 below;
(e) For the payment of any expense or liability incurred by a
Fund, including but not limited to the following payments for the
account of a Fund: interest; taxes; administration, investment
advisory, accounting, auditing, transfer agent, custodian, trustee and
legal fees; and other operating expenses of a Fund; in all cases,
whether or not such expenses are to be in whole or in part capitalized
or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-dealer registered
under the 1934 Act and a member of the NASD, relating to compliance
with rules of The Options Clearing Corporation and of any registered
national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection
with transactions by a Fund;
(g) For transfer in accordance with the provision of any agreement
among the Trust, the Custodian, and a futures commission merchant
registered under the Commodity
8
Exchange Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any contract market (or any similar
organization or organizations) regarding account deposits in connection
with transactions by a Fund;
(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including the
Custodian), which deposit or account has a term of one year or less;
and
(i) For any other proper purpose, but only upon receipt, in
addition to Proper Instructions, of a copy of a resolution of the Board
of Trustees, certified by an Officer, specifying the amount and purpose
of such payment, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom such payment is to be
made.
3.6. Delivery of Securities from Fund Custody Account. Upon receipt of
Proper Instructions, the Custodian shall release and deliver Securities from the
Fund Custody Account but only in the following cases:
(a) Upon the sale of Securities for the account of a Fund but
only against receipt of payment therefor in cash, by certified or
cashiers check or bank credit;
(b) In the case of a sale effected through a Book-Entry System
or Securities Depository, in accordance with the provisions of Section
3.4 above;
(c) To an offeror's depository agent in connection with tender or
other similar offers for Securities of a Fund; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the
name of a Fund, the Custodian or any Foreign Sub-Custodian, or of any
nominee or nominees of any of the foregoing, or (ii) for exchange for a
different number of certificates or other evidence representing the
same aggregate face amount or number of units; provided that, in any
such case, the new Securities are to be delivered to the Custodian;
(e) To the broker selling Securities, for examination in
accordance with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan or merger,
consolidation, recapitalization, reorganization or readjustment of the
issuer of such Securities, or pursuant to provisions for conversion
contained in such Securities, or pursuant to any deposit agreement,
including surrender or receipt of underlying Securities in connection
with the issuance or cancellation of depository receipts; provided
that, in any such case, the new Securities and cash, if any, are to be
delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase or
reverse repurchase agreement entered into by a Fund;
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(h) In the case of warrants, rights or similar Securities, upon
the exercise thereof, provided that, in any such case, the new
Securities, and cash, if any, are to be delivered to the Custodian;
(i) For delivery in connection with any loans of Securities of a
Fund, but only against receipt of such collateral as the Trust shall
have specified to the Custodian in Proper Instructions;
(j) For delivery as security in connection with any borrowings by
a Fund requiring a pledge of assets by the Trust, but only against
receipt by the Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Trust;
(l) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-dealer registered
under the 1934 Act and a member of the NASD, relating to compliance
with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar organization
or organizations) regarding escrow or other arrangements in connection
with transactions by the Fund;
(m) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian, and a futures commission
merchant registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading Commission
and/or any contract market (or any similar organization or
organizations) regarding account deposits in connection with
transactions by the Fund; or
(n) For any other proper corporate purpose, but only upon receipt,
in addition to Proper Instructions, of a copy of a resolution of the
Board of Trustees, certified by an Officer, specifying the Securities
to be delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper corporate purpose,
and naming the person or persons to whom delivery of such Securities
shall be made.
3.7. Actions Not Requiring Proper Instructions. Unless otherwise
instructed by the Trust, the Custodian shall with respect to all Securities held
for a Fund:
(a) Subject to Section 8.4 below, collect on a timely basis all
income and other payments to which a Fund is entitled either by law or
pursuant to custom in the securities business;
(b) Present for payment and, subject to Section 8.4 below, collect
on a timely basis the amount payable upon all Securities which may
mature or be called, redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of a Fund, checks, drafts
and other negotiable instruments;
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(d) Surrender interim receipts or Securities in temporary form for
Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the federal income tax laws or the laws
or regulations of any other taxing authority now or hereafter in
effect, and prepare and submit reports to the Internal Revenue Service
("IRS") and to the Trust at such time, in such manner and containing
such information as is prescribed by the IRS;
(f) Hold for a Fund, either directly or, with respect to
Securities held therein, through a Book-Entry System or Securities
Depository, all rights and similar securities issued with respect to
Securities of the Fund; and
(g) In general, and except as otherwise directed in Proper
Instructions, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with Securities and assets of a Fund.
3.8. Registration and Transfer of Securities. All Securities held for a Fund
that are issued or issuable only in bearer form shall be held by the Custodian
in that form, provided that any such Securities shall be held in a Book-Entry
System if eligible therefor. All other Securities held for the Fund may be
registered in the name of such Fund, the Custodian, or any Foreign
Sub-Custodian, or in the name of any nominee of any of them, or in the name of a
Book-Entry System, Securities Depository or any nominee of either thereof. The
Trust shall furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in the
name of any of the nominees hereinabove referred to or in the name of a
Book-Entry System or Securities Depository, any Securities registered in the
name of a Fund.
3.9. Records.
(a) The Custodian shall maintain, complete and accurate records
with respect to Securities, cash or other property held for each Fund,
including (i) journals or other records of original entry containing an
itemized daily record in detail of all receipts and deliveries of
Securities and all receipts and disbursements of cash; (ii) ledgers (or
other records) reflecting (A) Securities in transfer, (B) Securities in
physical possession, (C) monies and Securities borrowed and monies and
Securities loaned (together with a record of the collateral therefor
and substitutions of such collateral), (D) dividends and interest
received, and (E) dividends receivable and interest receivable; and
(iii) canceled checks and bank records related thereto. The Custodian
shall keep such other books and records of the Fund as the Trust shall
reasonably request, or as may be required by the 1940 Act, including,
but not limited to, Section 31 of the 1940 Act and Rule 31a-2
promulgated thereunder.
(b) All such books and records maintained by the Custodian shall
(i) be maintained in a form acceptable to the Trust and in compliance
with rules and regulations of the Securities and Exchange Commission,
(ii) be the property of the Trust and at all times during the regular
business hours of the Custodian be made available upon request for
11
inspection by duly authorized officers, employees or agents of the
Trust and employees or agents of the Securities and Exchange
Commission, and (iii) if required to be maintained by Rule 31a-1 under
the 1940 Act, be preserved for the periods prescribed in Rule 31a-2
under the 0000 Xxx.
