Exhibit (g)(1)
CORE TRUST (DELAWARE)
CUSTODIAN AGREEMENT
AGREEMENT, dated as of November 9, 1994, as amended June 1, 1997
between Core Trust (Delaware) (the "Trust"), a business trust organized under
the laws of the State of Delaware with its principal place of business at Two
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and Norwest Bank Minnesota, N.A. (the
"Custodian"), a banking association organized under the laws of the United
States of America with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act"), as an open-end management investment company and
is authorized to issue its interests, no par value, in separate series;
WHEREAS, the Trust desires to appoint Norwest Bank Minnesota, N.A.,
custodian of its securities and cash and Norwest Bank Minnesota, N.A. is willing
to act in such capacity upon the terms and conditions set forth below; and
WHEREAS, pursuant to a separate agreement between the Trust and Forum
Financial Corp. (the "Transfer Agency Agreement"), Forum Financial Corp. will
perform the duties of transfer agent of the Trust
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. DEFINITIONS. Whenever used in this Agreement, the following
terms shall have the meanings specified, insofar as the context will allow.
(a) Act: The term Act shall mean the Investment Company Act of 1940, as
amended from time to time.
(b) Board: The term Board shall mean the Board of Trustees of the
Trust.
(c) Book-Entry Account: The term Book-Entry Account shall mean an
account maintained by a Federal Reserve Bank in which Book-Entry Securities are
held.
(d) Book-Entry Securities: The term Book-Entry Securities shall mean
securities issued by the United States Treasury and United States Federal
agencies and instrumentalities that are maintained in the book-entry system
maintained by a Federal Reserve Bank.
(e) Custodian: The term Custodian shall mean Norwest Bank, Minnesota,
N.A., in its capacity as custodian under this Agreement.
(f) Foreign Securities: The term Foreign Securities shall mean "Foreign
Securities" as that term is defined in Rule 17f-5 under the Act.
(g) Foreign Sub-Custodian: The term Foreign Sub-Custodian shall mean
"Eligible Foreign Sub-Custodian" as that term is defined in Rule 17f-5 under the
Act.
(h) Fund Business Day: The term Fund Business Day shall mean a day that
is a business day for a Series as defined in the Series' prospectus.
(i) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to the Custodian in person or by telephone, vocal telegram or
other electronic means, by a person or persons reasonably believed in good faith
by the Custodian to be a person or persons authorized by a resolution of the
Board to give Oral Instructions on behalf of the Trust. Each Oral Instruction
shall specify whether it is applicable to the entire Trust or a specific Series
of the Trust.
(j) Securities: The term Securities shall mean bonds, debentures,
notes, stocks, Interests, evidences of indebtedness, and other securities and
investments from time to time owned by the Trust.
(k) Securities Depository: The term Securities Depository shall mean a
system, domestic or foreign, for the central handling of securities in which all
securities of any particular class or series of any issuer deposited within the
system are treated as fungible and may be transferred or pledged by bookkeeping
entry without physical delivery of the securities and shall include any system
for the issuance of Book-Entry Securities.
(l) Series: The term Series shall mean the Series listed in Appendix A
or any series that the Trust and Custodian may in the future agree are subject
to this Agreement.
(m) Interestholders: The term Interestholders shall mean the registered
owners from time to time of the Interests, as reflected on the interest registry
records of the Trust.
(n) Interests: The term Interests shall mean the issued and outstanding
Interests of beneficial interest, no par value, of the Trust, including any
fractions thereof.
(o) Sub-Custodian: The term Sub-Custodian shall mean any person
selected by the Custodian under Section 20 hereof and in accordance with the
requirements of the Act to custody any or all of the Securities and cash of the
Trust, and shall include Foreign Sub-Custodians.
(p) Trust: The term Trust shall mean Norwest Funds.
(q) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to the Custodian in original writing containing original
signatures, or a copy of such document transmitted by telecopy, including
transmission of such signature, or other mechanical or documentary means, at the
request of a person or persons reasonably believed in good faith by the
Custodian to be a person or persons authorized by a resolution of the Board to
give Written Instructions on behalf of the Trust. Each Written Instruction shall
specify whether it is applicable to the entire Trust or a specific Series of the
Trust.
(r) 1934 Act: The term 1934 Act shall mean the Securities Exchange Act
of 1934, as amended from time to time.
SECTION 2. APPOINTMENT. The Trust hereby appoints the Custodian as
custodian of the Securities and cash of each Series from time to time on deposit
hereunder. The Securities and cash of the Trust shall be and remain the sole
property of the Trust and the Custodian shall have only custody thereof. The
Custodian shall hold, earmark and physically segregate for the appropriate
Series account of the Trust all non-cash property, including all Securities that
are not maintained pursuant to Section 6 in a Securities Depository or
Book-Entry Account. The Custodian will collect from time to time the dividends
and interest of the Securities held by the Custodian.
The Custodian shall open and maintain a separate bank or trust account
or accounts in the name of the Trust, subject only to draft or order by the
Custodian acting pursuant to the terms of this Agreement, and shall hold in such
account or accounts, subject to the provisions hereof, all cash received by it
from or for the account of the Trust. Notwithstanding the foregoing, a separate
bank account may be established by the Trust to be used as a ▇▇▇▇▇ cash account
in accordance with Rule 17f-3 under the Act and the Custodian shall have not
duty or liability with regard to such account.
