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EXHIBIT 99.B.8(a)
CUSTODIAN AGREEMENT
THIS AGREEMENT made on October 1, 1990, between Olympic Trust, a
Massachusetts business trust (hereinafter called the "Trust") currently
consisting of four separate portfolios, and FIRST WISCONSIN TRUST COMPANY, a
corporation organized under the laws of the State of Wisconsin (hereinafter
called "Custodian"),
W I T N E S S E T H :
WHEREAS, the Trust desires that its securities and cash shall be
hereafter held and administered by Custodian pursuant to the terms of this
Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and Custodian agree as follows:
1. Definitions
The word "securities" as used herein includes stocks, shares, bonds,
debentures, notes, mortgages or other obligations, and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets.
The words "officers' certificate" shall mean a request or direction or
certification in writing signed in the name of the Trust by any two of the
President, a Vice President, the Secretary and the Treasurer of the Trust, or
any other persons duly authorized to sign by the Board of Trustees.
The word "Board" shall mean Board of Trustees of the Trust.
2. Names, Titles and Signatures of the Trust's Officers
An officer of the Trust will certify to Custodian the names and
signatures of those persons authorized to sign the officers' certificates
described in Section 1 hereof, and the names of the members of the Board of
Trustees, together with any changes which may occur from time to time.
Additional Series. The Trust is authorized to issue separate classes of
shares of beneficial interest representing interests in separate investment
portfolios. The parties intend that each portfolio established by the Trust,
now or in the future, be covered by the terms and conditions of this agreement.
The portfolio covered by this Agreement is the International Fund (the "Fund").
3. Receipt and Disbursement of Money
A. Custodian shall open and maintain a separate account or accounts in
the name of the Fund, subject only to draft or order by Custodian acting
pursuant to the terms of this Agreement. Custodian shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of the Fund. Custodian shall make payments of cash to, or for the
account of, the Fund from such cash only:
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(a) for the purchase of securities for the portfolio of the Fund upon
the delivery of such securities to Custodian, registered in the
name of the Fund or of the nominee of Custodian referred to in
Section 7 or in proper form for transfer;
(b) for the purchase or redemption of shares of beneficial interest
of the Fund upon delivery thereof to Custodian, or upon proper
instructions from the Trust;
(c) for the payment of interest, dividends, taxes, investment
adviser's fees or operating expenses (including, without
limitation thereto, fees for legal, accounting, auditing and
custodian services and expenses for printing and postage);
(d) for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Fund held
by or to be delivered to Custodian; or
(e) for other proper business purposes certified by resolution of the
Board of Trustees of the Trust.
Before making any such payment, Custodian shall receive (and may rely
upon) an officers' certificate requesting such payment and stating that it is
for a purpose permitted under the terms of items (a), (b), (c) or (d) of this
Subsection A, and also, in respect of item (e), upon receipt of an officers'
certificate specifying the amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom such payment is to
be made, provided, however, that an officers' certificate need not precede the
disbursement of cash for the purpose of purchasing a money market instrument, or
any other security with same or next-day settlement, if the President, a Vice
President, the Secretary or the Treasurer of the Trust issues appropriate oral
or facsimile instructions to Custodian and an appropriate officers' certificate
is received by Custodian within two business days thereafter.
B. Custodian is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received by Custodian for the
account of the Trust.
C. Custodian shall, upon receipt of proper instructions, make federal
funds available to the Trust as of specified times agreed upon from time to time
by the Trust and the Custodian in the amount of checks received in payment for
shares of the Trust which are deposited into the Trust's account.
4. Segregated Accounts
Upon receipt of proper instructions, the Custodian shall establish and
maintain a segregated account(s) for and on behalf of the Fund, into which
account(s) may be transferred cash and/or securities.
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5. Transfer, Exchange, Redelivery, etc. of Securities
Custodian shall have sole power to release or deliver any securities of
the Trust held by it pursuant to this Agreement. Custodian agrees to transfer,
exchange or deliver securities held by it hereunder only:
(a) for sales of such securities for the account of the Fund upon
receipt by Custodian of payment therefor;
(b) when such securities are called, redeemed or retired or otherwise
become payable;
(c) for examination by any broker selling any such securities in
accordance with "street delivery" custom;
(d) in exchange for, or upon conversion into, other securities
alone or other securities and cash whether pursuant to any plan
of merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;
(e) upon conversion of such securities pursuant to their terms into
other securities;
(f) upon exercise of subscription, purchase or other similar rights
represented by such securities;
(g) for the purpose of exchanging interim receipts or temporary
securities for definitive securities;
(h) for the purpose of redeeming in kind shares of beneficial
interest of the Trust upon delivery thereof to Custodian; or
(i) for other proper corporate purposes.