3.10. Fund Reports by Custodian. The Custodian shall furnish the Trust with a
daily activity statement and a summary of all transfers to or from each Fund
Custody Account on the day following such transfers. At least monthly and from
time to time, the Custodian shall furnish the Trust with a detailed statement of
the Securities and moneys held by the Custodian and the Foreign Sub-Custodians
for the Fund under this Agreement.
3.11. Other Reports by Custodian. The Custodian shall provide the Trust with
such reports, as the Trust may reasonably request from time to time, on the
internal accounting controls and procedures for safeguarding Securities, which
are employed by the Custodian or any Foreign Sub-Custodian.
3.12. Proxies and Other Materials. The Custodian shall cause all proxies
relating to Securities which are not registered in the name of a Fund, to be
promptly executed by the registered holder of such Securities, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Trust such proxies, all proxy soliciting materials and
all notices relating to such Securities.
3.13. Information on Corporate Actions. The Custodian shall promptly deliver
to the Trust all information received by the Custodian and pertaining to
Securities being held by a Fund with respect to optional tender or exchange
offers, calls for redemption or purchase, or expiration of rights as described
in the Standards of Service Guide attached as Exhibit B. If the Trust desires to
take action with respect to any tender offer, exchange offer or other similar
transaction, the Trust shall notify the Custodian at least five Business Days
prior to the date on which the Custodian is to take such action. The Trust will
provide or cause to be provided to the Custodian all relevant information for
any Security which has unique put/option provisions at least five Business Days
prior to the beginning date of the tender period.
Article IV
PROPERTY HELD OUTSIDE OF THE UNITED STATES
4.1. Holding Securities. The Custodian shall identify on its books as
belonging to the Funds the foreign securities held by each Foreign Sub-Custodian
or Foreign Securities System. The Custodian may hold foreign securities for all
of its customers, including the Funds, with any Foreign Sub-Custodian in an
account that is identified as belonging to the Custodian for the benefit of its
customers, provided however, that (i) the records of the Custodian with respect
to foreign securities of the Funds which are maintained in such account shall
identify those securities as belonging to the Funds and (ii), to the extent
permitted and customary in the market in which the account is maintained, the
Custodian shall require that securities so held by the Foreign Sub-Custodian be
held separately from any assets of such Foreign Sub-Custodian or of other
customers of such Foreign Sub-Custodian.
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4.2. Foreign Securities Systems. Foreign securities shall be maintained
in a Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such
country.
4.3. Transactions in Foreign Custody Account.
(a) Delivery of Foreign Assets. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the Funds
held by the Custodian or such Foreign Sub-Custodian, or in a Foreign
Securities 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:
(i) upon the sale of such foreign securities for the Fund
in accordance with commercially reasonable market practice in
the country where such foreign securities are held or traded,
including, without limitation: (A) delivery against
expectation of receiving later payment; or (B) in the case of
a sale effected through a Foreign Securities System, in
accordance with the rules governing the operation of the
Foreign Securities System;
(ii) in connection with any repurchase agreement related
to foreign securities;
(iii) to the depository agent in connection with tender or
other similar offers for foreign securities of the Funds;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
(v) to the issuer thereof, or its agent, for transfer
into the name of the Custodian (or the name of the respective
Foreign Sub-Custodian or of any nominee of the Custodian or
such Foreign Sub-Custodian) or for exchange for a different
number of bonds, certificates or other evidence representing
the same aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents
for examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-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 Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii) 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;
(viii) in the case of warrants, rights or similar foreign
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;
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(ix) for delivery as security in connection with any
borrowing by the Funds requiring a pledge of assets by the
Funds;
(x) in connection with trading in options and futures
contracts, including delivery as original margin and variation
margin;
(xi) in connection with the lending of foreign securities;
and
(xii) for any other purpose, but only upon receipt of
Proper Instructions specifying the foreign securities to be
delivered and naming the person or persons to whom delivery of
such securities shall be made.
(b) Payment of Fund Monies. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out,
monies of a Fund in the following cases only:
(i) upon the purchase of foreign securities for the Fund,
unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor
(or an agent for such seller or dealer) against expectation of
receiving later delivery of such foreign securities; or (B) in
the case of a purchase effected through a Foreign Securities
System, in accordance with the rules governing the operation
of such Foreign Securities System;
(ii) in connection with the conversion, exchange or
surrender of foreign securities of the Fund;
(iii) for the payment of any expense or liability of the
Fund, including but not limited to the following payments:
interest, taxes, investment advisory fees, transfer agency
fees, fees under this Agreement, legal fees, accounting fees,
and other operating expenses;
(iv) for the purchase or sale of foreign exchange or
foreign exchange contracts for the Fund, including
transactions executed with or through the Custodian or its
Foreign Sub-Custodians;
(v) in connection with trading in options and futures
contracts, including delivery as original margin and variation
margin;
(vi) for payment of part or all of the dividends received
in respect of securities sold short;
(vii) in connection with the borrowing or lending of
foreign securities; and
(viii) for any other purpose, but only upon receipt of
Proper Instructions specifying the amount of such payment and
naming the person or persons to whom such payment is to be
made.
14
(c) Market Conditions. Notwithstanding any provision of this
Agreement to the contrary, settlement and payment for Foreign Assets
received for the account of the Funds and delivery of Foreign Assets
maintained for the account of the Fund may be effected in accordance
with the customary established securities trading or processing
practices and procedures in the country or market in which the
transaction occurs, including, without limitation, delivering Foreign
Assets to the purchaser thereof or to a dealer therefor (or an agent
for such purchaser or dealer) with the expectation of receiving later
payment for such Foreign Assets from such purchaser or dealer. The
Custodian shall provide to the Board and the Trust's adviser the
information with respect to custody and settlement practices in
countries in which the Custodian employs a Foreign Sub-Custodian.
