SUB-CUSTODIAL ACCOUNT AGREEMENT
Institutional Trust Department
AGREEMENT dated as of April 8, 2002 between Forum Trust, LLC ("Forum"), a
limited liability company organized under the laws of the State of Maine with
its principal place of business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
and Comerica Bank (the "Bank"), a Michigan banking corporation and a
wholly-owned subsidiary of Comerica Incorporated, with its principal place of
business at One Detroit Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
WHEREAS, Forum provides custodial services to Core Trust (Delaware) (the
"Trust"), an open-end, management investment company registered under the
Investment Company Act of 1940 (the "1940 Act") pursuant to a Custodian
Agreement entered into between Forum and the Trust.
WHEREAS, the Trust may offer one or more series of shares, each of which
shall represent an interest in a separate portfolio of investments (all such
existing and additional portfolios now or hereafter listed on Exhibit A being
hereafter referred to individually as a "Portfolio" and collectively, as the
"Portfolios");
WHEREAS, Forum desires to appoint Bank as its Sub-Custodian and Agent under
its Custodian Agreement, and Bank wishes to accept such appointment.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. EMPLOYMENT OF BANK. Forum, on behalf of each Portfolio designated on
Exhibit A, attached hereto, hereby employs the Bank as Agent to act as
Sub-Custodian of all securities, cash in U.S. dollars and any other
property of each Portfolio that are delivered to and accepted by the Bank
or any Subcustodian (as that term is defined in Paragraph 4 of this
Agreement) (the "Property") pursuant to the terms and conditions set forth
herein. For purposes of this Agreement, "delivery" of Property shall
include the acquisition by the Trust of a security entitlement (as that
term is defined in the Delaware Uniform Commercial Code ("UCC")). Without
limitation, such Property shall include stocks and other equity interests
of every type, evidences of indebtedness, other instruments representing
same or rights or obligations to receive, purchase, deliver or sell same
and other non-cash property of a Portfolio and cash, provided that the Bank
shall have the right, in its sole reasonable discretion, to refuse to
accept as Property any property of a Portfolio that the Bank considers not
to be appropriate or in proper form for deposit for any reason. The Bank
shall not be responsible for any property of a Portfolio held or received
by Forum or others and not delivered to the Bank or any Subcustodian.
2. MAINTENANCE OF SECURITIES AND CASH AT THE BANK AND SUBCUSTODIAN LOCATIONS.
Pursuant to Instructions (as hereinafter defined in Paragraph 14 of this
Agreement), Forum shall direct the Bank to (a) settle securities
transactions and maintain cash and (b) maintain cash and cash equivalents
in amounts reasonably necessary.
3. CUSTODY ACCOUNT. The Bank agrees to establish and maintain one or more
custody accounts on its books each in the name of a Portfolio (each, an
"Account") for any and all Property from time to time received and accepted
by the Bank or any Subcustodian for the account of such Portfolio. Upon
delivery by or on behalf of Forum or a Portfolio to the Bank of any
Property belonging to a Portfolio, Forum shall, by Instructions,
specifically indicate in which Portfolio such Property belongs or, if such
Property belongs to more than one Portfolio, shall allocate such Property
to the appropriate Portfolios, and the Bank shall allocate such Property to
the Accounts in accordance with the Instructions. Forum, on behalf of each
Portfolio, acknowledges its responsibility as a principal for all of its
obligations to the Bank arising under or in connection with this Agreement,
notwithstanding that it may be acting on behalf of other persons. The Bank
may deliver securities of the same class in place of those deposited in an
Account.
The Bank shall hold, keep safe and protect as custodian for each Account
all Property in such Account and, to the extent such Property constitutes
"financial assets" as defined in the UCC, shall maintain those financial
assets in such Account as security entitlements in favor of the Account.
All transactions involving the Property shall be executed or settled solely
in accordance with Instructions (which shall specifically reference the
Account for which such transaction is being settled), except that until the
Bank receives Instructions to the contrary, the Bank will:
(i) collect all interest and dividends and all other income and payments,
whether paid in cash or in kind, on the Property, as the same become
payable and credit the same to the appropriate Account;
(ii) present for payment all securities held in an Account that are called,
redeemed or retired or otherwise become payable and all coupons and
other income items that call for payment upon presentation to the
extent that the Bank or Subcustodian is actually aware of such
opportunities and hold the cash received in such Account pursuant to
this Agreement;
(iii)(A) exchange securities where the exchange is purely ministerial
(including, without limitation, the exchange of temporary securities
for those in definitive form and the exchange of warrants, or other
documents of entitlement to securities, for the securities themselves)
and (B) when notification of a tender or exchange offer (other than
ministerial exchanges described in (A) above) is received for an
Account,
provide reasonable notice to Forum regarding the need for Instructions
and if Forum fails to provide Instructions in time for the Bank to
take timely action, no action shall be taken with respect thereto;
(iv) whenever notification of a rights entitlement or a fractional interest
resulting from a rights issue, stock dividend or stock split is
received for an Account and such rights entitlement or fractional
interest bears an expiration date, if after notifying Forum such
Instructions are not received in time for the Bank to take timely
action or if actual notice of such actions was received too late to
seek Instructions, sell in the discretion of the Bank (which sale
Forum hereby authorizes the Bank to make) such rights entitlement or
fractional interest and credit the Account with the net proceeds of
such sale;
(v) execute in Forum's name for an Account, whenever the Bank deems it
appropriate, such ownership and other certificates as may be required
to obtain the payment of income from the Property in such Account;
(vi) pay for each Account, any and all taxes and levies in the nature of
taxes imposed on interest, dividends or other similar income on the
Property in such Account by any governmental authority. In the event
there is insufficient cash available in such Account to pay such taxes
and levies, the Bank shall notify Forum of the amount of the shortfall
and Forum may, or may cause a Portfolio to, at its option, deposit
additional cash in such Account or take steps to have sufficient cash
available. Forum agrees, when and if requested by the Bank and
required in connection with the payment of any such taxes, to
cooperate with the Bank in furnishing information, executing documents
or otherwise; and
(vii)appoint brokers and agents in its sole discretion for any of the
ministerial transactions involving the securities described in clauses
(i) - (vi),
(viii) invest accumulated cash in the variety of short-term funds which it
customarily uses in custodial account as directed by Forum. The Bank
shall not be liable for interest on any cash not so invested or held
by it awaiting investment or distribution instructions from Forum.