Upon receipt of Written Instructions, funds held by the Custodian for
the Trust may be deposited by the Custodian to its credit in the banking
department of the Custodian or in such other banks or trust companies as it may
in its discretion deem necessary or desirable. Such funds shall be deposited by
the Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.
SECTION 3. DELIVERY OF BOARD RESOLUTIONS. The Trust shall, as
necessary, file with the Custodian a certified copy of the operative resolution
of the Board authorizing execution of Written Instructions and the number of
signatories required and setting forth authentic signatures of all signatories
authorized to sign on behalf of the Trust or any Series thereof. Such resolution
shall constitute conclusive evidence of the authority of all signatories
designated therein to act and shall be considered in full force and effect, with
the Custodian fully protected in acting in reliance thereon, until the Custodian
receives a certified copy of a replacement resolution adding or deleting a
person or persons authorized to give written Instructions.
The Trust shall, as necessary, file with the Custodian a certified copy
of the operative resolution of the Board authorizing the transmittal of Oral
Instructions and specifying the person or persons authorized to give Oral
Instructions on behalf of the Trust or any Series. Such resolution shall
constitute conclusive evidence of the authority of the person or persons
designated therein to act and shall be considered in full force and effect, with
the Custodian fully protected in acting in reliance therein, until the Custodian
actually receives a certified copy of a replacement resolution adding or
deleting a person or persons authorized to give Oral Instructions. If the
officer certifying the resolution is authorized to give Oral Instructions, the
certification shall also be signed by a second officer of the Trust.
SECTION 4. INSTRUCTIONS. For all purposes under this Agreement, the
Custodian is authorized to act upon receipt of the first of any Written or Oral
Instruction it receives. If the first Instruction is an Oral Instruction, the
Trust shall deliver or have delivered to the Custodian a confirmatory Written
Instruction; and if the Custodian receives an Instruction, whether Written or
Oral, with respect to a Securities transaction, the Trust shall cause the broker
or dealer to send a written confirmation of the transaction to the Custodian.
The Custodian shall be entitled to rely on the first Instruction received and,
for any act or omission undertaken in compliance therewith, shall be free of
liability and fully indemnified and held harmless by the Trust. The sole
obligation of the Custodian with respect to any confirmatory Written Instruction
or broker or dealer written confirmation shall be to make reasonable efforts to
detect any discrepancy between the original Instruction and such confirmation
and to report such discrepancy to the Trust. The Trust shall be responsible, at
the Trust's expense, for taking any action, including any reprocessing,
necessary to correct any discrepancy or error, and to the extent such action
requires the Custodian to act, the Trust shall give the Custodian specific
Written Instructions as to the action required.
SECTION 5. DEPOSIT OF TRUST ASSETS. The Trust will initially transfer
and deposit or cause to be transferred and deposited with the Custodian all of
the Securities, other property and cash owned by the Trust at the time this
Agreement becomes effective, provided that the Custodian shall have the right,
in its sole discretion, to refuse to accept any securities or other property
that are not in proper form for deposit or any reason. Such transfer and deposit
shall be evidenced by appropriate schedules duly executed by the Trust. The
Trust may deposit with the Custodian additional Securities of the Trust and
dividends or interest collected on such Securities as the same are acquired from
time to time.
The Trust will cause to be deposited with the Custodian from time to
time (i) the net proceeds of Securities sold, (ii) the applicable net asset
value of Interests sold, whether representing initial issue or any other
securities and (iii) cash as may be acquired. Deposits with respect to sales of
Interests shall be accompanied by Written or Oral Instructions stating the
amount to be deposited with the Custodian and registration instructions.
SECTION 6. DEPOSIT OF TRUST ASSETS WITH THIRD PARTIES. The Trust hereby
authorizes the Custodian to deposit assets of the Trust as follows:
(a) With the Custodian or any other bank licensed and regularly
examined by the United States or any state thereof assets held in the Option
Account created pursuant to Section 13(b).
(b) In the Custodian's or Sub-Custodian's account(s) with any
Securities Depository as the Trust shall permit by Written or Oral Instruction.
(c) Book-Entry Securities belonging to the Trust in a Book-Entry
Account maintained for the Custodian.
So long as any deposit referred to in (b) or (c) above is maintained
for the Trust, the Custodian shall: (i) deposit the Securities in an account
that includes only assets held by the Custodian for customers; (ii) send the
Trust a confirmation (i.e., an advice of notice of transaction) of any transfers
of the Trust to or from the account; (iii) with respect to Securities of the
Trust transferred to the account, identify as belonging to the Trust a quantity
of securities in a fungible bulk of securities that are registered in the name
of the Custodian or its nominee, or credited to the Custodian's account on the
books of a Securities Depository or the Custodian's agent; (iv) promptly send to
the Trust all reports it receives from the appropriate Federal Reserve Bank or
Securities Depository on its respective system of internal accounting control;
and (v) send to the Trust such reports of the systems of internal accounting
control of the Custodian and its agents through which Securities are deposited
as are available and as the Trust may reasonably request from time to time.
