<PAGE> 1
EXHIBIT 99.g
CUSTODY AGREEMENT
This Agreement is made as of the 11th day of February, 2000, between Lend
Lease Funds, a business trust organized under the laws of Delaware (the
"Trust"), having its principal place of business in Milwaukee, Wisconsin, and
Wilmington Trust Company, a Delaware corporation (the "Custodian"), having its
principal place of business in Wilmington, Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
offers for public sale one or more distinct series of shares of beneficial
interest (each series, a "Fund" and collectively, the "Funds"), par value
$0.0001 per share, each Fund corresponding to a distinct portfolio;
WHEREAS, each share of beneficial interest (collectively, "Shares") of a
Fund represents an undivided interest in the assets of that Fund, subject to the
liabilities of that Fund, as more fully described in the Master Trust Instrument
pursuant to which the Trust is governed;
WHEREAS, the Trust desires to employ the Custodian to provide custody
services; and
WHEREAS, the Custodian is willing to furnish custody services to the Trust
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties agree as
follows:
I. Employment of Custodian; Property of the Trust to be Held by the Custodian
The Trust hereby employs the Custodian as a custodian of its assets. The
Trust will deliver to the Custodian securities and cash owned by it on behalf of
the Fund(s) from time to time, and substantially all income, principal, capital
distributions or other payments received by it with respect to such securities,
and cash consideration received for the issuance and sale of Shares of the Trust
from time to time. The Custodian will not be responsible for any property of the
Trust not delivered to the Custodian.
II. Duties of the Custodian with Respect to Property of the Trust Held by the
Custodian
A. Holding Securities
The Custodian will hold, earmark and physically segregate for the account
of each Fund all non-cash property, including all securities owned by the Trust
on behalf of the Fund(s), other than securities maintained pursuant to Article
II, Section J hereof in a clearing agency which acts as a securities depository
or in an authorized book-entry system authorized by the U.S. Department of the
Treasury, collectively referred to herein as a "Securities System."
B. Delivery of Securities
The Custodian will deliver securities held by the Custodian or in a
Securities System account only upon receipt of proper instructions, which may be
continuing instructions, and only in the following cases:
1. Upon sale of such securities for the account of each Fund and receipt
of payment therefor;
<PAGE> 2
2. Upon receipt of payment in connection with any repurchase agreement
related to such securities entered into by the Trust with respect to
any Fund;
3. In the case of a sale effected through a Securities System, in
accordance with the provisions of Article II, Section J hereof;
4. To the depository agent in connection with tenders or other similar
offers for securities of each Fund;
5. To the issuer thereof, or its agent, when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
6. To the issuer thereof, or its agent, for registration or
re-registration pursuant to the provisions of Article II, Section C
hereof; or for exchange for a different number of certificates or
other evidence representing the same aggregate face amount or number
of units; provided that, in any such case, the new securities are to
be delivered to the Custodian;
7. To the broker selling such securities for examination in accordance
with the "street delivery" custom; provided that the Custodian will
maintain procedures to ensure prompt return to the Custodian by the
broker in the event the broker elects not to accept such securities;
8. For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash, if any,
are to be delivered to the Custodian;
9. In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10. For delivery in connection with any loans of securities made by the
Trust on behalf of any Fund, but only against receipt of adequate
collateral, as agreed upon from time to time by the Custodian and the
Trust, which may be in the form of cash or obligations issued by the
United States government, its agencies or instrumentalities or such
other instruments as the Trust may approve;
11. For delivery as security in connection with any borrowing by the Trust
on behalf of any Fund requiring a pledge of assets by the Trust on
behalf of that Fund against receipt of amounts borrowed;
12. For delivery in accordance with the provision of any agreement amount
the Trust on behalf of a Fund, the Custodian and a broker-dealer
registered under the Exchange Act and a member of The National
Association of Securities Dealers, Inc., relating to compliance with
the rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by a Fund.
13. For delivery in accordance with the provision of any agreement among
the Trust on behalf of a Fund, the Custodian, and a Futures Commission
Merchant registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading
2
<PAGE> 3
Commission and/or any Contract Market or any similar organization or
organizations, regarding account deposits in connection with
transactions by a Fund.
