CUSTODIAN AGREEMENT
AGREEMENT dated as of November 1, 1995 between BANKERS TRUST
COMPANY (the "Custodian") and AMBAC Treasurers Trust (the
"Customer").
WHEREAS, the Customer may be organized with one or more
series of shares, each of which shall represent an interest in a
separate portfolio of Securities and Cash (each as hereinafter
defined) (all such existing and additional series now or hereafter
listed on Exhibit A being hereafter referred to individually as a
"Portfolio" and collectively, as the "Portfolios"); and
WHEREAS, the Customer desires to appoint the Custodian as
custodian on behalf of the Portfolios under the terms and
conditions set forth in this Agreement, and the Custodian has
agreed to so act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment of Custodian. The Customer hereby employs
the Custodian as custodian of all assets of each Portfolio which
are delivered to and accepted by the Custodian or any Subcustodian
(as that term is defined in Section 3) (the "Property") pursuant
to the terms and conditions set forth herein. Without limitation,
such Property shall include stocks and other equity interests of
every type, evidences of indebtedness, other instruments
representing same or rights or obligations to receive, purchase,
deliver or sell same and other non-cash investment property of a
Portfolio custody of which is maintained in the United States and
which is acceptable for deposit ("Securities") and U.S. Dollars
from any source ("Cash"). The Custodian shall not be responsible
for any property of a Portfolio held or received by the Customer
or others and not delivered to the Custodian or any Subcustodian.
2. Custody Account. The Custodian agrees to establish
and maintain one or more custody accounts on its books each in the
name of a Portfolio (each, an "Account") for any and all Property
from time to time received and accepted by the Custodian or any
Subcustodian for the account of such Portfolio. Upon delivery by
the Customer to the Custodian of any Property belonging to a
Portfolio, the Customer shall, by Instructions (as hereinafter
defined in Section 13), specifically indicate which Portfolio such
Property belongs or if such Property belongs to more than one
Portfolio shall allocate such Property to the appropriate
Portfolios. The Custodian shall allocate such Property to the
Accounts in accordance with the Instructions; provided that the
Custodian shall have the right, in its sole discretion, to refuse
to accept any Property that is not in proper form for deposit for
any reason. The Customer on behalf of each Portfolio,
acknowledges the responsibility of each Portfolio as a principal
for all of such Portfolios obligations to the Custodian arising
under or in connection with this Agreement, warrants its authority
to deposit in the appropriate Account any Property received
therefor by the Custodian or a Subcustodian and to give, and
authorize others to give, instructions relative thereto. For
Securities delivered in physical form, the Custodian may deliver
securities of the same class in place of those deposited in the
Account.
The Custodian shall hold, keep safe and protect as custodian
for each Account, on behalf of the Customer, all Property in such
Account. All transactions, including, but not limited to, foreign
exchange transactions, involving the Property shall be executed or
settled solely in accordance with Instructions (which shall
specifically reference the Account for which such transaction is
being settled), except that until the Custodian receives
Instructions to the contrary, the Custodian will:
(a) collect all interest and dividends and all other
income and payments, whether paid in cash or in kind, on the
Property, as the same become payable and credit the same to the
appropriate Account;
(b) present for payment all Securities held in an Account
which are called, redeemed or retired or otherwise become payable
and all coupons and other income items which call for payment upon
presentation to the extent that the Custodian or Subcustodian is
actually aware of such opportunities and hold the cash received in
such Account pursuant to this Agreement;
(c) (i) exchange Securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the exchange
of warrants, or other documents of entitlement to securities, for
the Securities themselves) and (ii) when notification of a tender
or exchange offer (other than ministerial exchanges described in
(i) above) is received for an Account, promptly transmit such
notification to the Customer and act upon the Customer's
Instructions with respect thereto, provided that if such
Instructions are not received in time for the Custodian to take
timely action, no action shall be taken with respect thereto;
(d) whenever notification of a rights entitlement or a
fractional interest resulting from a rights issue, stock dividend
or stock split is received for an Account and such rights
entitlement or fractional interest bears an expiration date, if
after endeavoring to obtain Instructions such Instructions are not
received in time for the Custodian to take timely action or if
actual notice of such actions was received too late to seek
Instructions, sell in the discretion of the Custodian (which sale
the Customer hereby authorizes the Custodian to make) such rights
entitlement or fractional interest and credit the Account with the
net proceeds of such sale;
(e) execute in the Customer's name for an Account,
whenever the Custodian deems it appropriate, such ownership and
other certificates as may be required to obtain the payment of
income from the Property in such Account;
(f) pay for each Account, any and all taxes and levies in
the nature of taxes imposed on interest, dividends or other
similar income on the Property in such Account by any governmental
authority. In the event there is insufficient Cash available in
such Account to pay such taxes and levies, the Custodian shall
notify the Customer of the amount of the shortfall and the
Customer, at its option, may deposit additional Cash in such
Account or take steps to have sufficient Cash available. The
Customer agrees, when and if requested by the Custodian and
required in connection with the payment of any such taxes to
cooperate with the Custodian in furnishing information, executing
documents or otherwise; and
(g) appoint brokers and agents for any of the ministerial
transactions involving the Securities described in (a) - (f),
including, without limitation, affiliates of the Custodian or any
Subcustodian.