The Custodian shall be liable to the Trust for any loss or damage to
the Trust resulting from the negligence (including failure to act), fault or
willful misconduct of the Custodian, its agents or employees in selecting a
Securities Depository or Book-Entry Account. The Custodian shall not waive any
rights it may have against a Securities Depository or Federal Reserve Bank. The
Trust may elect to be subrogated to the rights of the Custodian against the
Securities Depository or Federal Reserve Bank or any other person with respect
to any claim that the Custodian may have as a consequence of any such loss or
damage, if and to the extent that the Trust has not been made whole for any such
loss or damage.
SECTION 7. REGISTRATION OF SECURITIES. The Securities held by the
Custodian, unless payable to bearer or maintained in a Securities Depository or
Book-Entry Account pursuant to Section 6, shall be registered in the name of the
Custodian or in the name of its nominee, or if directed by Written Instructions,
in the name of the Trust or its nominee. In the event that any Securities are
registered in the name of the Trust or its nominee, the Trust will endorse, or
cause to be endorsed, to the Custodian dividend and interest checks, or will
issue appropriate orders to the issuers of the Securities to pay dividends and
interest to the Custodian. Securities, excepting bearer securities, delivered
from time to time to the Custodian shall, in all cases, be in due form for
transfer, or registered as above provided.
SECTION 8. DISBURSEMENTS OF CASH. The Custodian is hereby authorized
and directed to disburse cash to or from the Trust from time to time as follows:
(a) For the purchase of Securities by the Trust, upon receipt by the
Custodian of (i) Written or Oral Instructions specifying the Securities and
stating the purchase price and the name of the broker, investment banker or
other party to or upon whose order the purchase price is to be paid and (ii)
either the Securities so purchased, in due form for transfer or already
registered as provided in Section 7, or notification by a Securities Depository
or a Federal Reserve Bank that the Securities have been credited to the
Custodian's account with the Securities Depository or Federal Reserve Bank.
(b) For transferring funds, including ▇▇▇▇-to-the-market payments, in
connection with a repurchase agreement covering Securities that have been
received by the Custodian as provided in subsection (a) above, upon receipt by
the Custodian of (i) Written or Oral Instruction specifying the Securities, the
purchase price and the party to whom the purchase price is to be paid and (ii)
written agreement to repurchase the Securities from the Trust.
(c) For transferring funds to a duly-designated redemption paying agent
to redeem or repurchase Interests, upon receipt of Written or Oral Instructions
stating the applicable redemption price.
(d) For exercising warrants and rights received upon the Securities,
upon timely receipt of Written or Oral Instructions authorizing the exercise of
such warrants and rights and stating the consideration to be paid.
(e) For repaying, in whole or in part, any loan of the Trust, or
returning cash collateral for Securities loaned by the Trust, upon receipt of
Written or Oral Instructions directing payment and stating the Securities, if
any, to be received against payment.
(f) For paying over to a duly-designated dividend disbursing agent such
amounts as may be stated in Written or Oral Instructions as the Trust deems
appropriate to include in dividends or distributions declared on the Interests.
(g) For paying or reimbursing the Trust for other corporate
expenditures, upon receipt of Written or Oral Instructions stating that such
expenditures are or were authorized by resolution of the Board and specifying
the amount of payment, the purposes for which such payment is to be made, and
the person or persons to whom payment is to be made.
(h) For transferring funds to any Sub-Custodian, upon receipt of
Written or Oral Instructions and upon agreement by the Custodian.
(i) To advance or pay out accrued interest on bonds purchased,
dividends on stocks sold and similar items.
(j) To pay proper compensation and expenses of the Custodian.
(k) To pay, or provide the Trust with money to pay, taxes, upon receipt
of appropriate Written or Oral Instructions.
(l) To transfer funds to a separate checking account maintained by the
Trust.
(m) To pay interest, management or supervisory fees, administration,
dividend and transfer agency fees and costs, compensation of personnel and
operating expenses, including but not limited to fees for legal, accounting and
auditing services.
Before making any payments or disbursements, however, the Custodian
shall receive, and may conclusively rely upon, Written or Oral Instructions
requesting such payment or disbursement and stating that it is for one or more
or the purposes enumerated above. Notwithstanding the foregoing, the Custodian
may disburse cash for other corporate purposes; provided, however, that such
disbursement maybe made only upon receipt of Written or Oral Instructions
stating that such disbursement was authorized by resolution of the Board.
SECTION 9. DELIVERY OF SECURITIES. The Custodian is hereby authorized
and directed to deliver Securities of the Trust from time to time as follows:
(a) For completing sales of Securities sold by the Trust, upon receipt
of (i) Written or Oral Instructions specifying the Securities sold, the amount
to be received and the broker, investment banker or other party to or upon whose
order the Securities are to be delivered and (ii) the net proceeds of sale;
provided, however, that the Custodian may accept payment in connection with the
sale of Book-Entry Securities and Securities on deposit with a Securities
Depository by means of a credit in the appropriate amount to the account
described in Section 6(b) or (c) above.