14. Upon receipt of instructions from the transfer agent for the Trust
(the "Transfer Agent") for delivery to the Transfer Agent or to
holders of Shares in connection with distributions in kind in
satisfaction of requests by holders of Shares for repurchase or
redemption; and
15. For any other proper corporate purposes, but only upon receipt of, in
addition to proper instructions, a certified copy of a resolution of
the Board of Trustees signed by an officer of the Trust and certified
by the Secretary or an Assistant Secretary, specifying the securities
to be delivered, setting forth the purpose for which such delivery is
to be made, declaring such purposes to be proper corporate purposes,
and naming the persons to whom delivery of such securities will be
made.
C. Registration of Securities
Securities held by the Custodian (other than bearer securities) will be
registered in the name of the Trust on behalf of the Fund(s), or in the name of
any nominee of the Trust, the Custodian or any Securities System, or in the name
or nominee name of any agent or sub-custodian appointed pursuant to Article II,
Section I hereof, provided that the Custodian will maintain a mechanism for
identifying all securities belonging to each Fund, wherever held or registered.
All securities accepted by the Custodian on behalf of the Trust for the Fund(s)
hereunder will be in "street name" or other good delivery form.
D. Bank Accounts
If requested by the Trust, the Custodian will open and maintain a separate
bank account or accounts in the name of each Fund, subject only to draft or
order by the Custodian acting pursuant to the terms of this Agreement, and will
hold in such account or accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Fund(s), other than cash
maintained by the Trust in a bank account established and used in accordance
with Rule 17f-3 under the 1940 Act.
E. Payment for Shares
The Custodian will receive from the distributor of the Shares of the
Fund(s) or from the Transfer Agent and deposit into each Fund's custody account
payments received for Shares of such Fund issued or sold from time to time by
the Trust. The Custodian will provide timely notification to the Trust and the
Transfer Agent of any receipt by it of cash payments for Shares of the Fund(s).
F. Collection of Income and Other Payments
The Custodian will collect on a timely basis all income and other payments
with respect to securities held hereunder to which the Trust and each of the
Fund(s) will be entitled by law or pursuant to custom in the securities
business, and will credit such income and other payments, as collected, to each
Fund's custody account.
G. Payment of Trust Moneys
Upon receipt of proper instructions, which may be continuing instructions,
the Custodian will pay out moneys of the Trust on behalf of the Fund(s) in the
following cases only:
1. Upon the purchase of securities for the account of each Fund, but only
(a) against the delivery of such securities to the Custodian (or any
bank, banking firm, trust company or other entity doing business in
the United States or abroad which is qualified under the 1940 Act to
act as a custodian and has been designated by the Trust or by the
Custodian as its agent for this
3
<PAGE> 4
purpose); (b) in the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in Article II,
Section J hereof or; (c) in the case of repurchase agreements entered
into between the Trust on behalf of the Fund and the Custodian, or
another party, (i) against delivery of securities either in
certificate form or through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities and with an
indication on the books of the Custodian that such securities are held
for the benefit of the Fund, and (ii) against delivery of the receipt
evidencing purchase by the Trust on behalf of the Fund of securities
owned by the Custodian or other party along with written evidence of
the agreement by the Custodian or other party to repurchase such
securities from the Trust on behalf of the Fund;
2. In connection with conversion, exchange or surrender of securities
owned by the Trust on behalf of any Fund as set forth in Article II,
Section B hereof;
3. For the redemption or repurchase of Shares as set forth in Article II,
Section H hereof;
4. For the payment of any expense or liability incurred by the Trust with
respect to the Fund(s), including, but not limited to, the following
payments for the account of the Fund(s): interest, dividend
disbursements, taxes, trade association dues, advisory,
administration, accounting, transfer agent and legal fees, and
operating expenses allocated to the Trust or the Fund(s) whether or
not such expenses are to be in whole or part capitalized or treated as
deferred expenses;
5. For the payment of any distribution declared on behalf of the Fund(s)
pursuant to the governing documents of the Trust; and
6. For any other proper corporate purposes, but only upon receipt of, in
addition to proper instructions, a certified copy of a resolution of
the Board of Trustees of the Trust signed by an officer of the Trust
and certified by its Secretary or an Assistant Secretary, specifying
the amount of such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom such payment is to
be made.