4.4. Registration of Foreign Securities. The foreign securities maintained
in the custody of a Foreign Sub-Custodian (other than bearer securities) shall
be registered in the name of the applicable Fund or in the name of the Custodian
or in the name of any Foreign Sub-Custodian or in the name of any nominee of the
foregoing, and the Trust on behalf of such Fund agrees to hold any such nominee
harmless from any liability as a holder of record of such foreign securities.
The Custodian or a Foreign Sub-Custodian shall not be obligated to accept
securities on behalf of a Fund under the terms of this Contract unless the form
of such securities and the manner in which they are delivered are in accordance
with reasonable market practice.
4.5. Bank Accounts. The Custodian shall identify on its books as belonging
to the Trust cash (including cash denominated in foreign currencies) deposited
with the Custodian. Where the Custodian is unable to maintain, or market
practice does not facilitate the maintenance of, cash on the books of the
Custodian, a bank account or bank accounts shall be opened and maintained
outside the United States on behalf of a Fund with a Foreign Sub-Custodian. All
accounts referred to in this Section shall be subject only to draft or order by
the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to
the terms of this Amendment to hold cash received by or from or for the account
of the Fund. Cash maintained on the books of the Custodian (including its
branches, subsidiaries and affiliates), regardless of currency denomination, is
maintained in bank accounts established under, and subject to the laws of the
State of Ohio.
4.6. Collection of Income. The Custodian shall use reasonable commercial
efforts to collect all income and other payments with respect to the Foreign
Assets held hereunder to which the Funds shall be entitled and shall credit such
income, as collected, to the applicable Trust. In the event that extraordinary
measures are required to collect such income, the Trust and the Custodian shall
consult as to such measures and as to the compensation and expenses of the
Custodian relating to such measures.
4.7. Shareholder Rights. With respect to the foreign securities held
pursuant to this Article IV, the Custodian will use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may exist
in the country where such securities are issued. The Funds acknowledges that
local conditions, including lack of regulation, onerous procedural obligations,
lack of notice and other factors may have the effect of severely limiting the
ability of the Fund to exercise shareholder rights.
15
4.8. Communications Relating to Foreign Securities. The Custodian shall
transmit promptly to the Trust written information with respect to materials
received by the Custodian via the Foreign Sub-Custodians from issuers of the
foreign securities being held for the account of the Funds (including, without
limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Trust written
information with respect to materials so received by the Custodian from issuers
of the foreign securities whose tender or exchange is sought or from the party
(or its agents) making the tender or exchange offer. The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or power
in connection with foreign securities or other property of the Funds at any time
held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is
in actual possession of such foreign securities or property and (ii) the
Custodian receives Proper Instructions with regard to the exercise of any such
right or power, and both (i) and (ii) occur at least three business days prior
to the date on which the Custodian is to take action to exercise such right or
power.
4.9. Liability of Foreign Sub-Custodian. Each agreement pursuant to which
the Custodian employs a Foreign Sub-Custodian shall require the Foreign
Sub-Custodian to exercise reasonable care in the performance of its duties, and,
to the extent possible, to indemnify, and hold harmless, the Custodian from and
against any loss, damage, cost, expense, liability or claim arising out of or in
connection with the Foreign Sub-Custodian's performance of such obligations. At
the Trust's election, the Funds 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 Funds have not been made whole for any such loss, damage,
cost, expense, liability or claim.
4.10. Tax Law. The Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Trust, the Funds or the
Custodian as custodian of the Funds by the tax law of the United States or of
any state or political subdivison thereof. It shall be the responsibility of the
Fund to notify the Custodian of the obligations imposed on the Trust with
respect to the Funds or the Custodian as custodian of the Funds by the tax law
of countries other than those mentioned in the above sentence, including
responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Trust with respect to any claim for exemption
or refund under the tax law of countries for which the Trust has provided such
information.
4.11. Liability of Custodian. Except as may arise from the Custodian's own
negligence or willful misconduct or the negligence or willful misconduct of a
Foreign Sub-Custodian, the Custodian shall be without liability to the Trust for
any loss, liability, claim or expense resulting from or caused by anything which
is part of Country Risk. The Custodian shall be liable for the acts or omissions
of a Foreign Sub-Custodian to the same extent as set forth with respect to the
Custodians generally in this Agreement and, regardless of whether assets are
maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities
System, the Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism, or any other loss where the Foreign
Sub-Custodian has otherwise acted with reasonable care.
16
Article V
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
5.1. Purchase of Securities. Promptly upon each purchase of Securities for a
Fund, Written Instructions shall be delivered to the Custodian, specifying (a)
the name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any) or other units purchased, (c) the date of purchase and
settlement, (d) the purchase price per unit, (e) the total amount payable upon
such purchase, and (f) the name of the person to whom such amount is payable.
The Custodian shall upon receipt of such Securities purchased by a Fund pay out
of the moneys held for the account of a Fund the total amount specified in such
Written Instructions to the person named therein. The Custodian shall not be
under any obligation to pay out moneys to cover the cost of a purchase of
Securities for a Fund, if in a Fund Custody Account there is insufficient cash
available to a Fund for which such purchase was made.
5.2. Liability for Payment in Advance of Receipt of Securities Purchased.
In any and every case where payment for the purchase of Securities for a Fund is
made by the Custodian in advance of receipt of the Securities purchased but in
the absence of specified Written Instructions to so pay in advance, the
Custodian shall be liable to a Fund for such Securities to the same extent as if
the Securities had been received by the Custodian.
5.3. Sale of Securities. Promptly upon each sale of Securities by a Fund,
Written Instructions shall be delivered to the Custodian, specifying (a) the
name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale and settlement, (d)
the sale price per unit, (e) the total amount payable upon such sale, and (f)
the person to whom such Securities are to be delivered. Upon receipt of the
total amount payable to a Fund as specified in such Written Instructions, the
Custodian shall deliver such Securities to the person specified in such Written
Instructions. Subject to the foregoing, the Custodian may accept payment in such
form as shall be satisfactory to it, and may deliver Securities and arrange for
payment in accordance with the customs prevailing among dealers in Securities.
5.4. Delivery of Securities Sold. Notwithstanding Section 5.3 above or any
other provision of this Agreement, the Custodian, when instructed to deliver
Securities against payment, shall be entitled, if in accordance with generally
accepted market practice, to deliver such Securities prior to actual receipt of
final payment therefor. In any such case, a Fund shall bear the risk that final
payment for such Securities may not be made or that such Securities may be
returned or otherwise held or disposed of by or through the person to whom they
were delivered, and the Custodian shall have no liability for any for the
foregoing.
