<PAGE>
PAGE 1
Registration No.: 811-07105, 33-50549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Post-Effective Amendment No. 1 / X /
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 5 / X /
CUNA MUTUAL FUNDS, INC.
_________________________________
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
___________________________________________________
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, including Area Code 410-547-2000
____________
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
_______________________________________
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box):
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933+
Pursuant to Section 24f-2 of the Investment Company Act of 1940,
the Registrant has registered an indefinite number of securities
under the Securities Act of 1933 and intends to file a 24f-2
notice by July 30, 1994.
+Not applicable, as no securities are being registered by this
Post-Effective Amendment No. 1 to the Registration Statement.
<PAGE>
PAGE 2
CUNA MUTUAL TAX-FREE INTERMEDIATE-TERM FUND
CROSS REFERENCE SHEET
N-1A Item No. Location
_____________ _________
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Transaction Costs and
Fund Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Transaction Costs and
Registrant Fund Expenses; Fund and
Market Characteristics:
What to Expect; The
Fund's Organization and
Management;
Understanding
Performance Information;
Investment Programs and
Practices; Types of Fund
Management Practices;
Ratings of Municipal
Debt Securities
Item 5. Management of Fund Transaction Costs and
Fund Expenses; Fund and
Market Characteristics:
What to Expect; The
Fund's Organization and
Management
Item 6. Capital Stock and Other Useful Information on
Securities Distributions and Taxes;
The Fund's Organization
and Management
Item 7. Purchase of Securities Being Pricing Shares and
Offered Receiving Sale Proceeds;
Transaction Procedures
and Special
Requirements; Meeting
Requirements for New
Accounts; Shareholder
Services
Item 8. Redemption or Repurchase Pricing Shares and
Receiving Sale Proceeds;
Transaction Procedures
and Special
Requirements; Exchanging
and Redeeming Shares;
Shareholder Services
<PAGE>
PAGE 3
Item 9. Pending Legal Proceedings +
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History+
Item 13. Investment Objectives and Investment Objective
Policies and Policies; Investment
Objective; Portfolio
Management Activities;
Investment Restrictions;
Investment Performance
Item 14. Management of the Registrant Joint Venture; Fund
Management and
Administration
Item 15. Control Persons and Principal Principal Holders of
Holders of Securities Securities
Item 16. Investment Advisory and Other Investment Advisory
Services Services; Custodian;
Independent Accountants;
Legal Counsel
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Dividends; Development
Securities of the CUNA Mutual Funds
Item 19. Purchase, Redemption and PricingPricing of Securities;
of Securities Being Offered Net Asset Value Per
Share; Federal and State
Registration of Shares;
Ratings of Municipal
Debt Securities; Ratings
of Municipal Notes and
Variable Rate
Securities; Ratings of
Commercial Paper
Item 20. Tax Status Tax Status
Item 21. Underwriters Fund Distribution
Item 22. Calculation of Yield Quotations of
Money Market Funds +
Item 23. Financial Statements Incorporated by Reference
from Annual Report
PART C
Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C to this Registration
Statement
___________________________________
+ Not applicable or negative answer
<PAGE>
PAGE 4
CUNA MUTUAL U.S. GOVERNMENT INCOME FUND
CROSS REFERENCE SHEET
N-1A Item No. Location
_____________ _________
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Transaction Costs and
Fund Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Transaction Costs and
Registrant Fund Expenses; Fund and
Market Characteristics:
What to Expect; The
Fund's Organization and
Management;
Understanding
Performance Information;
Investment Programs and
Practices; Types of Fund
Management Practices;
Ratings of Corporate
Debt Securities
Item 5. Management of Fund Transaction Costs and
Fund Expenses; Fund and
Market Characteristics:
What to Expect; The
Fund's Organization and
Management
Item 6. Capital Stock and Other Useful Information on
Securities Distributions and Taxes;
The Fund's Organization
and Management
Item 7. Purchase of Securities Being Pricing Shares and
Offered Receiving Sale Proceeds;
Transaction Procedures
and Special
Requirements; Meeting
Requirements for New
Accounts; Shareholder
Services
Item 8. Redemption or Repurchase Pricing Shares and
Receiving Sale Proceeds;
Transaction Procedures
and Special
Requirements; Exchanging
<PAGE>
PAGE 5
and Redeeming Shares;
Shareholder Services
Item 9. Pending Legal Proceedings +
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History+
Item 13. Investment Objectives and Investment Objective
Policies and Policies; Investment
Objective; Portfolio
Management Activities;
Investment Restrictions;
Investment Performance
Item 14. Management of the Registrant Joint Venture; Fund
Management and
Administration
Item 15. Control Persons and Principal Principal Holders of
Holders of Securities Securities
Item 16. Investment Advisory and Other Investment Advisory
Services Services; Custodian;
Independent Accountants;
Legal Counsel
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Dividends; Development
Securities of the CUNA Mutual Funds
Item 19. Purchase, Redemption and PricingPricing of Securities;
of Securities Being Offered Net Asset Value Per
Share; Federal and State
Registration of Shares;
Ratings of Commercial
Paper; Ratings of
Corporate Debt
Securities
Item 20. Tax Status Tax Status
Item 21. Underwriters Fund Distribution
Item 22. Calculation of Yield Quotations of
Money Market Funds +
Item 23. Financial Statements Incorporated by Reference
from Annual Report
PART C
Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C to this Registration
Statement
___________________________________
+ Not applicable or negative answer
<PAGE>
PAGE 6
CUNA MUTUAL CORNERSTONE FUND
CROSS REFERENCE SHEET
N-1A Item No. Location
_____________ _________
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Transaction Costs and
Fund Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Transaction Costs and
Registrant Fund Expenses; Fund and
Market Characteristics:
What to Expect; The
Fund's Organization and
Management;
Understanding
Performance Information;
Investment Programs and
Practices; Types of Fund
Management Practices;
Ratings of Corporate
Debt Securities
Item 5. Management of Fund Transaction Costs and
Fund Expenses; Fund and
Market Characteristics:
What to Expect; The
Fund's Organization and
Management
Item 6. Capital Stock and Other Useful Information on
Securities Distributions and Taxes;
The Fund's Organization
and Management
Item 7. Purchase of Securities Being Pricing Shares and
Offered Receiving Sale Proceeds;
Transaction Procedures
and Special
Requirements; Meeting
Requirements for New
Accounts; Shareholder
Services
Item 8. Redemption or Repurchase Pricing Shares and
Receiving Sale Proceeds;
Transaction Procedures
and Special
Requirements; Exchanging
and Redeeming Shares;
Shareholder Services
<PAGE>
PAGE 7
Item 9. Pending Legal Proceedings +
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History+
Item 13. Investment Objectives and Investment Objectives
Policies and Policies; Investment
Objectives; Portfolio
Management Activities;
Investment Restrictions;
Investment Performance
Item 14. Management of the Registrant Joint Venture; Fund
Management and
Administration
Item 15. Control Persons and Principal Principal Holders of
Holders of Securities Securities
Item 16. Investment Advisory and Other Investment Advisory
Services Services; Custodian;
Independent Accountants;
Legal Counsel
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Dividends; Development
Securities of the CUNA Mutual Funds
Item 19. Purchase, Redemption and PricingPricing of Securities;
of Securities Being Offered Net Asset Value Per
Share; Federal and State
Registration of Shares;
Ratings of
Corporate Debt
Securities
Item 20. Tax Status Tax Status
Item 21. Underwriters Fund Distribution
Item 22. Calculation of Yield Quotations of
Money Market Funds +
Item 23. Financial Statements Incorporated by Reference
from Annual Report
PART C
Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C to this Registration
Statement
___________________________________
+ Not applicable or negative answer
<PAGE>
PAGE 8
The definitive prospectus and Statement of Additional Information for the CUNA
Mutual Funds, Inc. filed pursuant to Rule 497 on January 27, 1994, is hereby
incorporated by reference.
<PAGE>
PAGE 9
CUNA MUTUAL FUNDS, INC.
______________________________________________________________________________
CUNA Mutual Cornerstone Fund
Supplement to Prospectus dated December 30, 1993
______________________________________________________________________________
Financial The following table provides information about the Fund's
financial history.
Highlights It is based on a single share outstanding for the period
December 30, 1993 (commencement of operations) to May 31,
1994. The table is part of the Fund's financial statements
which are included in the Fund's annual report and
incorporated by reference into the Statement of Additional
Information, which is available to shareholders. The
financial statements in the annual report have been audited by
Price Waterhouse, independent accountants, whose unqualified
report covers the period shown.
______________________________________________________________________________
Investment Activities Distributions
______________________________________________________________________________
Net Realized Total
and from
Net Asset Net Unrealized Invest- Net
Value, Invest-Gain/(Loss) ment Invest- Net Total
Period Ended, Beginning ment on Activi- mentRealized Distri-
May 31 of Period Income Investments ties IncomeGain butions
______________________________________________________________________________
1994 $10.00 $.08 $(.28) $(.20) $(.05) -- $(.05)
______________________________________________________________________________
End of Period
______________________________________________________________________________
Ratio
Total of Net
Net Asset Return Ratio of Investment
Value, (Includes Expenses Income Portfolio
Period Ended,End of Reinvested to Averageto AverageTurnover
May 31 Period Dividends) Net Assets Net AssetsNet Assets Rate
______________________________________________________________________________
1994 $9.75 (2.00)% $2,481,943 1.50%* 2.23%* 308.5%*
______________________________________________________________________________
* Annualized.
Beginning April 1, 1994, the minimum initial deposit requirement for systematic
investing, described on page 23 of the prospectus, will be $1,000 ($500 for
IRAs), with a minimum of $100 per month thereafter.
______________________________________________________________________________
The date of this Supplement is August 3, 1994.
______________________________________________________________________________
<PAGE>
PAGE 10
CUNA MUTUAL FUNDS, INC.
______________________________________________________________________________
CUNA Mutual U.S. Government Income Fund
Supplement to Prospectus dated December 30, 1993
______________________________________________________________________________
Financial The following table provides information about the Fund's
financial history.
Highlights It is based on a single share outstanding for the period
December 30, 1993 (commencement of operations) to May 31,
1994. The table is part of the Fund's financial statements
which are included in the Fund's annual report and
incorporated by reference into the Statement of Additional
Information, which is available to shareholders. The
financial statements in the annual report have been audited by
Price Waterhouse, independent accountants, whose unqualified
report covers the period shown.
______________________________________________________________________________
Investment Activities Distributions
______________________________________________________________________________
Net Realized Total
and from
Net Asset Net Unrealized Invest- Net
Value, Invest-Gain/(Loss) ment Invest- Net Total
Period Ended, Beginning ment on Activi- mentRealized Distri-
May 31 of Period Income Investments ties IncomeGain butions
______________________________________________________________________________
1994 $10.00 $.27 $(.46) $(.19) $(.27) -- $(.27)
______________________________________________________________________________
End of Period
______________________________________________________________________________
Ratio
Total of Net
Net Asset Return Ratio of Investment
Value, (Includes Expenses Income Portfolio
Period Ended,End of Reinvested to Averageto AverageTurnover
May 31 Period Dividends) Net Assets Net AssetsNet Assets Rate
______________________________________________________________________________
1994 $9.54 (1.93)% $2,214,095 1.25%* 6.67%* 195.5%*
______________________________________________________________________________
* Annualized.
Beginning April 1, 1994, the minimum initial deposit requirement for systematic
investing, described on page 22 of the prospectus, will be $1,000 ($500 for
IRAs), with a minimum of $100 per month thereafter.
______________________________________________________________________________
The date of this Supplement is August 3, 1994.
______________________________________________________________________________
<PAGE>
PAGE 11
CUNA MUTUAL FUNDS, INC.
______________________________________________________________________________
CUNA Mutual Tax-Free Intermediate-Term Fund
Supplement to Prospectus dated December 30, 1993
______________________________________________________________________________
Financial The following table provides information about the Fund's
financial history.
Highlights It is based on a single share outstanding for the period
December 30, 1993 (commencement of operations) to May 31,
1994. The table is part of the Fund's financial statements
which are included in the Fund's annual report and
incorporated by reference into the Statement of Additional
Information, which is available to shareholders. The
financial statements in the annual report have been audited by
Price Waterhouse, independent accountants, whose unqualified
report covers the period shown.
______________________________________________________________________________
Investment Activities Distributions
______________________________________________________________________________
Net Realized Total
and from
Net Asset Net Unrealized Invest- Net
Value, Invest-Gain/(Loss) ment Invest- Net Total
Period Ended, Beginning ment on Activi- mentRealized Distri-
May 31 of Period Income Investments ties IncomeGain butions
______________________________________________________________________________
1994 $10.00 $.14 $(.32) $(.18) $(.14) -- $(.14)
______________________________________________________________________________
End of Period
______________________________________________________________________________
Ratio
Total of Net
Net Asset Return Ratio of Investment
Value, (Includes Expenses Income Portfolio
Period Ended,End of Reinvested to Averageto AverageTurnover
May 31 Period Dividends) Net Assets Net AssetsNet Assets Rate
______________________________________________________________________________
1994 $9.68 (1.79)% $2,210,248 1.00%* 3.47%* 139.4%*
______________________________________________________________________________
* Annualized.
Beginning April 1, 1994, the minimum initial deposit requirement for systematic
investing, described on page 23 of the prospectus, will be $1,000, with a
minimum
of $100 per month thereafter.
______________________________________________________________________________
The date of this Supplement is August 3, 1994.
