CUSTODY AGREEMENT
AGREEMENT dated as of November 12, 2002, between SUMMIT
MUTUAL FUNDS, INC., a corporation organized under the laws of the
State of Maryland, having its principal office and place of
business at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the "Fund"),
and THE NORTHERN TRUST COMPANY (the "Custodian"), an Illinois
company with its principal place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
That for and in consideration of the mutual promises
hereinafter set forth, the Fund and the Custodian agree as
follows:
1. Definitions.
Whenever used in this Agreement or in any Schedules to this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation " shall mean the Articles
of Incorporation of the Fund, including all amendments
thereto.
(b) "Authorized Person" shall be deemed to include the
Chairman of the Board of Directors, the President, and
any Vice President, the Secretary, the Treasurer or any
other person, whether or not any such person is an officer
or employee of the Fund, duly authorized by the Board of
Directors to give Instructions on behalf of the Fund and
listed in the certification annexed hereto as Schedule A
or such other certification as may be received by the
Custodian from time to time pursuant to Section 18(a).
(c) "Board of Directors" shall mean the Board of Directors
or Trustees of the Fund.
(d) "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and
federal agency securities, its successor or successors
and its nominee or nominees.
(e) "Delegate of the Fund" shall mean and include any
entity to whom the Board of Directors of the Fund has
delegated responsibility under Rule 17f-5 of the 1940 Act.
(f) "Depository" shall mean The Depository Trust Company,
a clearing agency registered with the Securities and
Exchange Commission under Section 17(a) of the Securities
Exchange Act of 1934, as amended, its successor or
successors and its nominee or nominees, the use of which
is hereby specifically authorized. The term "Depository"
shall further mean and include any other person named in
an Instruction and approved by the Fund to act as a
depository in the manner required by Rule 17f-4 of the
1940 Act, its successor or successors and its nominee or
nominees.
(g) "Instruction" shall mean written (including tele-
copied, telexed, or electronically transmitted in a form
that can be converted to print) or oral instructions
actually received by the Custodian which the Custodian
reasonably believes were given by an Authorized Person.
An Instruction shall also include any instrument in
writing actually received by the Custodian which the
Custodian reasonably believes to be genuine and to be
signed by any two officers of the Fund, whether or not
such officers are Authorized Persons. Except as other-
wise provided in this Agreement, "Instructions" may
include instructions given on a standing basis.
(h) "1940 Act" shall mean the Investment Company Act of
1940, and the Rules and Regulations thereunder, all as
amended from time to time.
(i) "Portfolio" refers to each of the separate and
distinct investment portfolios of the Fund which the
Fund and the Custodian shall have agreed in writing shall
be subject to this Agreement, as identified in Schedule B
hereto.
(j) "Prospectus" shall include each current prospectus
and statement of additional information of the Fund
with respect to a Portfolio.
(k) "Rule 17f-5" shall mean Rule 17f-5 under the 1940 Act.
(l) "Shares" refers to the shares of the Fund.
(m) "Security" or "Securities" shall be deemed to include
bonds, debentures, notes, stocks, shares, evidences of
indebtedness, and other securities, commodity interests
and investments from time to time owned by the Fund and
held in a Portfolio.
(n) "Sub-Custodian" shall mean and include (i) any branch
of the Custodian, (ii) any "eligible foreign custodian,"
as that term is defined in Rule 17f-5 under the 1940 Act,
approved by the Fund or a Delegate of the Fund in the
manner required by Rule 17f-5, and (iii) any securities
depository or clearing agency, incorporated or organized
under the laws of a country other than the United States,
which securities depository or clearing agency has been
approved by the Fund or a Delegate of the Fund in the
manner required by Rule 17f-5; provided, that the Custodian
or a Sub-Custodian has entered into an agreement with such
securities depository or clearing agency.
(o) "Transfer Agent" shall mean the person which performs
as the transfer agent, dividend disbursing agent and
shareholder servicing agent for the Fund.
2. Appointment of Custodian.
(a) The Fund hereby constitutes and appoints the Custodian
as custodian of all the Securities and moneys owned by or
in the possession of a Portfolio during the period of this
Agreement.
(b) The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
3. Appointment and Removal of Sub-Custodians.
(a) The Custodian may appoint one or more Sub-Custodians
to act as Depository or Depositories or as sub-custodian
or sub-custodians of Securities and moneys at any time
held in any Portfolio, upon the terms and conditions
specified in this Agreement. The Custodian shall oversee
the maintenance by any Sub-Custodian of any Securities or
moneys of any Portfolio.
(b) The Agreement between the Custodian and each Sub-
Custodian described in clause (ii) or (iii) of Section
1(n) and acting hereunder shall contain any provisions
necessary to comply with Rule 17f-5 under the 1940 Act.
(c) Prior to the Custodian's use of any Sub-Custodian
described in clause (ii) or (iii) of Paragraph 1(n), the
Fund or a Delegate of the Fund must approve such Sub-
Custodian in the manner required by Rule 17f-5 and
provide the Custodian with satisfactory evidence of
such approval.
(d) The Custodian shall promptly take such steps as may
be required to remove any Sub-Custodian that has ceased
to be an "eligible foreign custodian" or has otherwise
ceased to meet the requirements under Rule 17f-5. If the
Custodian intends to remove any Sub-Custodian previously
approved by the Fund or a Delegate of the Fund pursuant
to paragraph 3(c), and the Custodian proposes to replace
such Sub-Custodian with a Sub-Custodian that has not yet
been approved by the Fund or a Delegate of the Fund, it
will so notify the Fund or a Delegate of the Fund and
provide it with information reasonably necessary to
determine such proposed Sub-Custodian's eligibility under
Rule 17f-5, including a copy of the proposed agreement
with such Sub-Custodian. The Fund shall at the meeting
of the Board of Directors next following receipt of such
notice and information, or a Delegate of the Fund shall
promptly after receipt of such notice and information,
determine whether to approve the proposed Sub-Custodian
and will promptly thereafter give written notice of the
approval or disapproval of the proposed action.
(e) The Custodian hereby warrants to the Fund that in its
opinion, after due inquiry, the established procedures to
be followed by each Sub-Custodian (that is not a foreign
securities depository or clearing agency) in connection
with the safekeeping of property of a Portfolio pursuant
to this Agreement afford reasonable care for the safe-
keeping of such property based on the standards applicable
in the relevant market.