7. Notwithstanding anything to the contrary in this Agreement, in order
to permit a Fund to engage in tri-party repurchase agreement
transactions ("Tri-party Repos") using one or more additional
custodians for the Fund engaged for the limited purpose of
facilitating Tri-party Repos (each, a "Repo Custodian") (such Repo
Custodians to be identified on Schedule B attached hereto, as amended
from time to time), upon receipt of Proper Instructions, the Custodian
shall deliver cash and/or other assets of any Fund to the account of a
Repo Custodian), which delivery may be made without contemporaneous
receipt by the Custodian of cash or other assets in exchange therefor.
Upon such delivery of cash or other assets in accordance with such
Proper Instructions, the Custodian shall have no further
responsibility or obligation to the Fund as a custodian of the Fund
with respect to the cash or assets so delivered. The Trust may amend
Schedule B from time to time to add or delete a Repo Custodian or
change the identification of the account maintained by a Repo
Custodian for the Fund by delivering Special Instructions (as defined
herein) to the Custodian. The term Special Instructions shall mean
written instructions executed by at least two officers of the Fund
holding the office of Vice President or higher.
H. Payments for Repurchase or Redemptions of Shares of the Fund(s)
From such funds as may be available, but subject to the limitations of the
Master Trust Instrument and any applicable votes of the Trust's Board of
Trustees pursuant thereto, the Custodian will, upon receipt of
4
<PAGE> 5
instructions from the Transfer Agent, make funds available for payment to
holders of Shares of the Fund(s) who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares.
I. Appointment of Agents
The Custodian may at any time in its discretion appoint, but only in
accordance with an applicable vote by the Board of Trustees of the Trust, any
bank or trust company, which is qualified under the 1940 Act to act as a
custodian, as its agent or sub-custodian to carry out such of the provisions of
this Article II as the Custodian may from time to time direct; provided that the
appointment of any such agent or sub-custodian will not relieve the Custodian of
any of its responsibilities or liabilities hereunder.
J. Deposit of Trust Assets in Securities Systems
The Custodian may deposit and/or maintain securities owned by the Trust on
behalf of the Fund(s) in a clearing agency registered with the Securities and
Exchange Commission (the "SEC") under Section 17A of the Securities Exchange Act
of 1934, which acts as a securities depository, or in the book-entry system
authorized by the U.S. Department of the Treasury and certain federal agencies
(collectively referred to herein as a "Securities System") in accordance with
applicable Federal Reserve Board and SEC rules and regulations, if any, and
subject to the following provisions:
1. The Custodian may keep securities owned by the Trust on behalf of the
Fund(s) in a Securities System provided that such securities are
represented in an account ("Account") of the Custodian in the
Securities System which will not include any assets of the Custodian
other than assets held as a fiduciary, custodian, or otherwise for
customers;
2. The records of the Custodian with respect to securities owned by the
Trust on behalf of the Fund(s) which are maintained in a Securities
System will identify by book-entry those securities belonging to the
Fund(s);
3. The Custodian will pay for securities purchased for the account of the
Fund(s) upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and transfer for the account of the Fund(s). The Custodian
will transfer securities sold for the account of the Fund(s) upon (i)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of
an entry on the records of the Custodian to reflect such transfer and
payment for the account of the Fund(s). The Custodian will furnish the
Trust a monthly account statement showing confirmation of each
transfer to or from the account of the Fund(s) and each day's
transactions in the Securities System for the account of the Fund(s);
4. The book-entry system of the Federal Reserve System authorized by the
U.S. Department of the Treasury and the Depository Trust Company, a
clearing agency registered with the SEC, each are hereby specifically
approved as a Securities System, provided that any changes in these
arrangements shall be subject to the approval of the Board of Trustees
of the Trust; and
5. The Custodian will be liable to the Trust on behalf of any Fund for
any direct loss or damage to the Trust on behalf of any Fund resulting
from use of the Securities System to the extent caused by the gross
negligence, misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees. In no event will the
Custodian be liable for any indirect, special, consequential or
punitive damages.