As to any deliveries made by Custodian pursuant to items (a), (b), (d),
(e), (f), and (g), securities or cash receivable in exchange therefor shall be
deliverable to Custodian.
Before making any such transfer, exchange or delivery, Custodian shall
receive (and may rely upon) an officers' certificate requesting such transfer,
exchange or delivery, and stating that it is for a purpose permitted under the
terms of items (a), (b), (c), (d), (e), (f), (g) or (h) of this Section 5 and
also, in respect of item (i), upon receipt of an officers' certificate
specifying the securities to be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such securities
shall be made, provided, however, that an officers' certificate need not precede
any such transfer, exchange or delivery of a money market instrument, or any
other security with same or next-day settlement, if the President, a Vice
President, the Secretary or the Treasurer of the Trust issues appropriate oral
or facsimile instructions to Custodian and an appropriate officers' certificate
is received by Custodian within two business days thereafter.
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6. Custodian's Acts Without Instructions
Unless and until Custodian receives an officers' certificate to the
contrary, Custodian shall: (a) present for payment all coupons and other income
items held by it for the account of the Fund, which call for payment upon
presentation and hold the cash received by it upon such payment for the account
of the Fund; (b) collect interest and cash dividends received, with notice to
the Fund, for the account of the Fund; (c) hold for the account of the Fund
hereunder all stock dividends, rights and similar securities issued with respect
to any securities held by it hereunder; and (d) execute, as agent on behalf of
each fund, all necessary ownership certificates required by the Internal Revenue
Code or the Income Tax Regulations of the United States Treasury Department or
under the laws of any state now hereafter in effect, inserting the Trust's and
the Fund's name on such certificates as the owner of the securities covered
thereby, to the extent it may lawfully do so.
7. Registration of Securities
Except as otherwise directed by an officers' certificate, Custodian
shall register all securities, except such as are in bearer form, in the name of
a registered nominee of Custodian as defined in the Internal Revenue Code and
any Regulations of the Treasury Department issued thereunder or in any provision
of any subsequent federal tax law exempting such transaction from liability for
stock transfer taxes, and shall execute and deliver all such certificates in
connection therewith as may be required by such laws or regulations or under the
laws of any state. Custodian shall use its best efforts to the end that the
specific securities held by it hereunder shall be at all times identifiable in
its records.
The Trust shall from time to time furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for transfer,
or to register in the name of its registered nominee, any securities which it
may hold for the account of the Fund and which may from time to time be
registered in the name of the Fund.
8. Voting and Other Action
Neither Custodian nor any nominee of Custodian shall vote any of the
securities held hereunder by or for the account of the Trust, except in
accordance with the instructions contained in an officers' certificate.
Custodian shall deliver, or cause to be executed and delivered, to the Trust
all notices, proxies and proxy soliciting materials with relation to such
securities, such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the Trust), but without
indicating the manner in which such proxies are to be voted.
9. Transfer Tax and Other Disbursements
The Trust shall pay or reimburse Custodian from tine to time for any
transfer taxes payable upon transfers of securities made hereunder, and for all
other necessary and proper disbursements and expenses made or incurred by
Custodian in the performance of this Agreement.
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Custodian shall execute and deliver such certificates in connection
with securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any state, to exempt
from taxation any exemptable transfers and/or deliveries of any such securities.
10. Concerning Custodian
Custodian shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing between the two parties. Until modified in writing, such compensation
shall be as set forth in Exhibit A attached hereto.
Custodian shall not be liable for any action taken in good faith upon
any certificate herein described or certified copy of any resolution of the
Board, and may rely on the genuineness of any such document which it may in good
faith believe to have been validly executed.
The Trust agrees to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and liabilities
(including counsel fees) incurred or assessed against it or by its nominee in
connection with the performance of this Agreement, except such as may arise
from its or its nominee's own negligent action, negligent failure to act or
willful misconduct. Custodian is authorized to charge any account of the Trust
for such items. In the event of any advance of cash for any purpose made by
Custodian resulting from orders or instructions of the Trust, or in the event
that Custodian 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 nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Trust shall be security therefor.