3. Subcustodians and Securities Systems. The
Custodian may hold the Property in each Account in custody
accounts which have been established by the Custodian with one of
its U.S. branches or another U.S. bank or trust company or branch
thereof located in the U.S. which is itself qualified under the
Investment Company Act of 1940, as amended ("1940 Act"), to act as
custodian (individually, a "Subcustodian"), or a U.S. securities
depository or clearing agency or system in which the Custodian or
a Subcustodian participates (individually, a "Securities System"),
provided that in each case in which a Subcustodian or Securities
System is employed, each such Subcustodian or Securities System
shall have been approved by Instructions.
Upon receipt of Instructions, the Custodian agrees to cease
the employment of any Subcustodian or Securities System with
respect to the Customer. In addition, the Custodian may, at any
time in its discretion, upon written notification to the Customer,
terminate the employment of any Subcustodian or Securities System.
4. Use of Subcustodian. With respect to Property in an
Account which is maintained by the Custodian in the custody of a
Subcustodian employed pursuant to Section 3:
(a) The Custodian will identify on its books as belonging
to the Customer on behalf of a Portfolio, any Property held by
such Subcustodian.
(b) Any Property in the Account held by a Subcustodian
will be subject only to the instructions of the Custodian or its
agents.
(c) Property deposited with a Subcustodian will be
maintained in an account holding only assets for customers of the
Custodian.
5. Use of Securities System. With respect to Property in
the Account(s) which are maintained by the Custodian or any
Subcustodian in the custody of a Securities System employed
pursuant to Section 3:
(a) The Custodian shall, and the Subcustodian will be
required by its agreement with the Custodian to, identify on its
books such Property as being held for the account of the Custodian
or Subcustodian for its customers.
(b) Any Property held in a Securities System for the
account of the Custodian or a Subcustodian will be subject only to
the instructions of the Custodian or such Subcustodian, as the
case may be.
(c) Property deposited with a Securities System will be
maintained in an account holding only assets for customers of the
Custodian or Subcustodian, as the case may be, unless precluded by
applicable law, rule, or regulation.
(d) The Custodian shall provide the Customer with any
report obtained by the Custodian on the Securities System's
accounting system, internal accounting controls and procedures for
safeguarding securities deposited in the Securities System.
6. Agents. The Custodian may at any time or times in its
sole discretion appoint (or remove) any other U.S. bank or trust
company which is itself qualified under the 1940 Act to act as
custodian, as its agent to carry out such of the provisions of
this Agreement as the Custodian may from time to time direct;
provided, however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or liabilities
hereunder.
7. Records, Ownership of Property, Statements, Opinions
of Independent Certified Public Accountants.
(a) The ownership of the Property whether Securities, Cash
and/or other property, and whether held by the Custodian or a
Subcustodian or in a Securities System as authorized herein, shall
be clearly recorded on the Custodian's books as belonging to the
appropriate Account and not for the Custodian's own interest. The
Custodian shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other transactions for
each Account. All accounts, books and records of the Custodian
relating thereto shall be open to inspection and audit at all
reasonable times during normal business hours by any person
designated by the Customer. All such accounts shall be maintained
and preserved in the form reasonably requested by the Customer.
The Custodian will supply to the Customer from time to time, as
mutually agreed upon, a statement in respect to any Property in an
Account held by the Custodian or by a Subcustodian.
(b) The Custodian shall take all reasonable action as the
Customer may request to obtain from year to year favorable
opinions from the Customer's independent certified public
accountants with respect to the Custodian's activities hereunder
in connection with the preparation of the Customer's Form N-1A and
the Customer's Form N-SAR or other periodic reports to the SEC and
with respect to any other requirements of the SEC.