5
<PAGE> 6
K. Segregated Accounts
The Custodian, upon receipt of Proper Instructions (as hereinafter defined)
from the Trust on behalf of any one or more applicable Funds, shall establish a
segregated account for and on behalf of each such Fund into which account or
accounts may be transferred cash and/or securities, including securities
maintained in an account by the Custodian pursuant to Article II(J) hereof:
(a) in accordance with and subject to the provisions of any agreement
("Escrow Agreement") among the Trust, on behalf of each Fund(s), the
Custodian and a broker-dealer registered under the Securities Exchange
Act and a member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act) (collectively,
"Broker-dealer"), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission and any
registered contract market), or of any similar organization(s),
regarding escrow or other arrangements in connection with transactions
by such Fund(s);
(b) for purposes of segregating cash and for securities in connection with
options purchased, sold or written by the Fund(s) or commodity futures
contracts or options thereon purchased, sold or written by the
Fund(s);
(c) for purposes of compliance by the Fund(s) with the procedures required
by Investment Company Act Release 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered investment companies;
(d) to hold securities subject to repurchase agreements, to the extent
that certificates for such securities are held in physical custody;
and
(e) for other proper Trust purposes, but only, in the case of this clause
(e), upon receipt of proper instructions from the Trust on behalf of
the applicable Fund(s) setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper Trust
purposes.
L. Ownership Certificates for Tax Purposes
The Custodian will execute ownership and other certificates and affidavits
for all federal and state tax purposes in connection with receipt of income or
other payments with respect to securities of the Fund(s) held by it and in
connection with transfers of securities of the Fund(s).
M. Proxies
The Custodian will cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in the name
of the Trust on behalf of the Fund(s) or a nominee of the Trust, all proxies,
without indication of the manner in which such proxies are to be voted, and will
promptly deliver to the Fund that holds such securities, such proxies, all proxy
soliciting materials and all notices relating to such securities.
N. Communications Relating to Securities of the Fund(s)
The Custodian will transmit promptly to a Fund all written information
(including, without limitation, pendency of calls and maturities of securities
and expirations of rights in connection therewith) received by the Custodian
from issuers of the securities being held for the Fund. With respect to tender
or exchange offers with respect to securities held by a Fund, the Custodian will
transmit promptly to the Fund all written information
6
<PAGE> 7
received by the Custodian from issuers of the securities whose tender or
exchange is sought and from the party (or its agents) making the tender or
exchange offer. If a Fund desires to take action with respect to any such tender
offer, exchange offer or any other similar transaction, the Fund will notify the
Custodian at least five business days prior to the date on which the Custodian
is to take such action.
O. Proper Instructions
"Proper Instructions" as used herein mean a writing signed or initialed by
one or more person or persons in such manner as the Board of Trustees will have
authorized from time to time. Each writing will set forth the transaction
involved, including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered proper instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The Trust will
cause all oral instructions to be confirmed promptly in writing. Upon receipt of
a certificate of the Secretary or an Assistant Secretary as to the authorization
by the Board of Trustees of the Trust accompanied by a detailed description of
procedures approved by the Board of Trustees, proper instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Board of Trustees and the Custodian are satisfied that
such procedures afford adequate safeguards for the assets of the Trust.
P. Actions Permitted Without Express Authority
The Custodian may, in its discretion, without express authority from the
Trust:
1. make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement, provided that all such payments will be accounted for to
the Trust;
2. surrender securities in temporary form for securities in definitive
form;
3. endorse for collection, in the name of the Trust on behalf of the
Fund(s), checks, drafts and other negotiable instruments; and
4. in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Trust, except as
otherwise directed by the Trust or the Board of Trustees of the Trust.
Q. Evidence of Authority
The Custodian will be protected in acting upon any instruction, notice,
request, consent, certificate or other instrument or paper reasonably believed
by it to be genuine and to have been properly executed by or on behalf of the
Trust. The Custodian may receive and accept a certified copy of a vote of the
Board of Trustees of the Trust as conclusive evidence (a) of the authority of
any person to act in accordance with such vote, or (b) of any determination or
of any action by the Board of Trustees as described in such vote, and such vote
may be considered as in full force and effect until receipt by the Custodian of
written notice to the contrary.
III. Duties of Custodian with Respect to Books of Account
The Custodian will cooperate with and supply to the entity or entities
appointed to keep the books of account of the Trust such information in the
possession of the Custodian as is reasonably necessary to the maintenance of the
books of account of the Trust.
IV. Records
7
<PAGE> 8
The Custodian will create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Trust under the 1940 Act, including, without limitation,
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records will
be property of the Trust and will at all times during the regular business hours
of the Custodian be open for inspection by duly authorized officers, employees
or agents of the Trust and employees and agents of the SEC. The Custodian will,
upon request, provide the Trust with a tabulation of securities held by the
Custodian on behalf of the Fund(s), and will, upon request, and for such
compensation as will be agreed upon between the Trust and the Custodian, include
certificate numbers in such tabulations.
