This Agreement, dated as of September 28, 2010 and effective as of October 1, 2010,

Transcription

1 This Agreement, dated as of September 28, 2010 and effective as of October 1, 2010, capacity as custodian under this Custody Agreement. Custodian: The term Custodian shall mean U.S. Bank National Association, in its context otherwise requires. Terms not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Program Contract. in any amendment or supplement hereto, shall have the meanings herein specified unless the SECTION 2. The terms as defined in this Section wherever used in this Agreement, or to be performed by it are within its powers and are authorized under all applicable laws. the power and authority to enter into this Custody Agreement and (ii) the activities contemplated that (i having obtained such authorizations from such other persons as may be required. it has SECTION 1. Each of the parties to this Custody Agreement represents to the other party herein contained, the parties hereto, intending to be legally bound, do hereby agree as follows: NOW, THEREFORE, in consideration of the premises and of the mutual covenants custodian of the Securities and cash comprising the assets of discrete portfolios ( Individual Commonwealth, and their agencies, institutions and authorities ( Issuers ) that are parties to a Portfolios ) belonging to the Commonwealth of Virginia, counties, cities and towns in the Contract dated April Ii, 2010 (as amended from time to time, the Program Contract ), with the Treasury Board and with PFM Asset Management, LLC (the Investment Manager ); WHEREAS, under the terms of this Custody Agreement, the Custodian will serve as the Proposal submitted by Custodian dated, June 25, 2010, and all written modifications thereof, Program and PFM Funds dated May 24, 2010, together with all written modifications thereto and for Proposals for Cash Management and Security Custody Services for State Non-Arbitrage all of which contract documents are incorporated by reference herein; WHEREAS, this Custody Agreement shall consist of this signed agreement, the Request to continue to act, as custodian upon the terms and conditions herein set forth; WHEREAS, the Treasury Board desires to retain the Custodian, and Custodian is willing Act ) pursuant to the Depository Agreement by and between the Treasury Board and Wachovia assets of the Individual Portfolios included in the Treasury Board s State Non-Arbitrage Program authorized by Article 7. 1, Chapter 14, Title 2.1, Code of Virginia 1950, as amended (the SNAP between the Treasury Board, Wachovia Bank NA. and Custodian dated October 1, 2006; Bank N.A. dated February 2, 2005 as assigned pursuant to the Assignment Agreement by and VHEREAS, Custodian has served as custodian of the Securities and cash comprising the WITNESSETH: Board ) and U.S. Bank National Association, a national banking association organized under the laws of the United States of America ( Custodian ); made by and between the Treasury Board of the Commonwealth of Virginia (the Treasury CUSTODY AGREEMENT

2 be confirmed in writing by such person or persons as the Treasury Board or the State Treasurer the Investment Manager to give the particular class of instructions. Telephone instructions shall person or persons authorized from time to time by the Treasury Board or the State Treasurer or appropriate Individual Portfolio or Portfolios. the same become available, with the Custodian additional Securities for the credit of the SECTION 5. The Investment Manager will cause to be deposited, from time to time as Custodian further agrees with Treasury Board that Custodian will carry out all of its responsibilities as custodian of the assets of the Fund in accordance with the terms of its separate agreement with the Fund. the bare custody thereof. The Securities held by the Custodian shall, unless payable to bearer, be Securities and cash comprising individual Portfolios, to be held by the Custodian and applied as Deposit may be registered in the name of the appropriate Individual Portfolio or Portfolios. provided in this Agreement. The Custodian hereby accepts such appointment subject to the terms books and records of the Custodian from the assets of others and shall he and remain the sole property of the appropriate Individual Portfolio or Portfolios and the Custodian shall have only registered in the name of the Custodian or in the name of its nominee; except all Certificates of Securities, excepting bearer securities and Certificates of Deposit as aforesaid, delivered from time to time to the Custodian upon purchase or otherwise shall in all cases be in due form for transfer or already registered as above provided. and conditions hereinafter provided. Such Securities and cash balances shall be segregated on the SECTION 4. The Treasury Board hereby appoints the Custodian as custodian of the with certified signatures of such persons authorized to sign, which shall constitute conclusive Manager shall from time to time file with the Custodian a certificate specifying the person or persons to give Proper Instructions (as defined in Section 1) and specifying the class of evidence of the authority of the officers and signatories designated therein to act, and shall be until it receives written notice to the contrary. instructions that may be given by each person to the Custodian under this Agreement, together considered in full force and effect with the Custodian fully protected in acting in reliance thereon SECTION 3. Each of the Treasury Board, the State Treasurer and the investment deposit, evidences of indebtedness, and other securities and investments from time to time owned by individual Portfolios. SECURITIES: The term Securities shall mean bonds, debentures, notes, certificates of receipt of written confirmation, and shall not be liable for Treasury Board or the State Treasurer or the Investment Manager s failure to confirm such instructions in writing. instructions in question. The Custodian may act upon telephone instructions without awaiting or the investment Manager shall have from time to time authorized to give the particular class of deemed to have received Proper instructions upon receipt of written (including telecopier) or telephone instructions from a person or persons reasonably believed by the Custodian to be a PROPER INSTRUCTiONS: For purposes of this Agreement, the Custodian shall be