(c) At the request of the Customer, the Custodian shall
deliver to the Customer a written report prepared by the
Custodian's independent certified public accountants with respect
to the services provided by the Custodian under this Agreement,
including, without limitation, the Custodian's accounting system,
internal accounting controls and procedures for safeguarding Cash
and Securities, including Cash and Securities deposited and/or
maintained in a Securities System or with a Subcustodian. Such
report shall be of sufficient scope and in sufficient detail as
may reasonably be required by the Customer and as may reasonably
be obtained by the Custodian.
(d) The Customer may elect to participate in any of the
electronic on-line service and communications systems offered by
the Custodian which can provide the Customer, on a daily basis,
with the ability to view on-line or to print on hard copy various
reports of Account activity and of Securities and/or Cash being
held in any Account. To the extent that such service shall
include market values of Securities in an Account, the Customer
hereby acknowledges that the Custodian now obtains and may in the
future obtain information on such values from outside sources that
the Custodian considers to be reliable and the Customer agrees
that the Custodian (i) does not verify nor represent or warrant
either the reliability of such service nor the accuracy or
completeness of any such information furnished or obtained by or
through such service and (ii) shall be without liability in
selecting and utilizing such service or furnishing any information
derived therefrom.
8. Holding of Securities, Nominees, etc. Securities in
an Account which are held by the Custodian or any Subcustodian may
be held by such entity in the name of the Customer, on behalf of a
Portfolio, in the Custodian's or Subcustodian's name, in the name
of the Custodian's or Subcustodian's nominee, or in bearer form.
Securities that are held by a Subcustodian or which are eligible
for deposit in a Securities System as provided above may be
maintained with the Subcustodian or the Securities System in an
account for the Custodian's or Subcustodian's customers, unless
prohibited by law, rule, or regulation. The Custodian or
Subcustodian, as the case may be, may combine certificates
representing Securities held in an Account with certificates of
the same issue held by it as fiduciary or as a custodian. In the
event that any Securities in the name of the Custodian or its
nominee or held by a Subcustodian and registered in the name of
such Subcustodian or its nominee are called for partial redemption
by the issuer of such Security, the Custodian may, subject to the
rules or regulations pertaining to allocation of any Securities
System in which such Securities have been deposited, allot, or
cause to be allotted, the called portion of the respective
beneficial holders of such class of security in any manner the
Custodian deems to be fair and equitable.
9. Proxies, etc. Proxy statements, shareholder meeting
agenda, proxy cards, annual reports and all other shareholder
meeting communications relative to any of the Securities in any
Account, which are received by the Custodian or its agent shall be
promptly forwarded to the Customer and upon timely receipt of
Instructions, the Custodian shall vote all Proxies and take such
other actions relating to such Securities in accordance with such
Instructions. Neither the Custodian nor its nominees or agents
shall vote upon or in respect of any of the Securities in an
Account, execute any form of proxy to vote thereon, or give any
consent or take any action (except as provided in Section 2) with
respect thereto except upon the receipt of Instructions relative
thereto.
10. Segregated Account. To assist the Customer in
complying with the requirements of the 1940 Act and the rules and
regulations thereunder, the Custodian shall, upon receipt of
Instructions, establish and maintain a segregated account or
accounts on its books for and on behalf of a Portfolio.
11. Settlement Procedures. Securities will be
transferred, exchanged or delivered by the Custodian or a
Subcustodian upon receipt by the Custodian of Instructions which
include all information required by the Custodian. Settlement and
payment for Securities received for an Account and delivery of
Securities out of such Account will be effected in accordance with
the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market
in which the transaction occurs, including, without limitation,
delivering Securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a
receipt with the expectation of receiving later payment for such
Securities from such purchaser or dealer. The Custodian shall not
be liable for any loss which results from effecting transactions
in accordance with the customary or established securities trading
or securities processing practices and procedures in the
applicable jurisdiction or market.
