MASTER CUSTODY AGREEMENT
The initial term of this Agreement shall be for a one (1) year period commencing July 1, 1999 and ending June 30, 2000. The term of this Agreement may be extended successive contract years as provided in paragraph 7.2 of this Agreement. I.
RECITALS 1.1 Definitions (a) "Account" means the custodian accounts established hereunder on behalf of the Plans, collectively referred to herein but maintained for the Plans as two separate and distinct accounts, one each for (Plan names) and where appropriate, any sub-accounts maintained separately for each Investment Manager. (b) "Agent" means a sub-custodian designated by (Bank name) and approved by the Board which is (i) a bank or trust company organized under the laws of the United States of America or any State thereof; (ii) with respect to foreign securities, a foreign entity which is legally qualified to accept custody of securities under the law of, and is supervised or regulated by a governmental agency or regulatory authority in, the foreign jurisdiction having authority over it; and (iii) the officers, employees and nominees of (Bank name) or of the entity described in (i) and (ii) of this paragraph. (c) "Authorized Person" means any person or entity, jointly or severally authorized in a writing delivered to (Bank name) or an Agent to act on behalf of the Board or the Plans, or an Investment Manager, with respect to any action required or permitted to be taken under this Agreement. (d) " (Bank name)" means The (Bank name) Trust Company, a bank organized under the laws of the state of ____________. (e) "Board" means the ________________________Retirement System Board of Trustees, a statutory public body created at (statutory citation) et seq., as amended, to administer and manage certain retirement Plans for state and other governmental employees. (f) "Clearing Corporation" means a corporation as defined in Section 8-102(3) of the Uniform Commercial Code which is organized for the purpose of effecting transactions in securities by computerized book entry. With respect to securities issued by institutions organized or existing under the laws of a foreign country or securities used to meet the deposit requirements pursuant to the laws of a foreign country as a condition of doing business therein, it may also mean a corporation or other entity organized or existing under the laws of any foreign country which is (i) legally qualified under such laws to effect transactions in securities by computerized book entry; (ii) a clearing agency or a securities depository; and (iii) supervised or regulated by a governmental agency or regulatory authority in the foreign jurisdiction having authority over such depository or clearing agency. (g) "Federal Reserve Book-Entry System" means the computerized system sponsored by the United States Department of the Treasury and certain other agencies and instrumentalities of the United States of America for holding and transferring securities of the United States government and its agencies and instrumentalities, respectively, in Federal Reserve Banks, through banks which are members of the Federal Reserve System or which otherwise have access to such computerized systems. (h) "Guidelines" means the Investment Policy and Guidelines established and adopted by the Board, as those may be amended from time to time. (i) "Instructions" means written and manually signed instructions of any Authorized Person. Instructions shall also include Instructions Received By Any Other Means, including but not limited to oral instructions, or instructions received by computer, electronic instruction system or telecommunications terminals, such as telex, TWXS, facsimile transmission or bank wire, provided that the parties hereto shall have agreed in a manually signed writing to the form, the means of transmission and the means of identification of such Instructions. (j) "Investment Manager" means a bank, insurance company or registered investment advisor appointed by the Board which has the power to acquire and dispose of the Property with respect to such portions of the Account as designated to (Bank name) in the Instructions of the Board. (k) "Plans" means the _____________________ Retirement System, or _____________, and the _____________________ Retirement System, or _____________, qualified governmental defined benefit plans as described in Section 401 of the Internal Revenue Code of 1986, as amended. (l) "Property" means cash, coin, bonds and coupons appurtenant thereto, if any, common stocks, preferred stocks, options, warrants, rights, notes, certificates of deposit, commercial paper, repurchase agreements, insurance and annuity contracts (whether or not providing for amounts received thereunder to be allocated to the general account or one or more separate accounts), letters of credit, property (real, personal or mixed) or any other investments of any kind or nature and any interest, beneficial or otherwise, in a common, collective or commingled trust or fund maintained by (Bank name) or by an Investment Manager or affiliate of an Investment Manager, investment company, partnership or similar entity. (m) "Transition Period" means a period of up to six (6) months following the termination date of this Agreement during which (Bank name) continues to perform those services required under this Agreement in order to complete any transactions pending on the termination date and to facilitate an orderly transition of custodial services. The plural of any term shall have a meaning corresponding to the singular thereof as so defined and any neuter pronoun used herein shall include the masculine or feminine as the context may require. 1.2 (Bank name) has been duly selected and appointed by the Board after competitive bidding, on April 15, 1999, to serve as custodian of the assets of the Plans. By execution of this Agreement, (Bank name), to the extent that it exercises any discretionary authority or discretionary control respecting the management or disposition of the assets, or renders investment advice, acknowledges that it is a fiduciary with respect to the Plans, and asserts that it is registered and/or licensed pursuant to all applicable state and federal laws. (Bank name) shall discharge its duties under this Agreement solely in the interests of the Plans with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, and in accordance with the provisions of this Agreement. II.
