Exhibit 99-B8
MUTUAL FUND CUSTODY AGREEMENT
This agreement made as of this 14th day of January, 1991, by Universal
Capital Investment Trust, an unincorporated business trust under the laws of the
Commonwealth of Massachusetts, with its principal place of business located at
Oakbrook Terrace, Illinois (hereinafter "Fund"), and United Missouri Bank of
Kansas City, N.A., a national banking association with its principal place of
business located at Kansas City, Missouri (hereinafter "Custodian").
WITNESSETH:
WHEREAS, the Fund desires to appoint Custodian as its custodian for the
custody of securities and monies owned by the Fund which securities and monies
are to be held in such accounts as the Fund may establish from time to time; and
WHEREAS, Custodian is willing to accept such appointment on the terms and
conditions hereof.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto, intending to be legally bound, mutually covenant and agree
as follows:
1. APPOINTMENT OF CUSTODIAN.
The Fund hereby constitutes and appoints the Custodian as custodian of
securities and monies belonging to the Fund which have been or may be from time
to time deposited with the Custodian. Custodian accepts such appointment as a
custodian and agrees to perform the duties and responsibilities of Custodian as
set forth herein on the conditions set forth herein.
2. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the meanings
so indicated:
(a) "Security" or "Securities" shall mean stocks, bonds, bills, rights,
script, warrants, interim certificates, either temporary or permanent, and all
negotiable or nonnegotiable paper commonly known as securities and other
instruments or obligations.
(b) "Assets" shall mean Securities and monies held by the Custodian for the
benefit of the Fund.
(c) "Instructions", as used herein, shall mean written or oral instructions
to the Custodian from a designated representative of the Fund. It shall also
include messages conveyed electronically by means of a terminal located in the
office of the Fund or a computer-to-computer interface which is linked to the
Custodian's computer system if receipt of such messages is acknowledged by the
Custodian through the same system by which it was transmitted. The
Custodian shall be fully protected and indemnified against any loss incurred in
properly acting on any information or instructions so entered into its system by
employees of the Fund to the extent authorized by the Resolution described in
Section 3 below. Where appropriate, Instructions shall be continuing
instructions.
The Custodian may, in its sole discretion, rely on oral instructions if no
mechanism is readily available for the transmission, including by facsimile, of
written instructions.
No later than the next business day immediately following each oral
Instruction, the Fund will send the Custodian written confirmation of such oral
Instruction. Either party may record on tape, or otherwise, any oral
Instruction whether given in person or via telephone.
3. DELIVERY OF CORPORATE DOCUMENTS.
Each of the parties to this Agreement represents that its execution does
not violate any of the provisions of its respective charter, agreement and
declaration of trust, articles of incorporation, articles of association or
bylaws and all required corporate action to authorize the execution and delivery
of this Agreement has been taken.
The Fund has delivered or will deliver to the Custodian prior to its
effective date, copies of a Resolution of its Board of Trustees and all
amendments or supplements thereto, properly certified or authenticated,
designating certain officers and/or employees of the Fund who may give oral or
written Instructions on behalf of the Fund or who may certify matters as
provided in Section 5(q)(5) below and authorizing the Custodian to rely upon
such Instructions or certification. Such Resolution may be considered to be in
full force and effect (and the Custodian will be protected in acting in reliance
thereon) until receipt by the Custodian of written notice to the contrary.
Unless the Resolution delegating authority to any person to give Instructions
specifically requires that the approval of anyone else will first have been
obtained, the Custodian will be under no obligation to inquire into the right of
the person giving such Instructions to do so.
4. DUTIES AND RESPONSIBILITIES OF THE FUND.
The Fund may deliver Assets belonging to it or cause them to be delivered
to the Custodian from time to time on and after the execution of this Agreement.
All Securities so delivered to the Custodian (other than bearer securities)
shall be registered in the name of the Custodian or its nominee, or the Fund or
its nominee. If registered in the name of the Fund or its nominee, such
securities shall be properly endorsed and in form for transfer satisfactory to
the Custodian.
5. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
(a) Safekeeping.