Except as otherwise may be agreed upon by the parties
hereto, the Custodian shall not be required to comply with
Instructions to settle the purchase of any Securities for an
Account unless there is sufficient Cash in such Account at the
time or to settle the sale of any Securities in such Account
unless such Securities are in deliverable form. Notwithstanding
the foregoing, if the purchase price of such securities exceeds
the amount of Cash in an Account at the time of settlement of such
purchase, the Custodian may, in its sole discretion, but in no way
shall have any obligation to, permit an overdraft in such Account
in the amount of the difference solely for the purpose of
facilitating the settlement of such purchase of securities for
prompt delivery for such Account. The Customer agrees to
immediately repay the amount of any such overdraft in the ordinary
course of business and further agrees to indemnify and hold the
Custodian harmless from and against any and all losses, costs,
including, without limitation the cost of funds, and expenses
incurred in connection with such overdraft. The Customer agrees
that it will not use the Account to facilitate the purchase of
securities without sufficient funds in the Account (which funds
shall not include the proceeds of the sale of the purchased
securities).
12. Permitted Transactions. The Customer agrees that it
will cause transactions to be made pursuant to this Agreement only
upon Instructions in accordance with Section 13 and only for the
purposes listed below.
(a) In connection with the purchase or sale of Securities
at prices as confirmed by Instructions.
(b) In exchange for or upon conversion into other
securities alone or other securities and cash pursuant to any plan
or merger, consolidation, reorganization, recapitalization or
readjustment in cases where Section 2(c) requires that an
Instruction be given.
(c) Upon conversion of Securities pursuant to their terms
into other securities.
(d) Upon exercise of subscription, purchase or other
similar rights represented by Securities.
(e) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses.
(f) In connection with any borrowings by the Customer
requiring a pledge of Securities, but only against receipt of
amounts borrowed.
(g) In connection with any loans, but only against receipt
of collateral as specified in Instructions which shall reflect any
restrictions applicable to the Customer.
(h) For the purpose of redeeming shares of the capital
stock of the Customer against delivery of the shares to be
redeemed to the Custodian, a Subcustodian or the Customer's
transfer agent.
(i) For the purpose of redeeming in kind shares of the
Customer against delivery of the shares to be redeemed to the
Custodian, a Subcustodian or the Customer's transfer agent.
(j) For delivery in accordance with the provisions of any
agreement among the Customer, on behalf of a Portfolio, the
Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc., or a futures commission merchant,
relating to compliance with the rules of The Options Clearing
Corporation, the Commodities Futures Trading Commission and of any
registered national securities exchange, or U.S. commodities
exchange or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Customer.
(k) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities
shall be released only upon payment to the Custodian of monies for
the premium due and a receipt for the Securities which are to be
held in escrow. Upon exercise of the option, or at expiration,
the Custodian will receive the Securities previously deposited
from broker. The Custodian will act strictly in accordance with
Instructions in the delivery of Securities to be held in escrow
and will have no responsibility or liability for any such
Securities which are not returned promptly when due other than to
make proper request for such return.
(l) For spot or forward foreign exchange transactions to
facilitate security trading or receipt of income from Securities
related transactions.
(m) Upon the termination of this Agreement as set forth in
Section 17.
(n) For other proper purposes.
The Customer agrees that the Custodian shall have no
obligation to verify the purpose for which a transaction is being
effected.
13. Instructions. The term "Instructions" means
instructions from the Customer in respect of any of the
Custodian's duties hereunder which have been received by the
Custodian at its address set forth in Section 21 below (i) in
writing (including, without limitation, facsimile transmission) or
by tested telex signed or given by such one or more person or
persons as the Customer shall have from time to time authorized in
writing to give the particular class of Instructions in question
and whose name and (if applicable) signature and office address
have been filed with the Custodian, or (ii) which have been
transmitted electronically through an electronic on-line service
and communications system offered by the Custodian or other
electronic instruction system acceptable to the Custodian, or
(iii) a telephonic or oral communication by one or more persons as
the Customer shall have from time to time authorized to give the
particular class of Instructions in question and whose name has
been filed with the Custodian; or (iv) upon receipt of such other
form of instructions as the Customer may from time to time
authorize in writing and which the Custodian has agreed in writing
to accept. Instructions in the form of oral communications shall
be confirmed by the Customer by tested telex or writing in the
manner set forth in clause (i) above, but the lack of such
confirmation shall in no way affect any action taken by the
Custodian in reliance upon such oral instructions prior to the
Custodian's receipt of such confirmation. Instructions may relate
to specific transactions or to types or classes of transactions,
and may be in the form of standing instructions.