4. SUBCUSTODIANS AND SECURITIES SYSTEMS. Forum authorizes and instructs the
Bank to maintain the Property in each Account directly in one of its United
States ("U.S.") branches or indirectly through custody accounts that have
been established by the Bank with the following other securities
intermediaries: (a) another U.S. bank or trust company or branch thereof
located in the U.S. that is itself qualified under the 1940 Act, to act as
custodian (individually, a "Subcustodian"), or a U.S. securities depository
or clearing agency or system in which the Bank or a Subcustodian
participates (individually, a "Securities System"), PROVIDED that in each
case in which a Subcustodian or Securities System is employed, each such
Subcustodian or Securities System shall have been approved by Instructions.
Exhibit F attached hereto incorporates by reference all Subcustodians and
Securities Systems approved by the parties as of the date hereof.
Upon receipt of Instructions, the Bank agrees to cease the employment of
any Subcustodian or Securities System with respect to a Portfolio, and if
desirable and practicable as determined in the sole discretion of Bank,
appoint a replacement Subcustodian or Securities System in accordance with
the provisions of this Paragraph. In addition, the Bank may, at any time in
its discretion, upon written notification to Forum, terminate the
employment of any Subcustodian or Securities System.
5. USE OF SUBCUSTODIAN. With respect to Property in an Account that is
maintained by the Bank through a Subcustodian employed pursuant to
Paragraph 4 of this Agreement:
(i) the Bank will identify on its books as belonging to Forum on behalf of
a Portfolio, any Property maintained through such Subcustodian.
(ii) the Property will be subject only to the instructions of the Bank or
its agents.
(iii)the Property will be maintained in an account holding only assets for
clients of the Bank.
6. USE OF SECURITIES SYSTEM. With respect to Property in an Account that is
maintained by the Bank or any Subcustodian through a Securities System
employed pursuant to Paragraph 4 of this Agreement:
(i) the Bank shall, and the Subcustodian will be required by its agreement
with the Bank to, identify on its books such Property as being
maintained for the account of the Bank or Subcustodian for its
clients.
(ii) the Property will be subject only to the instructions of the Bank or
such Subcustodian, as the case may be.
(iii)the Property will be maintained in an account holding only assets for
clients of the Bank, as the case may be, unless precluded by
applicable law, rule, or regulation.
(iv) To the extent required by the 1940 Act or the rules promulgated
thereunder, the Bank shall send Forum a confirmation (as defined in
Rule 17f-4 under the ▇▇▇▇ ▇▇▇) of any transfers to or from an Account.
Where securities are transferred to an Account, the Bank shall also,
by book-entry or otherwise, identify as belonging to a Portfolio a
quantity of securities in a fungible bulk of securities: (i)
registered in the
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name of the Bank or its nominee, or (ii) shown on the Bank's account
on the books of the clearing agency, the book-entry system, or the
Bank's agent.
(v) the Bank shall provide Forum, upon Forum's request, with any report
obtained by the Bank or Subcustodian on the Securities System's
accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System.
7. AGENTS. The Bank may at any time or times in its sole discretion appoint
(or remove) as its agent to carry out such of the provisions of this
Agreement as the Bank may from time to time direct any other U.S. bank or
trust company which is itself qualified under the 1940 Act to act as
custodian; PROVIDED, however, that the appointment of any agent shall not
relieve the Bank of its responsibilities or liabilities hereunder. Bank
shall provide reasonable notice to Forum of the appointment or removal of
any agent.
8. RECORDS, OWNERSHIP OF PROPERTY, STATEMENTS, OPINIONS OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS.
(i) The ownership of the Propertyshall be clearly recorded on the Bank's
books (or on those of any applicable Subcustodian or Security System) as
belonging to the appropriate Account and not to the Bank (or such
Subcustodian or Security System). The Bank shall keep accurate and detailed
accounts of all investments, receipts, disbursements and other transactions
for each Account. All accounts, books and records of the Bank relating
thereto shall be open to inspection and audit at all reasonable times
during normal business hours by any person designated by Forum. All such
accounts shall be maintained and preserved in the form reasonably requested
by Forum. The Bank will supply to Forum from time to time, as mutually
agreed upon, a statement with respect to any Property in an Account
maintained by Bank (or Subcustodian or Security System). In the absence of
the filing in writing with Bank by Forum of exceptions or objections to any
such statement within sixty (60) days of the mailing thereof, Forum shall
be deemed to have approved such statement and in such case or upon written
approval of Forum of any such statement, such statement shall be presumed
to be for all purposes correct with respect to all information set forth
therein.
(ii) The Bank shall take all reasonable action as Forum may request to
obtain from year to year favorable opinions from each Portfolio's
independent certified public accountants with respect to the Bank's
activities hereunder in connection with the preparation of the Trust's
registration statement and the Portfolio's Form N-SAR or other periodic
reports to the SEC and with respect to any other requirements of the SEC.
(iii) At the request of Forum, the Bank shall deliver to Forum a written
report prepared by the Bank's independent certified public accountants with
respect to the services provided by the Bank under this Agreement,
including, without limitation, the Bank's accounting system, internal
accounting control and procedures for safeguarding cash and securities,
including cash and securities deposited and/or maintained in a securities
system or with a Subcustodian. Such report shall be of sufficient scope and
in sufficient detail as may reasonably be required by Forum and as may
reasonably be obtained by the Bank. The Bank authorizes Forum to deliver
copies of such reports to the Trust.