The Custodian will receive delivery of and keep safely the Assets of each
of the various accounts established hereunder which are delivered to it from
time to time, such Assets to be
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segregated into such separate accounts. The Custodian will not deliver,
assign, pledge or hypothecate any of such Assets to any person except as
directed by the Fund acting in accordance with the provisions of this Agreement.
The Custodian is responsible for the Assets delivered to it by the Fund only
until such Assets have been transmitted to and received by other persons at the
direction of the Fund.
The Custodian may participate directly or indirectly in and the Fund hereby
approves use of the Treasury/Federal Reserve Book Entry System (as such entity
is defined at 17 CFR Section 270.17f-4(b)), Participants Trust Company, The
Depository Trust Company, and United Missouri Trust Company of New York. The
use of any other subcustodian or depository by Custodian must be approved in
writing by the Fund.
(b) Registration of Securities.
Custodian may hold stocks and other registerable portfolio securities which
have been delivered to it, by registering the same in the name of the Fund or
its nominee, or in the name of the Custodian or its nominee, for whose actions
the Fund and Custodian, respectively, shall be fully responsible. In addition,
the Custodian may hold such securities in street certificate form, so called,
with or without any indication of fiduciary capacity. However, unless it
receives instructions to the contrary, the Custodian will register all such
portfolio securities in the name of the Custodian's authorized nominee.
Securities may also be registered in the nominee of any central depository,
clearing corporation or other entity with which securities may be deposited with
approval of the Fund (and the Fund shall indemnify and hold the Custodian
harmless against liability it incurs solely as a holder of record or by virtue
of its indemnification of any subcustodian for losses incurred by any such
subcustodian or its nominee solely as a holder of record). All Securities,
which are held directly or indirectly by the Custodian hereunder, shall at all
times be identifiable on the records of the Custodian.
(c) Free Delivery of Assets.
Notwithstanding any other provision of this Agreement, the Custodian, upon
receipt of Instructions, will undertake to deliver Assets, provided such Assets
are on hand and available, in connection with the Fund's transactions and to
transfer such Assets to such broker, dealer, subcustodian, depository, bank,
agent or otherwise as specified in such Instructions. Notwithstanding any of
the foregoing, no authorizations or Instructions received by the Custodian from
the Fund will be deemed to authorize or permit any director, trustee, officer,
employee, or agent of the Fund to withdraw any of the Assets of the Fund upon
the mere receipt of such authorization or Instructions from such director,
trustee, officer, employee or agent.
(d) Exchange of Securities.
Upon receipt of Instructions, the Custodian will exchange, or cause to be
exchanged, portfolio securities delivered to it by the Fund for other securities
or cash paid in connection with any reorganization, recapitalization, merger,
consolidation, or conversion of convertible securities, and will deposit any
such securities in accordance with the terms of any reorganization or protective
plan.
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Without Instructions, the Custodian is authorized to exchange securities
held by it in temporary form for securities in definitive form, to effect an
exchange of shares in a stock split or when the par value of the stock is
changed, to sell any fractional shares, and, upon receiving payment therefor, to
surrender bonds or other securities held by it at maturity or call.
(e) Purchases or Sales of Securities Other Than Options and Futures.
The Fund will, when Securities are purchased or sold on behalf of any one
of its accounts, give the Custodian Instructions which shall specify with
respect to each such purchase or sale:
(1) The name of the issuer and the description of the security
including CUSIP number;
(2) The number of shares or the principal amount purchased or sold,
and accrued interest, if any;
(3) The trade date;
(4) The settlement date;
(5) The total amount payable upon such purchase or the total amount
to be received on such sale;
(6) The name of the person from whom or the broker or dealer through
whom the purchase or sale was made.
In accordance with such Instructions, Custodian shall, with respect to a
purchase, pay for out of monies held in the Fund's account for which the
purchase was made, but only insofar as monies are available therein for such
purpose, and receive the portfolio securities so purchased. Such payment will
be made only upon receipt by the Custodian of the Securities so purchased in
form for transfer satisfactory to the Custodian.