The Custodian shall have the right to assume in the absence
of notice to the contrary from the Customer that any person whose
name is on file with the Custodian pursuant to this Section has
been authorized by the Customer to give the Instructions in
question and that such authorization has not been revoked. The
Custodian may act upon and conclusively rely on, without any
liability to the Customer or any other person or entity for any
losses resulting therefrom, any Instructions reasonably believed
by it to be genuine and furnished by the proper person or persons
as provided above.
14. Standard of Care. The Custodian shall be responsible
for the performance of only such duties as are set forth herein.
The Custodian will use reasonable care with respect to the
safekeeping of Property in each Account and, except as otherwise
expressly provided herein, in carrying out its obligations under
this Agreement. So long as and to the extent that it has
exercised reasonable care, the Custodian shall not be responsible
for the title, validity or genuineness of any Property or other
property or evidence of title thereto received by it or delivered
by it pursuant to this Agreement and shall be held harmless in
acting upon, and may conclusively rely on, without liability for
any loss resulting therefrom, any notice, request, consent,
certificate or other instrument reasonably believed by it to be
genuine and to be signed or furnished by the proper party or
parties, including, without limitation, Instructions, and shall be
indemnified by the Customer for any losses, damages, costs and
expenses (including, without limitation, the reasonable fees and
expenses of counsel) incurred by the Custodian and arising out of
action taken or omitted with reasonable care by the Custodian
hereunder. The Custodian shall be liable to the Customer for any
act or omission to act of any Subcustodian, to the same extent as
if the Custodian committed such act itself. With respect to a
Securities System, the Custodian shall only be responsible or
liable for losses arising from employment of such Securities
System caused by the Custodian's own failure to exercise
reasonable care. In the event of any loss to the Customer by
reason of the failure of the Custodian or a Subcustodian to
utilize reasonable care, the Custodian shall be liable to the
Customer to the extent of the Customer's actual damages at the
time such loss was discovered without reference to any special
conditions or circumstances. In no event shall the Custodian be
liable for any consequential or special damages. The Custodian
shall be entitled to rely, and may act, on advice of counsel (who
may be counsel for the Customer) on all matters and shall be
without liability for any action reasonably taken or omitted
pursuant to such advice.
In the event the Customer subscribes to an electronic
on-line service and communications system offered by the
Custodian, the Customer shall be fully responsible for the
security of the Customer's connecting terminal, access thereto and
the proper and authorized use thereof and the initiation and
application of continuing effective safeguards with respect
thereto and agree to defend and indemnify the Custodian and hold
the Custodian harmless from and against any and all losses,
damages, costs and expenses (including the reasonable fees and
expenses of counsel) incurred by the Custodian as a result of any
improper or unauthorized use of such terminal by the Customer or
by any others.
All collections of funds or other property paid or
distributed in respect of Securities in an Account, including
funds involved in third-party foreign exchange transactions, shall
be made at the risk of the Customer.
Subject to the exercise of reasonable care, the Custodian
shall have no liability for any loss occasioned by delay in the
actual receipt of notice by the Custodian or by a Subcustodian of
any payment, redemption or other transaction regarding Securities
in each Account in respect of which the Custodian has agreed to
take action as provided in Section 3 hereof. The Custodian shall
not be liable for any loss resulting from, or caused by, or
resulting from acts of governmental authorities (whether de jure
or de facto), including, without limitation, nationalization,
expropriation, and the imposition of currency restrictions;
devaluations of or fluctuations in the value of currencies;
changes in laws and regulations applicable to the banking or
securities industry; market conditions that prevent the orderly
execution of securities transactions or affect the value of
Property; acts of war, terrorism, insurrection or revolution;
strikes or work stoppages; the inability of a local clearing and
settlement system to settle transactions for reasons beyond the
control of the Custodian; hurricane, cyclone, earthquake, volcanic
eruption, nuclear fusion, fission or radioactivity, or other acts
of God; provided, in each case the Custodian or the Subcustodian
has acted with reasonable care.
The Custodian shall have no liability in respect of any
loss, damage or expense suffered by the Customer, insofar as such
loss, damage or expense arises from the performance of the
Custodian's duties hereunder by reason of the Custodian's reliance
upon records that were maintained for the Customer by entities
other than the Custodian prior to the Custodian's employment under
this Agreement.
The provisions of this Section shall survive termination of
this Agreement.
15. Investment Limitations and Legal or Contractual
Restrictions or Regulations. The Custodian shall not be liable to
the Customer and the Customer agrees to indemnify the Custodian
and its nominees, for any loss, damage or expense suffered or
incurred by the Custodian or its nominees arising out of any
violation of any investment restriction or other restriction or
limitation applicable to the Customer or any Portfolio pursuant to
any contract or any law or regulation. The provisions of this
Section shall survive termination of this Agreement.