3A. Delegation of Foreign Custody Management.
(a) The Fund hereby delegates to Custodian the
responsibilities set forth in subparagraph (b) below
of this Section 3A, in accordance with Rule 17f-5 with
respect to foreign custody arrangements for the Fund's
existing and future investment portfolios, except that
the Custodian shall not have such responsibility with
respect to custody arrangements in the countries listed
on Schedule I, attached hereto, as that Schedule may be
amended from time to time by notice to the Fund and the
Custodian't responsibilities pursuant to this Article 3A
are in addition to its other responsibilities hereunder.
For the avoidance of doubt, the Custodian shall not have
any such responsibility under this paragraph with respect
to central depositories or clearing agencies.
(b) With respect to each arrangement with any foreign
custodian regarding the assets of any investment port-
folio of the Fund for which Custodian has responsibility
under this Section 3A (an "Eligible Foreign Custodian"),
Custodian shall:
(i) determine that the Fund's assets will be
subject to reasonable care, based on the standards
applicable to custodians in the relevant market, if
maintained with the Eligible Foreign Custodian, after
considering all factors relevant to the safekeeping
of such assets;
(ii) determine that the written contract with such
Eligible Foreign Custodian governing the foreign
custody arrangements complies with the requirements
of Rule 17f-5 and will provide reasonable care for
the Fund's assets;
(iii) establish a system to monitor the appropriate-
ness of maintaining the Fund's assets with such
Eligible Foreign Custodian and the contract governing
the Fund's foreign custody arrangements;
(iv) provide to the Fund's Board of Directors, at
least annually, written reports notifying the Board
of the placement of the Fund's assets with a particular
Eligible Foreign Custodian and periodic reports of
any material changes to the Fund's foreign custodian
arrangements; and
(v) withdraw the Fund's assets from any Eligible
Foreign Custodian as soon as reasonably practicable,
if the foreign custody arrangement no longer meets
the requirements of Rule 17f-5.
4. Use of Sub-Custodians.
With respect to property of a Portfolio which is maintained
by the Custodian in the custody of a Sub-Custodian pursuant to
Section 3:
(a) The Custodian will identify on its books as belonging
to the particular Portfolio any property held by such Sub-
Custodian.
(b) In the event that a Sub-Custodian permits any of the
Securities placed in its care to be held in an eligible
foreign securities depository, such Sub-Custodian will be
required by its agreement with the Custodian to identify
on its books such Securities as being held for the account
of the Custodian as a custodian for its customers.
(c) Any Securities held by a Sub-Custodian will be subject
only to the instructions of the Custodian or its agents;
and any Securities held in a foreign securities depository
for the account of a Sub-Custodian will be subject only
to the instructions of such Sub-Custodian.
(d) The Custodian will only deposit property of a Port-
folio in an account with a Sub-Custodian which includes
exclusively the assets held by the Custodian for its
customers, and will cause such account to be designated
by such Sub-Custodian as a special custody account for
the exclusive benefit of customers of the Custodian.
(e) Before any Securities are placed in an Eligible
Securities Depository, the Custodian shall provide
the fund's Board of Directors with an analysis of the
custody risks associated with maintaining assets with
the foreign securities depository.
(f) The Custodian or its agent shall monitor the custody
risks associated with maintaining the Securities with an
Eligible Securities Depository on a continuing basisand
shall promptly notify the Fund's Board of Directors of
any material changes in said risks.
5. Compensation.
(a) The Fund will compensate the Custodian for its
services rendered under this Agreement in accordance
with the fees set forth in the Fee Schedule annexed
hereto as Schedule C and incorporated herein. Such
Fee Schedule does not include reasonable out-of-pocket
disbursements of the Custodian for which the Custodian
shall be entitled to ▇▇▇▇ separately; provided that
out-of-pocket disbursements may include only the items
specified in Schedule C.
(b) If the Fund requests that the Custodian act as
Custodian for any Portfolio hereafter established, at
the time the Custodian commences serving as such for
said Portfolio, the compensation for such services shall
be reflected in a fee schedule for that Portfolio, dated
and signed by an officer of each party hereto, which
shall be attached to or otherwise reflected in Schedule C
of this Agreement.
(c) Any compensation agreed to hereunder may be adjusted
from time to time by attaching to Schedule C, or
replacing Schedule C with, a revised Fee Schedule,
dated and signed by an officer of each party hereto.
(d) The Custodian will ▇▇▇▇ the Fund for its services to
each Portfolio hereunder as soon as practicable after
the end of each calendar quarter, and said ▇▇▇▇▇▇▇▇ will
be detailed in accordance with the Fee Schedule for the
Fund. The Fund will promptly pay to the Custodian the
amount of such billing. The Custodian shall have a claim
of payment against the property in each Portfolio for any
compensation or expense amount owing to the Custodian in
connection with such Portfolio from time to time under
this Agreement.
(e) The Custodian (not the Fund) will be responsible for
the payment of the compensation of each Sub-Custodian.
6. Custody of Cash and Securities
(a) Receipt and Holding of Assets. The Fund will deliver
or cause to be delivered to the Custodian and any Sub-
Custodians all Securities and moneys of any Portfolio at
any time during the period of this Agreement and shall
specify the Portfolio to which the Securities and moneys
are to be specifically allocated. The Custodian will
not be responsible for such Securities and moneys until
actually received by it or by a Sub-Custodian. The Fund
may, from time to time in its sole discretion, provide
the Custodian with Instructions as to the manner in which
and in what amounts Securities, and moneys of a Portfolio
are to be held on behalf of such Portfolio in the Book-
Entry System or a Depository. Securities and moneys of
a Portfolio held in the Book-Entry System or a Depository
will be held in accounts which include only assets of
Custodian that are held for its customers.
(b) Accounts and Disbursements. The Custodian shall
establish and maintain a separate account for each Port-
folio and shall credit to the separate account all
moneys received by it or a Sub-Custodian for the account
of such Portfolio and shall disburse, or cause a Sub-
Custodian to disburse, the same only:
1. In payment for Securities purchased for the
Portfolio, as provided in Section 7 hereof;
2. In payment of dividends or distributions with
respect to the Shares of such Portfolio, as provided
in Section 11 hereof;
3. In payment of original issue or other taxes with
respect to the Shares of such Portfolio, as provided
in Section 12(c) hereof;
4. In payment for Shares which have been redeemed
by such Portfolio, as provided in Section 12 hereof;
5. In payment of fees and in reimbursement of the
expenses and liabilities of the Custodian attributable
to the Fund, as provided in Sections 5 and 16(h) hereof;
6. Pursuant to Instructions setting forth the name of
the Portfolio and the name and address of the person
to whom the payment is to be made, the amount to be
paid and the purpose for which payment is to be made.