______________________________________________________________________________
<PAGE>
PAGE 12
CUNA MUTUAL FUNDS, INC.
______________________________________________________________________________
CUNA Mutual Cornerstone Fund
CUNA Mutual U.S. Government Income Fund
CUNA Mutual Tax-Free Intermediate-Term Fund
Supplement to Statement of Additional Information dated December 30, 1993
______________________________________________________________________________
The financial statements of the CUNA Mutual Cornerstone, CUNA Mutual U.S.
Government Income, and CUNA Mutual Tax-Free Intermediate-Term Funds for the
period December 30, 1993 (commencement of operations) to May 31, 1994, are
included in each Fund's Annual Report on pages 4 through 10 for the CUNA Mutual
Cornerstone Fund, 4 through 7 for the CUNA Mutual U.S. Government Income Fund,
and 4 through 9 for the CUNA Mutual Tax-Free Intermediate-Term Fund. A copy of
each Annual Report accompanies this Statement of Additional Information. The
following financial statements and the report of independent accountants
appearing in each Annual Report for the period ended May 31, 1994, are
incorporated into this Statement of Additional Information by reference:
CUNA Mutual
Cornerstone Fund
Annual Report Page
Portfolio of Investments, May 31, 1994 4-6
Statement of Assets and Liabilities, May 31, 1994 6
Statement of Operations, December 30, 1993 (Commencement of 7
Operations) to May 31, 1994
Statement of Changes in Net Assets, December 30, 1993 7
(Commencement of Operations) to May 31, 1994
Notes to Financial Statements, May 31, 1994 8-9
Financial Highlights, December 30, 1993 (Commencement 10
of Operations) to May 31, 1994
Report of Independent Accountants 10
CUNA Mutual U.S.
Government Income Fund
Annual Report Page
Statement of Net Assets, May 31, 1994 4
Statement of Operations, December 30, 1993 (Commencement of 5
of Operations) to May 31, 1994
Statement of Changes in Net Assets, December 30, 1993 5
(Commencement of Operations) to May 31, 1994
Notes to Financial Statements, May 31, 1994 6
Financial Highlights, December 30, 1993 (Commencement 7
of Operations) to May 31, 1994
Report of Independent Accountants 7<PAGE>
PAGE 13
CUNA MUTUAL FUNDS, INC.
Supplement to Statement of Additional Information,
dated August 3, 1994
Page Two
CUNA Mutual Tax-Free
Intermediate-Term Fund
Annual Report Page
Statement of Net Assets, May 31, 1994 4-5
Statement of Operations, December 30, 1993 (Commencement of 5
of Operations) to May 31, 1994
Statement of Changes in Net Assets, December 30, 1993 6
(Commencement of Operations) to May 31, 1994
Notes to Financial Statements, May 31, 1994 6-7
Financial Highlights, December 30, 1993 (Commencement 8
of Operations) to May 31, 1994
Report of Independent Accountants 9
______________________________________________________________________________
The date of this Supplement is August 3, 1994.
______________________________________________________________________________
jmj/CUNA7-94.stk<PAGE>
PAGE 14
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Condensed Financial Information (Financial Highlights table) is
included in Part A of the Registration Statement.
CUNA Mutual Cornerstone Fund - Portfolio of Investments,
Statement
of Assets and Liabilities, Statement of Operations, and Statement of Changes in
Net Assets are included in the Annual Reports to Shareholders, the pertinent
portions of which are incorporated by reference in Part B of the Registration
Statement.
CUNA Mutual U.S. Government Income Fund - Statement of Net
Assets,
Statement of Operations, and Statement of Changes in Net Assets are included in
the Annual Reports to Shareholders, the pertinent portions of which are
incorporated by reference in Part B of the Registration Statement.
CUNA Mutual Tax-Free Intermediate-Term Fund - Statement of Net
Assets, Statement of Operations, and Statement of Changes in Net Assets are
included in the Annual Reports to Shareholders, the pertinent portions of which
are incorporated by reference in Part B of the Registration Statement.
(b) Exhibits
(1) Articles of Incorporation of Registrant,
dated October 6, 1993 (filed with initial
Registration Statement)
(2) By-Laws of Registrant (filed with initial
Registration Statement)
(3) Inapplicable
(4) See Article SIXTH, Capital Stock,
Paragraphs (b)-(g) of the Articles of
Incorporation, Article II, Shareholders,
Sections 2.01-2.11 and Article VIII,
Capital Stock, Sections 8.01-8.05 of the
Bylaws filed as Exhibits to this
Registration Statement
<PAGE>
PAGE 15
(5)(a) Investment Management and Administration
Agreement between Registrant, on behalf of
CUNA Mutual Cornerstone Fund, and CMC--T.
Rowe Price Management, LLC ("Joint
Venture") (filed with Amendment No. 2)
(5)(b) Investment Management and Administration
Agreement between Registrant, on behalf of
CUNA Mutual U.S. Government Income Fund,
and Joint Venture (filed with Amendment No. 2)
(5)(c) Investment Management and Administration
Agreement between Registrant, on behalf of
CUNA Mutual Tax-Free Intermediate-Term
Fund, and Joint Venture (filed with Amendment No. 2)
(5)(d) Sub-Advisory Agreement between Registrant,
on behalf of CUNA Mutual Cornerstone Fund,
Joint Venture, and T. Rowe Price
Associates, Inc. (filed with Amendment No. 2)
(5)(e) Sub-Advisory Agreement between Registrant,
on behalf of CUNA Mutual U.S. Government
Income Fund, Joint Venture, and T. Rowe
Price Associates, Inc. (filed with Amendment No. 2)
(5)(f) Sub-Advisory Agreement between Registrant,
on behalf of CUNA Mutual Tax-Free
Intermediate-Term Fund, Joint Venture, and
T. Rowe Price Associates, Inc. (filed with Amendment
No. 2)
(6)(a) Underwriting Agreement between Registrant
and T. Rowe Price Investment Services,
Inc. (filed with Amendment No. 2)
(6)(b) Underwriting Agreement between Registrant
and CUNA Brokerage Services, Inc. (filed with
Amendment No. 2)
(7) Inapplicable
(8)(a) Custodian Agreement between Registrant,
Joint Venture, and State Street Bank and
Trust Company (filed with Amendment No. 2)
(8)(b) Global Custody Agreement between Registrant, on
behalf of the CUNA Mutual Cornerstone
Fund, and The Chase Manhattan Bank,
N.A., dated January 3, 1994, amended to
April 18, 1994
(9)(a) Transfer Agency and Service Agreement
between Registrant, Joint Venture, and T.
Rowe Price Services, Inc. (filed with Amendment
No. 2)
(9)(b) Agreement between Registrant, Joint
Venture, and T. Rowe Price Associates,
Inc. for Fund Accounting Services (filed with
Amendment No. 2)
<PAGE>
PAGE 16
(10) Opinion of Counsel
(11) Consent of Independent Accountants
(12) Inapplicable
(13) Inapplicable
(14) Inapplicable
(15)(a) Service and Distribution Plan adopted by
Registrant, on behalf of CUNA Mutual
Cornerstone Fund (filed with Amendment No. 2)
(15)(b) Service and Distribution Plan adopted by
Registrant, on behalf of CUNA Mutual U.S.
Government Income Fund (filed with Amendment No. 2)
(15)(c) Service and Distribution Plan adopted by
Registrant, on behalf of CUNA Mutual Tax-
Free Intermediate-Term Fund (filed with Amendment
No. 2)
(16) Inapplicable
Item 25. Persons Controlled by or Under Common Control.
None.
Item 26. Number of Holders of Securities
As of May 31, 1994, there were 166 shareholders in the CUNA
Mutual Cornerstone Fund
As of May 31, 1994, there were 37 shareholders in the CUNA Mutual U.S.
Government Income Fund
As of May 31, 1994, there were 46 shareholders in the CUNA Mutual Tax-Free
Intermediate-Term Fund
<PAGE>
PAGE 17
Item 27. Indemnification
The Registrant maintains comprehensive Errors and
Omissions and Officers and Directors insurance policies written
by the Evanston Insurance Company, The Chubb Group and ICI
Mutual. These policies provide coverage for the named insureds,
which include the Registrant and CMC--T. Rowe Price Management,
LLC (the "Manager"), the manager to the Registrant. CUNA Mutual
Funds Management Company, L.L.C. is 50% owned by CUNA Mutual
Investment Corporation and 50% owned by CUNA Service Group, Inc.
T. Rowe Price Management, Inc. is a wholly-owned subsidiary of
Price Associates. In addition to the corporate insureds, the
policies
<PAGE>
PAGE 18
also cover the officers, directors, and employees of each of the
named insureds. The premium is allocated among the named
corporate insureds in accordance with the provisions of Rule
17d-1(d)(7) under the Investment Company Act of 1940.
General. The Charter of the Corporation provides that
to the fullest extent permitted by Maryland or federal law,
no director of officer of the Corporation shall be
personally liable to the Corporation or the holders of
Shares for money damages and each director and officer shall
be indemnified by the Corporation; provided, however, that
nothing herein shall be deemed to protect any director or
officer of the Corporation against any liability to the
Corporation of the holders of Shares to which such director
or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or
her office.
Article X, Section 10.01 of the Registrant's By-Laws
provides as follows:
Section 10.01 Indemnification and Payment of Expenses
in Advance. The Corporation shall indemnify any individual
("Indemnitee") who is a present or former director, officer,
employee, or agent of the Corporation, or who is or has been
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, who,
by reason of his position was, is, or is threatened to be
made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter collectively
referred to as a "Proceeding") against any judgments,
penalties, fines, settlements, and reasonable expenses
(including attorneys' fees) incurred by such Indemnitee in
connection with any Proceeding, to the fullest extent that
such indemnification may be lawful under applicable Maryland
law, as from time to time amended. The Corporation shall
pay any reasonable expenses so incurred by such Indemnitee
in defending a Proceeding in advance of the final
disposition thereof to the fullest extent that such advance
payment may be lawful under applicable Maryland law, as from
time to time amended. Subject to any applicable limitations
and requirements set forth in the Corporation's Articles of
<PAGE>
PAGE 19
Incorporation and in these By-Laws, any payment of
indemnification or advance of expenses shall be made in
accordance with the procedures set forth in applicable
Maryland law, as from time to time amended.
Notwithstanding the foregoing, nothing herein shall
protect or purport to protect any Indemnitee against any
liability to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of
his office ("Disabling Conduct").
Anything in this Article X to the contrary
notwithstanding, no indemnification shall be made by the
Corporation to any Indemnitee unless:
(a) there is a final decision on the merits by a court or
other body before whom the Proceeding was brought that
the Indemnitee was not liable by reason of Disabling
Conduct; or
(b) in the absence of such a decision, there is a
reasonable determination, based upon a review of the
facts, that the Indemnitee was not liable by reason of
Disabling Conduct, which determination shall be made
by:
(i) the vote of a majority of a quorum of directors
who are neither "interested persons" of the
Corporation as defined in Section 2(a)(19) of the
Investment Company Act of 1940, nor parties to the
Proceeding; or
(ii) an independent legal counsel in a written opinion.
Anything in this Article X to the contrary
notwithstanding, any advance of expenses by the Corporation
to any Indemnitee shall be made only upon the undertaking by
such Indemnitee to repay the advance unless it is ultimately
determined that such Indemnitee is entitled to
indemnification as above provided, and only if one of the
following conditions is met:
(a) the Indemnitee provides a security for his
undertaking; or
<PAGE>
PAGE 20
(b) the Corporation shall be insured against losses
arising by reason of any lawful advances; or
(c) there is a determination, based on a review of
readily available facts, that there is reason to
believe that the Indemnitee will ultimately be
found entitled to indemnification, which
determination shall be made by:
(i) a majority of a quorum of directors who are
neither "interested persons" of the
Corporation as defined in Section 2(a)(19)
of the Investment Company Act of 1940, nor
parties to the Proceeding; or
(ii) an independent legal counsel in a written
opinion.
Section 10.02 of the Registrant's By-Laws provides as
follows:
Section 10.02 Insurance of Officers, Directors,
Employees and Agents. To the fullest extent permitted by
applicable Maryland law and by Section 17(h) of the
Investment Company Act of 1940, as from time to time
amended, the Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or who is or was
serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise,
against any liability asserted against him and incurred by
him in or arising out of his position, whether or not the
Corporation would have the power to indemnify him against
such liability.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
<PAGE>
PAGE 21
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Manager.
The business and other connections of CMC--T. Rowe Price
Management, LLC ("Investment Manager") are as follows:
T. Rowe Price Management, Inc., a wholly-owned subsidiary of T.
Rowe Price Associates, Inc., is a Maryland corporation organized
in 1993 for the purpose of entering into a joint venture
arrangement with certain other persons named below to establish
and operate a mutual fund program to be offered to members of
credit unions.
T. Rowe Price Associates, Inc. ("Price Associates") is a Maryland
corporation organized in 1947. Price Associates is a registered
investment adviser which engages in a wide variety of investment
management activities including sponsoring and managing numerous
registered investment companies, managing private counsel client
accounts, acting as general partner and manager for a number of
private limited partnerships and, through the entities described
below, engaging in other investment management-related
activities.