16. Fees and Expenses. The Customer agrees to pay to the
Custodian such compensation for its services pursuant to this
Agreement as may be mutually agreed upon in writing from time to
time and the Custodian's reasonable out-of-pocket or incidental
expenses in connection with the performance of this Agreement,
including (but without limitation) legal fees as described herein
and/or deemed necessary in the judgment of the Custodian to keep
safe or protect the Property in the Account. The fee schedule is
attached hereto as Exhibit B, as amended from time to time. The
Customer hereby agrees to hold the Custodian harmless from any
liability or loss resulting from any taxes or other governmental
charges, and any expense related thereto, which may be imposed, or
assessed with respect to any Property in an Account and also
agrees to hold the Custodian, its Subcustodians, and their
respective nominees harmless from any liability as a record holder
of Property in such Account. The Custodian is authorized to
charge the applicable Account for such items and the Custodian
shall have a lien on the Property in the applicable Account for
any amount payable to the Custodian under this Agreement,
including but not limited to amounts payable pursuant to the last
paragraph of Section 11 and pursuant to indemnities granted by the
Customer under this Agreement. The provisions of this Section
shall survive the termination of this Agreement.
17. Amendment, Modifications, etc. No provision of this
Agreement may be amended, modified or waived except in a writing
signed by the parties hereto. No waiver of any provision hereto
shall be deemed a continuing waiver unless it is so designated.
No failure or delay on the part of either party in exercising any
power or right under this Agreement operates as a waiver, nor does
any single or partial exercise of any power or right preclude any
other or further exercise thereof or the exercise of any other
power or right.
18. Termination. (a) Termination of Entire Agreement.
This Agreement may be terminated by the Customer of the Custodian
by one hundred and twenty (120) days' written notice to the other;
provided that notice by the Customer shall specify the names of
the persons to whom the Custodian shall deliver the Securities in
each Account and to whom the Cash in such Account shall be paid.
If notice of termination is given by the Custodian, the Customer
shall, within one hundred and twenty (120) days following the
giving of such notice, deliver to the Custodian a written notice
specifying the names of the persons to whom the Custodian shall
deliver the Securities in each Account and to whom the Cash in
such Account shall be paid. In either case, the Custodian will
deliver such Securities and Cash to the persons so specified,
after deducting therefrom any amounts which the Custodian
determines to be owed to it under Sections 11, 16, and 21. In
addition, the Custodian may in its discretion withhold from such
delivery such Cash and Securities as may be necessary to settle
transactions pending at the time of such delivery. The Customer
grants to the Custodian a lien and right of setoff against the
Account and all Property held therein from time to time in the
full amount of the foregoing obligations. If within one hundred
and twenty (120) days following the giving of a notice of
termination by the Custodian, the Custodian does not receive from
the Customer a written notice specifying the names of the persons
to whom the Custodian shall deliver the Securities in each Account
and to whom the Cash in such Account shall be paid, the Custodian,
at its election, may deliver such Securities and pay such Cash to
a bank or trust company doing business in the State of New York to
be held and disposed of pursuant to the provisions of this
Agreement, or may continue to hold such Securities and Cash until
a written notice as aforesaid is delivered to the Custodian,
provided that the Custodian's obligations shall be limited to
safekeeping.
(b) Termination as to One or More Portfolios. This
Agreement may be terminated by the Customer or the Custodian as to
one or more Portfolios (but less than all of the Portfolios) by
delivery of an amended Exhibit A deleting such Portfolios, in
which case termination as to such deleted Portfolios shall take
effect one hundred and twenty (120) days after the date of such
delivery, or such earlier time as mutually agreed. The execution
and delivery of an amended Exhibit A which deletes one or more
Portfolios shall constitute a termination of this Agreement only
with respect to such deleted Portfolios(s), shall be governed by
the preceding provisions of Section 18 as to the identification of
a successor custodian and the delivery of Cash and Securities of
the Portfolios(s) so deleted to such successor custodian, and
shall not affect the obligations of the Custodian and the Customer
hereunder with respect to the other Portfolios set forth in
Exhibit A, as amended from time to time.