(iv) Upon mutually agreeable terms and conditions, Forum may elect to
participate in any of the electronic on-line service and communications
systems, if any, which may be offered by the Bank that can provide Forum,
on a daily basis, with the ability to view on-line or to print on hard copy
various reports of Account activity and of securities and/or cash being
held in any Account.
9. HOLDING OF SECURITIES, NOMINEES, ETC. Securities in an Account that are
maintained by the Bank or any Subcustodian may be held directly by such
entity in the name of Forum or in bearer form or maintained, on behalf of a
Portfolio, in the Bank's or Subcustodian's name or in the name of the
Bank's or Subcustodian's nominee. Securities that are maintained through a
Subcustodian or which are eligible for deposit in a Securities System as
provided above may be maintained with the Subcustodian or the Securities
System in an account for Forum, unless prohibited by law, rule, or
regulation. The Bank or Subcustodian, as the case may be, may combine
certificates representing securities held in an Account with certificates
of the same issue held by Bank or Subcustodian as fiduciary or as a
custodian. In the event that any securities in the name of the Bank or its
nominee or held by a Subcustodian and registered in the name of such
Subcustodian or its nominee are called for partial redemption by the issuer
of such Security, the Bank may, subject to the rules or regulations
pertaining to allocation of any Securities System in which such securities
have been deposited, allot, or cause to be allotted, the called portion of
the respective beneficial holders of such class of security in any manner
the Bank deems to be fair and equitable. Securities maintained with a
Securities System shall be maintained subject to the rules of that
Securities System governing the rights and obligations among the Securities
System and its participants. Securities held in the name of Forum shall
indicate that they are held by Forum "as custodian" and not in its
individual capacity.
10. PROXIES, ETC. With respect to any proxies, notices, reports or other
communications pertaining to any of the securities in any Account, the Bank
shall perform such services and only such services as are (a) set forth in
Paragraph 3 of this Agreement or (b) as may otherwise be agreed upon
between the Bank and Forum. Neither the Bank nor its nominees or agents
shall vote upon or in respect of any of the securities in an Account,
execute any form of proxy to vote thereon, or give any consent or take any
action (except as provided in Paragraph 3 of this Agreement) with respect
thereto except upon the receipt of Instructions.
11. SETTLEMENT PROCEDURES. Securities will be transferred, exchanged or
delivered by the Bank or a Subcustodian upon receipt by the Bank of
Instructions that include all information required by the Bank. Settlement
and payment for securities received for an Account and delivery of
securities out of such Account may be effected in accordance with the
customary or established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities to
the purchaser thereof or to a dealer therefor (or an agent for such
purchaser or dealer) against a receipt with the expectation of receiving
later payment for such
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securities from such purchaser or dealer, as such practices and procedures
may be modified or supplemented in accordance with the standard operating
procedures of the Bank in effect from time to time for that jurisdiction or
market. The Bank shall not be liable for any loss which results from
effecting transactions in accordance with the customary or established
securities trading or securities processing practices and procedures in the
applicable jurisdiction or market.
Notwithstanding that the Bank may settle purchases and sales against, or
credit income to, an Account, on a contractual basis, the Bank may, at its
sole option, reverse such credits or debits to the appropriate Account in
the event that the transaction does not settle, or the income is not
received in a timely manner, and Forum agrees to hold the Bank harmless
from any losses that may result therefrom.
12. CONDITIONAL CREDITS; OVERDRAFTS
(i) Notwithstanding any other provision of this Agreement, the Bank shall
not be required to comply with any Instructions to settle the purchase
of any securities for the Account unless there are sufficient
immediately available cash in the Account, provided that, if, after
all expenses, debits and withdrawals of cash ("Debits") applicable to
the Account have been made and if after all Conditional Credits, as
defined below, applicable to the Account have become final entries as
set forth in (iii) below, the amount of immediately available cash in
such Account is at least equal to the aggregate purchase price of all
securities for which the Bank has received Instructions to settle on
that date ("Settlement Date"), the Bank, upon settlement, shall credit
the securities to the Account by making a final entry on its books and
records.
(ii) Notwithstanding the foregoing, if after all Debits applicable to the
Account have been made, the amount of immediately available cash in
such Account is less than the aggregate purchase price of all
securities for which the Bank has received Instructions to settle on
any Settlement Date, the Bank, upon settlement, shall credit the
securities to the Account by making a conditional entry on its books
and records ("Conditional Credit"), pending receipt of sufficient
immediately cash in the relevant currency in the Account. Bank shall
not be required to make such credit if the credit would be greater
than 33 1/3% of a Portfolio's value or $100 million, whichever is
less.
(iii)If, within a reasonable time, as determined in the sole discretion of
Bank from the posting of a Conditional Credit and after all Debits
applicable to the Account have been made, immediately available cash
at least equal to the aggregate purchase price in such currency of all
securities subject to a Conditional Credit on a Settlement Date are
deposited into the Account, the Bank shall make the Conditional Credit
a final entry on its books and records. In such case, Forum shall be
liable to the Bank only for charges at a rate that the Bank
customarily charges for similar extensions of credit. These charges
are listed in Exhibit B.
(iv) If (A) within a reasonable time, as determined in the sole discretion
of Bank, from the posting of a Conditional Credit, immediately
available cash at least equal to the resultant Debit on a Settlement
Date are not deposited in the Account, or (B) any Proceeding (as
defined below) shall occur, the Bank may sell such of the securities
subject to the Conditional Credit as it selects in its sole discretion
and shall apply the net proceeds of such sale to cover such Debit,
including related late charges, and any remaining proceeds shall be
credited to the Account. If such proceeds are insufficient to satisfy
such Debit in full, Forum shall continue to be liable to the Bank for
any shortfall. The Bank shall make the Conditional Credit a final
entry on its books as to the securities not required to be sold to
satisfy such Debit. Pending payment in full by Forum of the purchase
price for securities subject to a Conditional Credit, and the Bank's
making a Conditional Credit a final entry on its books, and, unless
consented to by the Bank, Forum shall have no right to give further
Instructions in respect of securities subject to a Conditional Credit.