In accordance with such Instructions, the Custodian will, with respect to a
sale, deliver or cause to be delivered the Securities thus designated as sold to
the broker or other person specified in the Instructions relating to such sale,
such delivery to be made only upon receipt of payment therefor in such form as
is satisfactory to the Custodian, with the understanding that the Custodian may
deliver or cause to be delivered securities and arrange for payment therefor in
accordance with the customs then prevailing among dealers in securities. If the
Custodian makes arrangements for payments in accordance with the customs then
prevailing among dealers in securities and does not subsequently receive
payment, it will use its best efforts to obtain payment.
After complying with the reporting requirements of paragraphs (j) and (p)
of this Section 5, Custodian shall have no duty or responsibility, except on the
receipt of further Instructions from the Fund, to take any steps to obtain
payment of cash due the Fund or delivery of Securities from brokers or others
either against payment or free of payment.
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(f) Puts of Securities Other Than Options and Futures.
The Fund will, when a put of Securities occurs on behalf of one of its
accounts, give the Custodian Instructions which shall specify with respect to
each such put:
(1) The name of the issuer and description of the Securities
including CUSIP number and its then current location;
(2) The number of shares or principal amount put or sold, and accrued
interest, if any;
(3) The trade date;
(4) The settlement date;
(5) The total amount to be received by the Custodian upon such put;
(6) The name and address of the broker or dealer through whom or
person to whom the put was made and appropriate delivery
instructions; and
(7) The notification time and date and the time and date of delivery.
In accordance with such Instructions, the Custodian will deliver or cause
to be delivered the Securities thus designated as put for the Fund to the broker
or other person specified in the Instructions relating to such transaction, such
delivery to be made only upon receipt of payment therefor in such form as is
satisfactory to the Custodian, with the understanding that the Custodian may
deliver or cause to be delivered securities and arrange for payment therefor in
accordance with the customs then prevailing among dealers in securities. If the
Custodian makes arrangements for payments in accordance with the customs then
prevailing among dealers in securities and does not subsequently receive
payment, it will use its best efforts to obtain payment.
If Custodian has made proper delivery, made a best-efforts attempt to
collect amounts due and complied with the reporting requirements of paragraphs
(j) and (p) below, the Custodian shall have no duty or responsibility, except on
the receipt of further Instructions from the Fund, to take any additional steps
to obtain payment for Securities put pursuant to Instructions of the Custodian.
(g) Purchases or Sales of Security Options, Options on Indices,
Security Index Futures Contracts, and Options on Index Future
Contracts.
The Fund will, upon the occurrence of a purchase or sale of the following
options and/or futures on behalf of any one of its accounts, give the Custodian
Instructions which shall specify with respect to each such purchase or sale:
(1) Security Options.
a) The underlying security;
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b) The price at which purchased or sold;
c) The expiration date;
d) The number of contracts;
e) The exercise price;
f) Whether the transaction is an opening, exercising, expiring
or closing transaction;
g) Whether the transaction involves a put or call;
h) Whether the option is written or purchased;
i) The name and broker number of the broker or dealer through
whom the sale or purchase was made.
(2) Options on Indices.
a) The index;
b) The price at which purchased or sold;
c) The exercise price;
d) The premium;
e) The multiple;
f) The expiration date;
g) Whether the transaction is an opening, exercising, expiring
or closing transaction;
h) Whether the transaction involves a put or call;
i) Whether the option is written or purchased; and
j) The name and broker number of the broker or dealer through
whom the sale or purchase was made, and other applicable
settlement Instructions.
(3) Security Index Future Contracts.
a) The last trading date specified on the contract;
b) The multiple;
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c) Any margin requirement;
d) The name and broker number of the futures commission
merchant through whom the sale or purchase was made, and
applicable settlement Instructions.
(4) Option on Index Future Contracts.
a) The underlying index future contract;
b) The premium;
c) The expiration date;
d) The number of options
e) The exercise price;
f) Whether the transaction involves an opening, exercising,
expiring or closing transaction;
g) Whether the transaction involves a put or call;
h) Whether the option is written or purchased; and
i) The name and broker number of the futures commission
merchant through whom the sale or purchase was made, and
applicable settlement Instructions.