RELATIONSHIP BETWEEN THE BOARD AND (BANK NAME) 2.1 The Board has negotiated and entered into this Agreement with (Bank name) for itself and on behalf of the individuals who are the members covered by the Plans. (Bank name) is an independent contractor who has entered into this Agreement as the Master Custodian of the assets of the Plans and is not nor is intended to be the employee of the Board in the performance of this Agreement. 2.2 Nothing in this Agreement is intended to be construed, or be deemed to create any rights or remedies in any third party, including but not limited to a Member of the Plans or an Investment Manager. III. (BANK NAME) DUTIES AND RESPONSIBILITIES 3.1 (Bank name) shall provide custodial and other similar services in accordance with this Agreement. In that respect, all right, title and interest in and to the Property shall at all times be vested in the Plans. All Property held in the Account hereunder shall be kept with the same care as (Bank name) exercises in respect of its own assets. (Bank name) is authorized to hold or permit the holding of Property directly or through an Agent, (i) in its vaults, (ii) with a Clearing Corporation, (iii) by Federal Reserve Book-Entry System, or (iv) in bearer form so that title may pass by delivery. (Bank name) will, promptly upon request by the Plans or the Board, cause any securities held hereunder to be reissued in its own name as Custodian for the Account or in the name of the Account or the Plans, but the costs and taxes (if any) associated with the foregoing will be paid by the Account. 3.2 (Bank name) shall divide the Account into separate sub-accounts to be managed by the Investment Managers. The number, type and designation of these sub-accounts shall be based upon the Instructions of the Board or the Plans, but the sub-accounts shall be subject to the investment discretion of the respective Investment Manager. With respect to cash deposited in (Bank name)’s banking department, the separate sub-accounts are maintained as a matter of practice and, therefore, (Bank name) may aggregate the separate sub-accounts for purposes of its depository requirements. 3.3 (Bank name) agrees and is authorized as follows: (a) To receive, collect and credit to the Account in all markets, on payable date, all cash, all payments of principal, interest, dividends and other payments in respect of Property held in the Account, including taking prompt action in accordance with the terms the Investment Manager Guidelines, the most current copy of which shall at all times be furnished to the Board, to reclaim the portion of taxes withheld on such income, dividend and interest, if any, which is reclaimable as a result of certain tax treaties to which the United States of America is a party; (b) On the Instructions of the Plans or an Investment Manager, to execute or settle transactions to purchase or otherwise acquire Property for the Account and to debit the Account for the cost of such purchases or to sell or otherwise dispose of Property against payment therefor and to credit the Account with such payment; (c) To exchange securities where such 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); (d) To surrender securities at maturity or when advised of earlier call for redemption; provided, however, that (Bank name) shall not be liable for failure to surrender any such security in the Account for redemption prior to maturity or take other action if notice of such redemption or other action was not provided to (Bank name) by the issuer, the Plans, the Investment Manager, or one of the nationally recognized bond or corporate action services to which (Bank name) may subscribe; (e) On the Instructions of the Plans or an Investment Manager, to sell or exercise any conversion privileges, subscription rights, warrants or other options and to make any payments incidental thereto, and to consent to or otherwise participate in corporate reorganizations, mergers, consolidations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; provided, however, where warrants, options, tenders or other rights have fixed expiration dates, in order for (Bank name) to act with respect to the Account, (Bank name) shall receive Instructions from the Plans or the Investment Manager no later than noon (New York City time) at least one bank business day prior to the last scheduled day to act with respect thereto; (f) To execute in the Plans name such ownership and other certificates as may be required by rules or regulations of any state or federal authority, including, but not limited to the Internal Revenue Service; (g) To designate one or more Agents to act on its behalf hereunder in the administration of the