5.5. Payment for Securities Sold, etc. In its sole discretion and from time
to time, the Custodian may credit the Fund Custody Account, prior to actual
receipt of final payment thereof, with (i) proceeds from the sale of Securities
which it has been instructed to deliver against payment, (ii) proceeds from the
redemption of Securities or other assets of a Fund, and (iii) income from cash,
Securities or other assets of a Fund. Any such credit shall be conditional upon
actual receipt by the Custodian of final payment and may be reversed if final
payment is not actually received in full. The Custodian may, in its sole
discretion and from time to time,
17
permit a Fund to use monies so credited to the Fund Custody Account in
anticipation of actual receipt of final payment. Any such monies shall be
repayable immediately upon demand made by the Custodian at any time prior to the
actual receipt of all final payments in anticipation of which monies were
credited to the Fund Custody Account.
5.6. Advances by Custodian for Settlement. The Custodian may, in its sole
discretion and from time to time, advance funds to the Trust to facilitate the
settlement of a Fund's transactions in the Fund Custody Account. Any such
advance shall be repayable immediately upon demand made by Custodian.
Article VI
REDEMPTION OF FUND SHARES
6.1. Transfer of Funds. From such monies as may be available for the purpose
in the relevant Fund Custody Account, and upon receipt of Proper Instructions
specifying that the monies are required to redeem Shares of the Fund, the
Custodian shall wire each amount specified in such Proper Instructions to or
through such bank as the Trust may designate with respect to such amount in such
Proper Instructions.
6.2. No Duty Regarding Paying Banks. The Custodian shall not be under any
obligation to effect payment or distribution by any bank designated in Proper
Instructions given pursuant to Section 6.1 above of any amount paid by the
Custodian to such bank in accordance with such Proper Instructions.
Article VII
SEGREGATED ACCOUNTS
7.1. Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of a Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,
(a) In accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the 1934 Act
and a member of the NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to compliance with the
rules of The Options Clearing Trust and of any registered national
securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by a Fund,
(b) For purposes of segregating cash or Securities in connection
with securities options purchased or written by a Fund or in connection
with financial futures contracts (or options thereon) purchased or sold
by a Fund, which constitute collateral for loans of Securities made by
a Fund,
(c) For purposes of compliance by each Fund with requirements
under the 1940 Act for the maintenance of segregated accounts by
registered investment companies in connection with reverse repurchase
agreements and when-issued, delayed delivery and firm commitment
transactions, and
18
(d) For other proper corporate purposes, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a resolution of
the Board of Trustees, certified by an Officer, setting forth the
purpose or purposes of such segregated account and declaring such
purposes to be proper corporate purposes. Each segregated account
established under this Article VII shall be established and maintained
for a single Fund only. All Proper Instructions relating to a
segregated account shall specify the Fund involved.
Article VIII
CONCERNING THE CUSTODIAN
8.1. Standard of Care. The Custodian shall use its best efforts and shall
act in good faith in carrying out its obligations under this Agreement, and
shall be without liability to the Trust or the Fund for any loss, damage, cost,
expense (including attorneys' fees and disbursements), liability or claim unless
such loss, damage, cost, expense, liability or claim arises from negligence, bad
faith or willful misconduct on its part or on the part of any Foreign
Sub-Custodian. The Custodian shall be entitled to rely on and may act upon
advice of counsel on all matters, and shall be without liability (except in the
case of negligence, bad faith or willful misconduct) for any action reasonably
taken or omitted pursuant to such advice. The Custodian shall promptly notify
the Trust of any action taken or omitted by the Custodian pursuant to advice of
counsel. The Custodian shall not be under any obligation at any time to
ascertain whether the Trust or the Fund is in compliance with the 1940 Act, the
regulations thereunder, the provisions of the Trust's charter documents or
By-Laws, or its investment objectives and policies as then in effect.
8.2. Actual Collection Required. The Custodian shall not be liable for, or
considered to be the custodian of, any cash belonging to the Fund or any money
represented by a check, draft or other instrument for the payment of money,
until the Custodian or its agents actually receive such cash or collect on such
instrument.
8.3. No Responsibility for Title, etc. 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 or delivered by it pursuant to this Agreement.
8.4. Limitation on Duty to Collect. Custodian shall not be required to
enforce collection, by legal means or otherwise, of any money or property due
and payable with respect to Securities held for the Fund if such Securities are
in default or payment is not made after due demand or presentation.
8.5. Reliance Upon Documents and Instructions. The Custodian shall be
entitled to rely upon any certificate, notice or other instrument in writing
received by it and reasonably believed by it to be genuine. The Custodian shall
be entitled to rely upon any Oral Instructions and any Written Instructions
actually received by it pursuant to this Agreement.
8.6. Express Duties Only. The Custodian shall have no duties or obligations
whatsoever except such duties and obligations as are specifically set forth in
this Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custodian.
19
8.7. Cooperation. The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Trust to keep the books
of account of the Fund and/or compute the value of the assets of the Fund. The
Custodian shall take all such reasonable actions as the Trust may from time to
time request to enable the Trust to obtain, from year to year, favorable
opinions from the Trust's independent accountants with respect to the
Custodian's activities hereunder in connection with (a) the preparation of the
Trust's reports on Form N-1A and Form N-SAR and any other reports required by
the Securities and Exchange Commission, and (b) the fulfillment by the Trust of
any other requirements of the Securities and Exchange Commission.
Article IX
INDEMNIFICATION
9.1. Indemnification by Trust. The Trust shall indemnify and hold harmless
the Custodian and any Foreign Sub-Custodian, and any nominee of the Custodian or
of such Foreign Sub-Custodian, from and against any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability (including, without
limitation, liability arising under the Securities Act of 1933, the 1934 Act,
the 1940 Act, and any state or foreign securities and/or banking laws) or claim
arising directly or indirectly (a) from the fact that Securities are registered
in the name of any such nominee, or (b) from any action or inaction by the
Custodian or such Foreign Sub-Custodian (i) at the request or direction of or in
reliance on the advice of the Trust, or (ii) upon Proper Instructions, or (c)
generally, from the performance of its obligations under this Agreement or any
sub-custody agreement with a Foreign Sub-Custodian, provided that neither the
Custodian nor any such Foreign Sub-Custodian shall be indemnified and held
harmless from and against any such loss, damage, cost, expense, liability or
claim arising from the Custodian's or such Foreign Sub-Custodian's negligence,
bad faith or willful misconduct. The indemnification herein shall survive the
termination of this agreement.
