Exhibit 99(g)
CUSTODIAN AGREEMENT
USBAM SECURITIES LENDING TRUST
U.S. BANK NATIONAL ASSOCIATION
THIS AGREEMENT, made as of this 21st day of September, 2005, by and
between USBAM Securities Lending Trust, a Delaware trust (hereinafter called the
"Trust"), and U.S. Bank National Association, a national banking association
organized and existing under the laws of the United States of America with its
principal place of business at Minneapolis, Minnesota (hereinafter called the
"Custodian").
WITNESSETH:
WHEREAS, the Trust is a mutual Trust that currently offers its shares
in two series - USBAM Securities Lending Prime Portfolio ("Prime Portfolio") and
USBAM Securities Lending Short-Term Bond Portfolio ("Short-Term Bond Portfolio")
-- the investment portfolios, investment objectives, and other aspects of which
are different in certain respects.
WHEREAS, the Trust desires that its securities and cash shall be
hereafter held and administered by the Custodian, pursuant to the terms of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
made, the Trust and the Custodian agree as follows:
ARTICLE 1. DEFINITIONS
The word "Securities" as used herein shall be construed to include,
without being limited to, shares, stocks, treasury stocks, including any stocks
of the Trust, options, notes, bonds, debentures, evidences of indebtedness,
certificates of interest or participation in any profit-sharing agreements,
collateral trust certificates, reorganization certificates or subscriptions,
transferable shares, investment contracts, voting trust certificates,
certificates of deposit for a security, fractional or undivided interests in
oil, gas, or other mineral rights, or any certificates of interest or
participation in, temporary or interim certificates for, receipts for,
guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations, and any evidence of any right or
interest in or to any property or assets, financial futures contracts and
options thereon, and any other interest or instrument commonly known as a
security or commodity.
The word "Series" shall refer individually or collectively, as the
context requires, to Prime Portfolio and Short-Term Bond Portfolio, and any
further series of common stock of the Trust created hereafter by resolution of
the Trust's Board of Trustees and on behalf of which series of common stock the
Trust's Board of Trustees adopts this Agreement.
The words "Written Order from the Trust" shall mean a request or
direction or certification in writing directed to the Custodian and signed in
the name of the Trust by any two of the individuals designated in the current
certified list referred to in Article 2, provided that one of the individuals so
signing shall be an officer of the Trust designated in said current certified
list.
ARTICLE 2. NAMES TITLES AND SIGNATURES OF TRUST'S OFFICERS
The Trust shall certify to the Custodian the names, titles, and
signatures of officers and other persons who are authorized to give Written
Orders to the Custodian on behalf of each individual Series of the Trust. The
Trust agrees that, whenever any change in such authorization occurs, it will
file with the Custodian a new certified list of names, titles, and signatures
which shall be signed by at least one officer previously certified to the
Custodian if any such officer still holds an office in the Trust. The Custodian
is authorized to rely and act upon the names, titles, and signatures of the
individuals as they appear in the most recent such certified list which has been
delivered to the Custodian as hereinbefore provided.
ARTICLE 3. RECEIPT AND DISBURSING OF MONEY
Section (1). The Trust shall from time to time cause cash owned by
the Trust to be delivered or paid to the Custodian for the account of any
Series, but the Custodian shall not be under any obligation or duty to determine
whether all cash of the Trust is being so deposited, to which Series account any
such cash is being deposited, or to take any action or to give any notice with
respect to cash not so deposited. The Custodian agrees to hold such cash,
together with any other sum collected or received by it for or on behalf of the
Trust, for the account of the Trust Series designated by the Trust, in the name
of "USBAM Securities Lending Trust, Custodian Account, Prime Portfolio or
Short-Term Bond Portfolio" (or in the name of any Series created hereafter and
adopting this Agreement) in conformity with the terms of this Agreement. The
Custodian shall make payments of cash for the account of the Trust only:
(a) for bills, statements and other obligations of Trust
(including but not limited to obligations in connection
with the conversion, exchange or surrender of securities
owned by Trust, interest charges, dividend disbursements,
taxes, management fees, custodian fees, legal fees,
auditors' fees, transfer agents' fees, brokerage
commissions, compensation to personnel, and other
operating expenses of Trust) pursuant to Written Orders
from the Trust setting forth the name of the person to
whom payment is to be made, the amount of the payment, and
the purpose of the payment;
(b) as provided in Article 4 hereof; and
(c) upon the termination of this Agreement.
Section (2). The Custodian is hereby appointed the attorney-in-fact
of the Trust to enforce and collect all checks, drafts, or other orders for the
payment of money received by the Custodian for the account of the Trust and
drawn to or to the order of the Trust and to deposit them in said Custodian
Account of the Trust.