The Bank shall have the sole discretion to determine which securities
shall be deemed to have been paid for by Forum out of cash available
in the Account. Any such Conditional Credit may be reversed (and any
corresponding Debit shall be canceled) by the Bank unless and until
the Bank makes a final entry on its books crediting such securities to
the Account. The term "Proceeding" shall mean any insolvency,
bankruptcy, receivership, reorganization or similar proceeding
relating to Forum, the Trust or a Portfolio whether voluntary or
involuntary.
(v) Under normal circumstances, Forum will not facilitate the purchase of
securities without believing there to be sufficient cash in the
Account (which cash shall not include the expected proceeds of the
sale of the purchased securities). On occasion, Forum may borrow money
from the Bank or overdraft an Account to facilitate redemptions, up to
33 1/3% or $100 million, whichever is less. The Bank's charges for
borrowing money from the Bank and overdrafting an account are listed
in Exhibit B.
13. PERMITTED TRANSACTIONS. Forum agrees that it will cause transactions to be
made pursuant to this Agreement only upon Instructions in accordance with
Paragraph 14 of this Agreement (but subject to Paragraph 3 of this
Agreement) and only for the purposes listed below.
(i) In connection with the purchase or sale of securities at prices as
confirmed by Instructions.
(ii) When securities are called, redeemed or retired, or otherwise become
payable.
(iii)In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger,
consolidation, reorganization, recapitalization or readjustment.
(iv) Upon conversion of securities pursuant to their terms into other
securities.
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(v) Upon exercise of subscription, purchase or other similar rights
represented by securities.
(vi) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses.
(vii)In connection with any borrowings by a Portfolio requiring a pledge
of securities, but only against receipt of amounts borrowed or in
order to satisfy requirements for additional or substitute collateral.
(viii) In connection with any loans, but only against receipt of collateral
as specified in Instructions which shall reflect any restrictions
applicable to a Portfolio or Forum.
(ix) For the purpose of redeeming shares of the capital stock of a
Portfolio against delivery of the shares to be redeemed to the Bank, a
Subcustodian, Forum or a Portfolio's transfer agent.
(x) For the purpose of redeeming in kind shares of a Portfolio against
delivery of the shares to be redeemed.
(xi) For delivery in accordance with the provisions of any agreement among
Forum, on behalf of a Portfolio, the Portfolio's investment adviser
and a broker-dealer relating to compliance with the rules of The
Options Clearing Corporation, the Commodities Futures Trading
Commission or of any registered national securities exchange, or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by a Portfolio.
(xii)For release of securities to designated brokers under covered call
options, provided, however, that such securities shall be released
only upon payment to the Bank of monies for the premium due and a
receipt for the securities which are to be held in escrow. Upon
exercise of the option, or at expiration, the Bank will receive the
securities previously deposited from broker. The Bank will act
strictly in accordance with Instructions in the delivery of securities
to be held in escrow and will have no responsibility or liability for
any such securities which are not returned promptly when due other
than to make proper request for such return.
(xiii) Upon the termination of this Agreement as set forth in Paragraph 18
of this Agreement.
(xiv) For other proper purposes.
Forum agrees that the Bank shall have no obligation to verify the purpose
for which a transaction is being effected.
14. INSTRUCTIONS. The term "Instructions" means instructions from or on behalf
or Forum in respect of any of the Bank's duties hereunder that have been
received by the Bank in compliance with Paragraph 19 (a) of this Agreement
in writing (including, without limitation, facsimile transmission) or by
tested telex signed or given by such one or more person or persons as Forum
shall have from time to time authorized in writing to give the particular
class of Instructions in question and whose name and (if applicable)
signature and office address have been filed with the Bank, or (b) which
have been transmitted electronically through an electronic on-line service
and communications system offered by the Bank or other electronic
instruction system acceptable to the Bank, or (c) a telephonic or oral
communication by one or more persons as Forum shall have from time to time
authorized to give the particular class of Instructions in question and
whose name has been filed with the Bank; or (d) upon receipt of such other
form of instructions as Forum may from time to time authorize in writing
and which the Bank has agreed in writing to accept. Instructions in the
form of oral communications shall be confirmed by Forum by writing in the
manner set forth in clause (a) above, but the lack of such confirmation
shall in no way affect any action taken by the Bank in reliance upon such
oral instructions prior to the Bank's receipt of such confirmation.
Instructions may relate to specific transactions or to types or classes of
transactions, and may be in the form of standing instructions.
The Bank shall have the right to assume in the absence of notice to the
contrary from Forum that any person whose name is on file with the Bank
pursuant to this Paragraph has been authorized by Forum or its affiliates
to give the Instructions in question and that such authorization has not
been revoked. The Bank may act upon and conclusively rely on, without any
liability to Forum or any other person or entity for any losses resulting
therefrom, any Instructions reasonably believed by it to be furnished by
the proper person or persons as provided above. Forum agrees that Bank
shall have no independent duty to investigate or verify the validity or
genuineness of any person claiming to be the person whose name is on file
as shown in Exhibit C as may be amended and notified by Forum to Bank from
time to time.
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15. STANDARD OF CARE.
(i) So long as and to the extent that it is in the exercise of reasonable
care, Bank shall not be responsible for the title, validity or genuineness
of any Property or evidence of title thereto received by it or delivered by
it pursuant to this Agreement and shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or
parties.
(ii) Bank shall be under no duty to take any action except as specifically
set forth herein or as may be specifically agreed to by Bank in writing.