5) With respect to any such options and futures transactions, the
Instructions, if appropriate, shall include the need for a
segregated margin account, pledge of securities, escrow receipt
or any other appropriate collateral instructions.
(h) Pledges or Loans of Securities:
(1) Upon receipt of Instructions from the Fund, Custodian will
release or cause to be released Securities held in custody to the
pledgees designated in such Instructions by way of pledge or
hypothecation to secure loans incurred by the Fund with various
lenders including but not limited to United Missouri Bank of
Kansas City, N.A.; provided, however, that the Securities shall
be released only upon payment to the Custodian of the monies
borrowed, except that in cases where additional collateral is
required to secure existing borrowings, further Securities may be
released or delivered, or caused to be released or delivered for
that purpose upon receipt of Instructions. Upon receipt of
Instructions, the Custodian will pay, but only from funds
available for such purpose, any such loan upon
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redelivery to it of the Securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing such
loan.
(2) Upon receipt of Instructions, the Custodian will release
Securities held in custody to the borrower designated in such
Instructions; provided, however, that the Securities shall be
released only upon deposit with the Custodian of adequate
collateral as specified in such Instructions, and that the
Custodian retain on the Fund's behalf the right to any dividends,
interest or distribution on such loaned Securities. Upon receipt
of Instructions and the loaned Securities, the Custodian will
release the collateral to the borrower.
(i) Deposit Accounts.
The Custodian will open and maintain a special purpose deposit account in
its own commercial banking department for each of the Fund's accounts
(hereinafter the "Account"), subject only to draft or order by the Custodian
upon receipt of Instructions. All monies received by the Custodian from the
Fund or otherwise for the benefit of the Fund shall be deposited in the
appropriate Account, and all monies paid by the Custodian to the Fund or
otherwise for the benefit of the Fund shall be charged to the appropriate
Account.
(j) Failure of Delivery or Receipt of Securities.
In addition to complying with the reporting requirements of paragraph (p)
below, the Custodian shall promptly notify the Fund of any failure to receive or
to deliver any Securities pursuant hereto.
(k) Assets Held Outside of the United States.
If the Fund deposits or acquires "foreign securities", as defined in
paragraph (c)(l) of Rule 17f-5 of the Investment Company Act of 1940, as such
Act may be amended (the "Act"), the Custodian shall execute an agreement with an
"eligible foreign subcustodian" (as defined in the Act), which agreement shall
define the duties and responsibilities of the Fund, the Custodian, and the
subcustodian with respect to such foreign securities, and shall be approved by
the Board of Directors of the Fund. The Fund agrees to provide the Custodian
with a certified copy of resolutions of its Board that approve such agreement
and use of such foreign subcustodian.
(l) Routine Dealings.
The Custodian will, in general, attend to all routine and mechanical
matters in accordance with industry standards in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings with Securities or
other property of the Fund except as may be otherwise provided in this Agreement
or directed from time to time by Instructions from the Fund.
(m) Overdrafts.
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The Fund acknowledges that due to the timing of purchases and sales of
securities and the receipt and disbursement of funds there may, from time to
time, exist overdrafts in the Accounts maintained for its benefit. The Fund
hereby grants to United Missouri Bank of Kansas City, N.A. a right of set off in
any deposits and security positions which may be held by Custodian hereunder
(except for Assets pledged to secure loans as described in Section 10 hereof and
any assets held in segregated sub-accounts established under the provisions of
Section 5(g)(5)) to cover such overdrafts as may exist from time to time.
(n) Collection of Income and Other Payments.
(1) The Custodian will take such action as may be necessary and
proper in connection with the collection, receipt and deposit of
such income and other payments, including but not limited to the
presentation for payment of:
a) All coupons and other income items requiring presentation;
b) All other Securities which may mature; and
c) All other Securities that may be called, redeemed,
exchanged, retired or otherwise become payable and regarding
which the Custodian has notice which is contained in
publications of the type to which it normally subscribes for
such purpose, or actual knowledge if not so published.
i) Unless it receives specific Instructions, the Custodian
shall have no liability for its failure to exchange or
surrender any security under the circumstances
described herein if, at the time of its deposit,
purchase or other receipt by the Custodian, the
security had been called, exchanged, redeemed or been
subject to similar prior action.
ii) Should any Securities held in any central depository
system be called for a partial redemption by the issuer
thereof, the Custodian shall allot the called portion
among its beneficial holders in accordance with its
random selection process.