3 Fit nd. proceeds. dividends and interest on the Securities held to the credit of the Individual Portfolios of Participants and will transfer and credit the same to the Participants appropriate accounts in the SECTION 6. The Custodian will collect from lime to time the principal payments, sale time to time as follows: SECTION 9. The Custodian is hereby authorized and directed to deliver Securities from accordance with such Proper Instructions is fully authorized and for a proper purpose. upon Proper Instructions and may presume that any disbursement or payment made in (2) notwithstanding anything to the contrary herein, may conclusively rely a proper purpose; and state that the disbursement was authorized by resolution of the Treasury Board and is for Instructions requesting such payment or disbursement and stating that it is for one or disbursement is for other proper purposes, the instructions shall be in writing and shall more of the purposes enumerated in the foregoing subsection (a)( 1), provided that if the (1) shall before making any such payment or disbursement, receive Proper (b) The Custodian of this subsection (a). made automatically absent specific contrary Proper Instructions pursuant to paragraph (1) (2) for the purpose of purchasing Shares in the Fund, such purchases to be or other party to or upon whose order the purchase price is to be paid and (ii) such appropriate Individual Portfolio, upon receipt of Proper Instructions specifying the particular Individual Portfolio, upon receipt of (i) Proper Instructions specifying the Securities for the purpose of completing the purchase of Securities purchased for a Securities and stating the purchase price, and the name of the broker, investment banker Securities by the Custodian; and (1) for the purpose of completing the purchase of Securities for the in Individual Portfolios from time to time as follows: SECTION 8. (a) The Custodian is hereby authorized and directed to disburse cash received by the Treasury Board or the State Treasurer or the Investment Manager, the Treasury items. In the event that any dividends or interest payments intended for Individual Portfolios are accounts accrued interest on Securities purchased and dividends on Securities sold and like Board will promptly endorse to the Custodian, or cause to be endorsed, dividend and interest checks and will issue appropriate orders to the issuers of the Securities to pay dividends and interest to the Custodian. SECTION 7. The Custodian is authorized to advance or pay out of the appropriate proceeds of Securities sold from time to time. The Treasury Board will cause to be deposited with the Custodian hereunder the net

