CUSTODIAN SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of the ___ day of _________, 1999
between IGAM Group Funds, a Delaware business trust (hereinafter called the
"Trust"), on behalf of its separate series of shares ("Series"), and Firstar
Bank Milwaukee, N.A., a corporation organized under the laws of the State of
Wisconsin (hereinafter called "Custodian").
WHEREAS, the Trust is an open-ended management investment company which is
registered under the Investment Company Act of 1940, as amended (the "1940Act");
and
WHEREAS, Custodian is a federally regulated banking institution; and
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 of
the Trust.
The word "Board" shall mean the 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 I hereof, and the names of the members of the Board of
Trustees, together with any changes which may occur from time to time.
3. Additional Series
The Trust is authorized to issue separate Series of shares of
beneficial interest representing interests in separate investment
portfolios ("Series"). The parties intend that each Series established by
the Trust, now or in the future, be covered by the terms and conditions of
this agreement.
4. Receipt and Disbursement of Money
A. Custodian shall open and maintain a separate account or accounts in
the name of each Series of the Trust, 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 relevant Series.
Custodian shall make payments of cash to, or for the account of, the
relevant Series from such cash only:
(a) for the purchase of securities for the portfolio of the Series
upon the delivery of such securities to Custodian, registered in
the name of the Series or of the nominee of Custodian referred
to in Section 8 or in proper form for transfer;
(b) for the purchase or redemption of shares of beneficial interest
of the Series 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 Series
held by or to be delivered to Custodian; or
(e) for other proper corporate 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 business 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 Series 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 Series which are deposited into the relevant
Series' account.
5. Segregated Accounts
Upon receipt of proper instructions, the Custodian shall establish and
maintain a segregated account(s) for and on behalf of each Series, into
which account(s) may be transferred cash and/or securities.
6. Transfer, Exchange, Redelivery, etc. of Securities
Custodian shall have sole power to release or deliver any portfolio
securities of the Series of the Trust held by it pursuant to this
Agreement. Custodian agrees to transfer, exchange or deliver portfolio
securities held by it hereunder only:
(a) for sales of such securities for the account of the Series of
the Trust upon receipt by Custodian of payment therefore;
(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 Series of the Trust upon delivery thereof to
Custodian; or
(i) for other proper business purposes.
As to any deliveries made by Custodian pursuant to items (a), (b),
(d), (e), (f), and (g), securities or cash receivable in exchange therefore
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 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.
7. 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 relevant Series of the
Trust, which call for payment upon presentation and hold the cash received
by it upon such payment for the account of the Trust; (b) collect interest
and cash dividends received, with notice to the Trust, for the account of
the Trust; (c) hold for the account of the Trust 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 the
Trust, 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 or hereafter in effect,
inserting the Trust's name on such certificates as the owner of the
securities covered thereby, to the extent it may lawfully do so.
8. 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
hereunder 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 Series of the Trust and
which may from time to time be registered in the name of the Series of the
Trust.
9. 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 Series 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 Corporation 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 Series of the Trust), but without indicating the manner in
which such proxies are to be voted.
10. Transfer Tax and Other Disbursements
The Series of the Trust shall pay or reimburse Custodian from time 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.
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.
11. 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 relevant Series 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 Series of
the Trust shall be security therefore.
Custodian agrees to indemnify and hold harmless the Trust from all
charges, expenses, assessments, and claims/liabilities (including counsel
fees) incurred or assessed against it in connection with the performance of
this agreement, except such as may arise from the Trust's own negligent
action, negligent failure to act, or willful misconduct.
12. Subcustodians
Custodian is hereby authorized to engage another bank or trust company
as a Subcustodian for all or any part of the Trust's assets, so long as any
such bank or trust company is a bank or trust company organized under the
laws of any state of the United States, having an aggregate capital,
surplus and undivided profit, as shown by its last published report, of not
less than Two Million Dollars ($2,000,000) and provided further that, if
the Custodian utilizes the services of a Subcustodian, the Custodian shall
obtain preapproval by the Trust and remain fully liable and responsible for
any losses caused to the Trust by the Subcustodian as fully as if the
Custodian was directly responsible for any such losses under the terms of
the Custodian Agreement.
Notwithstanding anything contained herein, 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
Trust's assets, except as may arise from its own negligent action,
negligent failure to act or willful misconduct.
13. Reports by Custodian
Custodian shall furnish the Trust periodically as agreed upon with a
statement summarizing all transactions and entries for the account of
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.
14. 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 Firstar Trust Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 Series 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.
15. 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.
16. 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 3 1 a-2 under the Investment
Company Act of 1940, as amended.
17. Notices
Notices of any kind to be given by either party to the other party
shall be in writing and shall be duly given if mailed or delivered as
follows: Notice to FTC shall be sent to:
Firstar Bank Milwaukee, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and notice to the Trust shall be sent to:
IGAM Group Funds
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
This agreement may be executed in several counterparts, each of which is an
original.
IGAM Group Funds Firstar Bank Milwaukee, N.A.
Sign: Sign:
Print: Print:
Title: Title:
Attest: Attest:
Schedule A
Mutual Fund Custodial Agent Service
Domestic Portfolios
Annual Fee Schedule
IGAM Group Funds
o Annual fee based on market value of assets:
o ___ per $1,000 (__ basis points0)
o Minimum annual fee per Fund: $____
o Investment transactions: (purchase, sale, exchange, tender,
redemption, maturity, receipt delivery)
o $____ per book entry security (depository or Federal Reserve
system)
o $____ per definitive security (physical)
o $____ per Euroclear
o $____ per principal reduction on pass-through certificates
o $____ per option/future contracts
o Variable Amount Notes: Used as a short-term investment, variable amount
notes offer safety and prevailing high interest rates. Our charge,
which is______, is deducted from the variable amount note income
at the time is credited to your account.
o Extraordinary expenses: Based on time and complexity involved.
o Out-of-pocket expenses: Charged to the account, including but not limited
to:
o $____ per variation margin transaction
o $____ per Fed wire deposit or withdrawal
o Fees are billed monthly, based on market value at the beginning of the
month.