(b) For exchanging Securities for other Securities (and cash, if
applicable), upon timely receipt of (i) Written or Oral Instructions stating the
Securities to be exchanged, cash to be received and the manner in which the
exchange is to be made and (ii) the other Securities (and cash, if applicable)
as specified in the Written or Oral Instructions.
(c) For exchanging or converting Securities pursuant to their terms or
pursuant to any plan of conversion, consolidation, recapitalization,
reorganization, re-adjustment or otherwise, upon timely receipt of (i) Written
or Oral Instructions authorizing such exchange or conversion and stating the
manner in which such exchange or conversion is to be made and (ii) the
Securities, certificates of deposit, interim receipts, and/or cash to be
received as specified in the Written or Oral Instructions.
(d) For presenting for payment Securities that have matured or have
been called for redemption;
(e) For delivering Securities upon redemption of Interests in kind,
upon receipt of appropriate Written or Oral Instructions.
(f) For depositing with the lender Securities to be held as collateral
for a loan to the Trust or depositing with a borrower Securities to be loaned by
the Trust, (i) upon receipt of Written or Oral Instructions directing delivery
to the lender or borrower and suitable collateral, if Securities are loaned or
(ii) pursuant to the terms of a separate securities lending agreement.
(g) For complying with a repurchase agreement, upon receipt of Written
or Oral Instructions stating (i) the securities to be delivered and the payment
to be received and (ii) payment.
(h) For depositing with a depository agent in connection with a tender
or other similar offer to purchase Securities of the Trust, upon receipt of
Written or Oral Instructions.
(i) For depositing Securities with the issuer thereof, or its agents,
for the purpose of transferring such Securities into the name of the Trust, the
Custodian or any nominee of either in accordance with Section 7.
(j) For other proper corporate purposes; provided, that the Custodian
shall receive Written or Oral Instructions requesting such delivery.
(k) Notwithstanding the foregoing, the Custodian may, without Written
or Oral Instructions, surrender and exchange Securities for other Securities in
connection with any reorganization, recapitalization, or similar transaction in
which the owner of the Securities is not given an option; provided, however,
that the Custodian has no responsibility to effect any such exchange unless it
has received actual notice of the event permitting or requiring such exchange.
To facilitate any such exchange, the Custodian is authorized to surrender
against payment maturing obligations and obligations called for redemption and
to effectuate the exchange in accordance with customary practices and procedures
established in the market for exchanges.
SECTION 10. BORROWINGS. The Trust will cause any person (including the
Custodian) from which it borrows money using Securities as collateral to deliver
to the Custodian a notice of undertaking in the form currently employed by the
lender setting forth the amount that the lender will loan to the Trust against
delivery of a stated amount of collateral. The Trust shall promptly deliver to
the Custodian Written or Oral Instructions for each loan, stating (i) the name
of the lender, (ii) the amount and terms of the loan, which terms may be
specified by incorporating by reference an attached promissory note or loan
agreement duly endorsed by the Trust, (iii) the time and date, if known, on
which the loan will be consummated (the "borrowing date"), (iv) the date on
which the loan becomes due and payable, (v) the total amount payable to the
Trust on the borrowing date, (vi) the market value of Securities to be delivered
as collateral for such loan and (vii) the name of the issuer, the title and the
number of Interests or principal amount of the Securities to be delivered as
collateral. The Custodian shall deliver on the borrowing date such specified
collateral and the executed promissory note, if any, and receive from the lender
the total amount of the loan proceeds; provided, however, that no delivery of
Securities shall occur if the amount of loan proceeds does not conform to the
amount set forth in the Written or Oral Instructions, or if such Instruction do
not contain the requirements of (vii) above. The Custodian may, at the option of
the lender, keep such collateral in its possession; provided such collateral is
subject to all rights given the lender by any promissory note or loan agreement
executed by the Trust.
The Custodian shall deliver, from time to time, any Securities required
as additional collateral for any transaction described in this Section, upon
receipt of Written or Oral Instructions. The Trust shall cause all Securities
released from collateral status to be returned directly to the Custodian.
SECTION 11. INDEBTEDNESS TO CUSTODIAN. If, in its sole discretion, the
Custodian advances funds to the Trust to pay for the purchase of Securities, to
cover an overdraft of the Trust's account with the Custodian, or to pay any
other indebtedness to the Custodian, the Trust's indebtedness shall be deemed to
be a loan by the Custodian to the Trust, payable on demand and bearing interest
at the rate then charged by the Custodian for such loans; provided, however,
that the Custodian shall give the Trust notice of any such advance that exceeds
five percent of the value of the Securities and cash held by the Custodian at
the time of the advance. The Trust hereby agrees that the Custodian shall have a
continuing lien and security interest, to the extent of any such overdraft or
indebtedness, in any property then held by the Custodian or its agents for the
benefit of the Trust, or in which the Trust may have an interest. The Trust
authorizes the Custodian, in its sole discretion at any time, to charge any such
overdraft or indebtedness, together with interest due thereon, against any
balance then credited to the Trust on the Custodian's books.
SECTION 12. SECURITIES LOANS. The Custodian may from time to time lend
securities of the Trust in accordance with and pursuant to a separate securities
lending agreement.