(2) The Custodian shall execute ownership and other certificates and
affidavits for all federal, state and local tax purposes in
connection with the collection of bonds, notes and coupons.
(3) The Custodian will take such action as may be necessary and
proper in connection with endorsement for collection, in the name
of the Fund or its nominee or the Custodian or its nominee, of
all checks, drafts or other negotiable instruments.
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(4) The Custodian, however, will not be required to institute suit or
take other extraordinary action to enforce collection except upon
receipt of Instructions and upon being indemnified to its
satisfaction against the costs and expenses of such suit or other
actions.
(5) The Custodian will deal with stock rights pursuant to
Instructions. Unless prior Instructions have been received to
the contrary, the Custodian will sell any rights held on the last
trade date prior to the date of expiration of such rights.
(6) Subject to the provisions of paragraph (n)(l)(c) of this Section
5, the Custodian shall promptly notify the Fund of any default in
payment of funds on securities that have matured, been called, or
redeemed.
(7) The Custodian will assist the Fund by advising it, to the extent
the Custodian has notice which is contained in publications to
which it normally subscribes for such purposes, or actual
knowledge if not so published, of all announcements of
reorganizations, mergers, consolidations, recapitalizations, or
rights or privileges to subscribe, convert, exchange, put, redeem
or tender securities subject to this Agreement. In this regard
Custodian will use its best efforts to convey such information to
the Fund in a timely manner based on the circumstances of each
particular case. Whenever any such rights or privileges exist,
the Fund will provide Custodian with timely Instructions. Absent
Custodian's timely receipt of such Instructions, Custodian shall
not be liable for not taking any action or not exercising such
rights prior to their expiration. For purposes of this
subparagraph, "timely" shall have the same meaning as in
paragraph (q)(10) below.
(o) Proxies and Notices; Compliance with the Shareholders Communication
Act of 1985.
The Custodian will promptly mail or cause to be mailed to the Fund or its
designee all proxies and proxy statements affecting or relating to the
Securities held by the Custodian for the Fund. Except as provided by this
Agreement or pursuant to Instructions received by Custodian from the Fund,
neither it nor its nominees shall exercise any power inherent in any such
Securities, including a power to vote the same, or execute any proxy, power of
attorney, or other similar instrument voting any of such Securities or give any
consent, approval or waiver with respect thereto, or take any other similar
action.
The Custodian will not release the identity of the Fund to an issuer which
requests such information pursuant to the Shareholder Communications Act of 1985
for the specific purpose of direct communications between such issuer and the
Fund unless the Fund directs the Custodian otherwise in writing.
(p) Books and Records.
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The Custodian shall maintain records relating to its activities under this
Agreement in such a way that the Fund will be able to meet its obligations under
the Investment Company Act of 1940. These records shall be open for inspection
by duly authorized officers, employees or agents (including independent public
accountants) of the Fund during normal business hours of the Custodian.
The Custodian shall provide Accountings relating to its activities under
this Agreement as shall be agreed upon by the Fund and the Custodian.
The Custodian shall maintain its computer system in such a way that the
Fund may, by means of a terminal located in its office or a computer-to-computer
interface, each of which is connected to the Custodian's computer system, access
information concerning the Assets held for it.
With respect to securities deposited by the Custodian in a clearing agency
which acts as a securities depository or the book-entry system, the Custodian
shall send to the Fund reports received from the appropriate Federal Reserve
Bank or clearing agency on its respective system of internal accounting control,
as agreed upon by the Fund and the Custodian. The Custodian shall also send to
the Fund such reports on its own system of internal accounting control as the
Fund may request from time to time.
(q) Limitation of Liability of Custodian.