V. Opinion of Trust's Independent Accountant
The Custodian will take all reasonable action, as the Trust may from time
to time request, to obtain from year to year favorable opinions from the Trust's
independent accountants with respect to its activities hereunder in connection
with the preparation of the Trust's Form N-1A, Form N-SAR or other annual or
semiannual reports to the SEC and with respect to any other requirements of the
SEC.
VI. Reports to Trust by Auditors
The Custodian will provide the Trust, at such times as the Trust may
reasonably request, with reports by its internal or independent auditors on the
accounting system, internal accounting controls and procedures for safeguarding
securities, including reports available on securities deposited and/or
maintained in a Securities System, relating to the services provided by the
Custodian under this Agreement. Such reports will be of sufficient scope and in
sufficient detail as may reasonably be required by the Trust to provide
reasonable assurance that any material inadequacies would be disclosed, will
state in detail material inadequacies disclosed by such examination, and if
there are no such inadequacies, will so state.
VII. Compensation of Custodian
For the normal services the Custodian provides under this Custody
Agreement, the Custodian will be entitled to reasonable compensation as agreed
to between the Trust and the Custodian from time to time. Until agreed
otherwise, the compensation will be as set forth on Schedule A attached hereto
and made part hereof, as such Schedule may be amended from time to time. After
two years from the date of this Agreement, the fee set forth in Schedule A
hereto is subject to an annual review and adjustment process. In the event the
Custodian provides any extraordinary services hereunder, it will be entitled to
additional reasonable compensation as agreed upon in advance with the Trust.
VIII. Responsibility of Custodian/Indemnification
So long as and to the extent that it has exercised reasonable care, the
Custodian will not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement and will be held harmless in acting upon any notice, request,
consent, certificate or other instrument reasonably believed by it to be genuine
and to be signed by the proper party or parties.
The Custodian will be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Trust) on all matters, and will be without
liability for any action reasonably taken or omitted pursuant to such advice.
The Custodian will exercise reasonable care in carrying out the provisions
of this Agreement and shall be without liability for any action taken or omitted
by it in good faith and without negligence. The Trust will indemnify the
Custodian and hold it harmless from and against all claims, liabilities, and
expenses (including attorneys' fees) which the Custodian may suffer or incur on
account of being Custodian hereunder, except to the extent such claims,
liabilities and expenses are caused by the Custodian's own negligence or bad
faith.
8
<PAGE> 9
Notwithstanding the foregoing, nothing contained in this paragraph is intended
to nor will it be construed to modify the standards of care and responsibility
set forth in Article II, Section I hereof with respect to sub-custodians and in
Article II, Section J(5) hereof with respect to the Securities System.
If the Trust requires the Custodian to take any action with respect to
securities, which involves the payment of money or which may, in the reasonable
opinion of the Custodian, result in liability or expense to the Custodian or its
nominee, the Trust, as a prerequisite to requiring the Custodian to take such
action, will provide indemnity to the Custodian in an amount and form
satisfactory to it.
IX. Effective Period; Termination; Amendment
This Agreement will become effective as of the date hereof and remain
effective until terminated as provided herein. This Agreement may be amended at
any time only by written instrument signed by both parties. This Agreement may
be terminated at any time on sixty (60) days' written notice by either party;
provided that the Trust will not amend or terminate the Agreement in
contravention of any applicable federal or state regulations, or any provision
of the governing documents of the Trust, and further provided, that the Trust
may at any time by action of its Board of Trustees immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the applicable federal regulator or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction. Upon termination of this Agreement, the Trust will pay to the
Custodian any fees incurred as a result of the termination transfer of assets,
and reimburse the Custodian for all costs, expenses and disbursements that are
due as of the date of such termination.
X. Successor Custodian
If a successor custodian is appointed by the Board of Trustees of the
Trust, the Custodian will, upon termination, deliver to such successor custodian
at the office of the Custodian, duly endorsed and in the form for transfer, all
securities and other assets of the Trust then held by it hereunder. The
Custodian will also deliver to such successor custodian copies of such books and
records relating to the Trust as the Trust and Custodian may mutually agree.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees will have been delivered to
the Custodian on or before the date when such termination will become effective,
then the Custodian will have the right to deliver to a bank or trust company of
its own selection, doing business in the state in which either the principal
place of business of the Trust or the Custodian is located and having an
aggregate capital, surplus, and undivided profits of not less than $25,000,000,
all securities, funds and other properties held by the Custodian under this
Agreement. Thereafter, such bank or trust company will be the successor of the
Custodian under this Agreement.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of vote referred to, or of
the Board of Trustees to appoint a successor custodian, the Custodian will be
entitled to fair compensation for its services during such period as the
Custodian and retain possession of such securities, funds and other properties
and the provisions of this Agreement relating to the duties and obligations of
the Custodian will remain in full force and effect.