SECTION 13. OPTION CONTRACTS. The Custodian's responsibilities regarding
option contracts will be governed by the following sub-paragraphs:
(a) Unless more particularly described below, Written or Oral
Instructions regarding option contracts purchased or sold by any Series shall
state (i) the price at which the underlying Security may be bought or sold, (ii)
the issuer, the title and number of the Interests or principal amount of such
Security, (iii) the premium to be paid, (iv) the expiration date of the option
contract, (v) if the transaction is a "closing sale transaction," whether the
sale requires delivery of a certificate of ownership to the broker through whom
the sale is made and (vi) if the transaction is a purchase of an option
contract, the requirement that payment of the premium be made only upon receipt
of a certificate of ownership executed by the broker through whom the purchase
is made.
(b) Whenever a Series sells an option contract, Written or Oral
Instructions to the Custodian must state (ii) the issuer, the title and number
of Interests or principal amount of the Security subject to the option contract,
(ii) the exercise price of the option contract, (iii) the expiration date of the
option contract, (iv) the premium to be received by the Series, (v) the name of
the broker from whom the premium is to be received and (vi) if the option is a
call, whether it is covered.
If the option contract sold is a put, the Written or Oral Instructions
shall also state (i) the amount and kind of collateral required by the broker or
(ii) the amount and kind of assets of the Series, if any, that shall be
segregated from the general assets of the Series and held by the Custodian in a
segregated option account (the "Option Account"). If collateral is required, the
Custodian shall deliver the collateral directly to the broker through whom such
option was written and receive in return a receipt and a confirmation of the
option transaction, in accordance with the customs prevailing among brokers in
such securities. If an Option Account is established, the Custodian shall
maintain it as specified in Written or Oral Instructions.
(c) If the Custodian (i) acts as escrow agent with respect to a covered
call option contract, (ii) maintains securities underlying a covered call option
contract with a Securities Depository or (iii) holds assets in the Option
Account in connection with a put option contract, the Custodian shall deliver,
or cause to be delivered, all receipts required by the customs prevailing among
dealers in such securities.
(d) If an option contract purchased or sold by any Series expires, the
Trust will deliver to the Custodian Written or Oral Instructions containing the
information specified in paragraph (b) above and instructing the Custodian to
(i) delete such option contract from the list of holdings that the Custodian
maintains for that Series and (ii) either remove from the Option Account
specified assets held with respect to such option or remove the restriction on
any securities underlying a covered call option contract, as the case may be.
Upon the return and/or cancellation or expiration of any receipts issued
pursuant to paragraph (c) above, the Custodian shall remove such restriction,
delete the option from the list of holdings maintained by the Custodian and
transfer the assets to the general account maintained by the Custodian for the
benefit of the Series. Collateral delivered by a broker with whom it was
previously deposited pursuant to paragraph (b) above shall, if identical with
the collateral specified in the receipt previously issued by such broker, be
accepted by the Custodian and held in the general account maintained by the
Custodian for the benefit of the Series. The Custodian shall accept delivery of
collateral not specified in such a receipt only upon receipt of Written or Oral
Instructions.
(e) If a covered call option sold by a Series is exercised, the Trust
shall promptly furnish the Custodian with Written or Oral Instructions stating
(i) the issuer, the title and number of Interests or principal amount of the
Security subject to the option contract, (ii) the person to whom the underlying
Securities are to be delivered, (iii) the amount to be received and held by the
Custodian upon delivery and (iv) the assets, if any, to be removed from the
Option Account or the collateral, if any, to be returned by a broker with whom
it was deposited under paragraph (b) above.
(f) If a put option contract sold by a Series is exercised, the Trust
shall promptly furnish the Custodian with Written or Oral Instructions stating
(i) the issuer, the title and number of Interests or principal amount of the
Security subject to the option contract, (ii) the name of the person whom the
Custodian will pay for Securities subject to the put, in return for receipt of
such Securities, (iii) the amount of such payment and (iv) the assets, if any,
to be removed from the Option Account or the collateral, if any, to be returned
by a broker with whom it was deposited under paragraph (b) above.
(g) In the event a Series purchases, in a "closing purchase
transaction," an option contract identical to a previously sold option contract
in order to liquidate its position as a seller of a call option contract, the
Trust will deliver to the Custodian Written or Oral Instructions stating (i) the
issuer, the title and number of Interests or principal amount of the Security
subject to the option contract, (ii) the exercise price of the option contract,
(iii) the premium to be paid, (iv) the expiration date of the option contract
and (v) the name of the person to whom the premium is to be paid. Upon the
Custodian's payment of the premium and the return and/or cancellation of any
receipts issued pursuant to paragraph (c) above, the Custodian shall (i) either
remove from the Option Account the assets held therein or remove the
previously-composed restrictions on the Securities underlying the option that is
liquidated by reason of the Closing Purchase Transaction, (ii) delete such
option from the list of holdings maintained by that Series and (iii) transfer
such Securities or assets to the general account maintained by the Custodian for
the benefit of the Series. Collateral delivered by a broker with whom it was
previously deposited pursuant to paragraph (b) above shall, if identical with
the collateral specified in the receipt previously issued by such broker, be
accepted by the Custodian and transferred to the general account maintained by
the Custodian for the benefit of the Series. The Custodian shall accept delivery
of collateral not specified in such a receipt only upon receipt of Written or
Oral Instructions.
