MITSUBISHI GLOBAL CUSTODY
CUSTODIAN AGREEMENT
(FOREIGN AND DOMESTIC SECURITIES)
This Custodian Agreement is made by and between NATIONAL CITY BANK
("Principal") and THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION ("Custodian").
WHEREAS, Principal acts as a custodian of the property of certain customers
including without limitation certain investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the agreement between Principal and each customer (the "Custodian
Agreements") provide that Principal may from time to time employ as its agent
one or more sub-custodians, all in compliance with Section 17(f) of the 1940 Act
and Rule 17f-5 thereunder; and
WHEREAS, Principal is acting on behalf of each customer who wishes to
employ Custodian as a sub-custodian for the customers and appoint Custodian as
the agent of Principal and its Customers, and Custodian is willing to serve as
such sub-custodian on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises herein made,
Principal and Custodian agree as follows:
1. DEFINITIONS. Certain terms used in this Agreement are defined as
follows:
(a) "Account" means, collectively, each custodianship account
maintained by Custodian pursuant to Paragraph 3 of this Agreement.
(b) "Customer" means those Customers whose names are set forth on
Schedule A hereto. Principal may delete Customers from Schedule A upon notice to
the Custodian. Principal may add Customers to Schedule A with the Custodian's
consent.
(c) "Eligible Foreign Securities Depository" ("Depository"), shall
mean a securities depository or clearing agency incorporated or organized under
the laws of a country other than the United States which operates (i) the
central system for handling securities or equivalent book-entries in that
country, or (ii) a transnational system for the central handling of securities
or equivalent book-entries.
(d) "Investment Manager" means an investment advisor or manager
identified by Principal in a written notice to Custodian as having the authority
to direct Custodian regarding the management, acquisition, or disposition of
Securities.
(e) "Securities" means domestic or foreign securities or both within
the meaning of Section 2(a)36 of the 1940 Act and regulations issued by the U.S.
Securities and Exchange Commission ("SEC") under Section 17(f) of the 1940 Act,
17 C.F.R. 270.17f-5(c)(1), as amended, which are held by Custodian in the
Account, and shall include cash of any currency or other property and all income
and proceeds of sale of such securities or other property.
(f) "Eligible Foreign Custodian" ("Sub-Custodian"), shall mean (i) a
banking institution or trust company incorporated or organized under the laws of
a country other than the United States that is regulated as such by that
country's government or an agency thereof and that has shareholders' equity in
excess of $200 million in U.S. currency (or a foreign currency equivalent
thereof), (ii) a majority owned direct or indirect subsidiary of a qualified
U.S. bank or bank holding company that is incorporated or organized under the
laws of a country other than the United States and that has shareholders' equity
in excess of $100 million in U.S. currency (or a foreign currency equivalent
thereof), (iii) a banking institution or trust company incorporated or organized
under the laws of a country other than the United States or a majority owned
direct or indirect subsidiary of a qualified U.S. bank as defined in Rule 17f-5
or bank holding company that is incorporated or organized under the laws of a
country other than the United States which has such other qualifications as
shall be specified in Instructions and approved by the Bank; or (iv) any other
entity that shall have been so qualified by exemptive order, rule or other
appropriate action of the SEC. Custodian shall evaluate and determine at least
annually the continued eligibility of each Sub-Custodian as described in
Paragraph 5(d) of this Agreement.
2. REPRESENTATIONS.
(a) Principal represents that with respect to any Account established
by Principal to hold Securities, Principal is authorized to enter into this
Agreement and to retain Custodian on the terms and conditions and for the
purposes described herein.
(b) Custodian represents that (i) it is organized under the laws of
the United States and has its principal place of business in the United States,
(ii) it is a bank within the meaning of Section 202(a)(2) of the Investment
Advisers Act of 1940 and Section 2(a)(5) of the Investment Company Act of 1940,
as amended, and (iii) it has equity capital in excess of $1 million.
3. ESTABLISHMENT OF ACCOUNTS. Principal hereby establishes with
Custodian, and may in the future establish, one or more separate Accounts for
the benefit of Principal, acting as custodian for each Customer. The Account
shall consist of Securities delivered to and receipted for by Custodian or by
any Sub-Custodian. Custodian, in its sole discretion, may reasonably refuse to
accept any property now or hereafter delivered to it for inclusion in the
Account. Principal shall be notified promptly of such refusal.