(c) Fail Float. In the event that any payment made for a
Portfolio under this Section 6 exceeds the funds available
in that Portfolio's account, the Custodian or relevant
Sub-Custodian, as the case may be, may, in its discretion,
advance the Fund on behalf of that Portfolio an amount
equal to such excess and such advance shall be deemed an
overdraft from the Custodian or such Sub-Custodian to
that Portfolio payable on demand, bearing interest at
the rate of interest customarily charged by the Custodian
or such Sub-Custodian on similar overdrafts.
(d) Confirmation and Statements. At least monthly, the
Custodian shall furnish the Fund with a detailed state-
ment of the Securities and moneys held by it and all Sub-
Custodians for each Portfolio. Where securities purchased
for a Portfolio are in a fungible bulk of securities
registered in the name of the Custodian (or its nominee)
or shown on the Custodian's account on the books of a
Depository, the Book-Entry System or a Sub-Custodian,
the Custodian shall maintain such records as are
necessary to enable it to identify the quantity of
those securities held for such Portfolio. In the
absence of the filing in writing with the Custodian by
the Fund of exceptions or objections to any such state-
ment within 60 days after the date that a material
defect is reasonably discoverable, the Fund shall be
deemed to have approved such statement; and in such
case or upon written approval of the Fund of any such
statement the Custodian shall, to the extent permitted
by law and provided the Custodian has met the standard
of care in Section 16 hereof, be released, relieved
and discharged with respect to all matters and things
set forth in such statement as though such statement
had been settled by the decree of a court of competent
jurisdiction in an action in which the Fund and all
persons having any equity interest in the Fund were
parties.
(e) Registration of Securities and Physical Separation.
All Securities held for a Portfolio which are issued or
issuable only in bearer form, except such Securities as
are held in the Book-Entry System, shall be held by the
Custodian or a Sub-Custodian in that form; all other
Securities held for a Portfolio may be registered in the
name of that Portfolio, in the name of any duly appointed
registered nominee of the Custodian or a Sub-Custodian as
the Custodian or such Sub-Custodian may from time to time
determine, or in the name of the Book-Entry System or a
Depository or their successor or successors, or their
nominee or nominees. The Fund reserves the right to
instruct the Custodian as to the method of registration
and safekeeping of the Securities. The Fund agrees to
furnish to the Custodian appropriate instruments to
enable the Custodian or any Sub-Custodian to hold or
deliver in proper form for transfer, or to register in
the name of its registered nominee or in the name of the
Book-Entry System or a Depository, any Securities which
the Custodian of a Sub-Custodian may hold for the
account of a Portfolio and which may from time to time
be registered in the name of a Portfolio. The Custodian
shall hold all such Securities specifically allocated to
a Portfolio which are not held in the Book-Entry System
or a Depository in a separate account for such Portfolio
in the name of such Portfolio physically segregated at all
times from those of any other person or persons.
(f) Segregated Accounts. Upon receipt of an Instruction,
the Custodian will establish segregated accounts on
behalf of a Portfolio to hold liquid or other assets
as it shall be directed by such Instruction and shall
increase or decrease the assets in such segregated
accounts only as it shall be directed by subsequent
Instruction.
(g) Collection of Income and Other Matters Affecting
Securities. Except as otherwise provided in an Instruc-
tion, the Custodian, by itself or through the use of
the Book-Entry System or a Depository with respect to
Securities therein maintained, shall, or shall instruct
the relevant Sub-Custodian to:
1. Collect all income due or payable with respect
to Securities in accordance with this Agreement;
2. Present for payment and collect the amount
payable upon all Securities which may mature or
be called, redeemed or retired, or otherwise become
payable;
3. Surrender Securities in temporary form for
derivative Securities;
4. Execute any necessary declarations or certificates
of ownership under the federal income tax laws or the
laws or regulations of any other taxing authority now
or hereafter in effect; and
5. Hold directly, or through the Book-Entry System
or a Depository with respect to Securities therein
deposited, for the account of each Portfolio all
rights and similar Securities issued with respect
to any Securities held by the Custodian or relevant
Sub-Custodian for each Portfolio.
(h) Delivery of Securities and Evidence of Authority.
Upon receipt of an Instruction, the Custodian, directly
or through the use of the Book-Entry System or a
Depository, shall, or shall instruct the relevant Sub-
Custodian to:
1. Execute and deliver or cause to be executed
and delivered to such persons as may be designated
in such Instructions, proxies, consents, authoriza-
tions, and any other instruments whereby the
authority of the Fund as owner of any Securities
may be exercised;
2. Deliver or cause to be delivered any Securities
held for a Portfolio in exchange for other Securities
or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation,
or the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities
held for a Portfolio to any protective committee,
reorganization committee or other person in connec-
tion with the reorganization, refinancing, merger,
consolidation or recapitalization or sale of assets
of any corporation, and receive and hold under the
terms of this Agreement in the separate account for
each such Portfolio certificates of deposit, interim
receipts or other instruments or documents as may be
issued to it to evidence such delivery;
4. Make or cause to be made such transfers or
exchanges of the assets specifically allocated to
the separate account of a Portfolio and take such
other steps as shall be stated in Written
Instructions to be for the purpose of effectuating
any duly authorized plan of liquidation, reorgani-
zation, merger, consolidation or recapitalization
of the Fund;
5. Deliver Securities upon sale of such Securities
for the account of a Portfolio pursuant to Section 7;
6. Deliver Securities upon the receipt of payment
in connection with any repurchase agreement related
to such Securities entered into on behalf of a
Portfolio;
7. Deliver Securities of a Portfolio to the issuer
thereof or its agent when such Securities are called,
redeemed, retired or otherwise become payable;
provided, however, that in any such case the cash or
other consideration is to be delivered to the Custodian
or Sub-Custodian, as the case may be;
8. Deliver Securities for delivery in connection
with any loans of securities made by a Portfolio but
only against receipt of adequate collateral as agreed
upon from time to time by the Custodian and the Fund
which may be in the form of cash or obligations issued
by the United States Government, its agencies or
instrumentalities;
9. Deliver Securities for delivery as security in
connection with any borrowings by a Portfolio
requiring a pledge of Portfolio assets, but only
against receipt of the amounts borrowed;
10. Deliver Securities to the Transfer Agent or its
designee or to the holders of Shares in connection
with distributions in kind, in satisfaction of
requests by holders of Shares for repurchase or
redemption;
11. Deliver Securities for any other proper business
purpose, but only upon receipt of, in addition to
written Instructions, a copy of a resolution or other
authorization of the Fund certified by the Secretary
of the Fund, 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
business purpose, and naming the person or persons
to whom delivery of such Securities shall be made.