(h) If a Series exercises an option contract held by the Custodian, the
Trust shall deliver to the Custodian, at least 24 hours before the last business
day on which such option contract may be exercised, Written or Oral Instructions
containing the information required under paragraph (a) above and instructing
the Custodian (i) in the case of a put option contract, to deliver the
securities subject the put to the broker specified in the Written or Oral
Instructions, in return for receipt of the exercise price or (ii) in the case of
a covered call option contract, to pay the exercise price of the option contract
to the broker specified in the Written or Oral Instructions, in return for
receipt of the Securities subject to the call.
(i) The Custodian shall have no duty or obligation to see that a Series
has deposited or is maintaining adequate margin, if required, with any broker in
connection with an option contract. The Custodian shall have no duty or
obligation to present such option contract to the broker unless it receives
Written or Oral Instructions from the Trust. The Custodian shall have no
responsibility for (i) the legality of any option contract purchased or sold on
behalf of a Series, (ii) the propriety of any such purchase or sale and (iii)
the adequacy of any collateral delivered to a broker in connection with an
option or held in the Option Account.
SECTION 14. EXERCISE OF POWERS WITH RESPECT TO SECURITIES. The
Custodian assumes no duty, obligation or responsibility whatsoever to exercise
any voting or consent powers with respect to the Securities held by it from time
to time hereunder. The Trust or such persons as it may designate shall have the
right to vote, consent or otherwise act with respect to Securities. The
Custodian will exercise its best efforts (as defined in Section 16) to furnish
to the Trust in a timely manner all proxies or other appropriate authorizations
with respect to Securities registered in the name of the Custodian or its
nominee, so that the Trust or its designee may vote, consent or otherwise act.
SECTION 15. COMPENSATION.
(a) The Trust agrees to pay to the Custodian compensation for its
services as set forth in Appendix B hereto, or as shall be set forth in written
amendments to Appendix B approved by the Trust and the Custodian from time to
time.
(b) The Trust shall pay all fees and expenses of any Sub-Custodian
approved by the Trust.
SECTION 16. CORPORATE ACTIVITY. The Custodian will exercise its best
efforts to forward to the Trust in a timely manner all notices of interestholder
meetings, proxy statements, annual reports, conversion notices, call notices, or
other notices or written materials of any kind (excluding dividend, principal
and interest payments) sent to the Custodian as registered owner of Securities.
Best efforts as used in this Agreement shall mean the efforts reasonably
believed in good faith by the Custodian to be adequate in the circumstances.
Upon receipt of warrants or rights issued in connection with the assets
of the Trust, the Custodian shall enter into its ledgers appropriate notations
indicating such receipt and shall notify the Trust of such receipt. However, the
Custodian shall have no obligation to take any other action with respect to such
warrants or rights, except as directed in Written or Oral Instructions.
Custodian shall take all reasonable actions, as agreed to by the Trust
and the Custodian, to assist the Trust in obtaining from year to year favorable
opinions from the Trust's independent auditors with respect to the Custodian's
activities hereunder.
SECTION 17. RECORDS. The Custodian acknowledges and agrees that all
books and records maintained for the Trust in any capacity under this Agreement
are the property of the Trust and may be inspected by the Trust or any
authorized regulatory agency at any reasonable time. Upon request all such books
and records will be surrendered promptly to the Trust. The Custodian agrees to
make available upon request and to preserve for the periods prescribed in Rule
31a-2 of the Act any records related to services provided under this Agreement
and required to be maintained by Rule 31a-1 under the Act.
SECTION 18. LIABILITY. The Custodian assumes only the usual duties and
obligations normally performed by custodians of open-end investment companies.
The Custodian specifically assumes no responsibility for the management,
investment or reinvestment of the Securities from time to time owned by the
Trust, whether or not on deposit hereunder. The Custodian assumes no duty,
obligation or responsibility whatsoever with respect to Securities not deposited
with the Custodian.
The Custodian may rely upon the advice of counsel, who may be counsel
for the Trust or for the Custodian, and upon statements of accountants, brokers
or other persons believed by the Custodian in good faith to be expert in the
matters upon which they are consulted. The Custodian shall not be liable for any
action taken in good faith reliance upon such advice or statements. The
Custodian shall not be liable for action taken in good faith in accordance with
any Written or Oral Instructions, request or advice of the Trust or its
officers, or information furnished by the Trust or its officers. The Custodian
shall not be liable for any non-negligent action taken in good faith and
reasonably believed by it to be within the powers conferred upon it by this
Agreement.
No liability of any kind, other than to the Trust, shall attach to the
Custodian by reason of its custody of the Securities and cash held by the
Custodian hereunder or otherwise as a result of its custodianship. In the event
that any claim shall be made against the Custodian, it shall have the right to
pay the claim and reimburse itself from the assets of the Trust; provided,
however, that no such reimbursement shall occur unless the Trust is notified of
the claim and is afforded an opportunity to contest or defend the claim, if it
so elects. The Trust agrees to indemnify and hold the Custodian harmless for any
loss, claim, damage or expense arising out of the custodian relationship under
this Agreement; provided such loss, claim, damage or expense is not the direct
result of the Custodian's negligence or willful misconduct.