4. CUSTODY. Subject to the terms of this Agreement, Custodian shall be
responsible for the safekeeping and custody of the Securities. Custodian may (i)
retain possession of all or any portion of the Securities in a foreign branch or
other office of Custodian, or (ii) retain, in accordance with Paragraph 5 of
this Agreement, one or more Sub-Custodians to hold all or any
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portion of the Securities. Custodian and any Sub-Custodian may, in accordance
with Paragraph 5 of this Agreement, deposit definitive or book-entry Securities
with one or more Depositories.
(a) If Custodian retains possession of Securities, Custodian shall
ensure the Securities are at all times properly identified as being held for the
appropriate Account. Custodian shall segregate physically the Securities from
any Property owned by Custodian. Custodian shall not be required to segregate
physically the Securities from other securities or property held by Custodian
for third parties as Custodian, but Custodian shall maintain adequate records
showing the true ownership of the Securities.
(b) If Custodian deposits Securities with a Sub-Custodian, Custodian
shall maintain adequate records showing the identity and location of the
Sub-Custodian, the Securities held by the Sub-Custodian, and each Account to
which such Securities belong.
(c) If Custodian or any Sub-Custodian deposits Securities with a
Depository, Custodian shall maintain, or shall cause the Sub-Custodian to
maintain, adequate records showing the identity and location of the Depository,
the Securities held by the Depository, and each Account to which such Securities
belong.
(d) If Principal directs Custodian to deliver certificates or other
physical evidence of ownership of Securities to any broker or other party, other
than a Sub-Custodian or Depository employed by Custodian for purposes of
maintaining the Account, Custodian's sole responsibility shall be to exercise
care and diligence in effecting the delivery as instructed by Principal. Upon
completion of the delivery, Custodian shall be discharged completely of any
further liability or responsibility with respect to the safekeeping and custody
of Securities so delivered.
(e) Custodian shall ensure that (i) the Securities will not be
subject to any right, charge, security interest, lien, or claim of any kind in
favor of Custodian or any Sub-Custodian or Depository except for the Securities'
safe custody or administration, and (ii) the beneficial ownership of the
Securities will be freely transferable without the payment of money or value
other than for safe custody or administration.
(f) Principal, each Customer and their authorized representatives
shall have reasonable access to inspect books and records maintained by
Custodian or any Sub-Custodian or Depository holding Securities hereunder to
verify the accuracy of such books and records. Custodian shall notify Principal
promptly of any applicable law or regulation in any country where Securities are
held that would restrict such access or inspection.
5. SUB-CUSTODIANS AND DEPOSITORIES. With Principal's approval, as
provided in paragraph 5C of the agreement, Custodian may from time to time
retain one or more Sub-Custodians and Depositories to hold Securities hereunder.
(a) Custodian shall exercise reasonable care in the selection of
Sub-Custodians and Depositories. In making its selection, Custodian shall
consider (i) the Sub-Custodian's or Depository's financial strength, general
reputation and standing in the country in
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which it is located, its ability to provide efficiently the custodial services
required, and the relative cost of such services, (ii) whether the Sub-Custodian
or Depository would provide a level of safeguards for safekeeping and custody of
Securities not materially different from those prevailing in the U.S., (iii)
whether the Sub-Custodian or Depository has branch offices in the U.S. in order
to facilitate jurisdiction over and enforcement of judgments against it, and
(iv) in the case of a Depository, the number of its participants and its
operating history.
(b) Custodian is authorized and directed to deposit Securities with
each Sub-Custodian or (directly or through a Sub-Custodian) with each Depository
listed in Schedule B. If Custodian wishes to deposit Securities with a
Sub-Custodian or Depository not listed in Schedule B, Custodian shall give
Principal written notice of its intention to do so. The notice shall identify
the proposed Sub-Custodian or Depository and shall include reasonable available
information relied on by Custodian in making the selection.
(c) Within 30 days of its receipt of a notice from Custodian pursuant
to Paragraph 5 (b) of this Agreement regarding Custodian's proposed selection of
one or more Sub-Custodians or Depositories, Principal shall give written notice
to Custodian of Principal's approval or disapproval of the proposed selection.