9.2. Indemnification by Custodian. The Custodian shall indemnify and hold
harmless the Trust from and against any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability (including without limitation,
liability arising under the Securities Act of 1933, the 1934 Act, the 1940 Act,
and any state or foreign securities and/or banking laws) or claim arising from
the negligence, bad faith or willful misconduct of the Custodian or any Foreign
Sub-Custodian, or any nominee of the Custodian or of such Foreign Sub-Custodian.
The indemnification provided for herein shall survive the termination of this
agreement.
9.3. Indemnity to be Provided. If the Trust requests the Custodian to take
any action with respect to Securities, which may, in the opinion of the
Custodian, result in the Custodian or its nominee becoming liable for the
payment of money or incurring liability of some other form, the Custodian shall
not be required to take such action until the Trust shall have provided
indemnity therefor to the Custodian in an amount and form satisfactory to the
Custodian.
9.4. Security. If the Custodian advances cash or Securities to any Fund for
any purpose, either at the Trust's request or as otherwise contemplated in this
Agreement, or in the event that the Custodian or its nominee incurs, in
connection with its performance under this Agreement, any loss, damage, cost,
expense (including attorneys fees and disbursements), liability or claim (except
such as may arise from its or its nominees negligence, bad faith or willful
misconduct),
20
then, in any such event, any property at any time held for the account of such
Fund shall be security therefor, and should any Fund fail promptly to repay or
indemnify the Custodian, the Custodian shall be entitled to utilize available
cash of the Fund and to dispose of other assets of the Fund to the extent
necessary to obtain reimbursement or indemnification.
Article X
FORCE MAJEURE; DISASTER RECOVERY SYSTEMS
10.1. Force Majeure. Neither the Custodian nor the Trust shall be liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including, without limitation, acts of God; earthquakes;
fires; floods; wars; civil or military disturbances; sabotage; strikes;
epidemics; riots; power failures; computer failure and any such circumstances
beyond its reasonable control as may cause interruption, loss or malfunction of
utility, transportation, computer (hardware or software) or telephone
communication service; accidents; labor disputes; acts of civil or military
authority; governmental actions; or inability to obtain labor, material,
equipment or transportation; provided, however, that the Custodian in the event
of a failure or delay (i) shall not discriminate against the Fund in favor of
any other customer of the Custodian in making computer time and personnel
available to input or process the transactions contemplated by this Agreement
and (ii) shall use its best efforts to ameliorate the effects of any such
failure or delay.
10.2. Disaster Recovery Systems. The Custodian shall maintain a disaster
recovery plan and procedures including provisions for emergency use of
electronic data processing equipment, which is reasonable in light of the
services to be provided. The Custodian shall, at no additional expense to the
Fund take reasonable steps to minimize service interruptions. The Custodian
shall have no liability with respect to the loss of data or service
interruptions caused by equipment failure, provided it maintains such plans and
procedures.
Article XI
EFFECTIVE PERIOD; TERMINATION
11.1. Effective Period. This Agreement shall become effective as of its
execution or when the Fund commences operations and shall continue in full force
and effect until terminated as hereinafter provided.
11.2. Termination. Either party hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such termination,
which shall be not less than sixty (60) days after the date of the giving of
such notice. If a successor custodian shall have been appointed by the Board of
Trustees, the Custodian shall, upon receipt of a notice of acceptance by the
successor custodian, on such specified date of termination (a) deliver directly
to the successor custodian all Securities (other than Securities held in a
Book-Entry System or Securities Depository) and cash then owned by the Fund and
held by the Custodian as custodian, and (b) transfer any Securities held in a
Book-Entry System or Securities Depository to an account of or for the benefit
of the Funds at the successor custodian, provided that the Trust shall have paid
to the Custodian all fees, expenses and other amounts to the payment or
reimbursement of which it shall then be entitled. Upon such delivery and
transfer, the Custodian shall be relieved of all obligations under this
Agreement. The Trust may at any time
21
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by regulatory authorities or upon the
happening of a like event at the direction of an appropriate regulatory agency
or court of competent jurisdiction.
11.3. Failure to Appoint Successor Custodian. If a successor custodian is not
designated by the Trust on or before the date of termination specified pursuant
to Section 11.1 above, then the Custodian shall have the right to deliver to a
bank or corporation company of its own selection, which (a) is a "bank" as
defined in the 1940 Act and (b) has aggregate capital, surplus and undivided
profits as shown on its then most recent published report of not less than $25
million, all Securities, cash and other property held by Custodian under this
Agreement and to transfer to an account of or for the Funds at such bank or
trust company all Securities of the Funds held in a Book-Entry System or
Securities Depository. Upon such delivery and transfer, such bank or trust
company shall be the successor custodian under this Agreement and the Custodian
shall be relieved of all obligations under this Agreement.
Article XII
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation as agreed upon from
time to time by the Trust and the Custodian. The fees and other charges in
effect on the date hereof and applicable to the Trust are set forth in Exhibit E
attached hereto.
Article XIII
LIMITATION OF LIABILITY
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the property of
the Trust as provided in the Trust's Agreement and Declaration of Trust, as from
time to time amended. The execution and delivery of this Agreement have been
authorized by the Trustees, and this Agreement has been signed and delivered by
an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the corporation
property of the Trust as provided in the above-mentioned Agreement and the
Trust's Declaration of Trust.
Article XIV
NOTICES
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be in writing and shall be
sent or delivered to the recipient at the address set forth after its name
hereinbelow:
To Custodian: To Trust:
U.S. Bank, X.X. Xxxxxxx Investments
000 Xxxxxx Xxxxxx, M.L. CN-WN-06TC 000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000 Xxxxxxxxx, Xxxxxxxx 00000
22
Attention: Institutional Trust & Custody Telephone: (000) 000-0000
Telephone: (513) 000- 0000 Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIV. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal, and magnetic tape.