Rowe Price-Fleming International, Inc. ("Price-Fleming"), a Maryland
corporation,
is a corporate joint venture 50% owned by TRP Finance, Inc., a wholly-owned
subsidiary of the Manager, and was organized in 1979 to provide investment
counsel service with respect to foreign securities for institutional investors
in the United States. Price-Fleming, in addition to managing private counsel
client accounts, also sponsors registered investment companies which invest in
foreign securities, serves as general partner of RPFI International Partners,
Limited Partnership, and provides investment advice to the T. Rowe Price Trust
Company, trustee of the International Common Trust Fund.
T. Rowe Price Investment Services, Inc. ("Investment Services"), a wholly- owned
subsidiary of the Manager, is a Maryland corporation organized in 1980 for the
purpose of acting as the principal underwriter and distributor for the Price
Funds. Investment Services is registered as a broker-dealer under the
Securities
Exchange Act of 1934 and is a member of the National Association of Securities
Dealers, Inc. In 1984, Investment Services expanded its activities to include
a discount brokerage service.
TRP Distribution, Inc., a wholly-owned subsidiary of Investment Services, is a
Maryland corporation organized in 1991. It was organized for and engages in the
sale of certain investment related products prepared by Investment Services.
T. Rowe Price Associates Foundation, Inc., was organized in 1981 for the purpose
of making charitable contributions to religious, charitable, scientific,
literary
and educational organizations. The Foundation (which is not a subsidiary of the
Manager) is funded solely by contributions from the Manager and income from
investments.
T. Rowe Price Services, Inc. ("Price Services"), a wholly-owned subsidiary
of the
Manager, is a Maryland corporation organized in 1982 and is registered as a
transfer agent under the Securities Exchange Act of 1934. Price Services
provides
transfer agent, dividend disbursing, and certain other services, including
shareholder services, to the Price Funds.
T. Rowe Price Retirement Plan Services, Inc. ("RPS"), a wholly-owned subsidiary
of the Manager, was incorporated in Maryland in 1991 and is registered as a
PAGE 22
transfer agent under the Securities Exchange Act of 1934. RPS provides
administrative, recordkeeping, and subaccounting services to administrators of
employee benefit plans.
T. Rowe Price Trust Company ("Trust Company"), a wholly-owned subsidiary of the
Manager, is a Maryland chartered limited purpose trust company, organized
in 1983 for the purpose of providing fiduciary services. The Trust Company
serves as trustee/custodian for employee benefit plans, common trust funds and
a few trusts.
T. Rowe Price Threshold Fund II, L.P., a Delaware limited partnership, was
organized in 1986 by the Manager, and invests in private financings of small
companies with high growth potential; the Manager is the General Partner of the
partnership.
RPFI International Partners, Limited Partnership, is a Delaware limited
partnership organized in 1985 for the purpose of investing in a diversified
group
of small and medium-sized rapidly growing non-U.S. companies.
Price-Fleming is the general partner of this partnership, and certain clients of
Price-Fleming are its limited partners.
T. Rowe Price Real Estate Group, Inc. ("Real Estate Group"), is a Maryland
corporation and a wholly-owned subsidiary of the Manager established in
1986 to
provide real estate services. Subsidiaries of Real Estate Group are: T.
Rowe
Price Realty Income Fund I Management, Inc., a Maryland corporation (General
Partner of T. Rowe Price Realty Income Fund I, A No-Load Limited Partnership),
T. Rowe Price Realty Income Fund II Management, Inc., a Maryland corporation
(General Partner of T. Rowe Price Realty Income Fund II, America's
Sales-Commission-Free Real Estate Limited Partnership), T. Rowe Price Realty
Income Fund III Management, Inc., a Maryland corporation (General Partner
of T.
Rowe Price Realty Income Fund III, America's Sales-Commission-Free Real
Estate
Limited Partnership, a Delaware limited partnership), and T. Rowe Price
Realty
Income Fund IV Management, Inc., a Maryland corporation (General Partner
of T.
Rowe Price Realty Income Fund IV, America's Sales-Commission-Free Real Estate
Limited Partnership). Real Estate Group serves as investment manager to T.
Rowe
Price Renaissance Fund, Ltd., A Sales-Commission-Free Real Estate Investment,
established in 1989 as a Maryland corporation which qualifies as a REIT.
T. Rowe Price Stable Asset Management, Inc. ("Stable Asset Management") is a
Maryland corporation organized in 1988 as a wholly-owned subsidiary of the
Manager. Stable Asset Management, which is registered as an investment
adviser
under the Investment Advisers Act of 1940, specializes in the management of
investment portfolios which seek stable and consistent investment returns
through
the use of guaranteed investment contracts, bank investment contracts,
structured
or synthetic investment contracts, and short-term fixed-income securities.
T. Rowe Price Recovery Fund Associates, Inc., a Maryland corporation, is a
wholly-owned subsidiary of the Manager organized in 1988 for the purpose of
serving as the General Partner of T. Rowe Price Recovery Fund, L.P., a
Delaware
limited partnership which invests in financially distressed companies.
T. Rowe Price (Canada), Inc. is a Maryland corporation organized in 1988 as a
wholly-owned subsidiary of the Manager. This entity is registered as an
investment adviser under the Investment Advisers Act of 1940, and may apply
for
registration as an investment manager under the Securities Act of Ontario in
order to be eligible to provide certain services to the RPF
International Bond Fund, a trust (whose shares are sold in Canada) which
Price-Fleming serves as investment adviser.
Since 1983, the Manager has organized several distinct Maryland limited
partnerships, which are informally called the Pratt Street Ventures
partnerships,
for the purpose of acquiring interests in growth-oriented businesses.
Tower Venture, Inc., a wholly-owned subsidiary of the Manager, is a Maryland
corporation organized in 1989 for the purpose of serving as a general partner
of
100 East Pratt St., L.P., a Maryland limited partnership whose limited
partners
also include the Manager. The purpose of the partnership is to further
develop
and improve the property at 100 East Pratt Street, the site of the Manager's
PAGE 23
headquarters, through the construction of additional office, retail and
parking
space.
TRP Suburban, Inc. is a Maryland corporation organized in 1990 as a wholly-
owned
subsidiary of the Manager. TRP Suburban has entered into agreements with
McDonogh School and CMANE-McDonogh-Rowe Limited Partnership to construct an
office building in Owings Mills, Maryland, which houses the Manager's
transfer
agent, plan administrative services, retirement plan services and operations
support functions.
TRP Finance, Inc. and TRP Finance MRT, Inc., wholly-owned subsidiaries of the
Manager, are Delaware corporations organized in 1990 to manage certain
passive
corporate investments and other intangible assets. TRP Finance MRT, Inc. was
dissolved on October 4, 1993.
T. Rowe Price Strategic Partners Fund, L.P. is a Delaware limited partnership
organized in 1990 for the purpose of investing in small public and private
companies seeking capital for expansion or undergoing a restructuring of
ownership. The general partner of the Fund is T. Rowe Price Strategic
Partners,
L.P., a Delaware limited partnership whose general partner is T. Rowe Price
Strategic Partners Associates, Inc., ("Strategic Associates"), a Maryland
corporation which is a wholly-owned subsidiary of the Manager. Strategic
Associates also serves as the general partner of T. Rowe Price Strategic
Partners
II, L.P., a Delaware limited partnership established in 1992, which in turn
serves as general partner of T. Rowe price Strategic Partners Fund II, L.P.,
a
Delaware limited partnership organized in 1992.
CMC Management, L.L.C. ("CMC") is a Maryland limited liability
company formed in 1993. CMC was formed to be a 50% member of the
Investment Manager and to provide certain management services and
assistance to the Investment Manager and the Principal
Underwriters. CUNA Mutual Investment Corporation and CUNA
Service Group, Inc. each own 50% of the interests in CMC.
CUNA Mutual Insurance Society ("CUNA Mutual") is a Wisconsin
mutual life insurance company formed in 1935. CUNA Mutual
provides life and health products to credit unions and their
members in 56 countries and territories. CUNA Mutual is the
parent organization of the CUNA Mutual Insurance Group ("CMIG").
C.U.I.B.S. PTY., LTD. ("CUIBS") is an Australian corporation
formed in 1981. CUIBS is an insurance broker that brokers
insurance coverages to credit unions and members in Australia
including coverage from the CUNA Mutual Insurance Group. CUNA
Mutual Insurance Society owns all of the outstanding stock of
CUIBS.
CUNA Mutual Investment Corporation ("CMIC") is a Wisconsin
corporation formed in 1972. CMIC is a holding company of stock
in subsidiaries, real estate and other types of property held for
investment for the CMIG. CUNA Mutual Insurance Society owns all
of the outstanding stock of CMIC.
CMCI Corporation ("CMCI") is a Wisconsin corporation formed in
1974. CMCI serves as an insurance broker of corporate and
personal lines coverages of outside carriers when the coverages
are not available from the other companies within CMIG, such as
travel accident and specialty type auto or homeowner coverages.
CMCI also provides financial management services and products,
such as equipment, auto leasing and financial planning, to credit
unions and other members of CMIG. CUNA Mutual Investment
Corporation owns all of the outstanding stock of CMCI.
CUNA Mutual Financial Services Corporation ("CMFSC") is a
Wisconsin corporation formed in 1983 under the name of CUFIS
National Corporation. The name was changed in 1985 to CUNA
Mutual Financial Services Corporation. CMFSC is a registered
investment advisor organized to coordinate marketing of various
member insurance products through credit union leagues (state
PAGE 24
trade associations) and credit unions. CUNA Mutual Investment
Corporation owns all of the outstanding stock of CMFSC.
MEMBERS Life Insurance Company ("MEMBERS") is a Wisconsin life
insurance company formed in 1976 as CUDIS Insurance Society, Inc.
In August 1989, the name CUDIS Insurance Society, Inc. was
changed to CUMIS Life Insurance, Inc., and in January 1993 the
name was changed to MEMBERS Life Insurance Company. MEMBERS was
originally formed to provide credit disability insurance to
credit union members, but now specializes in the sale of
individual life insurance products to credit union members. CUNA
Mutual Investment Corporation owns all of the outstanding stock
of MEMBERS.
CUMIS Insurance Society, Inc. ("CUMIS") is a Wisconsin property
and casualty insurance company formed in 1960. CUMIS offers
property, casualty and fidelity insurance to credit unions, and
personal automobile and homeowners insurance to credit union
members. CUNA Mutual Investment Corporation owns all of the
outstanding stock of CUMIS.
League General Insurance Company ("League General") is a Michigan
property and casualty insurance company formed in 1960 and
acquired by CUNA Mutual Investment Corporation on January 1,
1983. League General offers property, casualty and fidelity
insurance to Michigan credit unions. CUNA Mutual Investment
Corporation owns all of the outstanding stock of League General.
CUNA Brokerage Services, Inc. ("CBS") is a Wisconsin corporation
formed in 1983. CBS provides securities brokerage services to
credit union members throughout the United States, primarily
offering mutual funds and variable contracts. CBS is registered
as a broker-dealer with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, and is licensed and
regulated as a broker-dealer under the securities law of each
state in which it does business. CUNA Brokerage Services, Inc.
is also a member of the National Association of Securities
Dealers and a member of the Securities Investment Protection
Corporation. CUNA Mutual Investment Corporation owns all of the
outstanding stock of CBS.
International Commons, Incorporated ("Commons") is a Wisconsin
corporation formed in 1981. Commons operates an employee
cafeteria serving food, and on occasion, liquor to employees of
CMIG and their guests. It also holds the liquor license for the
CUNA Mutual Investment Corporation golf course located in
Middleton, WI. CUNA Mutual Investment Corporation owns all of
the outstanding stock of Commons.
Members Investment Services, Inc., ("MIS") is a Texas corporation
formed in 1975 and acquired by CUNA Mutual Investment Corporation
in 1992. MIS provides discount brokerage services to credit
unions and credit union members. MIS is registered as a Broker-
Dealer with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, and is licensed and regulated as
a broker-dealer under the securities laws of Texas. MIS is also
a member of the National Association of Security Dealers and a
member of Securities Investment Protection Corporation. CUNA
Mutual Investment Corporation owns all of the outstanding stock
of MIS.
Credit Union Mutual Insurance Society of New Zealand Limited
("New Zealand Limited") is a New Zealand insurance company formed
in 1981. New Zealand Limited sells fidelity bond coverages to
credit unions in New Zealand. New Zealand Limited may offer
other property and casualty insurance in the future. CUMIS
Insurance Society originally owned 24.9% of the outstanding stock
PAGE 25
but acquired 100% ownership in 1990.
Members General Agency, Inc. ("MGA") is a Texas corporation
formed in 1974 and acquired by CUNA Mutual Investment Corporation
in 1991. MGA serves as a managing general agent for the sale of
collateral protection insurance to Texas credit unions and as the
managing general agent for the sale of certain products to Texas
credit union members. CUNA Mutual Investment Corporation owns
all of the outstanding stock of MGA.
CUAIS Agency Insurance Services, Inc. ("CUAIS") is a California
corporation formed in 1988 as Southwest General Insurance, Inc.
and acquired by CMCI Corporation in 1989. In 1989 the name Southwest General
Insurance, Inc. was changed to Southwest General Insurance
Agency, Inc. and in 1990 was changed to CUAIS Agency Insurance
Services, Inc. CUAIS is a property and casualty insurance agency
whose primary purpose is to market personal lines insurance not
available through CMIG to credit union members in selected
states. CMCI Corporation owns all of the outstanding stock of
CUAIS.
CUAIS Agency Insurance Services, Inc. of Alabama ("CUAIS
Alabama") is an Alabama corporation formed in 1993. CUAIS
Alabama is a property and casualty insurance agency whose purpose
is to market personal lines insurance in Alabama. CMCI
Corporation owns all of the outstanding stock of CUAIS Alabama.