(1) The Custodian shall hold harmless and indemnify the Fund from and
against any loss or liability arising out of the Custodian's
failure to comply with the terms of this Agreement or arising out
of the Custodian's negligence, willful misconduct or bad faith.
In no event, however, shall the Custodian be liable for any
consequential damages. To the extent any loss indemnified
hereunder by the Custodian involves the loss, theft or negligent
transfer of any securities, the Custodian shall replace such
securities in kind if possible. If such replacement is not
possible, the Custodian shall reimburse the Account in an amount
equal to the market value of such securities on the date of the
discovery of such incident.
For purposes of this paragraph, if the loss, theft, or negligent
transfer of any security is discovered:
(i) at the time of a sale, put, tender, redemption, exchange or
similar action, "market value" shall mean the amount of
cash or the then current market value of any security the
Custodian would have received had the security held pursuant
to this Agreement not been lost, stolen or negligently
transferred and the sale, put, tender, redemption, exchange
or similar action had taken place, or
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(ii) at any other time, the market value of such security on the
date of the audit or other event that discloses the loss,
theft or negligent transfer.
Use of United Missouri Trust Company of New York will not affect
any of the Custodian's responsibilities hereunder. The Custodian
may, at its discretion, insure against loss from any cause but
shall be under no obligation to do so.
(2) The Custodian may request and obtain the advice and opinion of
counsel with respect to questions or matters of law, and it shall
be without liability to the Fund for any action taken or omitted
by it in good faith, in conformity with such advice or opinion.
(3) The Custodian may rely upon the advice of the Fund and upon
statements of the Fund's accountants and other persons believed
by it in good faith, to be expert in matters upon which they are
consulted, and the Custodian shall not be liable for any actions
taken, in good faith, upon such statements.
(4) If the Fund requires the Custodian in any capacity to take, with
respect to any Securities, any action which involves the payment
by it, or which in the Custodian's opinion might make it or its
nominee liable for the payment of monies or in any other way, the
Custodian, upon notice to the Fund given prior to such actions,
shall be and be kept indemnified by the Fund in an amount and
form satisfactory to the Custodian against any liability on
account of any such action.
(5) The Custodian shall be protected in acting as a custodian
hereunder upon any instructions, advice, notice, request,
consent, certificate, instrument or paper appearing to it to be
genuine and to have been properly executed and shall, unless
otherwise specifically provided herein, be entitled to receive as
conclusive proof of any fact or matter required to be ascertained
from the Fund hereunder a certificate signed by any officer of
the Fund specifically authorized for such purposes.
(6) Without limiting the generality of any other provisions hereof,
the Custodian shall be under no duty or obligation to inquire
into, and shall not be liable for:
(i) the validity of the issue of any Securities purchased by or
for the Fund, the legality of the purchase thereof or
evidence of ownership required to be received by the Fund,
or the propriety of the decision to purchase or amount paid
therefor; or
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(ii) the legality of the sale of any securities by or for the
Fund, or the propriety of the amount for which the same were
sold.
(7) The Custodian shall not be liable for, or considered to be the
custodian of, any money represented by any check, draft, wire
transfer, clearing house funds, uncollected funds, or instruments
for the payment of money received by it, until the Custodian
actually receives such money, provided only that it shall advise
the Fund promptly if it fails to receive any such money in the
ordinary course of business, and it shall use its best efforts
and cooperate with the Fund toward the end that such money shall
be received.
(8) With the exception of the United Missouri Trust Company of New
York, the Custodian shall not be responsible for any loss
occasioned by the acts, neglects, defaults or insolvency of any
broker, bank, trust company or any other person with whom the
Custodian may deal in the absence of its own negligence, willful
misconduct or bad faith.
(9) Custodian shall not be responsible for losses resulting from
events beyond its control such as strikes, lockouts or labor
disputes, war, riots, equipment or transmission failure or
damage, fire, flood, nuclear fission or fusion, earthquake,
tornado, or other natural disaster, any action or inaction of
governmental authority, or other causes beyond its control.
(10) So long as Custodian performs its duties and responsibilities
under this Agreement, it shall have no liability to the Fund for
any costs, expenses or losses incurred as a result of its failure
to receive Instructions in a timely manner. For this purpose
"timely" shall be determined by reference to the time required,
based on normal industry practices, for performance of the duties
required of it by any particular Instruction.