Article XV
MISCELLANEOUS
15.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
15.2. References to Custodian. The Trust shall not circulate any printed
matter which contains any reference to Custodian without the prior written
approval of Custodian, excepting printed matter contained in the prospectus or
statement of additional information for the Fund and such other printed matter
as merely identifies Custodian as custodian for the Fund. The Trust shall submit
printed matter requiring approval to Custodian in draft form, allowing
sufficient time for review by Custodian and its counsel prior to any deadline
for printing.
15.3. No Waiver. No failure by either party hereto to exercise, and no delay
by such party in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by either party hereto of any right hereunder shall not
preclude the exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or in equity.
15.4. Amendments. This Agreement cannot be changed orally and no amendment to
this Agreement shall be effective unless evidenced by an instrument in writing
executed by the parties hereto.
15.5. Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
15.6. Severability. If any provision of this Agreement shall be invalid,
illegal, or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions shall not be affected or
impaired thereby.
15.7. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be assignable by
either party hereto without the written consent of the other party hereto.
15.8. Headings. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.
23
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered in its name and on its behalf by its
representatives thereunto duly authorized, all as of the day and year first
above written.
ATTEST:
XXXXXXX INVESTMENTS
/S/ XXXX X. XXXXXXXX By: /S/ XXXXXX X. XXXXXX
ATTEST: U.S. BANK, N.A.
/S/ XXXX X. XXXXXX By: /S/ XXXXXX XXXXXXXXX
24
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Trust to administer the Fund Custody Accounts.
Authorized Persons Specimen Signatures
Trust Officers:
Chairman: _______________________
Xxxx X. Xxxxxxxx
Vice President: _______________________
Xxxxxx X. Xxxxxx
Adviser Employees:
Vice Chairman _______________________
Xxxxxx X. Xxxxxxxx
Transfer Agent/Fund Accountant Employees:
Vice President _______________________
Xxxx X. Xxxxxx
Vice President _______________________
Xxxxx X. Xxxxxxx
Vice President _______________________
Xxxxxx Xxxxx
Employees of Subadvisors to the Trust:
Growth and Income Fund _______________________
Xxxx X. Xxxxx
_______________________
Xxxxxx X. Xxxxxxx
_______________________
Xxxx X. Xxx
Communications Fund _______________________
Xxxxx X. Xxxxxxx
_______________________
Xxxx Xxxxxxx
A-1
Large-Cap Growth Fund _______________________
Xxxxxx X. Xxxxxxxxxx
_______________________
Xxxxxx X. Xxxxxxxx, Xx.
_______________________
Xxxxxx X. Xxxxx
Small-Cap Growth Fund _______________________
Xxxxxx X. Xxxxxxxxxx
_______________________
Xxxxx X. Xxxxxxx
_______________________
Xxxxxxx X. Xxxxxxxx
Market Neutral Fund _______________________
Xxxxx Xxxxxxx
Government Money Market Fund _______________________
Xxxxxxx X. Xxxxxxx
_______________________
Xxxxx X. Xxxxxx
_______________________
Xxxxxx X. Xxxxx
A-2
EXHIBIT B
NAMES OF FUNDS
Xxxxxxx Growth and Income Fund
Xxxxxxx Large-Cap Growth Fund
Xxxxxxx Small-Cap Growth Fund
Xxxxxxx Communications Fund
Xxxxxxx Market Neutral Fund
Xxxxxxx Government Money Market Fund
B-1
EXHIBIT C
FOREIGN ASSETS, ETC.
Country Foreign Sub-Custodian Eligible Securities Depository
------- --------------------- ------------------------------
Finland..............Bank of New York and......................
Nordea Bank Finland plc
Italy................Bank of New York and either...............
IntesaBCI S.p.A. or
BNP Paribas Securities Services
Japan................Bank of New York and either ..............JASDEC, Incorporated
The Bank of Tokyo-Mitsubishi Ltd. or
Mizuho Corporate Bank, Ltd.
The Netherlands......Bank of New York and .....................
Fortis Bank (Nederland) N.V.
Sweden...............Bank of New York and .....................
Skandinaviska Enskilda Banken
Together with such other countries as shall be designated by the Trust from time
to time, as ratified by the Board of Trustees of the Trust at its regular
quarterly meeting.
C-1
EXHIBIT D
U.S. BANK INSTITUTIONAL TRUST & CUSTODY SERVICES
STANDARDS OF SERVICE GUIDE
August, 2001
U.S. Bank, N.A. is committed to providing superior quality service to
all customers and their agents at all times. We have compiled this guide as a
tool for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for U.S. Bank, N.A. to
guarantee processing. Failure to meet these deadlines will result in settlement
at our client's risk. In all cases, U.S. Bank, N.A. will make every effort to
complete all processing on a timely basis.
U.S. Bank, N.A. is a direct participant of the Depository Trust
Company, a direct member of the Federal Reserve Bank of Cleveland, and utilizes
the Bank of New York as its agent for ineligible and foreign securities.
For corporate reorganizations, U.S. Bank, N.A. utilizes SEI's Reorg
Source, Financial Information, Inc., XCITEK, DTC Important Notices, Capital
Changes Daily (CCH) and the Wall Street Journal.
For bond calls and mandatory puts, U.S. Bank, N.A. utilizes SEI's Bond
Source, Xxxxx Information Systems, Standard & Poor's Corporation, XCITEK, and
DTC Important Notices. U.S. Bank, N.A. will not notify clients of optional put
opportunities.
Any securities delivered free to U.S. Bank, N.A., or its agents must be
received three (3) business days prior to any payment or settlement in order for
the U.S. Bank, N.A. standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
The information contained in this Standards of Service Guide is subject to
change. Should any changes be made U.S. Bank, N.A. will provide you with an
updated copy of its Standards of Service Guide.