Such selection shall be deemed approved if Principal does not respond within 30
days of receipt of such notice.
(d) Custodian shall evaluate and determine at least annually the
continued eligibility of each Sub-Custodian and Depository approved by Principal
to act as such hereunder. In discharging this responsibility, Custodian shall
(i) monitor continuously the day to day services and reports provided by each
Sub-Custodian or Depository, (ii) at least annually, obtain and review the
annual financial report published by such Sub-Custodian or Depository and any
reports on such Sub-Custodian or Depository prepared by a reputable independent
analyst, (iii) at least triennially, physically inspect the operations of such
Sub-Custodian or Depository and (iv) Custodian shall provide Principal with a
report of its annual review of each Sub-Custodian and Depository.
(e) If Custodian determines that any Sub-Custodian or Depository no
longer satisfies the applicable requirements described in Paragraph l(b) (in the
case of a Depository) or Paragraph l(e) (in the case of a Sub-Custodian) of this
Agreement or is otherwise no longer capable or qualified to perform the
functions contemplated herein, Custodian shall promptly give written notice
thereof to Principal. The notice shall, in addition, either (i) indicate
Custodian's intention to transfer Securities held by the removed Sub-Custodian
or Depository to another Sub-Custodian or Depository previously approved by
Principal, or (ii) include a notice pursuant to Paragraph 5(b) of this Agreement
of Custodian's intention to deposit Securities with a new Sub-Custodian or
Depository.
6. REGISTRATION. Subject to any specific instructions from Principal,
Custodian shall hold or cause to be held all Securities in the name of
Custodian, or any Sub-Custodian or Depository approved by Principal pursuant to
Paragraph 5 of this Agreement, or in the name of a nominee of any of them, as
Custodian shall determine to be appropriate under the circumstances.
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7. TRANSACTIONS. Principal or any Investment Manager from time to time
may instruct Custodian (which in turn shall be responsible for giving
appropriate instructions to any Sub-Custodian or Depository) regarding the
purchase or sale of Securities in accordance with this Paragraph 7:
(a) Custodian shall effect and account for each Securities and
currency sale on the date such transaction actually settles; provided, however,
that Principal may in its sole discretion direct Custodian, in such manner as
shall be acceptable to Custodian, to account for Securities and currency
purchases and sales on contractual settlement date, regardless of whether
settlement of such transactions actually occurs on contractual settlement date.
Principal may, from time to time, direct Custodian to change the accounting
method employed by Custodian in a written notice delivered to Custodian at least
thirty (30) days prior to the date a change in accounting method shall become
effective.
(b) Custodian shall effect purchases by charging the Account with the
amount necessary to make the purchase and effecting payment to the seller or
broker for the securities or other property purchased. Custodian shall have no
liability of any kind to any person, including Principal, except in the case of
negligent or intentional tortious acts, or willful misconduct, if the Custodian
effects payment on behalf of Principal, and the seller or broker fails to
deliver the securities or other property purchased. Custodian shall exercise
such ordinary care and diligence as would be employed by a reasonably prudent
custodian and due diligence in examining and verifying the certificates or other
indicia of ownership of the property purchased before accepting them.
(c) Custodian shall effect sales by delivering certificates or other
indicia of ownership of the Property, and, as instructed, shall receive cash for
such sales. Custodian shall have no liability of any kind to any person,
including Principal, if Custodian exercises due diligence and delivers such
certificates or indicia of ownership and the purchaser or broker fails to effect
payment. If a purchase or sale is effected through a Depository, Custodian shall
exercise such ordinary care and diligence as would be employed by a reasonably
prudent custodian and due diligence in verifying proper consummation of the
transaction by the Depository.
(d) Principal or, where applicable, the Investment Manager, is
responsible for ensuring Custodian receives timely instructions and/or funds to
enable Custodian to effect settlement of any purchase or sale of Securities or
Currency Transactions. If Custodian does not receive such timely instructions or
funds, Custodian shall have no liability of any kind to any person, including
Principal, for failing to effect settlement. However, Custodian shall use
reasonable efforts to effect settlement as soon as possible after receipt of
appropriate instructions. Principal shall be liable for interest compensation
and/or principal amounts to Custodian and/or its counterparty for failure to
deliver instructions or funds in a timely manner to effect settlements of third
party foreign exchange funds movement.