Bank shall use its best judgment and efforts in rendering the services
described in this Agreement. Bank shall not be liable to Forum for any
action or inaction of Bank relating to any event whatsoever in the absence
of bad faith, willful misfeasance or negligence in the performance of
Bank's duties or obligations under this Agreement or by reason of Bank's
reckless disregard of its duties and obligations under this Agreement.
(iii) Forum agrees to indemnify and hold harmless Bank, its employees,
agents, directors, officers and managers and any person who controls the
Bank within the meaning of section 15 of the Securities Act of 1933, as
amended (the "1933 Act"), or section 20 of the Securities Exchange Act of
1934, as amended (the "1934 Act") ("Bank Indemnitees"), against and from
any and all claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, reasonable counsel fees and other expenses
of every nature and character arising out of or in any way related to
Bank's actions taken or failures to act under this Agreement that are
consistent with the standard of care set forth in Paragraph 15(ii) of this
Agreement, or Forum's instructions, provided those instructions are
followed accurately, or any breach of Forum's representations set forth in
Paragraph 20 of this Agreement (a "Bank Claim"). Forum shall not be
required to indemnify any Bank Indemnitee if, prior to confessing any Bank
Claim against the Bank Indemnitee, Bank or the Bank Indemnitee does not
give Forum written notice of and reasonable opportunity to defend against
the Bank Claim in its own name or in the name of the Bank Indemnitee.
(iv) Bank agrees to indemnify and hold harmless Forum, its employees,
agents, directors, officers and managers and any person who controls Forum
within the meaning of section 15 of the 1933 Act or section 20 of the 1934
Act ("Forum Indemnitees"), against and from any and all claims, demands,
actions, suits, judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of every nature and character
arising out of or in any way related to Bank's actions taken or failures to
act under this Agreement that are not consistent with the standard of care
set forth in Paragraph 15(ii) of this Agreement or any breach of Bank's
representations set forth in Paragraph 20 of this Agreement (a "Forum
Claim"). Bank shall not be required to indemnify any Forum Indemnitee if,
prior to confessing any Forum Claim against the Forum Indemnitee, Forum or
the Forum Indemnitee does not give Bank written notice of and reasonable
opportunity to defend against the Forum Claim in its own name or in the
name of the Forum Indemnitee.
(v) If Forum requires Bank to take any action with respect to securities,
which action involves the payment of money or which action may, in the
opinion of Bank, result in Bank or its nominee assigned to the Trust or a
Portfolio being liable for the payment of money or incurring liability of
some other form, Forum as a prerequisite to requiring Bank to take such
action, shall provide indemnity to Bank in an amount and form satisfactory
to it.
(vi) If Forum requires Bank to advance cash or securities for any purpose
for the benefit of a Portfolio or in the event that Bank or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominees own negligent action,
negligent failure to act or willful misconduct, Bank promptly shall notify
Forum of the existence of any such advances, their amount and the Portfolio
to which the advance applies. Forum shall on behalf of the Portfolio repay
Bank on demand and in full such advances in the amounts as presented by
Bank as correct amounts, on the first business day following Forum's
receipt of notice of such demand; provided, however, that Forum shall not
be obligated to pay any amount in excess of that payable to Forum under the
Custody Agreement between Forum and the Trust with respect to such
Portfolio.
16. FEES AND EXPENSES. Forum agrees to pay to the Bank such compensation for
its services pursuant to this Agreement as set forth in Exhibit B. Forum
hereby agrees to hold the Bank harmless from any liability or loss
resulting from any taxes or other governmental charges, and any expense
related thereto, which may be imposed, or assessed with respect to any
Property in an Account and also agree to hold the Bank, its Subcustodians,
and their respective nominees harmless from any liability as a record
holder of Property in such Account. The Bank is authorized to charge the
applicable Account for such items, and the Bank shall have a lien on the
Property in the applicable Account to pay for such items.
17. AMENDMENT, MODIFICATIONS, ETC. No provision of this Agreement may be
amended, modified or waived except in a writing signed by the parties
hereto (except that Exhibit B may be amended as provided for therein). No
waiver of any provision hereto shall be deemed a continuing waiver unless
it is so designated. No failure or delay on the part of either party in
exercising any power or right under this Agreement operates as a waiver,
nor does any single or partial exercise of any power or right preclude any
other or further exercise thereof or the exercise of any other power or
right.
-6-
18. TERMINATION.
(i) This Agreement may be terminated by Forum or the Bank by sixty (60)
days' written notice to the other; PROVIDED that notice by Forum shall
specify the names of the persons to whom the Bank shall deliver the
securities in each Account and to whom the cash in such Account shall
be paid. If notice of termination is given by the Bank, Forum shall,
within sixty (60) days following the giving of such notice, deliver to
the Bank a written notice specifying the names of the persons to whom
the Bank shall deliver the securities in each Account and to whom the
cash in such Account shall be paid. In either case, the Bank will
deliver such Property to the persons so specified, after deducting
therefrom any amounts that the Bank determines to be owed to it
hereunder. In addition, the Bank may in its discretion withhold from
such delivery such Property as may be necessary to settle transactions
pending at the time of such delivery. Forum grants to the Bank a lien
and right of setoff against the Account and all Property held therein
from time to time in the full amount of the foregoing obligations. If
within sixty (60) days following the giving of a notice of termination
by the Bank, the Bank does not receive the aforementioned written
notice specifying the names of the persons to whom the Bank shall
deliver the securities in each Account and to whom the cash in such
Account shall be paid, the Bank, at its election, may deliver such
securities and pay such cash to a bank or trust company to be held and
disposed of pursuant to the provisions of this Agreement, or may
continue to hold such securities and cash until a written notice as
aforesaid is delivered to the Bank, provided that from and after the
ninetieth day the Bank's obligations shall be limited to safekeeping.