(i) Endorsement and Collection of Checks, Etc. The
Custodian is hereby authorized to endorse and collect
all checks, drafts or other orders for the payment of
money received by the Custodian for the account of a
Portfolio.
(j) Execution of Required Documents. The Custodian is
hereby authorized to execute any and all applications
or other documents required by a regulatory agency or
similar entity as a condition of making investments in
the foreign market under such entity's jurisdiction.
7. Purchase and Sale of Securities.
(a) Promptly after the purchase of Securities, the Fund
or its designee shall deliver to the Custodian an
Instruction specifying with respect to each such purchase:
(1) the name of the Portfolio to which such Securities
are to be specifically allocated; (2) the name of the
issuer and the title of the Securities; (3) the number
of shares or the principal amount purchased and accrued
interest, if any; (4) the date of purchase and settle-
ment; (5) the purchase price per unit; (6) the total
amount payable upon such purchase; and (7) the name of
the person from whom or the broker through whom the
purchase was made, if any. The Custodian or specified
Sub-Custodian shall receive the Securities purchased
by or for a Portfolio and upon receipt thereof (or upon
receipt of advice from a Depository or the Book-Entry
System that the Securities have been transferred to the
Custodian's account) shall pay to the broker or other
person specified by the Fund or its designee out of the
moneys held for the account of such Portfolio the total
amount payable upon such purchase, provided that the
same conforms to the total amount payable as set forth
in such Instruction.
(b) Promptly after the sale of Securities, the Fund or
its designee shall deliver to the Custodian an Instruc-
tion specifying with respect to each such sale: (1) the
name of the Portfolio to which the Securities sold were
specifically allocated; (2) the name of the issuer and
the title of the Securities; (3) the number of shares
or principal amount sold, and accrued interest, if any;
(4) the date of sale; (5) the sale price per unit;
(6) the total amount payable to the Portfolio upon such
sale; and (7) the name of the broker through whom or
the person to whom the sale was made. The Custodian or
relevant Sub-Custodian shall deliver or cause to be
delivered the Securities to the broker or other person
designated by the Fund upon receipt of the total amount
payable to such Portfolio upon such sale, provided that
the same conforms to the total amount payable to such
Portfolio as set forth in such Instruction. Subject to
the foregoing, the Custodian or relevant Sub-Custodian
may accept payment in such form as shall be satisfactory
to it, and may deliver Securities and arrange for pay-
ment in accordance with the customs prevailing among
dealers in Securities.
(c) Notwithstanding (a) and (b) above, cash in any of the
Portfolios may be invested by the Custodian for short term
purposes pursuant to standing Instructions from the Fund.
8. Lending of Securities.
If the Fund and the Custodian enter into a separate written
agreement authorizing the Custodian to lend Securities, the
Custodian may lend Securities pursuant to such agreement. Such
agreement must be approved by the Fund in the manner required by
any applicable law, regulation or administrative pronouncement,
and may provide for the payment of additional reasonable
compensation to the Custodian.
9. Investment in Futures and Options
The Custodian shall pursuant to Instructions (which may be
standing instructions) (i) transfer initial margin to a
safekeeping bank or, with respect to options, broker; (ii) pay or
demand variation margin to or from a designated futures
commission merchant or other broker based on daily marking to
market calculations and in accordance with accepted industry
practices; and (iii) subject to the Custodian's consent, enter
into separate procedural, safekeeping or other agreements with
safekeeping banks, futures commission merchants and other brokers
pursuant to which such banks and, in the case of options,
brokers, will act as custodian for initial margin deposits in
transactions involving futures contracts and options. The
Custodian shall have no custodial or investment responsibility
for any assets transferred to a safekeeping bank, futures
commission merchant or broker pursuant to this paragraph.
10. Provisional Credits and Debits.
(a) The Custodian is authorized, but shall not be
obligated, to credit the account of a Portfolio
provisionally on payable date with interest,
dividends, distributions, redemptions or other amounts
due. Otherwise, such amounts will be credited to the
Portfolio on the date such amounts are actually
received and reconciled to the Portfolio. In cases
where the Custodian has credited a Portfolio with such
amounts prior to actual collection and reconciliation,
the Fund acknowledges that the Custodian shall be
entitled to recover any such credit on demand from the
Fund and further agrees that the Custodian may reverse
such credit if and to the extent that Custodian does not
receive such amounts in the ordinary course of business.
(b) [OPTIONAL PROVISION FOR CLIENTS PARTICIPATING IN
NORTHERN TRUST'S CONTRACTUAL SETTLEMENT SERVICE] If the
Portfolio is maintained as a global custody account it
shall participate in the Custodian's contractual settle-
ment date processing service ("CSDP") unless the
Custodian directs the Fund, or the Fund informs the
Custodian, otherwise. Pursuant to CSDP the Custodian
shall be authorized, but not obligated, to automatically
credit or debit the Portfolio provisionally on contractual
settlement date with cash or securities in connection with
any sale, exchange or purchase of securities. Otherwise,
such cash or securities shall be credited to the Portfolio
on the day such cash or securities are actually received
by the Custodian and reconciled to the Portfolio. In
cases where the Custodian credits or debits the Portfolio
with cash or securities prior to actual receipt and
reconciliation, the Custodian may reverse such credit or
debit as of contractual settlement date if and to the
extent that any securities delivered by the Custodian are
returned by the recipient, or if the related transaction
fails to settle (or fails, due to market change or other
reasons, to settle on terms which provide the Custodian
full reimbursement of any provisional credit the Custodian
has granted) within a period of time judged reasonable by
the Custodian under the circumstances. The Fund agrees
that it will not make any claim or pursue any legal action
against the Custodian for loss or other detriment
allegedly arising or resulting from the Custodian's good
faith determination to effect, not effect or reverse any
provisional credit or debit to the Portfolio.