SECTION 19. TAXES. The Custodian shall not be liable for any taxes,
assessments or governmental charges that may be levied or assessed upon the
Securities held by it hereunder, or upon the income therefrom. Upon Written or
Oral Instruction, the Custodian may pay any such tax, assessment or charge and
reimburse itself out of the monies of the Trust or the Securities held
hereunder.
SECTION 20. SUB-CUSTODIANS.
(a) The Custodian may from time to time request appointment of one or
more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing
the use of a Sub-Custodian, the Custodian shall appoint one or more
Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the
Trust from time to time.
(b) Custodian shall cause Foreign Securities and amounts of cash
reasonably required to effect Trust's Foreign Securities transactions in the
Custodian Account to be held in such countries or other jurisdictions as Trust
shall direct in Written or Oral Instructions.
Custodian may hold Foreign Securities and cash in sub-custody accounts,
which shall be deemed part of the Custodian Account and which have been
established by Custodian or by a Sub-Custodian with those Foreign Sub-Custodians
as Trust shall approve in Written or Oral Instructions.
Each Foreign Sub-Custodian is authorized to hold Foreign Securities in
an account with any foreign Securities Depository as Trust shall approve in
Written or Oral Instructions.
The contractual agreement between the Custodian and any Foreign
Sub-Custodian must provide at a minimum that the Foreign Sub-Custodian shall
provide, obtain or use its best efforts to assist the Trust in obtaining
information responsive to the "notes" to Rule 17f-5 under the Act with respect
to (i) each country or jurisdiction where the Trust's assets are proposed to be
maintained, are maintained or in the future may be maintained and (ii) each
Foreign Sub-Custodian which is proposed to hold, holds or in the future may hold
Foreign Securities or cash of the Trust. Notwithstanding any other provisions of
this Agreement, each Foreign Sub-Custodian's undertaking to assist Trust in
obtaining such information shall neither increase the Foreign Sub-Custodian's
duty of care nor reduce Trust's responsibility to determine for itself the
prudence of entrusting its assets to any particular Foreign Sub-Custodian or
foreign Securities Depository.
The Custodian shall deposit Foreign Securities and cash of the Trust
with a Foreign Sub-Custodian only in an account of the Foreign Sub-Custodian
which holds only assets held by Custodian as custodian for its customers. In the
event that a Foreign Sub-Custodian is authorized to hold any of the Foreign
Securities placed in its care in a foreign Securities Depository, Custodian will
direct the Foreign Sub-Custodian to identify the Foreign Securities on the books
of the foreign Securities Depository as being held for the account of Custodian
as custodian for its customers.
(c) The Custodian shall have no liability to the Trust by reason of any
act or omission of any Sub-Custodian approved by the Trust, and the Trust shall
indemnify the Custodian and hold it harmless from and against any and all
actions, suits, claims, losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising directly or indirectly out of or in connection
with the performance of any Sub-Custodian approved by the Trust. The Custodian
assigns to the Trust any and all claims for any losses, costs, expenses, or
damages that may be incurred by the Trust by reason of the negligence, gross
negligence or misconduct of any Sub-Custodian approved by the Trust, or by
reason of the failure of a Sub-Custodian approved by the Trust to perform in
accordance with any applicable agreement, including instructions of the
Custodian. The Custodian shall be under no obligation to prosecute or to defend
any action, suit or claim arising out of, or in connection with, the performance
of any Sub-Custodian approved by the Trust, if, in the opinion of the
Custodian's counsel, such action will involve expense or liability to the
Custodian. The Trust shall, upon request, furnish the Custodian with
satisfactory indemnity against such expense or liability, and upon request of
the Custodian, the Trust shall assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity.
With respect to each Sub-Custodian not approved by the Trust, which may
not be a Foreign Sub-Custodian, the Custodian shall be liable to the Trust for
any loss which shall occur as a result of the failure of the Sub-Custodian to
exercise reasonable care with respect to the safekeeping of assets to the same
extent that the Custodian would be liable to the Trust if the Custodian were
holding such assets in its own premises. The Custodian shall be liable to the
Trust under this paragraph only to the extent of the Trust's direct damages, to
be determined based on the market value of the assets which are subject to loss
and without reference to any special conditions or circumstances.
SECTION 21. EFFECTIVENESS, DURATION AND TERMINATION.
(a) This Agreement may be executed in more than one counterpart, each
of which shall be deemed to be an original, and shall become effective on the
date hereof. This Agreement shall remain in effect for a period of one year from
the date of its effectiveness and shall continue in effect for successive
twelve-month periods; provided that such continuance is specifically approved at
least annually by the Board and by a majority of the Trustees who are not
parties to this Agreement or interested persons of any such party.