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ARTICLE 4. RECEIPT OF SECURITIES
The Trust agrees to place all of its Securities in the custody of the
Custodian for the account of any Series, but the Custodian shall not be under
any obligation or duty to determine whether all Securities of the Trust are
being so deposited, or to require that they be so deposited, or to take any
action or give any notice with respect to the Securities not so deposited. The
Custodian agrees to hold such Securities for the account of the Trust, in the
name of the Trust or of bearer or of a nominee of the Custodian, and in
conformity with the terms of this Agreement. The Custodian also agrees, upon
Written Order from the Trust, to receive from persons other than the Trust and
to hold for the account of the Trust Securities specified in said Written Order,
and, if the same are in proper form, to cause payment to be made therefore to
the persons from whom such Securities were received, from the Trusts of the
Trust held by it in said Custodian Account in the amounts provided and in the
manner directed by the Written Order from the Trust.
The Custodian agrees that all Securities of the Trust placed in its
custody shall be kept physically segregated at all times from those of any other
person, firm, or corporation, and shall be held by the Custodian with all
reasonable precautions for the safekeeping thereof, with safeguards
substantially equivalent to those maintained by the Custodian for its own
Securities.
Subject to such rules, regulations, and orders as the Securities and
Exchange Commission may adopt, the Trust may direct the Custodian to deposit all
or any part of the Securities owned by the Trust in a system for the central
handling of Securities established by a national securities exchange or a
national securities association registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, pursuant to which system all Securities of
any particular class of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry without physical
delivery of such Securities, provided that all such deposits shall be subject to
withdrawal only at the direction of the Trust.
ARTICLE 5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES
The Custodian agrees to transfer, exchange, or deliver Securities as
provided in Article 6, or on receipt by it of, and in accordance with, a Written
Order from the Trust in which the Trust shall state specifically which of the
following cases is covered thereby, provided that it shall not be the
responsibility of the Custodian to determine the propriety or legality of any
such order:
(a) In the case of deliveries of Securities sold by the Trust,
against receipt by the Custodian of the proceeds of sale and
after receipt of a confirmation from a broker or dealer with
respect to the transaction;
(b) In the case of deliveries of Securities which may mature or be
called, redeemed, retired, or otherwise become payable,
against receipt by the Custodian of the sums payable thereon
or against interim receipts or other proper delivery receipts;
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(c) In the case of deliveries of Securities which are to be
transferred to and registered in the name of the Trust or of a
nominee of the Custodian and delivered to the Custodian for
the account of the Trust, against receipt by the Custodian of
interim receipts or other proper delivery receipts;
(d) In the case of deliveries of Securities to the issuer thereof,
its transfer agent or other proper agent, or to any committee
or other organization for exchange for other Securities to be
delivered to the Custodian in connection with a reorganization
or recapitalization of the issuer or any split-up or similar
transaction involving such Securities, against receipt by the
Custodian of such other Securities or against interim receipts
or other proper delivery receipts;
(e) In the case of deliveries of temporary certificates in
exchange for permanent certificates, against receipt by the
Custodian of such permanent certificates or against interim
receipts or other proper delivery receipts;
(f) In the case of deliveries of Securities upon conversion
thereof into other Securities, against receipt by the
Custodian of such other Securities or against interim receipts
or other proper delivery receipts;
(g) In the case of deliveries of Securities in exchange for other
Securities (whether or not such transactions also involve the
receipt or payment of cash), against receipt by the Custodian
of such other Securities or against interim receipts or other
proper delivery receipts;
(h) In a case not covered by the preceding paragraphs of this
Article, upon receipt of a resolution adopted by the Board of
Trustees of the Trust, signed by an officer of the Trust and
certified to by the Secretary, specifying the Securities and
assets to be transferred, exchanged, or delivered, the
purposes for which such delivery is being made, declaring such
purposes to be proper corporate purposes, and naming a person
or persons (each of whom shall be a properly bonded officer or
employee of the Trust) to whom such transfer, exchange, or
delivery is to be made; and
(i) In the case of deliveries pursuant to paragraphs (a), (b),
(c), (d), (e), (f), and (g) above, the Written Order from the
Trust shall direct that the proceeds of any Securities
delivered, or Securities or other assets exchanged for or in
lieu of Securities so delivered, are to be delivered to the
Custodian.
(j) Custodian shall hold harmless and indemnify Trust from and
against any claims, loss, liability or expense (collectively a
"Claim") arising out of Custodian's failure to comply with the
terms of this Agreement or arising out of Custodian's
negligence, wilful misconduct, or bad faith. Custodian shall
not be liable for consequential, special or punitive damages.