Account and delegate to such Agent one or more of the powers and duties undertaken pursuant to this Agreement; provided, however, this appointment of Agent is applicable only to international or global (Non-U.S.) transactions unless prior written authorization from the Board is obtained; (h) Pursuant to Instructions of the Board or the Plans, to deliver any Property to or on the order of the Plans; (i) To mail or forward in a timely fashion to the Plans or the Investment Manager any documents received, including proxy material, warrants, tender offers, and offering circulars, with respect to any Property subject to the management of the Plans or the Investment Manager hereunder in accordance with the terms of (Bank name)’s Investment Manager Guidelines, which if required shall be signed where appropriate by (Bank name) without indication of voting or other preference, so as to enable the Plans or Investment Manager to make all decisions with respect thereto; (j) If the Board so directs in writing, where (Bank name) receives a proxy notification relating to a security held in the Account which is not already on loan to a borrower, (Bank name) will restrict such security from being loaned to a borrower until the day following the record date for the proxy. If the Board so directs in writing, where the security is already on loan to a borrower when (Bank name) receives proxy notification relating to it, (Bank name) will make a demand to the borrower for the return of the security and restrict the returned security from further loans until the day following the record date for the proxy. Notwithstanding the foregoing, it is understood that in the event a security is out on loan to a borrower on record date, the borrower shall have the authority and responsibility to vote such security. (k) Subject to the provisions of Section 3.7, upon the Instructions of the Board, to transfer assets to a common, collective or commingled fund maintained by the Investment Manager or affiliate, or by (Bank name) in which the Plans are eligible to participate; (l) Upon the Instructions of the Board, to transfer assets to any registered investment company or mutual fund for which an Investment Manager or affiliate, or (Bank name) provides for compensation, custodial, advisory or other services; (m) To forward daily its confirmation respecting each transaction to the Investment Manger and the Plans (if requested) giving the Instruction which resulted in the transaction; (n) On the Instructions of the Board, to lend securities held in the Account (including securities held by an Agent) only as provided in the Securities Lending Agreement, so long as it is in effect, between the Board and (Bank name); (o) Where (Bank name) receives a notification of legal action relating to a security currently or previously held in the Account or by the Plans, (Bank name) will take timely and appropriate action to include the Account in such action, unless the Board has specifically directed otherwise, and shall report such action to the Board within 30 days. 3.4 Where (Bank name) is instructed to deliver Property against payment, delivery of the Property and receipt of payment may not be simultaneous. In such cases, (Bank name) shall not assume the risk of non-receipt of payment. All credits to the Account of the anticipated proceeds of sales and redemptions of Property and of anticipated income from Property shall be conditional upon receipt by (Bank name) of final payment and may be reversed to the extent final payment is not received. The Account may make use of such conditional credits. To the extent such credits do not become unconditional by receipt of final payment, the Account shall reimburse (Bank name) upon demand for the amount of such conditional credits so used. When (Bank name) is instructed to receive Property, it is authorized to accept documents in lieu of such Property as long as such documents contain the agreement of the issuer thereof to hold such Property in custody for (Bank name) subject to (Bank name)’s sole order. (Bank name) may advance funds to the Account to facilitate the settlement of any trade. In the event of such an advance, the Account shall reimburse (Bank name) for the amount thereof and (Bank name)’s applicable fee for advancing such funds. If the Account is maintained as a global custody account, it shall participate in (Bank name)’s contractual settlement date processing service (“CSDP”) unless the Board directs (Bank name) or (Bank name) informs the Board otherwise. Pursuant to CSDP, (Bank name) shall be authorized but not obligated to automatically credit or debit the Account 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 Account on