The Fund acknowledges and agrees that funds debited from
the Portfolio on contractual settlement date including,
without limitation, funds provided for the purchase of
any securities under circumstances where settlement is
delayed or otherwise does not take place in a timely
manner for any reason, shall be held pending actual
settlement of the related purchase transaction in a non-
interest bearing deposit at the Custodian's London
Branch; that such funds shall be available for use in
the Custodian's general operations; and that the
Custodian's maintenance and use of such funds in such
circumstances are, without limitation, in consideration
of the Custodian's providing CSDP.
(c) The Fund recognizes that any decision to effect a
provisional credit or an advancement of the Custodian's
own funds under this agreement will be an accommodation
granted entirely at the Custodian's option and in light
of the particular circumstances, which circumstances may
involve conditions in different countries, markets and
classes of assets at different times. The Fund shall
make the Custodian whole for any loss which it may incur
from granting such accommodations and acknowledges that
the Custodian shall be entitled to recover any relevant
amounts from the Fund on demand. All amounts thus due to
the Custodian shall be paid by the Fund from the account
of the relevant Portfolio unless otherwise paid on a
timely basis and in that connection the Fund acknowledges
that the Custodian has a continuing lien on all assets
of such Portfolio to secure such payments and agrees
that the Custodian may apply or set off against such
amounts any amounts credited by or due from the Custodian
to the Fund. If funds in the Portfolio are insufficient
to make any such payment the Fund shall promptly deliver
to the Custodian the amount of such deficiency in
immediately available funds when and as specified by the
Custodian's written or oral notification to the Fund.
(d) In connection with the Custodian's global custody
service the Fund will maintain deposits at the Custodian's
London Branch. The Fund acknowledges and agrees that such
deposits are payable only in the currency in which an
applicable deposit is denominated; that such deposits are
payable only on the Fund's demand at the Custodian's
London Branch; that such deposits are not payable at any
of the Custodian's offices in the United States; and that
the Custodian will not in any manner directly or
indirectly promise or guarantee any such payment in the
United States.
The Fund further acknowledges and agrees that such
deposits are subject to cross-border risk, and therefore
the Custodian will have no obligation to make payment of
deposits if and to the extent that the Custodian is
prevented from doing so by reason of applicable law or
regulation or any Sovereign Risk event affecting the
London Branch or the currency in which the applicable
deposit is denominated. "Sovereign Risk" for this
purpose means nationalization, expropriation, devaluation,
revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulga-
tion, imposition or enforcement by any such governmental
authority of currency restrictions, exchange controls,
taxes, levies or other charges affecting the property
rights of persons who are not residents of the affected
jurisdiction; or acts of war, terrorism, insurrection or
revolution; or any other act or event beyond the
Custodian's control.
THE FUND ACKNOWLEDGES AND AGREES THAT DEPOSIT ACCOUNTS
MAINTAINED AT FOREIGN BRANCHES OF UNITED STATES BANKS
(INCLUDING, IF APPLICABLE, ACCOUNTS IN WHICH CUSTOMER
FUNDS FOR THE PURCHASE OF SECURITIES ARE HELD ON AND
AFTER CONTRACTUAL SETTLEMENT DATE), ARE NOT INSURED BY
THE U.S. FEDERAL DEPOSIT INSURANCE ORPORATION; MAY NOT
BE GUARANTEED BY ANY LOCAL OR FOREIGN GOVERNMENTAL
AUTHORITY; ARE UNSECURED; AND IN A LIQUIDATION MAY BE
SUBORDINATED IN PRIORITY OF PAYMENT TO DOMESTIC (U.S.-
DOMICILED) DEPOSITS. THEREFORE, BENEFICIAL OWNERS OF
SUCH FOREIGN BRANCH DEPOSITS MAY BE UNSECURED CREDITORS
OF THE NORTHERN TRUST COMPANY.
Deposit account balances that are owned by United States
residents are expected to be maintained in an aggregate
amount of at least $100,000 or the equivalent in other
currencies.
11. Payment of Dividends or Distributions.
(a) In the event that the Board of Directors of the Fund
(or a committee thereof) authorizes the declaration of
dividends or distributions with respect to a Portfolio,
an Authorized Person shall provide the Custodian with
Instructions specifying the record date, the date of
payment of such distribution and the total amount payable
to the Transfer Agent or its designee on such payment date.
(b) Upon the payment date specified in such Instructions,
the Custodian shall pay the total amount payable to the
Transfer Agent or its designee out of the moneys
specifically allocated to and held for the account of
the appropriate Portfolio.
12. Sale and Redemption of Shares.
(a) Whenever the Fund shall sell any Shares, the Fund
shall deliver or cause to be delivered to the Custodian
an Instruction specifying the name of the Portfolio
whose Shares were sold and the amount to be received
by the Custodian for the sale of such Shares.
(b) Upon receipt of such amount from the Transfer Agent
or its designee, the Custodian shall credit such money
to the separate account of the Portfolio specified in
the Instruction described in paragraph (a) above.
(c) Upon issuance of any Shares in accordance with the
foregoing provisions of this Section 12, the Custodian
shall pay all original issue or other taxes required to
be paid in connection with such issuance upon the receipt
of an Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares are
redeemed, the Fund shall deliver or cause to be delivered
to the Custodian an Instruction specifying the name of the
Portfolio whose Shares were redeemed and the total amount
to be paid for the Shares redeemed.
(e) Upon receipt of an Instruction described in paragraph
(d) above, the Custodian shall pay to the Transfer Agent
(or such other person as the Transfer Agent directs) the
total amount specified in such Instruction. Such payment
shall be made from the separate account of the Portfolio
specified in such Instruction.
13. Indebtedness.
(a) The Fund or its designee will cause to be delivered
to the Custodian by any bank (excluding the Custodian)
from which the Fund borrows money, using Securities as
collateral, a notice or undertaking in the form currently
employed by any such bank setting forth the amount which
such bank will loan to the Fund against delivery of a
stated amount of collateral. The Fund shall promptly
deliver to the Custodian an Instruction stating with
respect to each such borrowing: (1) the name of the
Portfolio for which the borrowing is to be made; (2) the
name of the bank; (3) the amount and terms of the
borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by
the Fund, or other loan agreement; (4) the time and date,
if known, on which the loan is to be entered into (the
"borrowing date"); (5) the date on which the loan becomes
due and payable; (6) the total amount payable to the Fund
for the separate account of the Portfolio on the
borrowing date; (7) the market value of Securities to be
delivered as collateral for such loan, including the name
of the issuer, the title and the number of shares or the
principal amount of any particular Securities; (8) whether
the Custodian is to deliver such collateral through the
Book-Entry System or a Depository; and (9) a statement
that such loan is in conformance with the 1940 Act and the
Prospectus.