(ii) This Agreement may be terminated by Forum or the Bank as to one or
more Portfolios (but less than all of the Portfolios) by delivery of a
written notice of such termination to the other, in which case
termination as to such deleted Portfolios shall take effect sixty (60)
days after the date of such delivery, or such earlier time as mutually
agreed. The execution and delivery of an amended Exhibit A that
deletes one or more Portfolios shall constitute a termination of this
Agreement only with respect to such deleted Portfolio(s), shall be
governed by the preceding provisions of Paragraph 18 of this Agreement
as to the identification of a successor custodian and the delivery of
cash and securities of the Portfolio(s) so deleted to such successor
custodian, and shall not affect the obligations of the Bank and Forum
hereunder with respect to the other Portfolios set forth in Exhibit A,
as amended from time to time.
(iii) Paragraphs 15, 16, 23 and 25 of this Agreement shall survive the
termination of this Agreement as to one or more or all Portfolios. [Would
not summarize provisions of these paragraphs as could leave something
out-clearer to leave this way]
19. NOTICES. Except as otherwise provided in this Agreement, all requests,
demands or other communications between the parties or notices in
connection herewith (a) shall be in writing, hand delivered or sent by
registered mail, telex or facsimile addressed to such other address as
shall have been furnished by the receiving party pursuant to the provisions
hereof and (b) shall be deemed effective when received, or, in the case of
a telex, when sent to the proper number and acknowledged by a proper answer
back. The Bank will have no responsibility for notification and processing
of capital actions except for services required of the Bank under Paragraph
3 of this Agreement.
20. REPRESENTATIONS AND WARRANTIES. Forum hereby represents and warrants to the
Bank in its own capacity as Custodian and on behalf of the Trust to the
extent applicable to the Trust that:
(i) the employment of the Bank and the allocation of fees, expenses and
other charges to any Account as herein provided, is not prohibited by
law or any governing documents or contracts to which it is subject;
(ii) the terms of this Agreement do not violate any obligation by which
Forum is bound, whether arising by contract, operation of law or
otherwise;
(iii)this Agreement has been duly authorized by appropriate action and
when executed and delivered will be binding upon Forum in accordance
with its terms;
(iv) it will deliver to the Bank such evidence of such authorization as the
Bank may reasonably require, whether by way of a certified resolution
or otherwise;
(v) it has delivered to Bank a true and correct copy of each custodian
agreement or custodial services agreement between it and the Trust and
each amendment to each such agreement;
(vi) it will deliver to the Bank a duly executed Secretary's Certificate in
the form provided for in each custodian agreement or custodial
services agreement between Forum and the Trust or such other evidence
of such authorization as the Bank may reasonably require, whether by
way of a certified resolution or otherwise; and
(vii)it is qualified as a custodian under Section 26(a) of the 1940 Act
and warrants that it will remain so qualified or upon ceasing to be so
qualified shall promptly notify the Bank in writing.
The Bank hereby represents and warrants to Forum that:
(i) the terms of this Agreement do not violate any obligation by which
Bank is bound, whether arising by contract, operation of law or
otherwise;
-7-
(ii) this Agreement has been duly authorized by appropriate action and when
executed and delivered will be binding upon Bank in accordance with
its terms;
(iii)it will deliver to Forum such evidence of such authorization as Forum
may reasonably require, whether by way of a certified resolution or
otherwise; and
(iv) it is qualified as a custodian under Section 26(a) of the 1940 Act and
warrants that it will remain so qualified or upon ceasing to be so
qualified shall promptly notify Forum in writing.
21. LIMITED POWER OF ATTORNEY. The Bank, including its nominees and agents, is
hereby granted a limited power of attorney by Forum to execute on Forum's behalf
any declarations, endorsements, assignments, stock or bond powers, affidavits,
certificates of ownership or other documents required (i) to effect the sale,
transfer, or other disposition of Property held in an Account, (ii) to obtain
payment with respect to Property held in an Account, or (iii) to take any other
action required with respect to the Property held in an Account, and in the
Bank's own name to guarantee as Forum's signature any signature so affixed.
22.GOVERNING LAW AND SUCCESSORS AND ASSIGNS. This Agreement shall be governed by
the law of the State of Delaware and shall not be assignable by either party,
except with prior written consent of the other party, but shall bind the
successors in interest of Forum and the Bank.
23.CONFIDENTIALITY. The parties hereto agree that each shall treat
confidentially the terms and conditions of this Agreement and all information
provided by each party to the other regarding its business and operations. All
confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall
not be disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is publicly
available when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required or requested to be
disclosed by any bank or other regulatory examiner of the Bank, Forum, or any
Subcustodian, any auditor of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.
24.SEVERABILITY. If any provision of this Agreement is determined to be invalid
or unenforceable, such determination shall not affect the validity or
enforceability of any other provision of this Agreement.
25.ENTIRE AGREEMENT. This Agreement together with any Exhibits attached hereto
contains the entire agreement between the parties relating to the subject matter
hereof and supersedes any oral statements and prior writings with respect
thereto.
26.HEADINGS. The headings of the paragraphs hereof are included for convenience
of reference only and do not form a part of this Agreement.
27.COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. This Agreement shall become effective
when one or more counterparts have been signed and delivered by each of the
parties hereto.
IN WITNESS WHEREOF, each of the parties has caused it's duly
authorized signatories to execute this Agreement as of the date first
written above.
COMERICA BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Title: Vice President
----------------------------------
FORUM TRUST, LLC for itself and as agent
for Core Trust (Delaware)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
-8-
SUBCUSTODY AGREEMENT
EXHIBIT A
LIST OF PORTFOLIOS
As of March 8, 2002
NAME OF PORTFOLIO Sub-Custodian Account Number
-------------------------------------------------
Treasury Cash Portfolio 02-01-100-0743232
Government Portfolio 02-01-100-0743444
Government Cash Portfolio 02-01-100-0743240
Cash Portfolio 02-01-100-0743258
A-1
SUBCUSTODY AGREEMENT
EXHIBIT B
FEE SCHEDULE
------------------------------------------ -------------------------------------
FEE AS A % OF
PORTFOLIO ANNUAL AVERAGE DAILY NET ASSETS
------------------------------------------ -------------------------------------
------------------------------------------ -------------------------------------
Total of All Portfolios 0.01%
------------------------------------------ -------------------------------------
Payable monthly in arrears as of the tenth (10th) day of the next month.