19. Notices. Except as otherwise provided in this
Agreement, all requests, demands or other communications between
the parties or notices in connection herewith (a) shall be in
writing, hand delivered or sent by telex, telegram, cable, or
facsimile, if to the Customer, to:
AMBAC Treasurers Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasurer
if to the Custodian, to:
Bankers Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Credit Department
Mail Stop 2211
or in either case to such other address as shall have been
furnished to the receiving party pursuant to the provisions hereof
and (b) shall be deemed effective when received, or, in the case
of a telex, when sent to the proper number and acknowledged by a
proper answerback.
20. Several Obligations of the Portfolios. With respect
to any obligations of the Customer on behalf of each Portfolio and
each of its related Accounts arising out of this Agreement, the
Custodian shall look for payment or satisfaction of any obligation
solely to the assets and property of the Portfolio and such
Accounts to which such obligation relates as though the Customer
had separately contracted with the Custodian by separate written
instrument with respect to each Portfolio and its related
Accounts.
21. Security for Payment. To secure payment of the
obligations of each Portfolio hereunder, the Customer hereby
grants to Custodian with respect to each Portfolio a continuing
security interest in and right of setoff against the Account of
such Portfolio and all Property held therein from time to time in
the full amount of such Portfolio's obligations. Should the
Customer fail to pay promptly any amounts owed hereunder with
respect to a Portfolio, Custodian shall be entitled to use
available Cash in the applicable Account, and to dispose of
Securities in the applicable Account as is necessary. In any such
case and without limiting the foregoing, Custodian shall be
entitled to take such other action(s) or exercise such other
options, powers and rights as Custodian now or hereafter has as a
secured creditor under the New York Uniform Commercial Code or any
other applicable law.
22. Representations and Warranties.
(a) The Customer hereby represents and warrants to the
Custodian that:
(i) the employment of the Custodian and the
allocation of fees, expenses and other charges to any Account as
herein provided, is not prohibited by law or any governing
documents or contracts to which the Customer is subject;
(ii) the terms of this Agreement do not violate any
obligation by which the Customer is bound, whether arising by
contract, operation of law or otherwise;
(iii) this Agreement has been duly authorized by
appropriate action and when executed and delivered will be binding
upon the Customer and each Portfolio in accordance with its terms;
and
(iv) the Customer will deliver to the Custodian such
evidence of such authorization as the Custodian may reasonably
require, whether by way of a certified resolution or otherwise.
(b) The Custodian hereby represents and warrants to the
Customer that:
(i) the terms of this Agreement do not violate any
obligation by which the Custodian is bound, whether arising by
contract, operation of law or otherwise;
(ii) this Agreement has been duly authorized by
appropriate action and when executed and delivered will be binding
upon the Custodian in accordance with its terms;
(iii) the Custodian will deliver to the Customer such
evidence of such authorization as the Customer may reasonably
require, whether by way of a certified resolution or otherwise;
and
(iv) Custodian is qualified as a custodian under
Section 26(a) of the 1940 Act and warrants that it will remain so
qualified or upon ceasing to be so qualified shall promptly notify
the Customer in writing.
23. Governing Law and Successors and Assigns. This
Agreement shall be governed by the law of the State of New York
and shall not be assignable by either party, but shall bind the
successors in interest of the Customer and the Custodian.
24. Publicity. Customer shall furnish to Custodian at its
office referred to in Section 19 above, prior to any distribution
thereof, copies of any material (other than those which solely
refer to the Custodian as the Portfolios' custodian) prepared for
distribution to any persons who are not parties hereto that refer
in any way to the Custodian. Customer shall not distribute or
permit the distribution of such materials if Custodian reasonably
objects in writing within ten (10) business days of receipt
thereof (or such other time as may be mutually agreed) after
receipt thereof. The provisions of this Section shall survive the
termination of this Agreement.
25. Representative Capacity and Binding Obligation. A
copy of the Certificate of Trust of the Customer is on file with
The Secretary of the State of Delaware, and notice is hereby given
that this Agreement is not executed on behalf of the Trustees of
the Customer as individuals, and the obligations of this Agreement
are not binding upon any of the Trustees, officers or shareholders
of the Customer individually but are binding only upon the assets
and property of the Portfolios.
The Custodian agrees that no shareholder, trustee or officer
of the Customer may be held personally liable or responsible for
any obligations of the Customer arising out of this Agreement.