(b) Upon receipt of the Instruction referred to in para-
graph (a) above, the Custodian shall deliver on the
borrowing date the specified collateral and the executed
promissory note, if any, against delivery by the lending
bank of the total amount of the loan payable, provided
that the same conforms to the total amount payable as
set forth in the Instruction. The Custodian may, at
the option of the lending bank, keep such collateral in
its possession, but such collateral shall be subject to
all rights therein given the lending bank by virtue of
any promissory note or loan agreement. The Custodian
shall deliver as additional collateral in the manner
directed by the Fund from time to time such Securities
specifically allocated to such Portfolio as may be
specified in the Instruction to collateralize further
any transaction described in this Section 13. The Fund
shall cause all Securities released from collateral
status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such
return of collateral as may be tendered to it. In the
event that the Fund fails to specify in such Instruction
all of the information required by this Section 13, the
Custodian shall not be under any obligation to deliver
any Securities. Collateral returned to the Custodian
shall be held hereunder as it was prior to being used
as collateral.
14. Corporate Action.
Whenever the Custodian or any Sub-Custodian receives
information concerning Securities held for a Portfolio which
requires discretionary action by the beneficial owner of the
Securities (other than a proxy), such as subscription rights,
bond issues, stock repurchase plans and rights offerings, or
legal notices or other material intended to be transmitted to
Securities holders ("Corporate Actions"), the Custodian will give
the Fund or its designee notice of such Corporate Actions to the
extent that the Custodian's central corporate actions department
has actual knowledge of a Corporate Action in time to notify the
Fund.
When a rights entitlement or a fractional interest resulting
from a rights issue, stock dividend, stock split or similar
Corporate Action which bears an expiration date is received, the
Custodian will endeavor to obtain an Instruction relating to such
Corporate Action from an Authorized Person, but if such
Instruction is not received in time for the Custodian to take
timely action, or actual notice of such Corporate Action was
received too late to seek such an Instruction, the Custodian is
authorized to sell, or cause a Sub-Custodian to sell, such rights
entitlement or fractional interest and to credit the applicable
account with the proceeds and to take any other action it deems,
in good faith, to be appropriate, in which case, provided it has
met the standard of care in Section 16 hereof, it shall be held
harmless by the particular Portfolio involved for any such
action.
The Custodian will deliver proxies to the Fund or its designated
agent pursuant to special arrangements which may have been agreed
to in writing between the parties hereto. Such proxies shall be
executed in the appropriate nominee name relating to Securities
registered in the name of such nominee but without indicating the
manner in which such proxies are to be voted; and where bearer
Securities are involved, proxies will be delivered in accordance
with an applicable Instruction, if any.
15. Persons Having Access to the Portfolios.
(a) Neither the Fund nor any officer, director, employee
or agent of the Fund, the Fund's investment adviser, or
any sub-investment adviser, shall have physical access
to the assets of any Portfolio held by the Custodian or
any Sub-Custodian or be authorized or permitted to with-
draw any investments of a Portfolio, nor shall the
Custodian or any Sub-Custodian deliver any assets of a
Portfolio to any such person. No officer, director,
employee or agent of the Custodian who holds any similar
position with the Fund's investment adviser, with any
sub-investment adviser of the Fund or with the Fund shall
have access to the assets of any Portfolio.
(b) Nothing in this Section 15 shall prohibit any
Authorized Person from giving Instructions to the
Custodian so long as such Instructions do not result
in delivery of or access to assets of a Portfolio
prohibited by paragraph (a) of this Section 15.
(c) The Custodian represents that it maintains a system
that is reasonably designed to prevent unauthorized
persons from having access to the assets that it holds
(by any means) for its customers.
16. Concerning the Custodian.
(a) Scope of Services. The Custodian shall be obligated
to perform only such services as are set forth in this
Agreement or expressly contained in an Instruction given
to the Custodian which is not contrary to the provisions
of this Agreement.
(b) Standard of Care.
1. The Custodian will use reasonable care with respect
to its obligations under this Agreement and the
safekeeping of property of the Portfolios. The
Custodian shall be liable to, and shall indemnify
and hold harmless the Fund from and against any loss,
cost, taxes, charges, assessments, claims, and
liabilities (including, without limitation,
liabilities arising under the Securities Act of 1933,
the Securities Exchange Act of 1934 and the 1940 Act
and state or foreign securities laws) and expenses
(including reasonable attorneys fees and disburse-
ments) arising directly as the result of the failure
of the Custodian or a Sub-Custodian (other than a
foreign securities depository or clearing agency) to
exercise reasonable care with respect to their
respective obligations under this Agreement and the
safekeeping of such property. The determination of
whether the Custodian or Sub-Custodian has exercised
reasonable care in connection with their obligations
under this Agreement shall be made in light of
prevailing standards applicable to professional
custodians in the jurisdiction in which such custodial
services are performed. In the event of any loss to
the Fund by reason of the failure of the Custodian
or a Sub-Custodian (other than a foreign securities
depository or clearing agency) to exercise reasonable
care, the Custodian shall be liable to the Fund only
to the extent of the Fund's direct damages and
expenses, which damages, for purposes of property
only, shall be determined based on the market value
of the property which is the subject of the loss at
the date of discovery of such loss and without
reference to any special condition or circumstances.
2. The Custodian will not be responsible for any act,
omission, or default of, or for the solvency of, any
foreign securities depository or clearing agency
approved by the Board of Directors or a Delegate of
the Fund pursuant to Section (1)(n) or Section 3 hereof.