the day such cash or securities are actually received by you and reconciled to the Account. In cases where (Bank name) credits or debits the Account with cash or securities prior to actual settlement date if and to the extent that any securities delivered by it 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 (Bank name) full reimbursement of any provisional credit it has granted) within a period of time judged reasonable by (Bank name) under the circumstances. The Board acknowledges and agrees that funds debited from the Account on contractual settlement date including but not limited to, 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, for international transactions may be held pending actual settlement of the related purchase transaction in a non-interest bearing deposit at (Bank name)’s London Branch; that such funds shall be available for use in (Bank name)’s general operations; and that (Bank name)’s maintenance and use of such funds in such circumstances are in consideration of its providing CSDP. (Bank name) is authorized, but shall not be obligated, to credit the Account provisionally on payable date with interest, dividends, distributions, redemptions or other amounts due. Otherwise, such amounts will be credited to the Account on the date such amounts are actually received by (Bank name) and reconciled to the Account. It is agreed that (Bank name) will advise the Board when this shall occur and what action (Bank name) took with respect to this credit. In cases where (Bank name) has credited the Account with such amount prior to actual collection and reconciliation, the Board acknowledges that (Bank name) shall be entitled to recover any such credit on demand and further agrees that (Bank name) may, upon notice to the Board, reverse such credit as of payable date if and to the extent that it does not receive such amounts in the ordinary course of business. The Board recognizes that any decision to effect a provisional credit or an advancement of (Bank name)’s own funds to the Account pursuant to this Agreement will be an accommodation granted in light of the particular circumstances, which may involve conditions in different countries, markets and classes of assets at different times. The Board and (Bank name) shall act to prevent any loss by (Bank name) as a result of granting such accommodation and shall take timely and appropriate action to pay such amounts. 3.5 (Bank name) shall not be responsible for the adequacy of the Account to discharge Account liabilities or for the determination or collection of contributions to or payments from the Account. Unless and to the extent (Bank name) has been appointed an Investment Manager with respect to the Account or any part thereof or Property is transferred to the Trust Fund established pursuant to Section 3.7, (Bank name) shall not be responsible for managing or investing the Account, shall be under no duty under this Agreement to and shall not supervise, recommend or advise the Board , the Plans or any Investment Manager with respect to the investment, purchase, sale, retention or other disposition of any Property held hereunder and shall not be liable for any losses to the Account as a result of the acts or omissions of the Board or the Investment Manager. (Bank name) shall not be liable for interest on any cash balances it holds uninvested in the Account pending receipt of Instructions. In the absence of Instructions from the Board, the Plans or the Investment Manager, (Bank name) shall have no power, duty or authority to invest or otherwise use the Property held in the Account. 3.6 Except where (Bank name) has been allocated investment discretion, (Bank name) shall be under no duty or obligation to review any investment or reinvestment made or received upon the Instructions of the Board, the Plans or an Investment Manager. Without limiting the generality of the foregoing, in the case of any transaction, the person or entity giving the Instructions shall have the entire responsibility for assuring that the transaction does not violate the prohibitions of any applicable state or federal law, or court order or judgment affecting the administration of the Account. (Bank name) may from time to time consult with legal counsel, who may be counsel to the Board or the Plans, and may act in reliance upon advice of counsel. 