CUAIS Agency Insurance Services, Inc. of Hawaii ("CUAIS Hawaii")
is a Hawaiian corporation formed in 1993. CUAIS Hawaii is a
property and casualty insurance agency whose purpose is to market
personal lines insurance in Hawaii. CMCI Corporation owns all of
the outstanding stock of CUAIS Hawaii.
CMCI Corporation of Mississippi ("CMCI Miss") is a Mississippi
corporation formed in 1993. CMCI Miss is an insurance agency
whose purpose is to broker corporate and personal lines insurance
in Mississippi, including health, life, property and casualty.
CMCI Corporation owns all of the outstanding stock of CMCI Miss.
CMCI Corporation of New Mexico ("CMCI New Mexico") is a New
Mexico corporation formed in 1993. CMCI New Mexico is an
insurance agency whose purpose is to broker corporate and
personal lines of insurance in New Mexico, including health,
life, property and casualty. CMCI Corporation owns all of the
outstanding stock of CMCI New Mexico.
CMCI Corporation of Ohio ("CMCI Ohio") is an Ohio corporation
formed in 1993. CMCI Ohio is an insurance agency whose purpose
is to broker corporate and personal lines of insurance in Ohio,
including health, life, property and casualty. An employee of
CUNA Mutual Insurance Society owns all of the voting stock of
CMCI Ohio and CMCI Corporation owns all of the nonvoting stock,
which constitutes more than 99% of the value of the outstanding
stock. The voting stock is subject to a Voting Trust Agreement
pursuant to which the President of CUNA Mutual Insurance Society
acts as the Voting Trustee.
Cooperative Savings and Credit Unions Insurance Society
"BENEFIT," SA ("Benefit") is a Polish company formed in 1992.
Benefit provides insurance and related financial products to
Polish credit unions and credit union members. CUNA Mutual
Insurance Society owns 60% of the outstanding stock, CUMIS
Insurance Society owns 30% of the stock, and the Foundation for
Polish Credit Unions, a Polish foundation of Gdansk, Poland, owns
10% of the stock.
Tracking Partners, Inc. ("Tracking") is a Wisconsin corporation
formed in 1992. Tracking provides computerized collateral
tracking services. CUMIS Insurance Society owns 51% and
PAGE 26
Collateral Tracking Services Limited Partnership owns 49% of the
outstanding stock of Tracking.
Security Management Company ("Security") is a Hungarian company
formed in 1992. Security is one of the founding members of a
mutual life insurance company formed in 1993 in Hungary and will
enter into a contractual arrangement with the mutual insurance
company to manage the company's affairs. CUNA Mutual Insurance
Society owns 90% of the outstanding stock of Security.
CU Financial and Insurance Services, Inc. ("CUFIS California") is
a California corporation formed in 1977. CUFIS California
markets insurance services to credit union members in California.
MCI Corporation and California League Services Corporation, a
state credit union trade association, each own 50% of the
outstanding stock of CUFIS California.
CU Family Insurance Services, Inc. ("CUFIS Colorado") is a
Colorado corporation formed in 1981. CUFIS Colorado markets
insurance services to credit union members in Colorado. CMCI
Corporation and Colleague Services Corporation , a state credit
union trade association, each own 50% of the outstanding stock of
CUFIS Colorado.
CUFIS of Illinois, Inc. ("CUFIS Illinois") is an Illinois
corporation formed in 1990. CUFIS Illinois markets insurance
services to credit union members in Illinois. CMCI Corporation
and Illinois League Service Corporation, a state credit union
trade association, each own 50% of the outstanding stock of CUFIS
Illinois.
CUFIS of New York, Inc. ("CUFIS New York") is a New York
corporation formed in 1991. CUFIS New York provides insurance
services to credit union members in New York. CMCI Corporation
and the New York Credit Union League Service Corporation, a state
credit union trade association, each own 50% of the outstanding
stock of CUFIS New York.
C.U. Insurance Services, Inc. ("CUFIS Oregon") is an Oregon
corporation formed in 1989. CUFIS Oregon provides insurance
products to credit union members in Oregon. CMCI Corporation and
the Oregon Credit Union League, a state credit union trade
association, each own 50% of the outstanding stock of CUFIS
Oregon.
CUNA Real Estate Services, Inc. ("CRES") is a Wisconsin
corporation formed in 1986. CRES is an inactive corporation.
CUNA Mutual Investment Corporation and CUNA Service Group each
own 50% of the outstanding stock of CRES.
CUNA Caribbean Insurance Society Limited ("CUNA Caribbean") is a
Trinidad and Tobago insurance company formed in 1989. CUNA
Caribbean issues life, health, property and casualty insurance in
Trinidad and Tobago. CUNA Mutual Investment Corporation owns 49%
and the Co-operative Credit Union League of Trinidad and Tobago,
a trade association, various credit unions in Trinidad and
Tobago, and the Trinidad and Tobago Credit Union Co-operative
Bank Limited collectively own 51% of the outstanding stock of
CUNA Caribbean.
CNBS Holding Company ("CNBS") is a Kansas corporation formed in
1989. CNBS holds 100% of the stock of Corporate Network
Brokerage Services, Inc. which is a registered broker-dealer with
the Securities and Exchange Commission and a member of the
National Association of Securities Dealers, Inc. CNBS provides
credit unions with efficient access to securities markets. It
offers credit unions a complete range of investment instruments
including U.S. Treasury securities, securities of federally
PAGE 27
sponsored enterprises, mortgage-backed securities, collateralized
mortgage obligations and money market instruments. CUNA Mutual
Investment Corporation owns 15%, CUNA Service Group owns 15% and
U.S. Central Credit Union owns 70% of the outstanding stock of
CNBS.
Seguros Uconal Limitada ("Seguros Uconal") is a Columbian
insurance corporation formed in 1985. Seguros Uconal issues life
and health insurance in Columbia. CUNA Mutual Insurance Society owns a 24%
capital interest and the remainder is held by the cooperative movement.
Cooperative de Seguros del Ecuador, Ltda. ("Seguros") is an
Ecuador insurance company formed in 1971. Seguros issues life,
health, property and casualty insurance to credit unions and
credit union members in Ecuador. CUMIS Insurance Society, Inc.
owns a 2.25% capital interest and the remainder is held by the
public.
LeaSo Partners ("LeaSo") is a California partnership formed in
1981. LeaSo owns and manages real property located in
California. CUNA Mutual Insurance Society and the California
Credit Union League, a state credit union trade association, each
own a 50% interest in LeaSo.
Plan America Financial Services ("PAFS") is a Wisconsin
partnership formed in 1987. PAFS was formed to develop or
otherwise arrange for insurance and securities products and
financial planning services and a highly efficient and effective
related distribution system, but is currently inactive. Century
Life of America and CUNA Mutual Insurance Society each own 50%
interest in PAFS.
Century Investment Management Co. ("CIMCO") is a corporation
formed in 1982 and CUNA Mutual Investment Corporation acquired a
50% interest in CIMCO in 1992. CIMCO is an investment adviser
registered with the Securities and Exchange Commission. Century
Life of America CUNA Mutual Investment Corporation each own 50%
of the outstanding stock of CIMCO.
NARCUP, Inc. ("NARCUP") is a non-profit organization formed in
1978. NARCUP provides senior credit union member marketing
assistance to credit unions, plus a package of retirement
planning services for older credit union members. No member of
CMIG has a proprietary interest in NARCUP. However, the majority
of NARCUP's expenses are paid by CUNA Mutual Insurance Society,
and is staffed by employees of CUNA Mutual Insurance Society.
CUNA Mutual Insurance Group Charitable Foundation, Inc. (the
"Foundation") is a non-profit, non-stock entity formed in 1967.
All of the directors and officers are employees or directors of
CUNA Mutual Insurance Society or its subsidiaries. The
Foundation makes charitable contributions to organizations such
as United Way, Universities and colleges.
THE CUMIS GROUP LIMITED ("CUMIS Group") is a Canadian corporation
formed in 1983. CUMIS Group is a holding company for three
Canadian insurance companies and it coordinates all corporate
operations, including policy planning and human resources for the
insurance companies. CUNA Mutual Insurance Society currently
owns 65.21% of the outstanding stock of CUMIS Group.
CUMIS Life Insurance Company, ("CUMIS Life") is a Canadian life
insurance corporation formed in 1976. CUMIS Life provides life
insurance products to Canadian credit unions and their members.
The CUMIS Group Limited owns in excess of 99% of the outstanding
stock. Directors and officers of the company own the remainder
of the stock.
CUMIS General Insurance Company ("CUMIS General") is a Canadian
PAGE 28
corporation formed in 1980. CUMIS General provides property,
casualty and auto products to Canadian credit unions and their
members. The CUMIS Group Limited owns in excess of 99% of the stock.
Directors
and officers of the company own the remainder of the stock.
Canadian Northern Shield Insurance Company ("CNS") is a Canadian
general insurance corporation formed in 1984 and acquired by The
CUMIS Group Limited in 1985. CNS provides a full range of
property and casualty insurance products in British Columbia to
individuals and small businesses. The CUMIS Group Limited owns
in excess of 99% of the stock. Directors and officers of the
company own the remainder of the stock.
CUNA Service Group, Inc. (CSG), a Wisconsin stock corporation, is
a service corporation owned by Credit Union National Association,
Inc. (CUNA), state credit union organizations, CUNA Mutual
Insurance Society and World Council of Credit Unions, Inc. CSG
provides forms, office equipment, promotional/marketing materials
and consumer financial products and programs tailored to the
needs of credit unions.
Credit Union National Association, Inc. (CUNA) is a Wisconsin
nonstock corporation. It is the national trade association of
state credit union leagues.
World Council of Credit Unions, Inc. (WOCCU) is a Wisconsin
nonstock corporation. It is an international organization of
national and regional credit union leagues and confederations
that facilitates and coordinates the development of credit unions
around the world.
CNBS Holding Company, Inc. is a Kansas stock corporation owned
70% by U.S. Central Credit Union, 15% by CSG and 15% by CUNA
Mutual Investment Corporation. The company was organized as a
holding company for Corporate Network Brokerage Services, Inc.
Corporate Network Brokerage Services, Inc. (CNBS) is a Kansas
stock corporation that was formed to provide a national
institutional brokerage service exclusively for the credit union
movement. CNBS is wholly owned by CNBS Holding Company, Inc.
Credit Union Interchange Group, Inc. (CUIG) is a Wisconsin stock
corporation owned by 16 state credit union leagues, CUNA Mutual
Investment Corporation and CUNA Service Group, Inc. CUIG was
created to operate an electronic funds transfer network providing
financial transaction services to credit union entities.
U.S. Central Credit Union (USC) is a Kansas credit union that is
the national-level provider of financial and payment services to
the state and regional corporate credit unions. USC is a
"bankers bank" by regulation of the Federal Reserve Board.
Credit Union Benefits Services, Inc. (CUBS) is a Wisconsin
nonstock, nonprofit corporation that develops and implements
retirement programs exclusively for employees of the credit union
movement.
Credit Union Card Services, Inc. (CUCS) is a Wisconsin nonstock,
nonprofit corporation organized to provide credit/debit card
services to credit unions.
Credit Union Foundation, Inc. is a Wisconsin nonstock corporation
formed to seek and disburse funds to contribute to the further
growth and development of the credit union idea, both in the
United States and abroad.
Defense Credit Union Council, Inc. is a Wisconsin nonstock
corporation that represents defense credit unions that serve
military and civilian personnel of the Department of Defense
PAGE 29
worldwide.
CUNA Mortgage Corporation ("CUNA Mortgage") is a Wisconsin
corporation formed in 1978. CUNA Mortgage is a secondary
mortgage placement established to enable credit unions to offer
mortgage services to their members. CUNA Service Group and CUNA
Mutual Investment Corporation each own 50% of the outstanding
stock of CUNA Mortgage.
Century Life of America ("CLA") is an Iowa mutual life insurance
company formed in 1879 as Lutheran Mutual Life Insurance Company.
CLA offers a full line of life, disability, group, pension and
annuity products. CLA is the parent organization of the Century
Companies of America. CLA and CUNA Mutual Insurance Society
entered into an Agreement of Permanent Affiliation on December 1,
1989.
Century Life Insurance Company ("CLIC") is an Iowa life insurance
company formed in 1981. CLIC offered low-cost term insurance and
annuities to the general public but is currently not issuing new
business. Century Life of America owns all of the outstanding
stock of CLIC.
Century Investors of America, Inc. ("CIA") is an Iowa corporation
formed in 1970. CIA is a registered securities broker/dealer
with a diversified portfolio of select investment products.
Century Life of America owns all of the outstanding stock of CIA.
Century Financial Services Corporation ("CFSC") is an Iowa
corporation formed in 1985. CFSC is a registered investment
advisor that assists a network of financial service affiliates in
providing comprehensive financial plans in areas of risk
protection, financial management, investments, tax analysis,
retirement and estate planning for individuals and businesses.
Century Life of America owns all of the outstanding stock of
CFSC.
Red Fox Motor Hotel Corporation ("Red Fox") is an Iowa
corporation formed in 1975. Red Fox operates the Red Fox Inn, a
motel located in Waverly, Iowa. Century Life of America owns all
of the outstanding stock of Red Fox.