Custodian may reasonably request and obtain the advice and
opinion of counsel for Trust, or of its own counsel with
respect to questions or matters of law, and it shall be
without liability to Trust for any action taken or omitted by
it in good faith, in conformity with such advice or opinion.
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(k) The Trust agrees to indemnify and hold the Custodian harmless
from and against any Claim arising from the Custodian's
performance of its duties hereunder or its actions taken at
the direction of the Trust, provided that the Custodian shall
not be indemnified for any Claim arising out of Custodian's
failure to comply with the terms of this Agreement or arising
out of Custodian's negligence, bad faith or wilful misconduct.
Trust shall not be liable for consequential, special or
punitive damages.
(l) Custodian may rely upon the advice of Trust and upon
statements of Trust's accountants and other persons believed
by it in good faith, to be experts in matters upon which they
are consulted, and Custodian shall not be liable for any
actions taken, in good faith without negligence in reliance
upon such statements.
(m) If Trust requires Custodian in any capacity to take, with
respect to any securities, any action which involves the
payment of money by it, or which in Custodian's opinion might
make it or its nominee liable for payment of monies or in any
other way, Custodian, upon notice to Trust given prior to such
actions, shall be and be kept indemnified by Trust in an
amount and form satisfactory to Custodian against any
liability on account of such action.
(n) Custodian shall be entitled to receive, and Trust agrees to
pay to Custodian, on demand, reimbursement for such cash
disbursements, costs and expenses as may be agreed upon from
time to time by the Custodian and the Trust.
(o) Custodian shall be protected in acting as custodian hereunder
upon any instructions, advice, notice, request, consent,
certificate or other instrument or paper reasonably 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 Trust hereunder, a certificate
signed by the Trust's President, or other officer specifically
authorized for such purpose.
(p) Without limiting the generality of the foregoing, 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 Trust, the legality of the purchase thereof
or evidence of ownership required by Trust to be
received by Custodian, or the propriety of the decision
to purchase or amount paid therefore; or
ii) The legality of the sale of any securities by or for
Trust, or the propriety of the amount for which the
same are sold.
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(q) Custodian shall not be liable for any loss or diminution of
securities by reason of investment experience or for its
actions taken in reliance upon an instruction from Trust.
(r) Custodian shall not be liable for, or considered to be
Custodian of, any money represented by any check, draft, wire
transfer, clearing house Trusts, uncollected Trusts, or
instrument for the payment or money received by it on behalf
of Trust, until Custodian actually receives such money,
provided only that it shall advise Trust promptly if it fails
to receive any such money in the ordinary course of business,
and use its best efforts and cooperate with Trust toward the
end that such money shall be received.
(s) Custodian shall not be responsible for loss occasioned by the
acts, neglect, defaults or insolvency of any broker, bank
trust company, or any other person with whom Custodian may
deal in the absence of negligence, or bad faith on the part of
Custodian.
ARTICLE 6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS
Unless and until the Custodian receives contrary Written Orders from
the Trust, the Custodian shall without order from the Trust:
(a) Present for payment all bills, notes, checks, drafts, and
similar items, and all coupons or other income items (except
stock dividends), held or received for the account of the
Trust, and which require presentation in the ordinary course
of business, and credit such items to the aforesaid Custodian
Account of the Trust pursuant to Custodian's then current
Trusts availability schedule; but Custodian shall have no duty
to take action to effect collection of any amount if the
assets upon which such payment is due are in default or if
payment is refused after due demand and presentation;
(b) Present for payment all Securities which may mature or be
called, redeemed, retired, or otherwise become payable and
credit such items to the aforesaid Custodian Account of the
Trust pursuant to Custodian's then current Trusts availability
schedule; but Custodian shall have no duty to take action to
effect collection of any amount if the assets upon which such
payment is due are in default or if payment is refused after
due demand and presentation;
(c) Hold for and credit to the account of the Trust all shares of
stock and other Securities received as stock dividends or as
the result of a stock split or otherwise from or on account of
Securities of the Trust, and notify the Trust promptly of the
receipt of such items;
(d) Deposit any cash received by it from, for or on behalf of the
Trust to the credit of the Trust in the aforesaid Custodian
Account (in its own deposit department without liability for
interest);
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(e) Charge against the aforesaid Custodian Account for the Trust
disbursements authorized to be made by the Custodian hereunder
and actually made by it, and notify the Trust of such charges
at least once a month;
(f) Deliver Securities which are to be transferred to and reissued
in the name of the Trust, or of a nominee of the Custodian for
the account of the Trust, and temporary certificates which are
to be exchanged for permanent certificates, to a proper
transfer agent for such purpose against interim receipts or
other proper delivery receipts; and
(g) Hold for disposition in accordance with Written Orders from
the Trust hereunder all options, rights, and similar
Securities which may be received by the Custodian and which
are issued with respect to any securities held by it
hereunder, and notify the Trust promptly of the receipt of
such items.