(b) This Agreement may be terminated by either party upon notice to the
other. The termination shall become effective at the time specified in the
notice but no earlier than sixty (60) days after the date of the notice. Upon
notice of termination, the Trust shall use its best efforts to obtain a
successor custodian. If a successor custodian is not appointed within ninety
(90) days after the date of the notice of termination, the Board shall, by
resolution, designate the Trust as its own custodian. Each successor custodian
shall be a person qualified to serve under the Act. Promptly following receipt
of written notice from the Trust of the appointment of a successor custodian and
receipt of Written or Oral Instructions, the Custodian shall deliver all
Securities and cash it then holds directly to the successor custodian and shall,
upon request of the Trust and the successor custodian and upon payment of the
Custodian's reasonable charges and disbursements, (i) execute and deliver to the
successor custodian an instrument approved by the successor custodian's counsel
transferring to the successor custodian all the rights, duties and obligations
of the Custodian, (ii) transfer to the successor custodian the originals or
copies of all books and records maintained by the Custodian hereunder and (iii)
cooperate with, and provide reasonable assistance to, the successor custodian in
the establishment of the books and records necessary to carry out the successor
custodian's responsibilities hereunder. Upon delivery of the Securities and
other assets of the Trust and compliance with the other requirements of this
Section 21, the Custodian shall have no further duty or liability hereunder.
Every successor custodian appointed hereunder shall execute and deliver an
appropriate written acceptance of its appointment and shall thereupon become
vested with the rights, duties and obligations of the predecessor custodian.
SECTION 22. REQUIRED PERFORMANCE ON FUND BUSINESS DAYS. Nothing
contained in this Agreement is intended to or shall require the Custodian, in
any capacity hereunder, to perform any functions or duties on any day other than
a Fund Business Day. Functions or duties normally scheduled to be performed on
any day which is not a Fund Business Day shall be performed on, and as of, the
next Fund Business Day unless otherwise required by law.
SECTION 23. MISCELLANEOUS.
(a) This Agreement shall extend to and bind the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Trust without the written consent of the
Custodian, or by the Custodian without the written consent of the Trust.
Notwithstanding the foregoing, either party may assign this Agreement without
the consent of the other party so long as the assignee is an affiliate, parent
or subsidiary of the assigning party and the assignee of the Custodian is
qualified to serve as custodian under the Act.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota.
(c) The captions inserted herein are for convenience of reference and
shall not affect, in any way, the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
NORWEST FUNDS
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President
NORWEST BANK MINNESOTA, N.A.
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▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Executive Vice President
CORE TRUST (DELAWARE)
CUSTODIAN AGREEMENT
APPENDIX A
SERIES OF THE TRUST
AS OF SEPTEMBER 22, 1997
Small Company Growth Portfolio
Small Company Value Portfolio
Large Company Growth Portfolio
International Portfolio
Income Equity Portfolio
Managed Fixed Income Portfolio
Index Portfolio
Positive Return Portfolio
Stable Income Portfolio
Money Market Portfolio
Prime Money Market Portfolio
CORE TRUST (DELAWARE)
CUSTODIAN AGREEMENT
APPENDIX A
SERIES OF THE TRUST
AS OF MARCH 18, 1998
Small Company Growth Portfolio
Small Company Value Portfolio
Small Cap Index Portfolio
Large Company Growth Portfolio
Disciplined Growth Portfolio
Small Cap Value Portfolio
Strategic Value Bond Portfolio
International Portfolio
Income Equity Portfolio
Managed Fixed Income Portfolio
Index Portfolio
Positive Return Portfolio
Stable Income Portfolio
Money Market Portfolio
Prime Money Market Portfolio
CORE TRUST (DELAWARE)
CUSTODIAN AGREEMENT
APPENDIX A
SERIES OF THE TRUST
AS OF FEBRUARY 11, 1999
Small Company Growth Portfolio
Small Company Value Portfolio
Small Cap Index Portfolio
Large Company Growth Portfolio
Disciplined Growth Portfolio
Small Cap Value Portfolio
Strategic Value Bond Portfolio
International Portfolio
Income Equity Portfolio
Managed Fixed Income Portfolio
Index Portfolio
Positive Return Portfolio
Stable Income Portfolio
Money Market Portfolio
Prime Money Market Portfolio
International Equity Portfolio
CORE TRUST (DELAWARE)
CUSTODIAN AGREEMENT
APPENDIX B
COMPENSATION
(a) Account Administrative Fee. $0.20/1000 up to $100 million;
$0.15/1000 on next $100 million; and $0.10/1000 on over $200 million with
respect to all Portfolios except International Portfolio and $0.70/1000 with
respect to International Portfolio. Based on the fair market value of custody
assets. Market value charges will be based on the average size of the account
during the year using monthly valuations.
(b) Holding Fee Per Issue. $20.00/Book entry item and $25.00/Physical
item per annum. Charges are based on the average number of assets held during
the year using quarterly valuations.
(c) Transaction Fee. $15.00/Book entry transaction and $20.00/Physical
transaction for any asset movement defined as a purchase or sale. No transaction
charge will be made for the initial receipt of securities related to the opening
of any account.
(d) Limitation. The Custodian's total fees for the services rendered by
it pursuant to this Agreement shall not exceed, with respect to Money Market
Portfolio and Prime Money Market Portfolio, 0.03% of the average daily net
assets of such Series, and with respect to all other Series, 0.05% of the
average daily net assets of such Series, computed and paid monthly, with the
exception of International Portfolio, which will pay all fees and expenses of
any Sub-Custodian approved by the Trust, without limitation.