CIMCO Money Market Trust is a Massachusetts business trust and an
open-end, diversified, management investment company formed on
July 22, 1982. It is registered as a money market fund with the
U.S. Securities and Exchange Commission. Shares are offered to
the public. The trust is managed by Century Investment
Management Company.
ULTRA Series Fund is a Massachusetts business trust created in
1983 as an open-end, diversified, management investment company.
The fund is the underlying investment vehicle for two separate
accounts of Century Life of America (the separate account for
variable universal life and the separate account for group
annuities). The series includes multiple funds. The trust is
managed by Century Investment Management Company.
Listed below are the directors of Price Associates who have other
substantial businesses, professions, vocations, or employment
aside from that of Director of Price Associates:
JAMES E. HALBKAT, JR., Director of Price Associates. Mr. Halbkat
is President of U.S. Monitor Corporation, a provider of public
response systems. Mr. Halbkat's address is: P.O. Box 23109,
Hilton Head Island, South Carolina 29925.
JOHN W. ROSENBLUM, Director of Price Associates. Mr. Rosenblum
is the Tayloe Murphy Professor at the University of Virginia and a
Director of:
PAGE 30
Chesapeake Corporation, a manufacturer of paper products, Cadmus
Communications Corp., a provider of printing and communication services;
Comdial Corp., a manufacturer of telephone systems for
businesses; and Cone Mills Corporation, a textiles producer. Mr. Rosenblum's
address is: P.O. Box 6550, Charlottesville, Virginia 22906.
ROBERT L. STRICKLAND, Director of Price Associates. Mr.
Strickland is Chairman of Lowe's Companies, Inc., a retailer of
specialty home supplies. Mr. Strickland's address is 604 Two
Piedmont Plaza Building, Winston-Salem, North Carolina 27104.
PHILIP C. WALSH, Director of Price Associates. Mr. Walsh is a
Consultant to Cyprus Amax Minerals Company,
Englewood, Colorado, and a director of Piedmont Mining Company,
Inc., Charlotte, North Carolina. Mr. Walsh's address is: Blue Mill Road,
Morristown, New Jersey 07960.
<PAGE>
PAGE 31
With the exception of Messrs. Halbkat, Rosenblum, Strickland, and
Walsh, all of the directors of Price Associates are employees of
Price Associates.
George J. Collins, who is Chief Executive Officer, President, and
a Managing Director of Price Associates, is a Director of
Price-Fleming.
George A. Roche, who is Chief Financial Officer and a Managing
Director of Price Associates, is a Vice President and a Director
of Price-Fleming.
M. David Testa, who is a Managing Director of Price Associates,
is Chairman of the Board of Price-Fleming.
Henry H. Hopkins, Charles P. Smith, and Peter Van Dyke, who are
Managing Directors of Price Associates, are Vice Presidents of
Price-Fleming.
Robert P. Campbell, Roger L. Fiery, III, Robert C. Howe, Veena A. Kutler,
George
A. Murnaghan, William F. Wendler, II, and Edward A. Wiese, who are
Vice Presidents of Price Associates, are Vice Presidents of
Price-Fleming.
PAGE 32
Alvin M. Younger, Jr., who is a Managing Director and the
Secretary and Treasurer of Price Associates, is Secretary and
Treasurer of Price-Fleming.
Joseph P. Croteau, who is a Vice President and Controller of Price
Associates,
is Controller of Price-Fleming.
Nolan L. North, who is a Vice President and Assistant Treasurer of Price
Associates, is Assistant Treasurer of Price-Fleming.
Leah P. Holmes, who is an Assistant Vice President of Price
Associates, is a Vice President of Price-Fleming.
Barbara A. Van Horn, who is Assistant Secretary of Price
Associates, is Assistant Secretary of Price-Fleming.
Edward C. Bernard, who is a Vice President of Price Associates,
is a member of the Management Committee of Joint Venture.
Dorothy L. Ballantyne, who is a Vice President of CUNA Mutual
Investment Corporation, is a member of the Management Committee
of Joint Venture.
Bradford L. Murphy, who is an Executive Vice President of CUNA
Service Group, Inc., is a member of the Management Committee of
Joint Venture.
Thomas O. Olson, who is a Senior Vice President of CUNA Mutual
Investment Corporation, is a member of the Management Committee
of Joint Venture.
James S. Riepe and Charles E. Vieth, who are Managing Directors
of Price Associates, are also members of the Management Committee
of Joint Venture.
Certain directors and officers of Price Associates are also
officers and/or directors of one or more of the Price Funds
and/or one or more of the affiliated entities listed herein.
See also "Management of Fund," in Registrant's Statement of
Additional Information.
<PAGE>
PAGE 33
Item 29. Principal Underwriters.
(a) The principal underwriters for the Registrant are Investment
Services and CUNA Brokerage Services, Inc. Investment Services
acts as the principal underwriter for all mutual funds sponsored
and managed by Price Associates or Price-Fleming (the "T. Rowe
Price Funds"). Investment Services, a wholly-owned subsidiary of
Price Associates, is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. CUNA Brokerage Services,
Inc., a member of CUNA Mutual Group, and a wholly-owned
subsidiary of CUNA Mutual Investment Corporation, is registered
as a broker-dealer under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers,
Inc. Investment Services was formed for the limited purpose of
distributing the shares of the T. Rowe Price Funds and will also
distribute the CUNA Mutual Funds, Inc. but will not engage in a
general securities business.
(b)(1) The address of each of the directors and officers of
Investment Services listed below is 100 East Pratt Street,
Baltimore, Maryland 21202.
Positions and Positions and
Name and Principal Offices With Offices With
Business Address Underwriter Registrant
__________________ _____________________ _____________
James S. Riepe President and President and
Director Director
Henry H. Hopkins Vice President and Vice President
Director
Mark E. Rayford Director None
Charles E. Vieth Vice President and Vice President
Director
Patricia M. Archer Vice President None
Edward C. Bernard Vice President None
Joseph C. Bonasorte Vice President None
Meredith C. Callanan Vice President None
Laura H. Chasney Vice President None
Victoria C. Collins Vice President None
Christopher W. Dyer Vice President None
Mark S. Finn Vice President and None
Assistant Controller
Forrest R. Foss Vice President None
Patricia O. Goodyear Vice President None
James W. Graves Vice President None
Andrea G. Griffin Vice President None
Thomas Grizzard Vice President None
David J. Healy Vice President None
<PAGE>
PAGE 34
Joseph P. Healy Vice President None
Walter J. Helmlinger Vice President None
Eric G. Knauss Vice President None
Douglas G. Kremer Vice President None
Sharon Renae Krieger Vice President None
Keith Wayne Lewis Vice President None
David A. Lyons Vice President None
Sarah McCafferty Vice President None
Maurice A. Minerbi Vice President None
Nancy M. Morris Vice President None
George A. Murnaghan Vice President None
Steven E. Norwitz Vice President None
Kathleen M. O'Brien Vice President None
Charles S. Peterson Vice President None
Pamela D. Preston Vice President None
Lucy B. Robins Vice President None
John R. Rockwell Vice President None
Monica R. Tucker Vice President None
William F. Wendler, II Vice President None
Terri L. Westren Vice President None
Jane F. White Vice President None
Thomas R. Woolley Vice President None
Alvin M. Younger, Jr. Secretary and Treasurer None
Joseph P. Croteau Controller None
Richard J. Barna Assistant Vice President None
Catherine L. Berkenkemper Assistant Vice President None
Ronae M. Brock Assistant Vice President None
Brenda E. Buhler Assistant Vice President None
Patricia S. Butcher Assistant Vice President None
John A. Galateria Assistant Vice President None
Janelyn A. Healey Assistant Vice President None
Keith J. Langrehr Assistant Vice President None
C. Lillian Matthews Assistant Vice President None
Janice D. McCrory Assistant Vice President None
Sandra J. McHenry Assistant Vice President None
JeanneMarie B. Patella Assistant Vice President None
Kristin E. Seeberger Assistant Vice President None
Arthur J. Silber Assistant Vice President None
Linda C. Wright Assistant Vice President None
Nolan L. North Assistant Treasurer None
Barbara A. VanHorn Assistant Secretary None
(b)(2) The address of each of the directors and officers of
CUNA Brokerage Services, Inc., one of the principal underwriters,
is 5910 Mineral Point Road, Madison, Wisconsin 53705.
Positions and Positions and
Name and Principal Offices With Offices With
Business Address Underwriter Registrant
__________________ _____________________ _____________
Robert W. Bush President None
William Sayles Vice President None
Steven A. Goldberg Secretary None
Michael G. Joneson Treasurer None
Gary L. Cutler Director None
Donna C. Blankenheim Assistant Secretary None
Kristine M. Conway Assistant Secretary None
Janice C. Doyle Assistant Secretary None
Barbara L. Hanson Assistant Secretary None
George R. Kamperschroer Assistant Secretary None
Barbara A. Anderson Assistant Treasurer None
Timothy L. Carlson Assistant Treasurer None
James W. Kaellner Assistant Treasurer None
Michael A. Ullsperger Assistant Treasurer None
John M. Waggoner Chief Legal Officer None
Campbell D. McHugh Compliance Officer None
Roberta S. Hartmann Associate Compliance OfficerNone
Joseph P. Tripalin Managing Principal None
PAGE 35
(c) Not applicable.
Item 30. Location of Accounts and Records.
All accounts, books, and other documents required to be
maintained by CUNA Mutual Funds, Inc. under Section 31(a) of the
Investment Company Act of 1940 and the rules thereunder will be
maintained by CUNA Mutual Funds, Inc., at its offices at 100 East
Pratt Street, Baltimore, Maryland 21202. Transfer, dividend
disbursing, and shareholder service activities are performed by
T. Rowe Price Services, Inc., at 100 East Pratt Street,
Baltimore, Maryland 21202, and T. Rowe Price Account Services,
10090 Red Run Boulevard, Owings Mills, Maryland 21117. Custodian
activities for CUNA Mutual Funds, Inc. are performed at State
Street Bank and Trust Company's Service Center (State Street
South), 1776 Heritage Drive, Quincy, Massachusetts 02171.
Custody of CUNA Mutual Cornerstone Fund series portfolio
securities which are purchased outside the United States is
maintained by The Chase Manhattan Bank, N.A., London in its
foreign branches or with other qualifying foreign sub-custodian
banks which are part of its global custodian network. The Chase
Manhattan Bank, N.A., London is located at Woolgate House,
Coleman Street, London EC2P 2HD, England.
Item 31. Management Services.
The Registrant is not a party to any management-related service
contract, other than as set forth in the Prospectus.
Item 32. Undertakings.
(a) Inapplicable
(b) Inapplicable
(c) If requested to do so by the holders of at least
10% of all votes entitled to be cast, the
Registrant will call a meeting of shareholders for
the purpose of voting on the question of removal
of a director or directors and will assist in
communications with other shareholders to the
extent required by Section 16(c).
(d) Each series of the Registrant agrees to furnish, upon
request and
without charge, a copy of its latest Annual Report to
each person
to whom a prospectus is delivered.
<PAGE>
PAGE 36
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant certifies that it meets all of the requirements for
effectiveness
of this Registration Statement pursuant to Rule 485(b) under the
Securities Act
of 1933 and has duly caused this Registration Statement to be signed
on its
behalf by the undersigned, thereunto duly authorized, in the City of
Baltimore,
State of Maryland, this 4th day of August, 1994.
CUNA MUTUAL FUNDS, INC.
/s/James S. Riepe
By: James S. Riepe, President and
Director
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
_________ _____ ____
/s/James S. Riepe
James S. Riepe President and August 4, 1994
Director
/s/Steven S. Conner
Steven S. Conner Director August 4, 1994
/s/Robert P. Hauck
Robert P. Hauck Director August 4, 1994
/s/Carmen F. Deyesu
Carmen F. Deyesu Treasurer August 4, 1994
(Principal Financial
Officer)
<PAGE>
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective January 3, 1994, and is between
THE CHASE MANHATTAN BANK, N.A. (the "Bank") and EACH OF THE
ENTITIES LISTED ON SCHEDULE A HERETO, Individually and Separately
(each individually, the "Customer").
1. Customer Accounts.
The Bank agrees to establish and maintain the following
accounts ("Accounts"):
(a) A custody account in the name of the Customer
("Custody Account") for any and all stocks, shares, bonds,
debentures, notes, mortgages or other obligations for the payment
of money, bullion, coin and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase or
subscribe for the same or evidencing or representing any other
rights or interests therein and other similar property whether
certificated or uncertificated as may be received by the Bank or
its Subcustodian (as defined in Section 3) for the account of the
Customer ("Securities"); and
(b) A deposit account in the name of the Customer ("Deposit
Account") for any and all cash in any currency received by the
Bank or its Subcustodian for the account of the Customer, which
cash shall not be subject to withdrawal by draft or check.
The Customer warrants its authority to: 1) deposit the cash
and Securities ("Assets") received in the Accounts and 2) give
Instructions (as defined in Section 11) concerning the Accounts.
The Bank may deliver securities of the same class in place of
those deposited in the Custody Account.
Upon written agreement between the Bank and the Customer,
additional Accounts may be established and separately accounted
for as additional Accounts under the terms of this Agreement.
2. Maintenance of Securities and Cash at Bank and Subcustodian
Locations.