ARTICLE 7. DELIVERY OF PROXIES
The Custodian shall deliver promptly to the Trust, or its designee, all
proxies, written notices, and communications with relation to Securities held by
it which it may receive from securities issuers or obligors and/or via the
industry standard information services to which Custodian subscribes.
ARTICLE 8. TRANSFER
The Trust shall furnish to the Custodian appropriate instruments to
enable the Custodian to hold or deliver in proper form for transfer any
Securities which it may hold for the Series accounts of the Trust. For the
purpose of facilitating the handling of Securities, unless the Trust shall
otherwise direct by Written Order, the Custodian is authorized to hold
Securities deposited with it under this Agreement in the name of its registered
nominee or nominees (as defined in the Internal Revenue Code and any Regulations
of the United States 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. The Custodian shall advise the Trust of the certificate
number of each certificate so presented for transfer and that of the certificate
received in exchange therefor, and shall use its best efforts to the end that
the specific Securities held by it hereunder shall be at all times identifiable.
ARTICLE 9. TRANSFER TAXES AND OTHER DISBURSEMENTS
The Trust shall pay or reimburse the Custodian for any transfer taxes
payable upon transfers of Securities made hereunder, including transfers
incident to the termination of this Agreement, and for all other necessary and
proper disbursements, advances and expenses made or incurred by the Custodian in
the performance or incident to the termination of this Agreement. In the event
that any advance of Trusts is made by Custodian on behalf of the Trust,
including overdrafts, the Trust agrees to repay the Custodian the amount of the
advance plus accrued interest at the prime rate (as published in the Wall Street
Journal) minus 100 basis points.
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If the Custodian fails to invest cash balances held in the Custodian
Account as required by procedures adopted by the Custodian and approved by the
Trust's administrator, the Custodian shall be liable to the Trust for interest
to be calculated at the Fed Trusts Effective Rate (as published daily by the
Federal Reserve) net of the applicable reserve requirement.
The Custodian shall execute such certificates in connection with
Securities delivered to it under this Agreement as may be required, under the
provision of any federal revenue act and any Regulations of the Treasury
Department issued thereunder or any state laws, to exempt from taxation any
transfers and/or deliveries of any such Securities as may qualify for such
exemption.
ARTICLE 10. CUSTODIAN'S LIABILITY FOR
PROCEEDS OF SECURITIES SOLD
If the mode of payment for Securities to be delivered by the
Custodian is not specified in the Written Order from the Trust directing such
delivery, the Custodian shall make delivery of such Securities against receipt
by it of cash, a postal money order or a check drawn by a bank, trust company,
or other banking institution, or by a broker named in such Written Order from
the Trust, for the amount the Custodian is directed to receive. The Custodian
shall be liable for the proceeds of any delivery of Securities made pursuant to
this Article, but provided that it has complied with the provisions of this
Article, only to the extent that such proceeds are actually received.
ARTICLE 11. CUSTODIAN'S REPORT
The Custodian shall furnish the Trust, as of the close of business on
the last business day of each month, a statement showing all cash transactions
and entries for the accounts of the Series of the Trust. The books and records
of the Custodian pertaining to its actions as Custodian under this Agreement
shall be open to inspection and audit, at reasonable times, by officers of, and
auditors employed by, the Trust. The Custodian shall furnish the Trust with a
list of the Securities held by it in custody for the account of the Trust as of
the close of business on the last business day of each quarter of the Trust's
fiscal year.
ARTICLE 12. CUSTODIAN'S COMPENSATION
The Custodian shall be paid compensation at such rates at such times
as may from time to time be agreed on in writing by the parties hereto.
ARTICLE 13. DURATION, TERMINATION AND AMENDMENT OF AGREEMENT
This Agreement shall remain in effect, as it may from time to time be
amended, until it shall have been terminated as hereinafter provided, but no
such alteration or termination shall affect or impair any rights or liabilities
arising out of any acts or omissions to act occurring prior to such amendment or
termination.
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The Custodian may terminate this Agreement by giving the Trust ninety
days' written notice of such termination by registered mail addressed to the
Trust at its principal place of business.