D-1
U.S. BANK, N.A. SECURITY SETTLEMENT STANDARDS
Transaction Type Instructions Deadlines* Delivery Instructions
DTC 1:30 P.M. on Settlement Date DTC Participant #0000
Xxxxx Xxxx XX 00000
Institutional #________________
For Account #____________
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cleveland
for U.S. Bank, N.A. ABA# 000000000
CINTI/1050
For Account #_____________
Federal Reserve Book Entry 1:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
(Repurchase Agreement for U.S. Bank, N.A. ABA# 000000000
Collateral Only) CINTI/1040
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date PTC For Account BYORK
(GNMA Book Entry) U.S. Bank N.A. / 117612
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 P.M. on One Wall Street- 3rd Floor - Window A
Settlement Date minus 1) Xxx Xxxx, XX 00000
For account of U.S. Bank, N.A. / Cust #117612
Attn: Xxxxxx Xxxxxx
CEDEL/EURO- 11:00 A.M. on Settlement Cedel a/c 55021
CLEAR Date minus 2 FFC: a/c 387000
U.S. Bank, N.A. /Global Omnibus
Euroclear a/c 97816
FFC: a/c 387000
U.S. Bank, N.A./Global Omnibus
Cash Wire Transfer 3:00 P.M. U.S. Bank, X.X. Xxxxx/Trust ABA# 000000000
Credit Account #112950027
Account of U.S Bank, N.A. Trust Services
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
D-2
U.S. BANK, N.A. PAYMENT STANDARDS
Security Type Income Principal
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds* Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA's (P&I) Payable Date + 1 Payable Date + 1
CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit* Payable Date + 1 Payable Date + 1
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
NOTE: If a payable date falls on a weekend or bank holiday, payment will be made
on the immediately following business day.
D-3
U.S. BANK, N.A., CORPORATE REORGANIZATION STANDARDS
Type of Action Notification to Client Deadline for Client Instructions Transaction
to U.S. Bank, N.A. Posting
Rights, Warrants, Later of 10 business days 5 business days prior to Upon receipt
and Optional Mergers prior to expiration or expiration
receipt of notice
Mandatory Puts with Later of 10 business days 5 business days prior to Upon receipt
Option to Retain prior to expiration or expiration
receipt of notice
Class Actions 10 business days prior to 5 business days prior to Upon receipt
expiration date expiration
Voluntary Tenders, Later of 10 business days 5 business days prior to Upon receipt
Exchanges, prior to expiration or expiration
and Conversions receipt of notice
Mandatory Puts, At posting of funds or None Upon receipt
Defaults, Liquidations, securities received
Bankruptcies, Stock
Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days None Upon receipt
prior to expiration or
receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above will be
sold.
D-4
EXHIBIT E
CUSTODIAN FEES
U.S. Bank NA
Institutional Custody Services
Domestic Custody Fee Schedule for Xxxxxxx Funds
U.S. Bank NA, Institutional Custody Services, as Custodian, will receive monthly
compensation for services according to the terms of the following Schedule:
I. Market Value Fee
----------------
Based upon an annual rate of: Million
.00015 (1.5 Basis Points) on First $700
.000075 (.75 Basis Points) on Next $500
.000060 ( .60 Basis Points) on Balance
II. Out-of-Pocket Expenses
----------------------
The only out-of-pocket expenses charged to your account will be
shipping fees or transfer fees.
E-1
EXHIBIT E
US BANK INSTITUTIONAL CUSTODY SERVICES
GLOBAL CUSTODY FEE SCHEDULE
FOR
THE XXXXXXX FUNDS
-------------------------------------------------------------------------------------------------------------
COUNTRY INSTRUMENT SAFEKEEPING TRANSACTION
(BPS) FEE
-------------------------------------------------------------------------------------------------------------
Argentina All 15.00 $40
-------------------------------------------------------------------------------------------------------------
Australia All 2.00 $30
-------------------------------------------------------------------------------------------------------------
Austria Equities/Bonds 3.50 $35
-------------------------------------------------------------------------------------------------------------
Austria Depo Receipt 20.00 $35
-------------------------------------------------------------------------------------------------------------
Austria non ATS ALL 25.00 $90
-------------------------------------------------------------------------------------------------------------
Bahrain All 50.00 $140
-------------------------------------------------------------------------------------------------------------
Bangladesh All 40.00 $150
-------------------------------------------------------------------------------------------------------------
Belgium All 2.50 $45
-------------------------------------------------------------------------------------------------------------
Benin All 40.00 $155
-------------------------------------------------------------------------------------------------------------
Bermuda All 15.00 $60
-------------------------------------------------------------------------------------------------------------
Bolivia All 60.00 $150
-------------------------------------------------------------------------------------------------------------
Botswana All 25.00 $50
-------------------------------------------------------------------------------------------------------------
Brazil All 15.00 $35
-------------------------------------------------------------------------------------------------------------
Bulgaria All 40.00 $80
-------------------------------------------------------------------------------------------------------------
Burkina Faso All 40.00 $155
-------------------------------------------------------------------------------------------------------------
Canada All 1.25 $12
-------------------------------------------------------------------------------------------------------------
Chile All 20.00 $60
-------------------------------------------------------------------------------------------------------------
China-Shanghai All 15.00 $65
-------------------------------------------------------------------------------------------------------------
China-Shenzhen All 15.00 $65
-------------------------------------------------------------------------------------------------------------
Columbia All 40.00 $100
-------------------------------------------------------------------------------------------------------------
Costa Rica All 15.00 $60
-------------------------------------------------------------------------------------------------------------
Croatia All 35.00 $65
-------------------------------------------------------------------------------------------------------------
Cyprus All 15.00 $45
-------------------------------------------------------------------------------------------------------------
Czech Republic All 20.00 $50
-------------------------------------------------------------------------------------------------------------
Denmark All 3.00 $50
-------------------------------------------------------------------------------------------------------------
EASDAQ All 5.50 $60
-------------------------------------------------------------------------------------------------------------
Ecuador All 35.00 $65
-------------------------------------------------------------------------------------------------------------
Egypt All 40.00 $100
-------------------------------------------------------------------------------------------------------------
Estonia All 7.00 $25
-------------------------------------------------------------------------------------------------------------
Euromarkets All 1.50 $10
-------------------------------------------------------------------------------------------------------------
Finland All 5.00 $45
-------------------------------------------------------------------------------------------------------------
France All 2.50 $45
-------------------------------------------------------------------------------------------------------------
Germany All 1.00 $30
-------------------------------------------------------------------------------------------------------------
Ghana All 25.00 $50
-------------------------------------------------------------------------------------------------------------
Greece All 20.00 $105
-------------------------------------------------------------------------------------------------------------
E-2
-------------------------------------------------------------------------------------------------------------
Guinea Bissau All 40.00 $155
-------------------------------------------------------------------------------------------------------------
Hong Kong All 6.00 $60
-------------------------------------------------------------------------------------------------------------
Hungary All 35.00 $135
-------------------------------------------------------------------------------------------------------------
Iceland All 28.00 $80