11. Subcustodians
If the Trust requires the Custodian to engage specific subcustodians
for the safekeeping and/or clearing of assets, the Trust agrees to indemnify and
hold harmless Custodian from all claims, expenses and liabilities incurred or
assessed against it in connection with the use of such subcustodian in regard to
the Fund's assets, except as may arise from its own negligent action, negligent
failure to act or willful misconduct.
The Custodian is authorized and directed to engage Citibank, N.A.
(Citibank) as global subcustodian for the Fund. The Board of Trustees of the
Trust has approved the retention of Citibank as subcustodian by the Custodian,
and the use by Citibank of the foreign subcustodians and securities depositories
as set forth in Exhibit B, subject to the terms and conditions of the attached
global subcustodian agreement by and between Citibank and the Custodian attached
hereto as Exhibit C.
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It is further understood that with respect to the Fund's assets held by
foreign subcustodians, the Custodian shall not be liable for any loss resulting
from nationalization, expropriation, other governmental actions, currency
restrictions, devaluations or fluctuations and market conditions which prevent
the orderly execution of securities transactions. Neither the Custodian nor the
Fund shall be liable to the other for any loss due to forces beyond their
control, such as strikes, work stoppages, acts of war or terrorism,
insurrection, revolution, nuclear fusion, fission, or radiation, or acts of God.
Notwithstanding anything herein to the contrary, if the Custodian credits the
Fund's custody account on a payable date, or at any time prior to the actual
collection and reconciliation to the custody account, with interest, dividends,
redemptions or any other amount due, the Fund will promptly return any such
amount upon oral or written notification (i) that such amount has not been
received in the ordinary course of business or (ii) that such amount was
incorrectly credited.
12. Reports by Custodian
Custodian shall furnish the Trust periodically as agreed upon with a
statement summarizing all transactions and entries for the account of the Trust.
Custodian shall furnish to the Trust, at the end of every month, a list of the
portfolio securities showing the aggregate cost of each issue. The books and
records of Custodian pertaining to its actions under this Agreement shall be
open to inspection and audit at reasonable times by officers of, and of auditors
employed by, the Trust.
13. Termination or Assignment
This Agreement may be terminated by the Trust, or by Custodian, on
ninety (90) days notice, given in writing and sent by registered mail to
Custodian at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or to the Trust at ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as the case may be.
Upon any termination of this Agreement, pending appointment of a successor to
Custodian or a vote of the shareholders of the Trust to dissolve or to function
without a custodian of its cash, securities and other property, Custodian shall
not deliver cash, securities or other property of the Trust to the Trust, but
may deliver them to a bank or trust company of its own selection, having an
aggregate capital, surplus and undivided profits, as shown by its last published
report of not less than Two Million Dollars ($2,000,000) as a Custodian for the
Trust to be held under terms similar to those of this Agreement, provided,
however, that Custodian shall not be required to make any such delivery or
payment until full payment shall have been made by the Trust of all liabilities
constituting a charge on or against the properties then held by Custodian or on
or against Custodian, and until full payment shall have been made to Custodian
of all its fees, compensation, costs and expenses, subject to the provisions of
Section 10 of this Agreement.
This Agreement may not be assigned by Custodian without the consent of
the Trust, authorized or approved by a resolution of its Board of Trustees.
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14. Deposits of Securities in Securities Depositories
No provision of this Agreement shall be deemed to prevent the use by
Custodian of a central securities clearing agency or securities depository,
provided, however, that Custodian and the central securities clearing agency or
securities depository meet all applicable federal and state laws and
regulations, and the Board of Trustees of the Trust approves by resolution the
use of such central securities clearing agency or securities depository.
15. Records
To the extent that Custodian in any capacity prepares or maintains any
records required to be maintained and preserved by the Trust pursuant to the
provisions of the Investment Company Act of 1940, as amended, or the rules and
regulations promulgated thereunder, Custodian agrees to make any such records
available to the Trust upon request and to preserve such records for the periods
prescribed in Rule 31a-2 under the Investment Company Act of 1940, as amended.