Unless Instructions specifically require another location
acceptable to the Bank:
(a) Securities will be held in the country or other
jurisdiction in which the principal trading market for such
Securities is located, where such Securities are to be presented
for payment or where such Securities are acquired; and
(b) Cash will be credited to an account in a country or
other jurisdiction in which such cash may be legally deposited or
is the legal currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest
or non-interest bearing accounts as may be available for the
particular currency. To the extent Instructions are issued and
the Bank can comply with such Instructions, the Bank is
authorized to maintain cash balances on deposit for the Customer
with itself or one of its affiliates at such reasonable rates of
interest as may from time to time be paid on such accounts, or in
non-interest bearing accounts as the Customer may direct, if
acceptable to the Bank.
If the Customer wishes to have any of its Assets held in the
custody of an institution other than the established
Subcustodians as defined in Section 3 (or their securities
depositories), such arrangement must be authorized by a written
agreement, signed by the Bank and the Customer.
3. Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the
subcustodians listed in Schedule B of this Agreement with which
the Bank has entered into subcustodial agreements
("Subcustodians"). The Customer authorizes the Bank to hold
Assets in the Accounts in accounts which the Bank has established
with one or more of its branches or Subcustodians. The Bank and
Subcustodians are authorized to hold any of the Securities in
their account with any securities depository in which they
participate.
The Bank reserves the right to add new, replace or remove
Subcustodians. The Customer will be given reasonable notice by
the Bank of any amendment to Schedule B. Upon request by the
Customer, the Bank will identify the name, address and principal
place of business of any Subcustodian of the Customer's Assets
and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such
Subcustodian.
4. Use of Subcustodian.
(a) The Bank will identify such Assets on its books as
belonging to the Customer.
(b) A Subcustodian will hold such Assets together with
assets belonging to other customers of the Bank in accounts
identified on such Subcustodian's books as special custody
accounts for the exclusive benefit of customers of the Bank.
(c) Any Assets in the Accounts held by a Subcustodian will
be subject only to the instructions of the Bank or its agent.
Any Securities held in a securities depository for the account of
a Subcustodian will be subject only to the instructions of such
Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian
for holding its customer's assets shall provide that such assets
will not be subject to any right, charge, security interest, lien
or claim of any kind in favor of such Subcustodian or its
creditors except for a claim for payment for safe custody or
administration, and that the beneficial ownership of such assets
will be freely transferable without the payment of money or value
other than for safe custody or administration. The foregoing
shall not apply to the extent of any special agreement or
arrangement made by the Customer with any particular
Subcustodian.
5. Deposit Account Transactions.
(a) The Bank or its Subcustodians will make payments from
the Deposit Account upon receipt of Instructions which include
all information required by the Bank.
(b) In the event that any payment to be made under this
Section 5 exceeds the funds available in the Deposit Account, the
Bank, in its discretion, may advance the Customer such excess
amount which shall be deemed a loan payable on demand, bearing
interest at the rate customarily charged by the Bank on similar
loans.
(c) If the Bank credits the Deposit Account on a payable
date, or at any time prior to actual collection and
reconciliation to the Deposit Account, with interest, dividends,
redemptions or any other amount due, the Customer will promptly
return any such amount upon oral or written notification: (i)
that such amount has not been received in the ordinary course of
business or (ii) that such amount was incorrectly credited. If
the Customer does not promptly return any amount upon such
notification, the Bank shall be entitled, upon oral or written
notification to the Customer, to reverse such credit by debiting
the Deposit Account for the amount previously credited. The Bank
or its Subcustodian shall have no duty or obligation to institute
legal proceedings, file a claim or a proof of claim in any
insolvency proceeding or take any other action with respect to
the collection of such amount, but may act for the Customer upon
Instructions after consultation with the Customer.
6. Custody Account Transactions.
(a) Securities will be transferred, exchanged or delivered
by the Bank or its Subcustodian upon receipt by the Bank of
Instructions which include all information required by the Bank.
Settlement and payment for Securities received for, and delivery
of Securities out of, the Custody Account may be made in
accordance with the customary or established securities trading
or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs,
including, without limitation, delivery of Securities to a
purchaser, dealer or their agents against a receipt with the
expectation of receiving later payment and free delivery.
Delivery of Securities out of the Custody Account may also be
made in any manner specifically required by Instructions
acceptable to the Bank.
(b) The Bank, in its discretion, may credit or debit the
Accounts on a contractual settlement date with cash or Securities
with respect to any sale, exchange or purchase of Securities.
Otherwise, such transactions will be credited or debited to the
Accounts on the date cash or Securities are actually received by
the Bank and reconciled to the Account.
(i) The Bank may reverse credits or debits made to the
Accounts in its discretion if the related transaction
fails to settle within a reasonable period, determined
by the Bank in its discretion, after the contractual
settlement date for the related transaction.
(ii) If any Securities delivered pursuant to this
Section 6 are returned by the recipient thereof, the
Bank may reverse the credits and debits of the
particular transaction at any time.
7. Actions of the Bank.
The Bank shall follow Instructions received regarding assets
held in the Accounts. However, until it receives Instructions to
the contrary, the Bank will:
(a) Present for payment any Securities which are called,
redeemed or retired or otherwise become payable and all coupons
and other income items which call for payment upon presentation,
to the extent that the Bank or Subcustodian is actually aware of
such opportunities.
(b) Execute in the name of the Customer such ownership and
other certificates as may be required to obtain payments in
respect of Securities.
(c) Exchange interim receipts or temporary Securities for
definitive Securities.
(d) Appoint brokers and agents for any transaction
involving the Securities, including, without limitation,
affiliates of the Bank or any Subcustodian.
(e) Issue statements to the Customer, at times mutually
agreed upon, identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of
any transfers of Assets to or from the Accounts. Such
statements, advices or notifications shall indicate the identity
of the entity having custody of the Assets. Unless the Customer
sends the Bank a written exception or objection to any Bank
statement within ninety (90) days of receipt, the Customer shall
be deemed to have approved such statement. The Bank shall, to
the extent permitted by law, be released, relieved and discharged
with respect to all matters set forth in such statement or
reasonably implied therefrom as though it had been settled by the
decree of a court of competent jurisdiction in an action where
the Customer and all persons having or claiming an interest in
the Customer or the Customer's Accounts were parties if: (a) the
Customer has failed to provide a written exception or objection
to any Bank statement within ninety (90) days of receipt and
where the Customer's failure to so provide a written exception or
objection within such ninety (90) day period has limited the
Bank's (i) access to the records, materials and other information
required to investigate the Customer's exception or objection,
and (ii) ability to recover from third parties any amounts for
which the Bank may become liable in connection with such
exception or objection, or (b) where the Customer has otherwise
explicitly approved any such statement.
All collections of funds or other property paid or
distributed in respect of Securities in the Custody Account shall
be made at the risk of the Customer. The Bank shall have no
liability for any loss occasioned by delay in the actual receipt
of notice by the Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Securities in the
Custody Account in respect of which the Bank has agreed to take
any action under this Agreement.
8. Corporate Actions; Proxies.
Whenever the Bank receives information concerning the
Securities which requires discretionary action by the beneficial
owner of the Securities (other than a proxy), such as
subscription rights, bonus issues, stock repurchase plans and
rights offerings, or legal notices or other material intended to
be transmitted to securities holders ("Corporate Actions"), the
Bank will give the Customer notice of such Corporate Actions to
the extent that the Bank's central corporate actions department
has actual knowledge of a Corporate Action in time to notify its
customers.
When a rights entitlement or a fractional interest resulting
from a rights issue, stock dividend, stock split or similar
Corporate Action is received which bears an expiration date, the
Bank will endeavor to obtain Instructions from the Customer or
its Authorized Person, but if Instructions are not received in
time for the Bank to take timely action, or actual notice of such
Corporate Action was received too late to seek Instructions, the
Bank is authorized to sell such rights entitlement or fractional
interest and to credit the Deposit Account with the proceeds or
take any other action it deems, in good faith, to be appropriate
in which case it shall be held harmless for any such action.
The Bank will deliver proxies to the Customer or its
designated agent pursuant to special arrangements which may have
been agreed to in writing. Such proxies shall be executed in the
appropriate nominee name relating to Securities in the Custody
Account registered in the name of such nominee but without
indicating the manner in which such proxies are to be voted; and
where bearer Securities are involved, proxies will be delivered
in accordance with Instructions.
9. Nominees.
Securities which are ordinarily held in registered form may
be registered in a nominee name of the Bank, Subcustodian or
securities depository, as the case may be. The Bank may without
notice to the Customer cause any such Securities to cease to be
registered in the name of any such nominee and to be registered
in the name of the Customer. In the event that any Securities
registered in a nominee name are called for partial redemption by
the issuer, the Bank may allot the called portion to the
respective beneficial holders of such class of security pro rata
or in any other manner that is fair, equitable and practicable.
The Customer agrees to hold the Bank, Subcustodians, and their
respective nominees harmless from any liability arising directly
or indirectly from their status as a mere record holder of
Securities in the Custody Account.
10. Authorized Persons.
As used in this Agreement, the term "Authorized Person"
means employees or agents including investment managers as have
been designated by written notice from the Customer or its
designated agent to act on behalf of the Customer under this
Agreement. Such persons shall continue to be Authorized Persons
until such time as the Bank receives Instructions from the
Customer or its designated agent that any such employee or agent
is no longer an Authorized Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized
Person received by the Bank, via telephone, telex, TWX, facsimile
transmission, bank wire or other teleprocess or electronic
instruction or trade information system acceptable to the Bank
which the Bank believes in good faith to have been given by
Authorized Persons or which are transmitted with proper testing
or authentication pursuant to terms and conditions which the Bank
may specify. Unless otherwise expressly provided, all
Instructions shall continue in full force and effect until
canceled or superseded.
Any Instructions delivered to the Bank by telephone shall
promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature of
such Person), but the Customer will hold the Bank harmless for
the failure of an Authorized Person to send such confirmation in
writing, the failure of such confirmation to conform to the
telephone instructions received or the Bank's failure to produce
such confirmation at any subsequent time. The Bank may
electronically record any Instructions given by telephone, and
any other telephone discussions with respect to the Custody
Account. The Customer shall be responsible for safeguarding any
testkeys, identification codes or other security devices which
theBank shallmake availabletothe Customerorits AuthorizedPersons.
12. Standard of Care; Liabilities.
(a) The Bank shall be responsible for the performance of
only such duties as are set forth in this Agreement or expressly
contained in Instructions which are consistent with the
provisions of this Agreement. Notwithstanding anything to the
contrary in this Agreement:
(i) The Bank will use reasonable care with respect to
its obligations under this Agreement and the
safekeeping of Assets. The Bank shall be liable to the
Customer for any loss which shall occur as the result
of the failure of a Subcustodian to exercise reasonable
care with respect to the safekeeping of such Assets to
the same extent that the Bank would be liable to the
Customer if the Bank were holding such Assets in New
York. In the event of any loss to the Customer by
reason of the failure of the Bank or its Subcustodian
to utilize reasonable care, the Bank shall be liable to
the Customer only to the extent of the Customer's
direct damages, and shall in no event be liable for any
special or consequential damages.
(ii) The Bank will not be responsible for any act,
omission, default or for the solvency of any broker or
agent which it or a Subcustodian appoints unless such
appointment was made negligently or in bad faith or for
any loss due to the negligent act of such broker or
agent except to the extent that such broker or agent
(other than a Subcustodian) performs in a negligent
manner which is the cause of the loss to the Customer
and the Bank failed to exercise reasonable care in
monitoring such broker's or agent's performance where
Customer has requested and Bank has agreed to accept
such monitoring responsibility.
(iii) The Bank shall be indemnified by, and
without liability to the Customer for any action taken
or omitted by the Bank whether pursuant to Instructions
or otherwise within the scope of this Agreement if such
act or omission was in good faith, without negligence.
In performing its obligations under this Agreement, the
Bank may rely on the genuineness of any document which
it believes in good faith to have been validly
executed.
(iv) The Customer agrees to pay for and hold the Bank
harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other
governmental charges, and any related expenses with
respect to income from or Assets in the Accounts,
except to the extent that the Bank has failed to
exercise reasonable care in performing any obligations
which the Bank may have agreed to assume (in addition
to those stated in this Agreement) with respect to
taxes and such failure by the Bank is the direct cause
of such imposition or assessment of such taxes, charges
or expenses.
(v) The Bank shall be entitled to rely, and may act,
upon the advice of counsel (who may be counsel for the
Customer) on all legal matters and shall be without
liability for any action reasonably taken or omitted
pursuant to such advice; provided, that the Bank gives
(to the extent practicable) prior notice to Customer of
Bank's intention to so seek advice of counsel and an
opportunity for consultation with Customer on the
proposed contact with counsel.
(vi) The Bank represents and warrants that it currently
maintain a banker's blanket bond which provides
standard fidelity and non-negligent loss coverage with
respect to the Securities and Cash which may be held by
Subcustodians pursuant to this Agreement. The Bank
agrees that if at any time it for any reason
discontinues such coverage, it shall immediately give
sixty (60) days' prior written notice to the Customer.
The Bank need not maintain any insurance for the
benefit of the Customer.
(vii) Without limiting the foregoing, the Bank
shall not be liable for any loss which results from:
(1) the general risk of investing, or (2) investing or
holding Assets in a particular country including, but
not limited to, losses resulting from nationalization,
expropriation or other governmental actions; regulation
of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market
conditions which prevent the orderly execution of
securities transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other
for any loss due to forces beyond their control
including, but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection,
revolution, nuclear fusion, fission or radiation, or
acts of God.