-------------------------------------------------------------------------------------------------------------
India All 65.00 $250
-------------------------------------------------------------------------------------------------------------
Indonesia All 12.00 $100
-------------------------------------------------------------------------------------------------------------
Ireland All 3.00 $30
-------------------------------------------------------------------------------------------------------------
Israel All 15.00 $45
-------------------------------------------------------------------------------------------------------------
Italy All 3.00 $50
-------------------------------------------------------------------------------------------------------------
Ivory Coast All 40.00 $155
-------------------------------------------------------------------------------------------------------------
Jamaica All 35.00 $50
-------------------------------------------------------------------------------------------------------------
Japan All 1.50 $15
-------------------------------------------------------------------------------------------------------------
Jordan All 40.00 $125
-------------------------------------------------------------------------------------------------------------
Kazakhstan Equities 60.00 $150
-------------------------------------------------------------------------------------------------------------
Kazakhstan Bonds 40.00 $160
-------------------------------------------------------------------------------------------------------------
Kenya All 30.00 $50
-------------------------------------------------------------------------------------------------------------
Latvia Equities/Bonds 30.00 $75
-------------------------------------------------------------------------------------------------------------
Latvia Gov't Bonds 15.00 $75
-------------------------------------------------------------------------------------------------------------
Lebanon All 25.00 $90
-------------------------------------------------------------------------------------------------------------
Lithuania All 20.00 $50
-------------------------------------------------------------------------------------------------------------
Luxembourg All 4.00 $25
-------------------------------------------------------------------------------------------------------------
Malaysia All 6.00 $80
-------------------------------------------------------------------------------------------------------------
Mali All 40.00 $155
-------------------------------------------------------------------------------------------------------------
Malta All 22.00 $75
-------------------------------------------------------------------------------------------------------------
Mauritius All 30.00 $100
-------------------------------------------------------------------------------------------------------------
Mexico All 3.00 $20
-------------------------------------------------------------------------------------------------------------
Morocco All 35.00 $100
-------------------------------------------------------------------------------------------------------------
Namibia All 30.00 $50
-------------------------------------------------------------------------------------------------------------
Netherlands All 3.00 $25
-------------------------------------------------------------------------------------------------------------
New Zealand All 3.00 $40
-------------------------------------------------------------------------------------------------------------
Niger All 40.00 $155
-------------------------------------------------------------------------------------------------------------
Nigeria All 30.00 $50
-------------------------------------------------------------------------------------------------------------
Norway All 3.00 $45
-------------------------------------------------------------------------------------------------------------
Oman All 50.00 $140
-------------------------------------------------------------------------------------------------------------
Pakistan All 30.00 $100
-------------------------------------------------------------------------------------------------------------
Palestinian All 45.00 $140
-------------------------------------------------------------------------------------------------------------
Panama All 65.00 $85
-------------------------------------------------------------------------------------------------------------
Peru All 45.00 $105
-------------------------------------------------------------------------------------------------------------
Philippines All 8.00 $75
-------------------------------------------------------------------------------------------------------------
Poland All 25.00 $50
-------------------------------------------------------------------------------------------------------------
Portugal All 15.00 $85
-------------------------------------------------------------------------------------------------------------
Qatar All 45.00 $140
-------------------------------------------------------------------------------------------------------------
Romania All 35.00 $100
-------------------------------------------------------------------------------------------------------------
Russia Equities/Bonds 30.00 $200
-------------------------------------------------------------------------------------------------------------
Russia MINFIN 15.00 $50
-------------------------------------------------------------------------------------------------------------
E-3
-------------------------------------------------------------------------------------------------------------
Senegal All 40.00 $155
-------------------------------------------------------------------------------------------------------------
Singapore All 3.00 $40
-------------------------------------------------------------------------------------------------------------
Slovak Republic All 25.00 $110
-------------------------------------------------------------------------------------------------------------
Slovenia All 25.00 $110
-------------------------------------------------------------------------------------------------------------
South Africa All 3.00 $15
-------------------------------------------------------------------------------------------------------------
South Korea All 10.00 $20
-------------------------------------------------------------------------------------------------------------
Spain All 3.00 $50
-------------------------------------------------------------------------------------------------------------
Sri Lanka All 15.00 $60
-------------------------------------------------------------------------------------------------------------
Swaziland All 30.00 $50
-------------------------------------------------------------------------------------------------------------
Sweden All 2.00 $45
-------------------------------------------------------------------------------------------------------------
Switzerland All 2.00 $50
-------------------------------------------------------------------------------------------------------------
Taiwan All 20.00 $125
-------------------------------------------------------------------------------------------------------------
Thailand All 6.00 $45
-------------------------------------------------------------------------------------------------------------
Togo All 40.00 $155
-------------------------------------------------------------------------------------------------------------
Trinidad & Tobago All 30.00 $65
-------------------------------------------------------------------------------------------------------------
Tunisia All 40.00 $45
-------------------------------------------------------------------------------------------------------------
Turkey All 15.00 $15
-------------------------------------------------------------------------------------------------------------
United Kingdom All 1.50 $10
-------------------------------------------------------------------------------------------------------------
Ukraine All 30.00 $45
-------------------------------------------------------------------------------------------------------------
Uruguay All 50.00 $65
-------------------------------------------------------------------------------------------------------------
Venezuela All 40.00 $125
-------------------------------------------------------------------------------------------------------------
Zambia All 30.00 $50
-------------------------------------------------------------------------------------------------------------
Zimbabwe All 30.00 $50
-------------------------------------------------------------------------------------------------------------
*Any non-Eurobond assets held in CEDEL and Euroclear will be charged at the
local market price quote.
MINIMUM FEE
A monthly minimum charge of $1,200.00 per account will apply.
*Any Non-Eurobond assets held in CEDEL and Euroclear will be charged at the
local market price quote.
** All fees quoted are payable monthly
E-4