4 sold and stating the amount to be received and the broker, investment banker or other party to or (b) for the purpose of exchanging Securities for other Securities and/or cash (i) upon upon whose order the Securities arc to be delivered: 4 In connection with its functions under this Agreement, the Custodian will: investment or reinvestment of the Securities from time to time in any Individual Portfolio whether or not on deposit hereunder, it being understood that the responsibility for the proper Treasury Board and its investment Manager. and time! management, investment and reinvestment of said Securities shall he that of the SECTION 11. The Custodian assumes no responsibility for the management, sent to the registered owners of securities and actually received by the Custodian (hereafter actual receipt by the Custodian of warrants or rights issued in connection with the assets of any such receipt and shall forward notice thereof to the Investment Manager, but shall have no rights. statements, annual reports, conversion notices, call notices, or other notices of written materials referred to as notices and materials ), excluding only certificates representing securities and dividend and interest payments. Responsibility for taking action thereon is solely that of the Treasury Board and its Investment Manager, and not the responsibility of the Custodian. Upon Individual Portfolios, the Custodian shall enter on its ledgers appropriate notations indicating except upon receipt of Proper Instructions authorizing the exercise or sale of such warrants or obligation whatsoever to take any action of any kind with respect to such warrants or rights SECTION 10. The Custodian shall forward to the Investment Manager proxies, proxy been called for redemption, upon receipt of appropriate Proper Instructions. (d) for the purpose of presenting Securities for payment which have matured or have or otherwise, (i) upon timely receipt of Proper Instructions authorizing such exchange or against receipt of the Securities, certificates of deposit, interim receipts, and/or cash to be received as specified in the Proper Instructions; and pursuant to any plan of conversion, consolidation, recapi talization, reorganization, readjustment conversion and stating the manner in which such exchange or conversion is to be made, and (ii) (c) for the purpose of exchanging or converting securities pursuant to their terms or (ii) against receipt of the other Securities and/or cash as specified in the Proper Instructions; and/or cash to be received in exchange and the manner in which the exchange is to be made, and timely receipt of Proper Instructions stating the Securities to be delivered and the Securities upon receipt of (i) the net proceeds of sale and (ii) Proper Instructions specifying the Securities (a) for the purpose of completing sales of Securities sold by any individual Portfolio,

5 tax purposes in connection with the collection of bond and note coupons; (b) execute ownership and other certificates and affidavits for all Federal and State requested by the Investment Manager or the Treasury Board; Depository may. in accordance with industry custom, reimburse itself from such Individual Portfolio for the amount of the advance, without interest. available, to facilitate the settlement of a transaction in Securities for an Individual Portfolio, the If the Custodian advances cash, for which good funds on a collected basis are not respective individual Portfolio account with earnings on said cash calculated at a rate equal to requirements as the Depository may have with respect to such cash for the period. the purchase of Securities, upon the failure to receive said Securities the Custodian will credit the the effective Federal Funds rate for the period of the failure, adjusted for such bank reserve in the event that cash in any Individual Portfolio is made available for disbursement for The Custodian shall not be liable for any taxes, assessments, or governmental charges and reimburse itself out of the monies out of the Securities held hereunder. which may be levied or assessed upon the Securities held by it hereunder, or upon the income therefrom or otherwise whatsoever. The Custodian may pay any such tax, assessment or charge any written responses thereto, and memoranda of all oral responses thereto and to telephonic within a reasonable time after it has made proper demands for the same, it shall so notify the Investment Manager and the Treasury Board in writing, including copies of all demand letters, demands, and await Proper Instructions; the Custodian shall not be obliged to take legal action satisfaction. The Custodian shall also notify the Investment Manager and the Treasury Board as soon as reasonably practicable whenever principal or income due on Securities is not collected in due course. for collection except by its consent and unless and until reasonably indemnified to its If the Custodian does not receive payment for items due under subsection (c) or (d) 30 days prior the effective date of such tennination furnish to the Treasury Board copies of all or with respect to said Custodian activities and obligations under generally accepted accounting and in the event of termination of this Agreement, the Custodian, on request, will not later than such of the records as the Treasury Board may designate. under this Agreement in such manner as will meet the obligations of all Individual Portfolios principles. All records maintained by the Custodian in connection with the performance of its duties under this Agreement will be available for inspection and copying by the Treasury Board (e) create, maintain and retain all records relating to its activities and obligations Custodian, in the name of any Individual Portfolio, as of the same day as received; and (d) monitor and record the collection of funds in accounts maintained by the items requiring presentation; (c) present for payment on the date of payment all coupons and other periodic income by the Custodian for the account of any Individual Portfolio as may from time to lime be (a) render to the investment Manager or the Treasury Board listings of Securities held