(b) Consistent with and without limiting the first
paragraph of this Section 12, it is specifically acknowledged
that the Bank shall have no duty or responsibility to:
(i) question Instructions or make any suggestions to
the Customer or an Authorized Person regarding such
Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Securities;
(iii) advise the Customer or an Authorized Person
regarding any default in the payment of principal or
income of any security other than as provided in
Section 5(c) of this Agreement;
(iv) evaluate or report to the Customer or an
Authorized Person regarding the financial condition of
any broker, agent (other than a Subcustodian) or other
party to which Securities are delivered or payments are
made pursuant to this Agreement;
(v) review or reconcile trade confirmations received
from brokers. The Customer or its Authorized Persons
(as defined in Section 10) issuing Instructions shall
bear any responsibility to review such confirmations
against Instructions issued to and statements issued by
the Bank.
(c) The Customer authorizes the Bank to act under this
Agreement notwithstanding that the Bank or any of its divisions
or affiliates may have a material interest in a transaction, or
circumstances are such that the Bank may have a potential
conflict of duty or interest including the fact that the Bank or
any of its affiliates may provide brokerage services to other
customers, act as financial advisor to the issuer of Securities,
act as a lender to the issuer of Securities, act in the same
transaction as agent for more than one customer, have a material
interest in the issue of Securities, or earn profits from any of
the activities listed herein.
13. Fees and Expenses.
The Customer agrees to pay the Bank for its services under
this Agreement such amount as may be agreed upon in writing,
together with the Bank's reasonable out-of-pocket or incidental
expenses, including, but not limited to, reasonable legal fees.
The Bank shall have a lien on and is authorized to charge any
Accounts of the Customer for any amount owing to the Bank under
any provision of this Agreement upon notice to the Customer.
14. Miscellaneous.
(a) Foreign Exchange Transactions. Pursuant to
Instructions, which may be standing Instructions, to facilitate
the administration of the Customer's trading and investment
activity, the Bank is authorized to enter into spot or forward
foreign exchange contracts with the Customer or an Authorized
Person for the Customer and may also provide foreign exchange
through its subsidiaries or Subcustodians. The Bank may
establish rules or limitations concerning any foreign exchange
facility made available. In all cases where the Bank, its
subsidiaries, affiliates or Subcustodians enter into a foreign
exchange contract related to Accounts, the terms and conditions
of the then current foreign exchange contract of the Bank, its
subsidiary, affiliate or Subcustodian and, to the extent not
inconsistent, this Agreement shall apply to such transaction.
(b) Certification of Residency, etc. The Customer
certifies that it is a resident of the United States and agrees
to notify the Bank of any changes in residency. The Bank may
rely upon this certification or the certification of such other
facts as may be required to administer the Bank's obligations
under this Agreement. The Customer will indemnify the Bank
against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(c) Access to Records. The Bank shall allow the Customer's
independent public accountants, officers and advisers reasonable
access to the records of the Bank relating to the Assets as is
required in connection with their examination of books and
records pertaining to the Customer's affairs. Subject to
restrictions under applicable law, the Bank shall also obtain an
undertaking to permit the Customer's independent public
accountants reasonable access to the records of any Subcustodian
which has physical possession of any Assets as may be required in
connection with the examination of the Customer's books and
records.
(d) Governing Law; Successors and Assigns. This Agreement
shall be governed by the laws of the State of New York and shall
not be assignable by either party, but shall bind the successors
in interest of the Customer and the Bank.
(e) Entire Agreement; Applicable Riders. Customer
represents that the Assets deposited in the Accounts are (Check
one):
X * Employee Benefit Plan or other assets subject to
the Employee Retirement Income
Security Act of 1974, as amended ("ERISA");
____________________
* With respect to each Customer listed on Schedule A
hereto under the heading "ERISA Trusts".
X ** Mutual Fund assets subject to certain Securities
and Exchange Commission
("SEC") rules and regulations;
X *** Neither of the above. ____
With respect to each Customer, this Agreement consists
exclusively of this document together with Schedules A, B,
Exhibits I - _______ and the following Rider(s) to the
extent indicated on Schedule A hereto opposite the name of
the Customer under the column headed "Applicable Riders to
Agreement":
X ERISA ____
X MUTUAL FUND ____
SPECIAL TERMS AND CONDITIONS ____
There are no other provisions of this Agreement and this
Agreement supersedes any other agreements, whether written or
oral, between the parties. Any amendment to this Agreement must
be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions
of this Agreement are held invalid, illegal or enforceable in any
respect on the basis of any particular circumstances or in any
jurisdiction, the validity, legality and enforceability of such
provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions will not in any way
be affected or impaired.
(g) Waiver. Except as otherwise provided in this
Agreement, no failure or delay on the part of either party in
exercising any power or right under this Agreement operates as a
waiver, nor does any single or partial exercise of any power or
right preclude any other or further exercise, or the exercise of
any other power or right. No waiver by a party of any provision
of this Agreement, or waiver of any breach or default, is
effective unless in writing and signed by the party against whom
the waiver is to be enforced.
** With respect to each Customer listed on Schedule A
hereto under the heading "Investment
Companies/Portfolios Registered under the Investment
Company Act of 1940".
*** With respect to certain of the Customers listed on
Schedule A hereto under the heading "Separate Accounts"
as indicated on Schedule A.
(h) Notices. All notices under this Agreement shall be
effective when actually received. Any notices or other
communications which may be required under this Agreement are to
be sent to the parties at the following addresses or such other
addresses as may subsequently be given to the other party in
writing:
Bank: The Chase Manhattan Bank, N.A.
Chase MetroTech Center
Brooklyn, NY 11245
Attention: Global Investor Services
Telephone: (718) 242-3455
Facsimile: (718) 242-1374
Copy to: The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
London EC2P 2HD England
Attention: Global Investor Services
Telephone: 44-71-962-5000
Facsimile: 44-71-962-5377
Telex: 8954681CMBG
Customer: Name of Customer from Schedule A
c/o T. Rowe Price
100 East Pratt Street
Baltimore, MD 21202
Attention: Treasurer
Telephone: (410) 625-6658
Facsimile: (410) 547-0180
(i) Termination. This Agreement may be terminated by the
Customer or the Bank by giving ninety (90) days written notice to
the other, provided that such notice to the Bank shall specify
the names of the persons to whom the Bank shall deliver the
Assets in the Accounts. If notice of termination is given by the
Bank, the Customer shall, within ninety (90) days following
receipt of the notice, deliver to the Bank Instructions
specifying the names of the persons to whom the Bank shall
deliver the Assets. In either case the Bank will deliver the
Assets to the persons so specified, after deducting any amounts
which the Bank determines in good faith to be owed to it under
Section 13. If within ninety (90) days following receipt of a
notice of termination by the Bank, the Bank does not receive
Instructions from the Customer specifying the names of the
persons to whom the Bank shall deliver the Assets, the Bank, at
its election, may deliver the Assets to a bank or trust company
doing business in the State of New York to be held and disposed
of pursuant to the provisions of this Agreement, or to Authorized
Persons, or may continue to hold the Assets until Instructions
are provided to the Bank.
(j) Entire Agreement. This Agreement, including the
Schedules and Riders hereto, embodies the entire agreement and
understanding of the parties in respect of the subject matter
contained in this Agreement. This Agreement supersedes all other
custody or other agreements between the parties with respect to
such subject matter, which prior agreements are hereby terminated
effective as of the date hereof and shall have no further force
or effect.
EACH OF THE CUSTOMERS, INDIVIDUALLY
AND SEPARATELY LISTED ON SECTION I OF
SCHEDULE A HERETO
By:________________________________
Carmen F. Deyesu
Treasurer & Vice President
EACH OF THE CUSTOMERS, INDIVIDUALLY
AND SEPARATELY LISTED ON SECTION II OF
SCHEDULE A HERETO
By:____________________________________
Alvin M. Younger
Treasurer
EACH OF THE CUSTOMERS, INDIVIDUALLY
AND SEPARATELY LISTED ON SECTION III OF
SCHEDULE A HERETO
By:___________________________________
Alvin M. Younger
Treasurer
THE CHASE MANHATTAN BANK, N.A.
By:_________________________________
Alan Naughton
Vice President
STATE OF )
: ss.
COUNTY OF )
On this day of , 19 , before me
personally came , to me known, who
being by me duly sworn, did depose and say that he/she resides in
at ;
that he/she is of
, the entity
described in and which executed the foregoing instrument; that
he/she knows the seal of said entity, that the seal affixed to
said instrument is such seal, that it was so affixed by order of
said entity, and that he/she signed his/her name thereto by like
order.
Sworn to before me this
day of , 19 . ______________
________________________________
Notary
STATE OF )
: ss.
COUNTY OF )
On this day of
,19 , before me personally came , to
me known, who being by me duly sworn, did depose and say that
he/she resides in
at ; that
he/she is a Vice President of THE CHASE MANHATTAN BANK, (National
Association), the corporation described in and which executed the
foregoing instrument; that he/she knows the seal of said
corporation, that the seal affixed to said instrument is such
corporate seal, that it was so affixed by order of the Board of
Directors of said corporation, and that he/she signed his/her
name thereto by like order.
___________________________________
Sworn to before me this
day of , 19 .
___________________________________
Notary
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1994
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is
REGISTERED UNDER THE INVESTMENT applicable to all
COMPANY ACT OF 1940 Customers listed under
Section I of this
Schedule A.
Equity Funds ____________
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price European Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price OTC Fund, Inc. on behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
Schedule A
Page 2 of 2
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
Income Funds ____________
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Government Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price Short-Term Global Income Fund
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all
T. Rowe Price Trust Company, as Customers under Section
Trustee for the Johnson Matthey II of this Schedule A.
Salaried Employee Savings Plan
Common Trust Funds __________________
T. Rowe Price Trust Company, as Trustee
for the International Common Trust Fund
on behalf of the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER No Riders are applicable
to the Customer listed
RPFI International Partners, L.P. under Section III of
this Schedule A.
ERISA Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Each of the Entities Listed on Schedule A Hereto
effective January 3, 1994
Customer represents that the Assets being placed in the
Bank's custody are subject to ERISA. It is understood that in
connection therewith the Bank is a service provider and not a
fiduciary of the plan and trust to which the assets are related.
The Bank shall not be considered a party to the underlying plan
and trust and the Customer hereby assumes all responsibility to
assure that Instructions issued under this Agreement are in
compliance with such plan and trust and ERISA.
This Agreement will be interpreted as being in compliance
with the Department of Labor Regulations Section 2550.404b-1
concerning the maintenance of indicia of ownership of plan assets
outside of the jurisdiction of the district courts of the United
States.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
As used in this Agreement, the term Subcustodian and the
term securities depositories include a branch of the Bank,
a branch of a qualified U.S. bank, an eligible foreign
custodian, or an eligible foreign securities depository,
where such terms shall mean:
(a) "qualified U.S. bank" shall mean a U.S. bank as
described in paragraph (a)(2)(ii)(A)(1) of the
Department of Labor Regulations Section 2550.404b-1;
(b) "eligible foreign custodian" shall mean a banking
institution incorporated or organized under the laws
of a country other than the United States which is
supervised or regulated by that country's government
or an agency thereof or other regulatory authority in
the foreign jurisdiction having authority over banks;
and
(c) "eligible foreign securities depository" shall mean a
securities depository or clearing agency,
incorporated or organized under the laws of a country
other than the United States, which is supervised or
regulated by that country's government or an agency
thereof or other regulatory authority in the foreign
jurisdiction having authority over such depositories
or clearing agencies and which is described in
paragraph (c)(2) of the Department of Labor
Regulations Section 2550.404b-1.
Section 4. Use of Subcustodian.
Subsection (d) of this section is modified by deleting the
last sentence.
Section 5. Deposit Account Payments.
Subsection (b) is amended to read as follows:
(b) In the event that any payment made under this Section
5 exceeds the funds available in the Deposit Account, such
discretionary advance shall be deemed a service provided
by the Bank under this Agreement for which it is entitled
to recover its costs as may be determined by the Bank in
good faith.
Section 10. Authorized Persons.
Add the following paragraph at the end of Section 10:
Customer represents that: a) Instructions will only be issued
by or for a fiduciary pursuant to Department of Labor
Regulation Section 404b-1 (a)(2)(i) and b) if Instructions
are to be issued by an investment manager, such entity will
meet the requirements of Section 3(38) of ERISA and will have
been designated by the Customer to manage assets held in the
Customer Accounts ("Investment Manager"). An Investment
Manager may designate certain of its employees to act as
Authorized Persons under this Agreement.
Section 14(a). Foreign Exchange Transaction
Add the following paragraph at the end of Subsection 14(a):
Instructions to execute foreign exchange transactions with
the Bank, its subsidiaries, affiliates or Subcustodians will
include (1) the time period in which the transaction must be
completed; (2) the location i.e., Chase New York, Chase
London, etc. or the Subcustodian with whom the contract is to
be executed and (3) such additional information and
guidelines as may be deemed necessary; and, if the
Instruction is a standing Instruction, a provision allowing
such Instruction to be overridden by specific contrary
Instructions.
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Each of the Entities Listed on Schedule A Hereto
effective January 3, 1994
Customer represents that the Assets being placed in the
Bank's custody are subject to the Investment Company Act of 1940
(the Act), as the same may be amended from time to time.