16. Enforcement of Claims
The name "Olympic Trust" is the designation of the Trustees under a
Declaration of Trust, and the Custodian acknowledges that all persons dealing
with the Trust must look solely to the property of the Trust for the enforcement
of claims against the Trust, as neither the Trustees, officers, agents or
shareholders assume any personal liability for obligations entered into on
behalf of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto as of the
date first above written by their respective officers thereunto duly authorized.
Executed in several counterparts, each of which is an original.
Attest: FIRST WISCONSIN TRUST COMPANY
/s/ ▇▇▇▇▇▇ LYDOPH By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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ASSISTANT SECRETARY VICE PRESIDENT
Attest: OLYMPIC TRUST
/s/ M.A. ▇▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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AMENDMENT TO CUSTODIAN AGREEMENT
The Custodian Agreement made and entered into on January 31, 1990 by and between
Olympic Trust, A Massachusetts business Trust (Hereinafter referred to as the
"Trust") and Firstar Trust Company, a Corporation organized under the laws of
the state of Wisconsin, (hereinafter referred to as "Agent") is hereby amended
to add the following paragraph:
17. Additional Series. Olympic Trust is authorized to issue separate classes of
shares of beneficial interest representing interests in separate investment
portfolios. There are currently seven portfolios covered by this agreement,
Equity Fund for Insurance Co's, The Equity Income, Balanced Income, Small Cap,
International, Low Duration, and Short Term Investment Portfolios. The parties
intend that each portfolio established by the Trust, now or in the future, be
covered by the terms & conditions of this agreement.
Dated this 25th day of May, 1993
Attest: FIRSTAR TRUST COMPANY
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- --------------------------------
Assistant Secretary Vice President
Attest: OLYMPIC TRUST
/s/ ▇▇▇▇▇▇ LYDOPH By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- --------------------------------
Assistant Secretary
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FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
MUTUAL FUND CUSTODIAL AGENT SERVICE
ANNUAL FEE SCHEDULE FOR
DOMESTIC PORTFOLIOS
- Fund groups with an aggregate market value in excess of $100 million
- Annual fee based on market value of assets:
$0.20 per $1,000 (2 basis points)
- Minimum annual fee per fund: $5,000
- Investment transactions: (purchase, sale, exchange, tender, redemption,
maturity, receipt, delivery)
$12.00 per book entry security (depository or Federal Reserve system)
$25.00 per definitive security (physical)
$75.00 per Euroclear
$ 8.00 per principal reduction on pass-through certificates
$35.00 per option/futures contract
$ 7.50 per variation margin transaction
$ 7.50 per Fed wire deposit or withdrawal
- Variable Amount Notes: Used as a short-term investment, variable amount
notes offer safety and prevailing high interest rates. Our charge,
which is 1/4 of 1%, is deducted from the variable amount note income at
the time it is credited to your account.
- Extraordinary expenses: Based on time and complexity involved.
- Out-of-pocket expenses: Charged to the account.
- Fees are billed quarterly, based on market value at the beginning of
the quarter.
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FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
MUTUAL FUND CUSTODIAL AGENT SERVICE
ANNUAL FEE SCHEDULE FOR
DOMESTIC PORTFOLIOS
FOR
OLYMPIC LOW DURATION FUND
OLYMPIC SHORT TERM INVESTMENT FUND
- Annual fee per fund based on market value of assets:
$1.00 per $1,000 on the first $5 million
$0.50 per $1,000 on the next $5 million
$0.25 per $1,000 on the next $40 million
$0.20 per $1,000 on the balance
- Minimum annual fee: $3,000
- Investment transactions: (purchase, sale, exchange, tender, redemption,
maturity, receipt, deliver)
$17.00 per book entry security (depository or Federal Reserve System)
$25.00 per definitive security (physical)
$75.00 per Euroclear
$ 8.00 per principal reduction on pass-through certificates
$35.00 per option/futures contract
$12.00 per variation margin transaction
$ 7.50 per Fed wire deposit or withdrawal
- Variable Amount Notes: Used as a short-term investment, variable amount
notes offer safety and prevailing high interest rates. Our charge,
which is 1/4 of 1%, is deducted from the variable amount note income at
the time it is credited to your account.
- Extraordinary expenses: Based on time and complexity involved.
- Out-of-pocket expenses: Charged to the account
- Fees are billed quarterly, based on market value at the beginning of
the quarter.