(11) The Custodian shall be responsible only for the Assets held
directly by the Custodian or its nominees, and United Missouri
Trust Company of New York or its nominees. The Custodian shall
not be liable or responsible for any Assets held by any
subcustodian or depository approved by the Fund. The Custodian
shall not be liable or responsible for any Assets held directly
by the Fund or held directly by any other custodian contracted
with directly by the Fund.
6. OTHER CUSTODIANS AND SUBCUSTODIANS.
The Custodian does hereby assign to the Fund, and will cooperate with the
Fund as reasonably requested from time to time in actions to assert and perfect,
any rights or causes of action which the Custodian may have now or hereafter
against any other subcustodian or depository approved by the Fund pursuant to
the provisions of Section 5(a) hereof to the extent
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of any loss incurred by the Fund as a result of the actions of any such other
subcustodian or depository.
7. COMPENSATION.
The Fund will pay to the Custodian such compensation as is agreed to in
writing by the Custodian and the Fund from time to time.
The Custodian shall be entitled to receive and the Fund agrees to pay the
Custodian, reimbursement for such cash disbursements, costs and expenses as may
be agreed upon from time to time by the Custodian and the Fund.
If, as the result of carrying out their duties under this Agreement, either
party is unjustly enriched at the expense of the other, the injured party shall
be compensated in accordance with industry standards and practices for
resolution of unjust enrichment cases.
8. TERMINATION AND ASSIGNMENT.
The Fund or the Custodian may terminate this Agreement by notice to the
other in writing, delivered or mailed, postage prepaid (certified mail, return
receipt requested) to the other not less than 90 days prior to the date upon
which such termination shall take effect. Upon termination of this Agreement,
the Fund shall pay to the Custodian such fees as may be due the Custodian
hereunder as well as its reimbursable disbursements, costs and expenses paid or
incurred to such date. In such event, the Custodian shall deliver, at the
terminating party's expense, all Assets held by it hereunder to the Fund or as
otherwise designated by the Fund. Upon such delivery, the Custodian shall have
no further obligations or liabilities under this Agreement except as to the
final resolution of matters relating to activity occurring prior to the
effective date of termination.
This Agreement may not be assigned by the Custodian or the Fund without the
respective consent of the other, duly authorized by a resolution by its board of
directors.
9. NOTICES.
Notices, requests, instructions and other writings delivered to the Fund at
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, postage
prepaid, or to such other address as the Fund may have designated to the
Custodian in writing, shall be deemed to have been properly delivered or given
to the Fund hereunder; and notices, requests, instructions and other writings
delivered to the Securities Administration Department of the Custodian at its
office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, or mailed to the Custodian's
Securities Administration Department, postage prepaid, to ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or to such other addresses as the Custodian may
have designated to the Fund in writing, shall be deemed to have been properly
delivered or given to the Custodian hereunder.
14
10. LOAN AGREEMENTS.
The Fund may, from time to time, borrow from banks or other lenders
including United Missouri Bank of Kansas City, N.A. The Fund acknowledges that
in the event of any such borrowing or the incurring of any such obligations,
such bank may require it to grant to such bank a perfected security interest in
that portion of the securities (except for Assets held in a segregated margin
account or otherwise pledged in connection with options or futures contracts and
for Assets pledged to secure other loans previously made hereunder) held by the
Custodian as agreed upon by the Fund and the lender. If required by any such
lender and on receipt of Instructions from the Fund, Custodian will deliver
Securities to the lender in accordance with the provisions of Section 5(h)
hereof. In the event of any such borrowing or the incurring of any such
obligation, the Fund further acknowledges that such bank may require a right of
set-off against all monies and security positions (except for Assets held in a
segregated margin account or otherwise pledged in connection with options or
futures contracts and for Assets pledged to secure other loans previously made
hereunder) held for the benefit of the Fund and that all such securities and
money will be subject to all of the terms and conditions of any note, security
agreement, or other document required by such bank to be executed by the Fund or
the Custodian in connection with any such borrowing or the incurring of any such
obligation.