(e) At the direction of Principal or the Investment Manager, as the
case may be, Custodian shall convert currency in the Account to other currencies
through customary channels including, without limitation, Custodian or any of
its affiliates, as shall be necessary to
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effect any transaction directed by Principal or the Investment Manager.
Principal or the Investment Manager, as the case may be, acknowledges that 1)
the foreign currency exchange department is a part of the Custodian or one of
its affiliates or subsidiaries, 2) the Account is not obligated to effect
foreign currency exchange with Custodian, 3) the Custodian will receive benefits
for such foreign currency transactions which are in addition to the compensation
which the Custodian receives for administering the Account, and 4) the Custodian
will make available the relevant data so that Principal or the Investment
Manager, as the case may be, can determine that the foreign currency exchange
transactions are as favorable to the Account as terms generally available in
arm's length transactions between unrelated parties.
(f) Custodian shall have no responsibility to manage or recommend
investments of the Account or to initiate any purchase , sale, or other
investment transaction in the absence of instructions from Principal or, were
applicable, an Investment Manager.
8. CAPITAL CHANGES; INCOME.
(a) Custodian may, without further instructions from Principal or any
Investment Manager, exchange temporary certificates and may surrender and
exchange Securities for other securities in connection with any reorganization,
recapitalization, or similar transaction in which the owner of the Securities is
not given an option. Custodian has no responsibility to effect any such exchange
unless it has received actual notice of the event permitting or requiring such
exchange at its office designated in Paragraph 14 of this Agreement or at the
office of its designated agents.
(b) Custodian, or its designated agents, are authorized, as
Principal's agent, to surrender against payment maturing obligations and
obligations called for redemption, and to collect and receive payments of
interest and principal, dividends, warrants, and other things of value in
connection with Securities. Except as otherwise provided in Paragraph 15(d) of
this Agreement, Custodian or its designated agents shall not be obligated to
enforce collection of any item by legal process or other means.
(c) Custodian or its designated agents are authorized to sign for
Principal all declarations, affidavits, certificates, or other documents that
may be required to collect or receive payments or distributions with respect to
Securities. Custodian or its designated agents are authorized to disclose,
without further consent of Principal, Principal's identity to issuers of
Securities, or the agents of such issuers, who may request such disclosure.
9. NOTICES RE ACCOUNT SECURITIES. Custodian shall notify Principal or,
where applicable, the Investment Manager, of any reorganization,
recapitalization, or similar transaction not covered by Paragraph 8, and any
subscription rights, proxies, and other shareholder information pertaining to
the Securities actual notice of which is received by Custodian at its office
designated in Paragraph 14 of this Agreement or at the offices of its designated
agents. Custodian's sole responsibility in this regard shall be to give such
notices to Principal or the Investment Manager, as the case may be, within a
reasonable time after Custodian receives them, and Custodian shall not otherwise
be responsible for the timeliness of such notices. Custodian
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has no responsibility to respond or otherwise act with respect to any such
notice unless and until Custodian has received appropriate instructions from
Principal or the Investment Manager.
10. TAXES. Custodian shall pay or cause to be paid from the Account all
taxes and levies in the nature of taxes imposed on the Account or the Securities
thereof by any country. However, Custodian shall use reasonable efforts to
obtain refunds of taxes withheld on Securities or the income thereof that are
available under applicable tax laws, treaties, and regulations.
11. CASH. The Principal may from time to time, direct Custodian to hold
Account cash in The HighMark Group of mutual funds or in any investment company
for which Custodian or its affiliates or subsidiaries, acts as investment
advisor, custodies the assets, or provides other services. Principal shall
designate the particular HighMark fund or such other above-mentioned fund that
Principal deems appropriate for the Account. Principal or an Investment Manager,
where applicable, acknowledges that Custodian will receive fees for such
services which will be in addition to those fees charged by Custodian as agent
for the Account.
12. REPORTS. Custodian shall give written reports to Principal showing (i)
each transaction involving Securities effected by or reported to Custodian, (ii)
the identity and location of Securities held by Custodian as of the date of the
report, (iii) any transfer of location of Securities not otherwise reported, and
(iv) such other information as shall be agreed upon by Principal and Custodian.
Unless otherwise agreed upon by Principal and Custodian, Custodian shall provide
the reports described in this Paragraph 12 on a monthly basis.