3. The Custodian will not be responsible for any act,
omission, or default of, or for the solvency of, any
broker or agent (not referred to in paragraph (b)(2)
above) which it or a Sub-Custodian appoints and uses
unless such appointment and use is made or done
negligently or in bad faith. In the event such an
appointment and use is made or done negligently or
in bad faith, the Custodian shall be liable to the
Fund only for direct damages and expenses (determined
in the manner described in paragraph (b)(1) above)
resulting from such appointment and use and, in the
case of any loss due to an act, omission or default
of such agent or broker, only to the extent that such
loss occurs as a result of the failure of the agent
or broker to exercise reasonable care ("reasonable
care" for this purpose to be determined in light of
the prevailing standards applicable to agents or
brokers, as appropriate, in the jurisdiction where
the services are performed).
4. The Custodian shall be entitled to rely, and may
act, upon the advice of counsel (who may be counsel
for the Fund) on all matters and shall be without
liability for any action reasonably taken or omitted
in good faith and without negligence pursuant to such
advice.
5. The Custodian shall be entitled to rely upon any
Instruction it receives pursuant to the applicable
Sections of this Agreement that it reasonably
believes to be genuine and to be from an Authorized
Person. In the event that the Custodian receives
oral Instructions, the Fund or its designee shall
cause to be delivered to the Custodian, by the close
of business on the same day that such oral
Instructions were given to the Custodian, written
Instructions confirming such oral Instructions,
whether by hand delivery, telex or otherwise. The
Fund agrees that the fact that no such confirming
written Instructions are received by the Custodian
shall in no way affect the validity of the trans-
actions or enforceability of the transactions hereby
authorized by the Fund. The Fund agrees that the
Custodian shall incur no liability to the Fund in
connection with (i) acting upon oral Instructions
given to the Custodian hereunder, provided such
instructions reasonably appear to have been received
from an Authorized Person or (ii) deciding not to
act solely upon oral Instructions, provided that the
Custodian first contacts the giver of such oral
Instructions and requests written confirmation
immediately following any such decision not to act.
6. The Custodian shall supply the Fund or its designee
with such daily information regarding the cash and
Securities positions and activity of each Portfolio
as the Custodian and the Fund or its designee shall
from time to time agree. It is understood that such
information will not be audited by the Custodian and
the Custodian represents that such information will
be the best information then available to the
Custodian. The Custodian shall have no responsibility
whatsoever for the pricing of Securities, accruing
for income, valuing the effect of Corporate Actions,
or for the failure of the Fund or its designee to
reconcile differences between the information
supplied by the Custodian and information obtained
by the Fund or its designee from other sources,
including but not limited to pricing vendors and
the Fund's investment adviser. Subject to the
foregoing, to the extent that any miscalculation by
the Fund or its designee of a Portfolio's net asset
value is attributable to the willful misfeasance,
bad faith or negligence of the Custodian (including
any Sub-Custodian other than a foreign securities
depository or clearing agency) in supplying or
omitting to supply the Fund or its designee with
information as aforesaid, the Custodian shall be
liable to the Fund for any resulting loss (subject
to such de minimis rule of change in value as the
Board of Directors may from time to time adopt).
(c) Limit of Duties. Without limiting the generality
of the foregoing, the Custodian shall be under no duty
or obligation to inquire into, and shall not be liable
for:
1. The validity of the issue of any Securities
purchased by any Portfolio, the legality of the
purchase thereof, or the propriety of the amount
specified by the Fund or its designee for payment
therefor;
2. The legality of the sale of any Securities by
any Portfolio or the propriety of the amount of
consideration for which the same are sold;
3. The legality of the issue or sale of any Shares,
or the sufficiency of the amount to be received
therefor;
4. The legality of the redemption of any Shares,
or the propriety of the amount to be paid therefor;
5. The legality of the declaration or payment of
any dividend or distribution by the Fund; or
6. The legality of any borrowing.
(d) The Custodian need not maintain any insurance for
the exclusive benefit of the Fund, but hereby warrants
that as of the date of this Agreement it is maintaining
a bankers Blanket Bond and hereby agrees to notify the
Fund in the event that such bond is canceled or other-
wise lapses.
(e) Consistent with and without limiting the language
contained in Section 16(a), it is specifically
acknowledged that the Custodian shall have no duty
or responsibility to:
1. Question any Instruction or make any suggestions
to the Fund or an Authorized Person regarding any
Instruction;
2. Supervise or make recommendations with respect
to investments or the retention of Securities;
3. Subject to Section 16(b)(3) hereof, evaluate or
report to the Fund or an Authorized Person regarding
the financial condition of any broker, agent or
other party to which Securities are delivered or
payments are made pursuant to this Agreement; or
4. Review or reconcile trade confirmations received
from brokers.
(f) Amounts Due from or to Transfer Agent. The Custodian
shall not be under any duty or obligation to take action
to effect collection of any amount due to any Portfolio
from the Transfer Agent or its designee nor to take any
action to effect payment or distribution by the Transfer
Agent or its designee of any amount paid by the Custodian
to the Transfer Agent in accordance with this Agreement.
(g) No Duty to Ascertain Authority. The Custodian shall
not be under any duty or obligation to ascertain whether
any Securities at any time delivered to or held by it
for the Fund and specifically allocated to a Portfolio
are such as may properly be held by the Fund under the
provisions of the Articles of Incorporation and the
Prospectus.
(h) Indemnification. The Fund agrees to indemnify and
hold the Custodian harmless from all loss, cost, taxes,
charges, assessments, claims, and liabilities (including,
without limitation, liabilities arising under the
Securities Act of 1933, the Securities Exchange Act of
1934 and the 1940 Act and state or foreign securities
laws) and expenses (including reasonable attorneys fees
and disbursements) arising directly or indirectly from
any action taken or omitted by the Custodian (i) at the
request or on the direction of or in reliance on the
advice of the Fund or in reasonable reliance upon the
Prospectus or (ii) upon an Instruction; provided, that
the foregoing indemnity shall not apply to any loss,
cost, tax, charge, assessment, claim, liability or
expense to the extent the same is attributable to the
Custodian's or any Sub-Custodian's (other than a foreign
securities depository or clearing agency) negligence,
willful misconduct, bad faith or reckless disregard of
duties and obligations under this Agreement or any other
agreement relating to the custody of Fund property.
(i) The Fund agrees to hold the Custodian harmless from
any liability or loss resulting from the imposition or
assessment of any taxes or other governmental charges on
a Portfolio.