3.7 Subject to contrary Instructions from the Board, cash in the Account, together with any income or earnings thereon, shall be invested and/or reinvested by (Bank name) in short term investment vehicles and accounts as designated and approved by the Board. These investment vehicles and accounts may include interest bearing deposits with (Bank name)’s banking department, bonds, notes, or other evidences of indebtedness, United States Treasury Bills, commercial paper, banker's acceptances, certificates of deposit and collective or commingled funds. (Bank name) agrees to receive and hold all such cash that is invested in any collective or commingled fund, in trust, upon all the terms and conditions herein set forth for the exclusive benefit of the beneficiaries of the Plans and shall not divert any such assets to any other purpose. Subject to the Instructions of the Board or an Investment Manager, such cash, together with any income or earnings thereon which (Bank name) shall be directed to reinvest, may be invested in (Bank name)’s common, collective or commingled investment trust funds which are maintained as a medium for the collective investment of pension, profit sharing or other employee benefit plans including governmental plans, and which are qualified under Section 401(a) of the Internal Revenue Code, as amended, and any assets so invested in such trust funds shall be held and invested pursuant to the terms and conditions of the trust agreements or declaration of trust establishing such trust, which are incorporated herein to the extent necessary to permit said investment. 3.8 Where (Bank name) has been allocated investment discretion, and it places orders for the execution of portfolio transactions for the Account, (Bank name) shall direct brokerage in the manner and amount directed by the Board, as reflected in the Guidelines, established by the Board. (Bank name) may allocate all other orders to such dealers and brokers as (Bank name) in good faith judgment may choose. All such portfolio transactions shall be made, in the best interest of the Plans, and shall be consistent with the principals of best execution. Unless authorized in writing by the Board, (Bank name) shall not act as its own broker at any time. 3.9 (Bank name) agrees upon request and at a time mutually agreed upon, to make available to the representatives of the Board any and all records pertaining to the duties and responsibilities under this Agreement. 3.10 (Bank name) shall prepare, at least monthly, a report showing the assets and liabilities of the account, a written inventory of the investments and transactions, including the book and market values, and an Investment Manager reconciliation report. The report shall be given in a form and manner, and include such additional information as may be required by the Board or the Plans, or any staff thereof. Unless the Board provides written objections or exceptions within 60 days following the date of the Board's acceptance of the annual external audit report, the reports for the period of the audit shall be deemed to be accepted and approved with respect to all matters set forth therein, and (Bank name) shall be released and discharged with respect thereto, except for matters that were as a result of negligence or not reasonably discoverable by the Board. (Bank name) shall meet with the Board as requested to discuss any action with respect to the Account. 3.11 (Bank name) shall provide to the Plans and to the Consultant appointed by the Board, pursuant to Instructions set forth in Section 4.3, access to (Bank name) electronic information systems. (Bank name) shall also provide such customized software systems and/or reports in the form and manner as may reasonably be required by the Plans or the Consultant, including but not limited to, performance measurement reports to permit analysis of data in the electronic information systems relevant to the Account. IV.
THE BOARD'S DUTIES AND RESPONSIBILITIES 4.1 The Board agrees to pay (Bank name) compensation pursuant to the provisions of Exhibit "A", attached hereto and made a part of this Agreement. 4.2 The terms and condition of appointment and authority of any Investment Managers or Consultants shall be the sole responsibility of the Board. The Board shall promptly notify (Bank name) in writing of the appointment and removal of an Investment Manager or Consultant and the portion of the Account's assets to be transferred to the sub-account assigned to the respective Investment Manager which will be subject to the investment control of such Investment Manager. 4.3 The Board shall, from time to time, provide Instructions which indicate the person or persons authorized to direct (Bank name) with respect to the Account and any actions identified in this Agreement. (Bank name) may conclusively rely upon any Instructions of an Authorized Person (Bank name) reasonably believes to be genuine, correct and to be signed, sent or made by an Authorized Person, until Instructions revoking the authority of such person are received. V.