The Trust may terminate this Agreement by giving ninety days',
written notice thereof delivered, together with a copy of the resolution of the
Board of Trustees authorizing such termination and certified by the Secretary of
the Trust, by registered mail to the Custodian at its principal place of
business. Additionally, this Agreement may be terminated with respect to any
Series of the Trust pursuant to the same procedures, in which case this
Agreement shall continue in full effect with respect to all other Series of the
Trust.
Upon termination of this Agreement, the assets of the Trust, or
Series thereof, held by the Custodian shall be delivered by the Custodian to a
successor custodian upon receipt by the Custodian of a copy of the resolution of
the Board of Trustees of the Trust, certified by the Secretary, designating the
successor Custodian; and if no successor custodian is designated the Custodian
shall, upon such termination, deliver all such assets to the Trust.
This Agreement may be amended at any time by the mutual agreement of
the Trust and the Custodian. Additionally, this Agreement may be amended with
respect to any Series of the Trust at any time by the mutual agreement of the
Trust and the Custodian, in which case such amendment would apply to such Series
amending this Agreement but not to the other Series of the Trust.
This Agreement may not be assigned by the Custodian without the consent
of the Trust, authorized or approved by a resolution of its Board of Trustees.
ARTICLE 14. SUCCESSOR CUSTODIAN
Any bank or trust company into which the Custodian or any successor
custodian may be merged or converted or with which it or any successor custodian
may be consolidated, or any bank or trust company resulting from any merger,
conversion or consolidation to which the Custodian or any successor custodian
shall be a party, or any bank or trust company succeeding to the business of the
Custodian, shall be and become the successor custodian without the execution of
any instrument or any further act on the part of the Trust or the Custodian or
any successor custodian.
Any successor custodian shall have all the power, duties, and
obligations of the preceding custodian under this Agreement and any amendments
thereof and shall succeed to all the exemptions and privileges of the preceding
custodian under this Agreement and any amendments thereof.
ARTICLE 15. GENERAL
Nothing expressed or mentioned in or to be implied from any
provisions of this Agreement is intended to give or shall be construed to give
any person or corporation other than the parties hereto any legal or equitable
right, remedy or claim under or in respect of this Agreement or any covenant,
condition or provision herein contained, this Agreement and all of
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the covenants, conditions and provisions hereof being intended to be, and being,
for the sole and exclusive benefit of the parties hereto and their respective
successors and assigns.
It is the purpose and intention of the parties hereto that the Trust
shall retain all the power, rights and responsibilities of determining policy,
exercising discretion and making decisions with respect to the purchase, or
other acquisitions, and the sale, or other disposition, of all of its
Securities, and that the duties and responsibilities of the Custodian hereunder
shall be limited to receiving and safeguarding the assets and Securities of the
Trust and to delivering or disposing of them pursuant to the Written Order of
the Trust as aforesaid, and the Custodian shall have no authority, duty or
responsibility for the investment policy of the Trust or for any acts of the
Trust in buying or otherwise acquiring, or in selling or otherwise disposing of,
any Securities, except as hereinbefore specifically set forth.
The Custodian shall in no case or event permit the withdrawal of any
money or Securities of the Trust upon the mere receipt of any director, officer
employee or agent of the Trust, but shall hold such money and Securities for
disposition under the procedures herein set forth.
ARTICLE 16. INSTRUCTIONS TO CUSTODIAN
The Custodian may, when it deems it expedient, apply to the Trust, or
to counsel for the Trust, or to its own counsel, for instructions and advice;
and the Custodian shall not be liable for any action taken by it in accordance
with the written instructions or advice of the Trust or of counsel for the
Trust.
ARTICLE 17. EFFECTIVE DATE
This agreement shall become effective when it is executed and
delivered by the parties hereto, which date shall not preceed the date it shall
have been approved by the Board of Trustees of the Trust. The Trust shall
transmit to the Custodian promptly after such approval by said Board of Trustees
a copy of its resolution embodying such approval, certified by the Secretary of
the Trust.
ARTICLE 18. GOVERNING LAW
This agreement is executed and delivered in Minneapolis, Minnesota
and the laws of the State of Minnesota shall be controlling and shall govern the
construction, validity and effect of this contract.
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IN WITNESS WHEREOF, the Trust and the Custodian have caused this
Agreement to be executed in duplicate as of the date first above written by
their duly authorized officers.
ATTEST: USBAM SECURITIES LENDING TRUST
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- ---------------------------------
Title: /s/ Assistant Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- Vice President--Administration
ATTEST: U.S. BANK N. A.
By By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------- ---------------------------------
Title: ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- Senior Vice President
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