XI. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and the
Trust may from time to time agree on such provisions interpretive of, or in
addition to, the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions will be in writing signed by both parties, provided that
no such interpretive or additional provisions will contravene any
9
<PAGE> 10
applicable federal or state regulations or any provision of the governing
documents of the Trust. No interpretive or additional provisions made as
provided in the preceding sentence will be deemed to be an amendment of this
Agreement.
XII. Delaware Law to Apply
This Agreement will be deemed to be a contract made in Delaware and
governed by the internal laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof. If any provision of this Agreement
will be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement will not be affected thereby. This Agreement
will be binding and will inure to the benefit of the parties hereto and their
respective successors.
XIII. Limitation of Liability
The "Trust" means and refers to the Trustees from time to time serving
under the Master Trust Agreement of Lend Lease Funds, a Delaware business trust,
as the same may be amended from time to time. The obligations of Lend Lease
Funds hereunder shall not be binding upon any of its Trustees, shareholders,
nominees, officers, agents or employees personally, but shall bind only the
trust property of the Trust, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been authorized by the Trustees
and signed by an officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in its Master Trust Agreement.
XIV. Several Obligations of the Trust
The Trust is a series company with multiple portfolios and has entered
into this Agreement on behalf of those portfolios identified in Exhibit C
hereto, as amended from time to time on notice to the Custodian. With respect to
any obligation of the Trust on behalf of any Fund arising hereunder, the
Custodian shall look for payment or satisfaction of such obligations solely to
the assets and property of the Fund to which such obligation relates as though
the Trust had separately contracted with the Custodian by separate written
instrument with respect to each Fund. In addition, this Agreement may be
terminated with respect to one or more Funds without affecting the rights,
duties or obligations of any of the other Funds.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on behalf by its duly authorized representative and its
seal to be hereunder affixed as of the date first written above.
[SEAL] LEND LEASE FUNDS
By:
--------------------------------
Mark A. Hoopes, Vice President
[SEAL] WILMINGTON TRUST COMPANY
By:
---------------------------------
( ), Vice President
------------
10
<PAGE> 11
11
<PAGE> 12
SCHEDULE A
LEND LEASE FUNDS
FEE SCHEDULE
For the services Custodian provides under this Custody Agreement, the Trust, on
behalf of the Fund(s) listed in Schedule C, agrees to pay to the Custodian a
fee, payable monthly, expressed as follows:
FEE SCHEDULE
Custody Administration Fee:
An annual domestic custody administration fee
based upon the calendar month end net asset
value as follows:
.01% on the first $100 million;
.0075% on the next $100 million; and
.0050% on the assets in excess of $200 million;
Or, if applicable, an annual global custody
administration fee based upon the calendar month
end net asset value as follows:
.095% on the first $100 million;
.075% on the next $100 million;
Transactions:
$10 per principal payment for securities such as
GNMA, FNMA, FHLMC, CMO and Corporate Bonds held at
storage locations: Federal Reserve (FED), Bankers
Trust (BTC), Depository Trust Company (DTC) and
Wilmington Trust (WTC);
$10 per domestic purchase and sale at DTC, FED and
other storage locations; free delivery; call and
put option; futures; purchase through dividend
reinvestment;
$50 per foreign purchase and sale; voluntary
tender offer, purchase offer and exchange offer;
purchase and sale held at WTC and BTC;
$65 per Eurodollar purchase and sale;
$10 for each incoming wire and $10 for each
outgoing wire;
Plus any out-of-pocket expenses, including legal
fees.
A Fund's aggregate custody administration and transaction fees under this
Custody Agreement will be subject to an annual minimum amount of $3,000.
<PAGE> 13
SCHEDULE B
LEND LEASE FUNDS
TRI-PARTY REPO'S
13
<PAGE> 14
EXHIBIT C
LEND LEASE FUNDS
Lend Lease U.S. Real Estate Securities Fund
14