13. INSTRUCTIONS FROM PRINCIPAL.
(a) Principal shall certify or cause to be certified to Custodian in
writing the names and specimen signatures of all persons authorized to give
instructions, notices, or other communications on behalf of Principal or any
Investment Manager. Such certification shall remain effective until Custodian
receives notice to the contrary.
(b) Principal or authorized Investment Manager, as the case may be,
may give instruction, notice, or other communication called for by this
Agreement to Custodian in writing, or by telecopy, telex, telegram, or other
form of electronic communication acceptable to Custodian. Unless otherwise
expressly provided, all Instructions shall continue in full force and effect
until canceled or superseded. Principal or Investment Manager may give and
Custodian may accept oral instructions on an exception basis; provided, however,
that Principal or Investment Manager shall promptly confirm any oral
communications in writing or by telecopy or other means permitted hereunder.
Principal will hold Custodian harmless for the failure of Principal or
Investment Manager to send confirmation in writing, the failure of such
confirmation to conform to the telephone instructions received or the
Custodian's failure to produce such confirmation at any subsequent time. The
Custodian may electronically record any instruction given by telephone, and any
other telephone discussions with respect to the Custody Account.
(c) All such communications shall be deemed effective upon receipt by
Custodian at its address specified in Paragraph 14 of this Agreement, as amended
from time to
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time. Custodian without liability may rely upon and act in accordance with any
instruction that Custodian in good faith believes has been given by Principal or
an Investment Manager.
(d) Custodian may at any time request instructions from Principal and
may await such instructions without incurring liability. Custodian has no
obligation to act in the absence of such requested instructions, but may,
however, without liability take such action as it deems appropriate to carry out
the purposes of this Agreement.
14. ADDRESSES. Until further notice from either party, all communications
called for under this Agreement shall be addressed as follows:
IF TO PRINCIPAL:
Name: National City Bank
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Street Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇, ▇▇▇▇▇, ▇▇▇: ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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Telex (Answerback):
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IF TO CUSTODIAN:
THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION
Mitsubishi Global Custody
Attn: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telex (Answerback): 215748/MBCTD UR
15. CUSTODIAN'S RESPONSIBILITIES AND LIABILITIES:
(a) Custodian's duties and responsibilities shall be limited to those
expressly set forth in this Agreement, or as otherwise agreed by Custodian in
writing. In carrying out its responsibilities, Custodian shall exercise no less
than the same degree of care and diligence it usually exercises with respect to
similar property of its own.
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(b) Custodian (i) shall not be required to maintain any special
insurance for the benefit of Principal, and (ii) shall not be liable or
responsible for any loss of or damage to Securities resulting from any causes
beyond Custodian's reasonable control including, without limitations, acts of
God, war, government action, civil commotion, fire, earthquake, or other
casualty or disaster. However, Custodian shall use reasonable efforts to replace
Securities lost or damaged due to such causes with securities of the same class
and issue with all rights and privileges pertaining thereto. The Custodian shall
be liable to, and indemnify and hold harmless, the Principal and each Customer
for any loss which shall occur as the result of its own failure or the failure
of a Sub-Custodian to exercise reasonable care with respect to the safekeeping
of assets to the same extent that the Custodian would be liable to the Principal
and each Customer if the Custodian were holding such securities and cash in its
own premises only to the extent of the direct damages of Principal and such
Customer, to be determined based on the market value of the property which is
subject to loss and without reference to any special conditions or
circumstances.
(c) The parties intend that Custodian shall not be considered a
fiduciary of the Account. Accordingly, Custodian shall have no power to make
decisions regarding any policy, interpretation, practice, or procedure with
respect to the Account, but shall perform the ministerial and administrative
functions described in this Agreement as provided herein and within the
framework of policies, interpretations, rules, practices, and procedures made by
Principal or an investment manager, where applicable, as the same shall be
reflected in instructions to Custodian from Principal or any Investment Manager.
(d) Custodian shall not be required to appear in or defend any legal
proceedings with respect to the Account or the Securities unless Custodian has
been indemnified to its satisfaction against loss and expense (including
reasonable attorneys' fees).