6 assets, or shares held by it from time to time under this Agreement, or otherwise by reason of its Custodian: set forth in the Agreement. Without limiting the generality of the foregoing sentence, the own negligence, bad faith, or willful misconduct in the performance of its duties as specifically performance of its duties hereunder or its position as custodian hereunder, except only for its it in good faith to be expert in the matters upon which they are consulted; and for any action in full force and effect; and 6 constitute but one and the same instrument. which when so executed shall be deemed to he an original, but such counterparts shall together SECTION 16. This Agreement may be executed in two or more counterparts, each of 6.5 oithe Program Contract. Custodian, and the Custodian may resign as such, in accordance with the provisions of Section 2012 with one (1) year renewal period. The Treasury Board may terminate its employment of the SECTION 15. This Agreement shall take effect October 1, 2010 through September 30. the Custodian and amending and supplementing this Agreement in the manner mutually agreed. approval of the Participants by a supplemental agreement executed by the Treasury Board and SECTION 14. This Agreement may be amended from time to time without notice to or proposal dated June 25, 2010, or as shall be set forth in amendments to such proposal approved by the Treasury Board and the Custodian. SECTION 13. The Custodian s compensation shall be as outlined in the Custodian s by the proper party or parties. (including telephone, telecopier or other electronic) instructions, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other paper or document believed by it to be genuine and to have been signed, forwarded or presented (d) may rely and shall be protected in acting upon any signature, written or oral or Proper Instructions, to the effect that a resolution in the form submitted has been duly adopted by the Treasury Board, as conclusive evidence that such resolution has been duly adopted and is (c) is authorized to accept a certificate of the State Treasurer for the Treasury Board, Board or its authorized officers or agents; accordance with any request or advice of or based upon information furnished by, the Treasury (b) shall not be liable for anything done or suffered to be done in good faith in taken or suffered in good faith based upon such advice or statements the Custodian shall not be or for the Custodian, and upon statements of accountants, brokers and other persons believed by liable to anyone; (a) may rely upon the advice of counsel, who may be counsel for the Treasury Board on account of events or circumstances offorce majeure or by reason of its custody of the funds, SEC1 ION 12. No liability of any kind shall he attached to or incurred by the Custodian

7 SECTION 17, The Custodian may, at any time or times appoint (and may at any time remove) any other bank, trust company or responsible commercial agent as its agent to carry out such of the provisions of this Agreement as the Custodian may from time to time direct. provided, hoexer, that the appointment of such agent shall not relieve the Custodian of any of its responsibilities under this Agreement, without the express written approval of the Treasury Board or the State Treasurer acting on behalf of the Treasury Board. SECTION 18. By its execution and delivery of this Agreement, the Custodian shall, by the terms of the Program Contract, be deemed to be a party thereto and bound thereby in accordance with its terms. The Custodian hereby acknowledges the limitation of Participant liability as set forth in Section 4.1 of the Program Contract. SECTION 19. Subject to security requirements of the Custodian applicable to its own employees having access to similar records within the Custodian, and such regulations as to the conduct of such monitors as may be reasonable, imposed by the Custodian after prior consultation with the State Treasurer, the books and records of the Custodian pertaining to its actions under this Agreement shall be open to inspection and audit at any reasonable times by officers of attorneys for, and auditors employed by, the Treasury Board for SNAP. SECTION 20. Nothing contained in this Agreement is intended to or shall require the Custodian in any capacity hereunder to perform any functions or duties on any holiday or other day of special observance on which the Custodian is closed. Functions or duties normally scheduled to be performed on such days shall be performed on, and as of the next business day the Custodian is open, SECTION 21. This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the Treasury Board and the Custodian have caused this Agreement to be signed by their respective Officers as of this day and year first above written. TREASURY BOARD OF THE COMMONWEALTH OF VIRGINIA jtiil By: 1fl ca4a- Máliju S. Ganeriwala Chairman of the Treasury Board and State Treasurer U.S. BANK NATIONAL ASSOCI AT ION By: Jbhn M. Olson ViYesident. Institutional Trust & Custody