DISPUTE RESOLUTION 5.1 The Board and (Bank name) agree that their authorized representatives will timely meet and negotiate in good faith to resolve any problems or disputes that may arise in performance of the terms and provisions of this Agreement. VI. INDEMNIFICATION 6.1 (Bank name) shall indemnify, defend and hold harmless the Board, its' officers, its' fiduciaries other than (Bank name), and its' employees and agents from and against any and all claims, damages, losses, liabilities, suits, costs, charges, expenses (including, but not limited to reasonable attorney fees and court costs), judgments, fines and penalties, of any nature whatsoever, to the extent attributable to any bad faith, negligence, willful misconduct, improper or unethical practice, infringement of intellectual property rights, breach of fiduciary duty, breach of trust, breach of confidentiality, breach of contract or violation of any material legal duty or requirement by (Bank name) acting in connection with this Agreement. This indemnification shall survive any termination of this Agreement. 6.2 In the event of any claim and/or liability asserted against (Bank name) by any third party as a result of (Bank name) action under the terms of this Agreement, (Bank name) shall provide written notice to the Board. To the extent authorized by the Board, (Bank name) shall be reimbursed and held harmless for the reasonable expenses incurred as a result of such claim or liability, including, but not limited to, attorney fees. Such authorization shall not be unreasonably withheld. 6.3 Notwithstanding any other provision of this Agreement, neither the Board nor (Bank name) shall be held liable for any losses to the Account arising from causes beyond the control and without the fault of such party. Such causes may include, but are not restricted to, acts of God, acts of war, acts of any foreign, international, federal or state government in such governments sovereign capacity, fires, exchange or market rulings, suspension of trading, strikes, or mechanical breakdown or failure; provided, that in every case, the failure to perform must be beyond the control and without the fault or negligence of such party. It is expressly understood that the Board and the Plans and its employees shall be immune for any breach of contract that is caused by an incorrect date being produced, calculated or generated by a computer or computer system or caused a computer or computer system to fail to accurately store, process, provide or receive data that is owned or operated by the Board, the Plans or its respective staff. 6.4 Without
limiting the indemnification obligations provided in this Agreement, for
the duration of this Agreement, (Bank
name) shall provide and maintain, at its own expense, the insurance
policies and/or indemnification coverage in the type and amounts set forth
in its' Bid Response. VII.
TERM AND TERMINATION 7.1 The term of this Agreement shall be for the initial contract period commencing July 1, 1999, and ending June 30, 2000. The term of this Agreement may be extended for successive contract years as provided in Paragraph 7.2 of this Agreement. 7.2 This Agreement may be renewed by the Board for four (4) succeeding terms of one year each, upon written notice given, pursuant to section 8.2, at least 30 days prior to the anniversary date, of the Board's intent to renew. 7.3 (Bank name) may terminate this agreement with or without cause, upon giving 60-day notice, pursuant to section 8.2, at any time after the first contract period. The Board may terminate this agreement, upon giving 30 day notice, pursuant to section 8.2, at any time. 7.4 Nothing in this Agreement shall be construed to limit either party's remedies at law or in equity in the event of a material breach of this Agreement. 7.5 Following termination of this Agreement, the Board shall continue to have access to (Bank name)’s records of services provided for five (5) years from the date of provision of the services to which the records refer. VIII. GENERAL PROVISIONS 8.1 Assignment This Agreement or any of the rights, duties, or obligations of the parties hereunder, shall not be assigned by either party without the express written consent and approval of the other party. 8.2 Instructions
and Notices Any Instructions or notices required to be given pursuant to the terms and provisions of this Agreement shall be in writing, postage prepaid, and shall be sent by First Class Mail or by courier, or copier or facsimile and confirmed by First Class Mail, to the Board and/or the Plans or (Bank name) at the addresses below. The notice shall be effective on the date indicated on the postmark. or other indicated date of receipt. The Board and/or the Plans: __________________Retirement System __________________, Executive Director (Address) (City, State, Zip) cc: ______________, General Counsel (Bank name): (Bank name) Trust
Company (Address) (City, State,
Zip) 8.3 Confidential
Relationship All information furnished by the Board to (Bank name) hereunder, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties except as required by regulatory authorities, regulation or law or as authorized by the Board. 8.4 Entire Agreement
This Agreement, together with Exhibits, contains the entire
Agreement between the Board and (Bank
name) relating to the rights granted and the obligations assumed by
the parties. Any prior agreements, promises, negotiations, or
representations, either oral or written, relating to the subject matter of