(e) Custodian may consult with counsel acceptable to it after written
notification to Principal concerning its duties and responsibilities under this
Agreement, and shall not be liable for any action taken or not taken in good
faith on the written advice of such counsel.
(f) Principal and each Customer's right to indemnity under Paragraph
15(b) of this Agreement shall survive the termination of this Agreement.
16. INDEMNITIES.
(a) Principal hereby agrees to indemnify Custodian against all
liability, claims, demands, damages, losses, and costs, including reasonable
attorneys' fees and expenses of legal proceedings, resulting from Custodian's
compliance with instructions from Principal or any Investment Manager and the
terms of this Agreement, except where Custodian has acted with negligence or
willful misconduct.
(b) Custodian's right to indemnity under Paragraph 16(a) of this
Agreement shall survive the termination of this Agreement.
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17. COMPENSATION; EXPENSES. Principal shall reimburse Custodian for all
reasonable out-of-pocket expenses and processing costs incurred by Custodian in
the administration of the Account including, without limitation, reasonable
counsel fees incurred by Custodian pursuant to Paragraph 15(e) of this
Agreement. Principal also shall pay Custodian reasonable compensation for its
services hereunder as specified in Appendix A. Custodian shall be entitled to
withdraw such expenses or compensation from the Account if Principal fails to
pay the same to Custodian within 45 days after Custodian has sent an appropriate
billing to Principal.
18. AMENDMENT: TERMINATION. This Agreement may be amended at any time by a
written instrument signed by the parties. Either party may terminate this
Agreement and the Account upon 90 days' written notice to the other unless the
parties agree on a different time period. Upon such termination, Custodian shall
deliver or cause to be delivered the Securities, less any amounts due and owing
to Custodian under this Agreement, to a successor custodian designated by
Principal or, if a successor custodian has not accepted an appointment by the
effective date of termination of the Account, to Principal. Upon completion of
such delivery Custodian shall be discharged of any further liability or
responsibility with respect to the Securities so delivered.
19. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors in interest. Without consent
of the parties, this agreement cannot be assigned to any third party.
20. GOVERNING LAW. The validity, construction, and administration of this
Agreement shall be governed by the applicable laws of the United States from
time to time in force and effect and, to the extent not preempted by such laws
of the United States, by the laws of the State of California from time to time
in force and effect.
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21. EFFECTIVE DATE. This Agreement shall be effective as of the date
appearing below, and shall supersede any prior or existing agreements between
the parties pertaining to the subject matter hereof.
Date:
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By:
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Authorized Signature
"Principal," for Principal and for its Customers
THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION
By:
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Title:
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By:
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Title:
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"Custodian"
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SCHEDULE A
LIST OF CLIENTS PURSUANT TO CONTRACT
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NCC Funds, a Massachusetts business trust, registered under the Investment
Company Act of 1940, as an open-end investment management company
SCHEDULE B
TO CUSTODIAN AGREEMENT
BETWEEN NATIONAL CITY BANK AND
THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION
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COUNTRY OR REGION APPROVED SUB-CUSTODIAN APPROVED DEPOSITORIES
Australia National Australia Bank, Ltd
Austria Creditanstalt Bankverein Wertpapiersanimelbank, a
division of Oesterreichische
Kontrollbank A.G.
Belgium Kredietbank N.V. and Caisse
Euroclear Clearance Interprofessionnelle
System Societe de Depots et de
Cooperative Virements de Titres, S.A.
Canada The Royal Bank of Canada The Canadian Depository for
Securities Limited
France Banque Indosuez Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres
Germany Dresdner Bank ▇.▇. ▇▇▇▇▇▇▇▇▇ Kassenverein, A.G.
Hong Kong The Hong Kong and The Central Clearing
Shanghai Banking and settlement System
Corporation Limited
Ireland Allied Irish Banks PLC
Japan The Mitsubishi Bank Japan Securities
Limited Depository Center
Luxembourg Centrale de Livraison de Centrale de Livraisonde
Valeurs Mobilieres, S.A. Valeurs Mobilieres, S.A.
("CEDEL") ("CEDEL")
Netherlands MeesPierson N.V. Nederlands Centraal
Instituut voor Giraal
Effectenverkehr B.V.
New Zealand National Australia Bank
Limited (New Zealand)
United Kingdom Midland Bank plc and
The First National Bank of
Chicago (London Branch)