(j) Without limiting the foregoing, the Custodian shall
not be liable for any loss which results from:
1. the general risk of investing;
2. subject to Section 16(b) hereof, investing or
holding property in a particular country including,
but not limited to, losses resulting from
nationalization, expropriation or other governmental
actions; regulation of the banking or securities
industry; currency restrictions, devaluations or
fluctuations; and market conditions which prevent
the orderly execution of securities transactions or
affect the value of property held pursuant to this
Agreement; or
3. consequential, special or punitive damages for
any act or failure to act under any provision of
this Agreement, even if advised of the possibility
thereof.
(k) Force Majeure. No party shall be liable to the
other for any delay in performance, or non- performance,
of any obligation hereunder to the extent that the same
is due to forces beyond its reasonable control, including
but not limited to delays, errors or interruptions caused
by the other party or third parties, any industrial,
juridical, governmental, civil or military action, acts
of terrorism, insurrection or revolution, nuclear fusion,
fission or radiation, failure or fluctuation in electrical
power, heat, light, air conditioning or telecommunications
equipment, or acts of God.
(1) Inspection of Books and Records. The Custodian
shall create and maintain all records relating to its
activities and obligations under this Agreement in
such manner as will meet the obligations of the Fund
under the 1940 Act, with particular attention to
Section 31 thereof and Rules 31a-1 and 31a-2 there-
under, and under applicable federal and state laws.
All such records shall be the property of the Fund
and shall at all times during regular business hours
of the Custodian be open for inspection by duly
authorized officers, employees and agents of the
Fund and by the appropriate employees of the
Securities and Exchange Commission. The Custodian
shall, at the Fund's request, supply the Fund with
a tabulation of Securities and shall, when requested
to do so by the Fund and for such compensation as
shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such
tabulations.
(m) Accounting Control Reports. The Custodian shall
provide the Fund with any report obtained by the
Custodian on the system of internal accounting control
of the Book-Entry System, each Depository, and each
Sub-Custodian and with an annual report on its own
systems of internal accounting control.
17. Term and Termination.
(a) This Agreement shall become effective on the date
first set forth above (the "Effective Date") and shall
continue in effect thereafter until terminated in
accordance with Section 17(b).
(b) Either of the parties hereto may terminate this
Agreement with respect to any Portfolio by giving to
the other party a notice in writing specifying the date
of such termination, which, in case the Fund is the
terminating party, shall be not less than 60 days after
the date of Custodian receives such notice or, in case
the Custodian is the terminating party, shall be not
less than 90 days after the date the Fund receives such
notice. In the event such notice is given by the Fund,
it shall be accompanied by a certified resolution of
the Board of Directors, electing to terminate this Agree-
ment with respect to any Portfolio and designating a
successor custodian or custodians.
In the event such notice is given by the Custodian, the
Fund shall, on or before the termination date, deliver
to the Custodian a certified resolution of the Board of
Directors, designating a successor custodian or custodians.
In the absence of such designation by the Fund, the
Custodian may designate a successor custodian, which
shall be a person qualified to so act under the ▇▇▇▇ ▇▇▇.
If the Fund fails to designate a successor custodian with
respect to any Portfolio, the Fund shall upon the date
specified in the notice of termination of this Agreement
and upon the delivery by the Custodian of all Securities
(other than Securities held in the Book-Entry System
which cannot be delivered to the Fund) and moneys of such
Portfolio, be deemed to be its own custodian and the
Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than
the duty with respect to Securities held in the Book-
Entry System which cannot be delivered to the Fund.
(c) Upon the date set forth in such notice under
paragraph (b) of this Section 17, this Agreement shall
terminate to the extent specified in such notice, and
the Custodian shall upon receipt of a notice of acceptance
by the successor custodian on that date deliver directly
to the successor custodian all Securities and moneys then
held by the Custodian and specifically allocated to the
Portfolio or Portfolios specified, after deducting all
fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled with
respect to such Portfolio or Portfolios.
18. Miscellaneous.
(a) Annexed hereto as Schedule A is a certification
signed by two of the present officers of the Fund
setting forth the names of the present Authorized
Persons. The Fund agrees to furnish to the Custodian
a new certification in similar form in the event that
any such present Authorized Person ceases to be such
an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed.
Until such new certification is received by the
Custodian, the Custodian shall be fully protected in
acting under the provisions of this Agreement upon
Instructions which Custodian reasonably believes were
given by an Authorized Person, as identified in the
last delivered certification. Unless such certification
specifically limits the authority of an Authorized Person
to specific matters or requires that the approval of
another Authorized Person is required, Custodian shall
be under no duty to inquire into the right of such
person, acting alone, to give any instructions whatso-
ever under this Agreement.
(b) Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to
the Custodian and mailed or delivered to it at its
offices at its address stated on the first page hereof
or at such other place as the Custodian may from time
to time designate in writing.
(c) Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund,
shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its offices at its address
shown on the first page hereof or at such other place as
the Fund may from time to time designate in writing.
(d) Except as expressly provided herein, Agreement may
not be amended or modified in any manner except by a
written agreement executed by both parties with the
same formality as this Agreement.
(e) This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors
and assigns; provided, however, that this Agreement shall
not be assignable by the Fund without the written consent
of the Custodian, or by the Custodian without the written
consent of the Fund, and any attempted assignment without
such written consent shall be null and void.
(f) This Agreement shall be construed in accordance with
the laws of the State of Illinois.
(g) The captions of the Agreement are included for
convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(h) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original, but such counterparts shall, together,
constitute only one instrument.
(i) The Fund and the Custodian agree that the
obligations of the Fund under this Agreement are
binding only upon the assets and property of the Fund
or of the appropriate Portfolio(s) thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective representatives duly
authorized as of the day and year first above written.
SUMMIT MUTUAL FUNDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Controller & Treasurer
The undersigned, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, does hereby certify that
he/she is the duly elected, qualified and acting Secretary of
Summit Mutual Funds, Inc. (the "Fund") and further certifies that
the person whose signature appears above is a duly elected,
qualified and acting officer of the Fund with full power and
authority to execute this Custody Agreement on behalf of the Fund
and to take such other actions and execute such other documents
as may be necessary to effectuate this Agreement.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Secretary
Summit Mutual Funds, Inc.
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SCHEDULE I
(Countries for which Custodian shall not have responsibility
under Section 3A for managing foreign custody arrangements)
Russia
Lithuania
Romania
Croatia
Nigeria
Palestinian Autonomous Area
Ukraine
Vietnam
25
Document #c2014 (njb1/28791 Legal LAN)
Revised 8/6/97