11. MISCELLANEOUS.
(a) This Agreement is executed and delivered in the State of Missouri
and shall be governed by the laws of such state.
(b) All of the terms and provisions of this Agreement shall be
binding upon, and inure to the benefit of, and be enforceable by the respective
successors and assigns of the parties hereto.
(c) No provisions of this Agreement may be amended or modified, in
any manner except in writing, properly executed by both parties hereto.
(d) The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(e) This Agreement shall be effective as of the date of execution
hereof.
(f) This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
(g) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid by any court of competent
jurisdiction, the remaining portion or portions shall be considered severable
and shall not be affected, and the rights and obligations of the parties shall
be construed and enforced as if this Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
15
IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund Custody
Agreement to be executed by their duly respective authorized officers.
UNIVERSAL CAPITAL INVESTMENT TRUST
BY /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
ATTEST:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
UNITED MISSOURI BANK OF KANSAS CITY, N.A.
BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
ATTEST:
/s/ [illegible]
------------------------------
16
UNITED MISSOURI BANK OF KANSAS CITY, n.a.
AND
UNITED MISSOURI TRUST COMPANY OF NEW YORK
A. ANNUAL FEE:
An annual fee to be computed as of month end and payable on the last
day of each month of the Company's fiscal year, at the annual rate of:
$0.25 for each $1,000 forming part of the first $100,000,000 of
the net assets of the Fund(s) as of that day, plus
$0.15 for each $1,000 forming part of the next $900,000,000 of
the net assets of the Fund(s) as of that day, plus
$0.10 for each $1,000 forming part of the next $1,000,000,000 of
the net assets of the Fund(s) as of that day, plus
$0.05 for each $1,000 forming part of the next $3,000,000,000 of
the net assets of the Fund(s) as of that day, plus
$0.025 for each $1,000 forming part of the next $5,000,000,000 of
the net assets of the Fund(s) as of that day, plus
$0.01 for each $1,000 forming part of any amount exceeding
$10,000,000,000 of the assets of the Fund(s) as that day, plus
B. PORTFOLIO TRANSACTION FEES:
(a) For each portfolio transaction processed through a $10.00
Depository or Federal Book-entry by the Bank
(b) For each portfolio transaction processed through 20.00
PTC or our New York office
(c) For each portfolio transaction processed through 40.00
Euroclear or Cedel
(d) For each option contract written 25.00
(e) For each principal/interest paydown 9.00
(f) For each reorganization/capital change 25.00
C. EARNINGS CREDIT:
(a) Earnings credit will be computed on the daily collected balance(s)
times the weekly average of the 91-day Treasury ▇▇▇▇ discount rate
computed on a monthly basis (less required reserves & FDIC premiums).
(b) If excess earnings credit (AFTER associated DDA expenses are paid) is
available from any affiliated DDA account(s), the credit will be
combined with any existing custody balance earnings credit to form the
total earnings credit balance(s) available. This total earnings
credit will be applied toward the monthly invoice(s) for custody
services.
(c) If excess credits exist AFTER all associated DDA and custody services
fees are paid, these excess credits can be used to offset any other
legitimate fund expense.
(d) Overdrafts will be calculated at United Missouri Bank's prime rate and
charged against the earnings credit balance(s) available.
(e) Any excess earnings credit(s) will be carried over to the following
month(s). Any deficiency will be added onto the fee invoice for that
month.
Universal Capital Investment Trust and United Missouri Bank of Kansas City,
n.a. accept and agree to this fee schedule, as specified in this Agreement,
beginning ______________, 19___ for a minimum of two (2) years.
Fees for services not included or contemplated by this schedule will be
negotiated based on analysis of the services to be performed and by mutual
agreement between the above named parties.
Acceptance of this fee schedule is hereby acknowledged this 14th day of
January, 1991.
UNIVERSAL CAPITAL INVESTMENT UNITED MISSOURI BANK OF KANSAS
TRUST CITY, n.a.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------ -------------------------
Title: President Title: Vice President
-------------------- ------------------------