this Agreement not expressly set forth in this Agreement are of no force
or effect. The Bid
Specification and Response by (Bank
name), the trust agreement and/or declaration of trust referred to in
Section 3.7 hereof, and where appropriate, the Guidelines of the Board, are
incorporated into this Agreement, specifically by reference. Without limiting the foregoing, on
or after the effective date of this Agreement, (Bank name) and the Board may, but are not required
to, enter into additional
agreements, including but not limited to, a Securities Lending Agreement. It is agreed that (Bank name)’s receipt
of the Guidelines does not impose any greater duties or responsibilities
upon (Bank name)
other than those specifically set forth in this Agreement, nor does it
require (Bank name)
to actively monitor the investments made by Investment Managers. (Include this sentence only if
bank is not providing monitoring services) 8.5 Amendment This Agreement, or any part or section of it, may be amended at any time during the term of the Agreement by mutual written consent of the Board and (Bank name). 8.6 Governing Law
This Agreement shall be construed and enforced in accordance with
the laws of the State of (home
state of retirement system). 8.7 Severability The terms and provisions of this agreement shall be deemed to be severable one from the other, and determination at law or in a court of equity that one term or provision is unenforceable shall not operate so as to void the enforcement of the remaining terms and provisions of this entire Agreement, or any one of them, in accordance with the intent and purpose of the parties hereto. This agreement made and entered into this _________________day of ________________, 1999, by and between The __________________Retirement System Board of Trustees ("the Board") and The (Bank name) Trust Company (" (Bank name)"). _____________________________ _________________________________ Signatures and titles Signatures and titles EXHIBIT A COMPENSATION RATES A. (Bank name) shall submit invoices for services provided to the Board using a claim form or other forms acceptable to the Board. B. Payment shall be made by the Board within 30 days of receiving correct and accurate billing statements. All payments are made in arrears and no payments shall be made in advance. C. The total annual fee for the custodial services provided under this Agreement is as set forth in this Exhibit “A”. Total Custodial fee: $150,000 (payable in four equal quarterly payments)
The fees shall be calculated
to be paid subsequent to each calendar quarter's end date. Fees shall be
pro-rated for services rendered for any partial quarters. SERVICES NOT INCLUDED IN COMPENSATION RATES
It is understood and agreed that (Bank name) may bill or
charge, over and above the compensatory rate above mentioned, for only
these services and at these rates: 1. Cash Management Fees Short term cash investment fees: STIF (Short Term Investment Fund) $0.00 – 200 million 12 basis points $200 million – 500 million 11 basis points greater than $500 million 10 basis points Extended maturity cash investment fees: Short term extendable portfolio (STEP) 20 basis points Short term advantaged fund (STAGE) 25 basis points 2. Securities Lending: As provided in the separate Securities Lending Agreement executed between the Board and (Bank name). (to be charged to the Securities Lending Account) (As may be authorized and agreed upon in advance and in writing, including accounting and legal fees and costs associated with advancing funds to facilitate settlement.) · (Bank name) does not impose additional charges for facsimile, telex, income collections, tax reclamation, administration, on-line system access via Passport or other such activities. Non U.S. securities investment management costs, such as stamp duty and re-registration, and third party foreign exchange fees executed outside of (Bank name) ($50 per transaction) will be charged to the appropriate manager account with notice to the Board. · The Annual Custodial Fee is based upon the account structure, transaction and holdings information as set forth in the Request for Proposal and in effect July 1, 1999. Should these factors increase by 15% or more, the Board and (Bank name) shall reevaluate the Custodial Fee according to the fee schedules set forth in (Bank name)’s Bid Response. AFFIDAVIT State of _______________ ) ) SS: County of _____________ ) ____________________, of lawful age, being first duly sworn, on oath, says that she is the agent authorized by The (Bank name) Trust Company, ( (Bank name)), to submit the attached contract to the State of______________. Affiant further states: (1) (Bank name) has not paid, given or donated or agreed to pay, give or donate to any officer or employee of the State of ________________ any money or other thing of value, either directly or indirectly, in the procuring of the contract; (2) it has not previously entered into a contract with the agency or other state agencies which would result in a substantial duplication of the final product required by the proposed contract; and (3) (Bank name) certifies that no person who has been involved in any manner in the development of this contract while employed by the State of __________shall be employed to provide any of the services required by the contract. ______________________________ AFFIANT _____________ Subscribed and sworn to before me this ________day of __________, 1999. ____________________________________ NOTARY PUBLIC My Commission Expires ____________________ |