Charges for:
1. extensions of credit referenced in Paragraph 12(iii) of this Agreement;
2. borrowing money referenced in Paragraph 12(v) of this Agreement; and
3. overdrafting an account as referenced in Paragraph 12(v) of this Agreement
shall be equal to the Federal Funds Rate.
No provision of this Exhibit B may be amended, modified or waived except in a
writing signed by the Bank and Forum.
B-1
SUBCUSTODY AGREEMENT
EXHIBIT C
COMERICA BANK
AND
FORUM TRUST, LLC
SECRETARY'S CERTIFICATE
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, hereby certify that I am the Secretary of Forum
Trust, LLC (the "Company"), a limited liability company organized under the laws
of the State of Maine and authorized to do business as a non-depositary trust
company thereunder and as such I am duly authorized to, and do hereby, certify
that:
1. ORGANIZATIONAL DOCUMENTS. The Company's organizational documents, and all
amendments thereto, have been filed with the appropriate governmental officials
of the State of Maine, the Company continues to be in existence and is in good
standing, and no action has been taken to repeal such organizational documents,
the same being in full force and effect on the date hereof.
2. BYLAWS. The Company's Amended and Restated Operating Agreement has been duly
adopted and no action has been taken to repeal such Amended and Restated
Operating Agreement, the same being in full force and effect.
3. RESOLUTIONS. Resolutions have been duly adopted on behalf of the Company,
which resolutions (i) have not in any way been revoked or rescinded, (ii) have
been in full force and effect since their adoption, to and including the date
hereof, and are now in full force and effect, and (iii) are the only corporate
proceedings of the Company now in force relating to or affecting the matters
referred to therein, including, without limitation, confirming that the Company
is duly authorized to enter into a certain subcustodian agreement with Comerica
Bank (the "Agreement"), and that certain designated officers, including those
identified in paragraph 4 of this Certificate, are authorized to execute said
Agreement on behalf of the Company, in conformity with the requirements of the
Company's organizational documents, Amended and Restated Operating Agreement,
and other pertinent documents to which the Company may be bound.
4. INCUMBENCY. The following named individuals are duly elected (or appointed),
qualified, and acting officers of the Company holding those offices set forth
opposite their respective names as of the date hereof, each having full
authority, acting individually, to bind the Company, as a legal matter, with
respect to all matters pertaining to the Agreement, and to execute and deliver
said Agreement on behalf of the Company, and the signatures set forth opposite
the respective names and titles of said officers are their true, authentic
signatures:
NAME TITLE SIGNATURE
▇▇▇▇ ▇. ▇▇▇▇▇▇ President /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Treasurer /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Secretary /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Assistant Treasurer /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Secretary /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Secretary /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
The foregoing list of Authorized Persons may only be amended by a
written notice executed by two then-current Authorized Persons or by a
certificate in the form hereof delivered by the Secretary or an
Assistant Secretary of the Company counter-signed by an officer of the
Company and delivered to Comerica Bank.
5. AUTHORIZED INSTRUCTIONS.
(a) GENERAL. Any two of the officers of the Company listed in paragraph 4
of this Certificate are authorized to deliver instructions to Comerica Bank
pursuant to Paragraph 14 of the Agreement on behalf of the Company or any
Portfolio (as defined in the Agreement) in accordance with the Agreement.
(b) SECURITIES AND CASH. Any two of the following persons are authorized to
deliver instructions with respect to transfers of stocks and other equity
interests of every type, evidences of indebtedness, other instruments
representing same or rights or obligations to receive, purchase, deliver or sell
same and other non-cash property of any Portfolio on behalf of a Portfolio, and
instructions with respect to transfers of cash of any Portfolio to or from any
money market mutual fund on behalf of a Portfolio and the signatures set forth
opposite the respective names and titles of said persons are their true,
authentic signatures:
NAME TITLE SIGNATURE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Director, Forum Accounting
Services /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇▇▇▇▇ Manager, Fund Accounting
and Custody /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------
▇▇▇▇▇ ▇▇▇▇▇ Senior Manager,
Fund Accounting /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
▇▇▇▇▇ ▇▇▇▇ Senior Manager,
Fund Accounting /s/ ▇▇▇▇▇ ▇▇▇▇
--------------
▇▇▇▇ ▇▇▇▇▇▇ Senior Manager,
Fund Accounting /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Senior Manager,
Fund Accounting /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------
▇▇▇▇▇▇▇ ▇▇▇▇ Sales Support Manager /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
----------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Director /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
▇▇▇ ▇. ▇▇▇▇▇▇ Senior Portfolio Manager /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Senior Portfolio Manager /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Investment Analyst /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
▇▇▇▇▇ St. Louis Senior Expense Accountant /s/ ▇▇▇▇▇ ST. ▇▇▇▇▇
-------------------
(c) TRANSFER AGENCY. Any two of the persons authorized by Forum Shareholder
Services, Limited Liability Company listed on Exhibit D may deliver instructions
with respect to the transfer of cash in connection with the purchase and
redemption of shares of any Portfolio, and the payments of distributions to
shareholders of any Portfolio.
(d) ADMINISTRATION. Any two of the persons authorized by Forum
Administrative Services, Limited Liability Company listed on Exhibit E may
deliver instructions with respect to approval of bills for the payment of the
expenses of any Portfolio, and the payments of distributions to shareholders of
any Portfolio.