26. Submission to Jurisdiction. Any suit, action or
proceeding arising out of this Agreement may be instituted in any
State or Federal court sitting in the City of ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, and the Customer irrevocably
submits to the non-exclusive jurisdiction of any such court in any
such suit, action or proceeding and waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have
to the laying of venue of any such suit, action or proceeding
brought in such a court and any claim that such suit, action or
proceeding was brought in an inconvenient forum.
27. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
This Agreement shall become effective when one or more
counterparts have been signed and delivered by each of the parties
hereto.
28. Confidentiality. The parties hereto agree that each
shall treat confidentially the terms and conditions of this
Agreement and all information provided by each party to the other
regarding its business and operations. All confidential
information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering services pursuant
to this Agreement and, except as may be required in carrying out
this Agreement, shall not be disclosed to any third party without
the prior consent of such providing party. The foregoing shall
not be applicable to any information that is publicly available
when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required or
requested to be disclosed by any bank or other regulatory examiner
of the Custodian, Customer, or any Subcustodian, any auditor of
the parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation.
29. Severability. If any provision of this Agreement is
determined to be invalid or unenforceable, such determination
shall not affect the validity or enforceability of any other
provision of this Agreement.
30. Headings. The headings of the paragraphs hereof are
included for convenience of reference only and do not form a part
of this Agreement.
AMBAC TREASURERS TRUST
By: /s/ Illegible
Illegible
Title: Illegible
BANKERS TRUST COMPANY
By: /s/ Illegible
Illegible
Title: Illegible
EXHIBIT A
To Custodian Agreement dated as of November 1, 1995 between
Bankers Trust Company and AMBAC Treasurers Trust.
LIST OF PORTFOLIOS
The following is a list of Portfolios referred to in the
first WHEREAS clause of the above-referred to Custodian Agreement.
Terms used herein as defined terms unless otherwise defined shall
have the meanings ascribed to them in the above-referred to
Custodian Agreement.
AMBAC US Treasury Money Market Fund
AMBAC US Government Money Market Fund
AMBAC Short-Term US Government Income Fund
Dated as of: November 1, 1995 AMBAC TREASURERS TRUST
By: /s/ Illegible
Illegible
Title: Illegible
BANKERS TRUST COMPANY
By: /s/ Illegible
Illegible
Title: Illegible
EXHIBIT B
To Custodian Agreement dated as of November 1, 1995 between
Bankers Trust Company and AMBAC Treasurers Trust.
CUSTODY FEE SCHEDULE
AMBAC Treasurers Trust Fee Schedule
Activity Fee
Custody Acc. Maintenance $100.00/Account/Mo.
Purchases/Sales:
FBE $6.00/Trans.
DTC (Book Entry) $4.00/Trans.
PTC (Book Entry) $5.00/Trans.
Physicals $15.00/Trans.
Principal Collections N/C
Interest Collections N/C
Maturities $6.00/Maturity
Repo Set-Up N/C
Repo Maturity N/C
Tri-Party Repo Set-Up $25.00
Tri-Party Repos Maturity N/C
Fed Wires (Receives) $4.50
Fed Wires (Outgoing)
Input 0 - 999/Mo. $4.50
1000-2499/Mo. $3.00
2500-4999/Mo. $2.25
5000+/Mo. $1.75
Payment $2.00
Monthly Position Holdings
FBE $1.00
DTC (Book Entry) $1.00
PTC (Book Entry) $1.00
Physicals $2.00
DDA Account Fees
Maintenance $50.00
Postings $00.50
Balance Reporting $150.00
POL*ARIS Maintenance $200.00
Monthly Min. Custody Fee:** $1,500.00
Overdraft Charges Fed Funds +1%
Reserve Make-Up* ECR
Earnings Credit Rate (ECR) Avg. Mo. 3 Mo. T-▇▇▇▇
Rate as published
in the WSJ.
* Reserve Make-Up only applies if net overdraft charges involve
accounts with different Legal Names and separate Taxpayer Ids.
**Bankers Trust has agreed to waive this fee for the first six
months from the date of contract.
This Exhibit B shall be amended upon delivery by the
Custodian of a new Exhibit B to the Customer and
acceptance thereof by the Customer and shall be effective
as of the date of acceptance by the Customer on a date
agreed upon between the Custodian and the Customer.
Dated as of: November 1, 1995
AMBAC TREASURERS TRUST
By: /s/ Illegible
Illegible
Title: Illegible
BANKERS TRUST COMPANY
By: /s/ Illegible
Illegible
Title: Illegible
-17-
NY-38041.01