The foregoing list of Authorized Persons, including those listed on the
attached Exhibit D and Exhibit E, supersedes any and all such lists previously
provided by the Company.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of March,
2002.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer of the Company, hereby certify that on this
31st day of March, 2002, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, whose genuine signature appears
above, is now and has at all times relevant been the duly elected and qualified
Secretary of the Company.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
FORUM SHAREHOLDER SERVICES, LIMITED LIABILITY COMPANY
EXHIBIT D
Certificate as to
Authorized Persons
The undersigned, being the duly elected Secretary of Forum Shareholder
Services, Limited Liability Company, a limited liability company organized under
the laws of the State of Delaware ("FSS"), does hereby certify that:
1. The below-named persons ("Authorized Persons") are now and have been the
duly elected and qualified officers, employees or agents of FSS, having held and
as of today hold the respective offices or employment set forth opposite their
names below and that the signatures set forth opposite their respective names
are the genuine signatures of such persons respectively.
NAME OFFICE/POSITION SIGNATURE
▇▇▇▇ ▇▇▇▇▇▇ Cash Management Specialist /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior MIS Analyst /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Director, Forum Accounting Services /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Senior Expense Accountant /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
▇▇▇▇▇ St. Louis Senior Expense Accountant /s/ ▇▇▇▇▇ ST. ▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Financial Analyst /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Financial Analyst /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. Parenteau Financial Analyst /s/ ▇▇▇▇▇▇▇ ▇. PARENTEAU
------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Financial Analyst /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
The foregoing list of Authorized Persons may only be amended by a written notice
executed by two then-current Authorized Persons or by a certificate in the form
hereof delivered by the Secretary or an Assistant Secretary of FSS
counter-signed by an officer of FSS and delivered to Comerica Bank.
2. Any two Authorized Persons have been authorized by FSS to deliver to
Comerica Bank and/or its agents instructions with respect to the purchase and
redemption of shares of any Portfolio, the transfer of cash in connection
therewith, and the payments of distributions to shareholders of any Portfolio.
For purposes hereof, "Portfolio" shall mean any registered investment company,
series thereof or other pooled investment vehicle for which FSS provides
transfer agency services and for which Comerica Bank acts as subcustodian.
3. Comerica Bank and its agents may rely on this certificate until further
written notice has been delivered to Comerica Bank.
4. This list of Authorized Persons supersedes all those previously
delivered relating to the subject matter hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of March,
2002.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer of Forum Shareholder Services, Limited
Liability Company, do hereby certify that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, whose genuine
signature appears above, is now and has at all times relevant been the duly
elected and qualified Secretary of Forum Shareholder Services, Limited Liability
Company.
Dated: March 31, 2002
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
FORUM ADMINISTRATIVE SERVICES, LIMITED LIABILITY COMPANY
EXHIBIT E
Certificate as to
Authorized Persons
The undersigned, being the duly elected Secretary of Forum Administrative
Services, Limited Liability Company, a limited liability company organized under
the laws of the State of Delaware ("FAdS"), does hereby certify that:
1. The below-named persons ("Authorized Persons") are now and have been the
duly elected and qualified officers, employees or agents of FAdS, having held
and as of today hold the respective offices or employment set forth opposite
their names below and that the signatures set forth opposite their respective
names are the genuine signatures of such persons respectively.
NAME OFFICE/POSITION SIGNATURE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Treasurer /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Secretary /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Director, Corporate Administration /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Manager, Corporate Financial
Reporting and Expense Accounting /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
Trudance ▇.▇. ▇▇▇▇▇ Senior Manager,
Corporate Accounting /s/ TRUDANCE ▇.▇. ▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Financial Analyst /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. Parenteau Financial Analyst /s/ ▇▇▇▇▇▇▇ ▇. PARENTEAU
------------------------
The foregoing list of Authorized Persons may only be amended by a written notice
executed by two then-current Authorized Persons or by a certificate in the form
hereof delivered by the Secretary or an Assistant Secretary of FAdS
counter-signed by an officer of FAdS and delivered to Comerica Bank.
2. Any two Authorized Persons have been authorized by FAdS to deliver to
Comerica Bank and/or its agents instructions with respect to the approval of
bills for the payment of expenses of any Portfolio. For purposes hereof,
"Portfolio" shall mean any registered investment company, series thereof, or
other pooled investment vehicle for which FAdS provides administration services
and for which Comerica Bank acts as subcustodian.
3. Comerica Bank and its agents may rely on this certificate until further
written notice has been delivered to Comerica Bank.
4. This list of Authorized Persons supersedes all those previously
delivered relating to the subject matter hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of March,
2002.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer of Forum Administrative Services, Limited
Liability Company, do hereby certify that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, whose genuine
signature appears above, is now and has at all times relevant been the duly
elected and qualified Secretary of Forum Administrative Services, Limited
Liability Company.
Dated: March 31, 2002
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
SUBCUSTODY AGREEMENT
EXHIBIT F
APPROVED SUBCUSTODIANS AND SECURITIES SYSTEMS
COMERICA BANK'S SUBCUSTODIANS
Depository Trust Company
|_| Comerica Bank's DTC Number: 2108
|_| Comerica Bank's Agent Bank Number: 19143
Federal Reserve Bank
|_| Comerica Bank's ABA #▇▇▇▇▇▇▇▇▇
|_| Comerica Bank's Trust Account Number: Comerica Det/1050
Deutsche Bank - NY Correspondent
|_| Comerica Bank's Account Number for physical securities not eligible for DTC
or FED: 090755
|_| Comerica Bank's Account Number for GNMA's eligible for PTC Book Entry and
NOT part of a turnaround trade: 090755, Contra Symbol BTRST
|_| Comerica Bank's Account Number for GNMA's eligible for PTC Book Entry and
are part of a turnaround trade: 090834, Contra Symbol BTRST
Royal Bank of Canada - Global Custodian
COMERICA BANK'S SECURITIES SYSTEM
AmTrust System