Except to the extent that the Bank has specifically agreed to
comply with a condition of a rule, regulation, interpretation
promulgated by or under the authority of the SEC or the Exemptive
Order applicable to accounts of this nature issued to the Bank
(Investment Company Act of 1940, Release No. 12053, November 20,
1981), as amended, or unless the Bank has otherwise specifically
agreed, the Customer shall be solely responsible to assure that
the maintenance of Assets under this Agreement complies with such
rules, regulations, interpretations or exemptive order
promulgated by or under the authority of the Securities Exchange
Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in
this Agreement shall mean a branch of a qualified U.S. bank,
an eligible foreign custodian or an eligible foreign
securities depository, which are further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank
as defined in Rule 17f-5 under the Investment Company Act of
1940;
(b) "eligible foreign custodian" shall mean (i) a banking
institution or trust company incorporated or organized under
the laws of a country other than the United States that is
regulated as such by that country's government or an agency
thereof and that has shareholders' equity in excess of $200
million in U.S. currency (or a foreign currency equivalent
thereof), (ii) a majority owned direct or indirect subsidiary
of a qualified U.S. bank or bank holding company that is
incorporated or organized under the laws of a country other
than the United States and that has shareholders' equity in
excess of $100 million in U.S. currency (or a foreign
currency equivalent thereof)(iii) a banking institution or
trust company incorporated or organized under the laws of a
country other than the United States or a majority owned
direct or indirect subsidiary of a qualified U.S. bank or
bank holding company that is incorporated or organized under
the laws of a country other than the United States which has
such other qualifications as shall be specified in
Instructions and approved by the Bank; or (iv) any other
entity that shall have been so qualified by exemptive order,
rule or other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a
securities depository or clearing agency, incorporated or
organized under the laws of a country other than the United
States, which operates (i) the central system for handling
securities or equivalent book-entries in that country, or
(ii) a transnational system for the central handling of
securities or equivalent book-entries.
The Customer represents that its Board of Directors has
approved each of the Subcustodians listed in Schedule B to this
Agreement and the terms of the subcustody agreements between the
Bank and each Subcustodian, which are attached as Exhibits I
through of Schedule B, and further represents that its
Board has determined that the use of each Subcustodian and the
terms of each subcustody agreement are consistent with the best
interests of the Fund(s) and its (their) shareholders. The Bank
will supply the Customer with any amendment to Schedule B for
approval. As requested by the Bank, the Customer will supply the
Bank with certified copies of its Board of Directors
resolution(s) with respect to the foregoing prior to placing
Assets with any Subcustodian so approved.
Section 11. Instructions.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions
made pursuant to Section 5 and 6 of this Agreement may be
made only for the purposes listed below. Instructions must
specify the purpose for which any transaction is to be made
and Customer shall be solely responsible to assure that
Instructions are in accord with any limitations or
restrictions applicable to the Customer by law or as may be
set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at
prices as confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or
otherwise become payable;
(c) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan or
merger, consolidation, reorganization, recapitalization or
readjustment;
(d) Upon conversion of Securities pursuant to their terms
into other securities;
(e) Upon exercise of subscription, purchase or other similar
rights represented by Securities;
(f) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses;
(g) In connection with any borrowings by the Customer
requiring a pledge of Securities, but only against receipt of
amounts borrowed;
(h) In connection with any loans, but only against receipt
of adequate collateral as specified in Instructions which
shall reflect any restrictions applicable to the Customer;
(i) For the purpose of redeeming shares of the capital stock
of the Customer and the delivery to, or the crediting to the
account of, the Bank, its Subcustodian or the Customer's
transfer agent, such shares to be purchased or redeemed;
(j) For the purpose of redeeming in kind shares of the
Customer against delivery to the Bank, its Subcustodian or
the Customer's transfer agent of such shares to be so
redeemed;
(k) For delivery in accordance with the provisions of any
agreement among the Customer, the Bank and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), 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 the Customer;
(l) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities
shall be released only upon payment to the Bank of monies for
the premium due and a receipt for the Securities which are to
be held in escrow. Upon exercise of the option, or at
expiration, the Bank will receive from brokers the Securities
previously deposited. The Bank will act strictly in
accordance with Instructions in the delivery of Securities to
be held in escrow and will have no responsibility or
liability for any such Securities which are not returned
promptly when due other than to make proper request for such
return;
(m) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from
Securities or related transactions;
(n) For other proper purposes as may be specified in
Instructions issued by an officer of the Customer which shall
include a statement of the purpose for which the delivery or
payment is to be made, the amount of the payment or specific
Securities to be delivered, the name of the person or persons
to whom delivery or payment is to be made, and a
certification that the purpose is a proper purpose under the
instruments governing the Customer; and
(o) Upon the termination of this Agreement as set forth in
Section 14(i).
Section 12. Standard of Care; Liabilities.
Add the following subsection (c) to Section 12:
(c) The Bank hereby warrants to the Customer that in its
opinion, after due inquiry, the established procedures to be
followed by each of its branches, each branch of a qualified
U.S. bank, each eligible foreign custodian and each eligible
foreign securities depository holding the Customer's
Securities pursuant to this Agreement afford protection for
such Securities at least equal to that afforded by the Bank's
established procedures with respect to similar securities
held by the Bank and its securities depositories in New York.
Section 14. Access to Records.
Add the following language to the end of Section 14(c):
Upon reasonable request from the Customer, the Bank shall
furnish the Customer such reports (or portions thereof) of
the Bank's system of internal accounting controls applicable
to the Bank's duties under this Agreement. The Bank shall
endeavor to obtain and furnish the Customer with such similar
reports as it may reasonably request with respect to each
Subcustodian and securities depository holding the Customer's
assets.
GLOBAL CUSTODY AGREEMENT
WITH
DATE
SPECIAL TERMS AND CONDITIONS RIDER
January, 1994 Schedule B
SUB-CUSTODIANS EMPLOYED BY
THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
ARGENTINA The Chase Manhattan Bank, T h e C h a s e
N.A. Manhattan Bank,
Main Branch N.A. Buenos Aires
25 De Mayo 130/140
Buenos Aires
ARGENTINA
AUSTRALIA The Chase Manhattan Bank, T h e C h a s e
Australia Limited Manhattan Bank
36th Floor Australia Limited
World Trade Centre Sydney
Jamison Street
Sydney
New South Wales 2000
AUSTRALIA
AUSTRIA Creditanstalt - Bankvereln Credit Lyonnais
Schottengasse 6 Vienna
A - 1011, Vienna
AUSTRIA
BANGLADESH Standard Chartered Bank Standard Chartered
18-20 Motijheel C.A. Bank Dhaka
Box 536,
Dhaka-1000
BANGLADESH
BELGIUM Generale Bank Credit Lyonnais
3 Montagne Du Parc Bank Brussels
1000 Bruxelles
BELGIUM
BOTSWANA Standard Chartered Bank Standard Chartered
Botswana Ltd. Bank Botswana Ltd.
4th Floor Commerce House Gaborone
The Mall
Gaborone
BOTSWANA
BRAZIL Banco Chase Manhattan, S.A. Banco Chase
Chase Manhattan Center Manhattan S.A.
Rua Verbo Divino, 1400 Sao Paulo
Sao Paulo, SP 04719-002
BRAZIL
CANADA The Royal Bank of Canada Toronto Dominion
Royal Bank Plaza Bank
Toronto Toronto
Ontario M5J 2J5
CANADA
Canada Trust Toronto Dominion
Canada Trust Tower Bank
BCE Place Toronto
161 Bay at Front
Toronto
Ontario M5J 2T2
CANADA
CHILE The Chase Manhattan Bank, T h e C h a s e
N.A. Manhattan Bank,
Agustinas 1235 N.A.
Casilla 9192 Santiago
Santiago
CHILE
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia
Sociedad Fiduciaria S.A. Sociedad
Av. Jimenez No 8-89 Fiduciaria
Santafe de Bogota, DC Santafe de Bogota
COLOMBIA
C Z E C H Ceskoslovenska Obchodni Ceskoslovenska
REPUBLC Banka, A.S. Obchodni Banka,
Na Prikoope 14 A.S.
115 20 Praha 1 Praha
CZECH REPUBLIC
DENMARK Den Danske Bank Den Danske Bak
2 Holmens Kanala DK 1091 Copenhagen
Copenhagen
DENMARK
EUROBONDS Cedel S.A. ECU:Lloyds Bank
67 Boulevard Grande Duchesse PLC
Charlotte International
LUXEMBOURG Banking Dividion
A/c The Chase Manhattan London
Bank, N.A. For all other
London currencies: see
A/c No. 17817 relevant country
EURO CDS First Chicago Clearing ECU:Lloyds Bank
Centre PLC
27 Leadenhall Street Banking Division
London EC3A 1AA London
UNITED KINGDOM For all other
currencies: see
relevant country
FINLAND Kansallis-Osake-Pankki Kanasallis-Osake-
Aleksanterinkatu 42 Pankki
00100 Helsinki 10
FINLAND
FRANCE Banque Paribas Societe Generale
Ref 256 Paris
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
GERMANY Chase Bank A.G. Chase Bank A.G.
Alexanderstrasse 59 Frankfurt
Postfach 90 01 09
60441 Frankfurt/Main
GERMANY
GREECE National Bank of Greece S.A. National Bank of
38 Stadiou Street Greece S.A. Athens
Athens A / c C h a s e
GREECE Manhattan Bank,
N.A., London
A / c N o .
040/7/921578-68
HONG KONG The Chase Manhattan Bank, T h e C h a s e
N.A. Manhattan Bank,
40/F One Exchange Square N.A.
8, Connaught Place Hong Kong
Central, Hong Kong
HONG KONG
HUNGARY Citibank Budapest Rt. Citibank Budapest
Vaci Utca 19-21 Rt.
1052 Budapest V Budapest
HUNGARY
INDIA The Hongkong and Shanghai The Hongkong and
Banking Corporation Limited Shanghai
52/60 Mahatma Gandhi Road B a n k i n g
Bombay 400 001 Corporation
INDIA Limited
Bombay
INDONESIA The Hongkong and Shanghai T h e C h a s e
Banking Corporation Limited Manhattan Bank,
World Trade Center N.A.
J1. Jend Sudirman Kav. 29-31 Jakarta
Jakarta 10023
INDONESIA
IRELAND Bank of Ireland Allied Irish Bank
International Financial Dublin
Services Centre
1 Hargourmaster Place
Dublin 1
IRELAND
ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-
19 Herzi Street Israel B.M.
65136 Tel Aviv Tel Aviv
ISRAEL
ITALY The Chase Manhattan Bank, T h e C h a s e
N.A. Manhattan Bank,
Piazza Meda 1 N.A.
20121 Milan Milan
ITALY
JAPAN The Chase Manhattan Bank, T h e C h a s e
N.A. Manhattan Bank,
1-3 Marunouchi 1-Chome N.A.
Chiyoda-Ku Tokyo
Tokyo 100
JAPAN
JORDAN Arab Bank Limited Arab Bank Limited
P.O. Box 950544-5 Amman
Amman
Shmeisani
JORDAN
LUXEMBOURG Banque Generale du Banque Generale du
Luxembourg S.A. Luxembourg S.A.
27 Avenue Monterey Luxembourg
LUXEMBOURG
MALAYSIA The Chase Manhattan Bank, T h e C h a s e
N.A. Manhattan Bank,
Pernas International N.A.
Jalan Sultan Ismail Kuala Lumpur
50250, Kuala Lumpur
MALAYSIA
MEXICO The Chase Manhattan Bank, No correspondent
(Equities) N.A. Bank
Hamburgo 213, Piso 7
06660 Mexico D.F.
MEXICO
(Government Banco Nacional de Mexico, Banque Commerciale
Bonds) Avenida Juarez No. 104 - 11 du Maroc
Piso Casablanca
06040 Mexico D.F.
MEXICO
NETHERLANDS ABN AMRO N.V. Credit Lyonnais
Securities Centre Bank Nederland
P.O. Box 3200 N.V.
4800 De Breda Rotterdam
NETHERLANDS
NEW ZEALAND National Nominees Limited National Bank of
Level 2 BNZ Tower New Zealand
125 Queen Street Wellington
Auckland
NEW ZEALAND
NORWAY Den Norske Bank Den Norske Bank
Kirkegaten 21 Oslo
Oslo 1
NORWAY
PAKISTAN Citibank N.A. Citibank N.A.
State Life Building No.1 Karachi
I.I. Chundrigar Road
Karachi
PAKISTAN
PERU Citibank, N.A. Citibank N.A.
Camino Real 457 Lima
CC Torre Real - 5th Floor
San Isidro, Lima 27
PERU
PHILIPPINES The Hongkong and Shanghai The Hongkong and
Banking Corporation Limited Shaghai Banking
Hong Kong Bank Centre 3/F Corporation
San Miguel Avenue Limited
Ortigas Commercial Centre Manila
Pasig Metro Manila
PHILIPPINES
POLAND Bank Polska Kasa Opieki S.A. Bank Potska Kasa
6/12 Nowy Swiat Str Opieki S.A.
00-920 Warsaw Warsaw
POLAND
PORTUGAL Banco Espirito Santo & Banco Pinto &
Comercial de Lisboa Sotto Mayor
Servico de Gestaode Titulos Avenida Fontes
R. Mouzinho da Silvelra, 36 Pereira de Melo
r/c 1000 Lisbon
1200 Lisbon
PORTUGAL
SHANGHAI The Hongkong and Shanghai T h e C h a s e
(CHINA) Banking Corporation Limited Manhattan Bank,
Shanghai Branch N.A.
Corporate Banking Centre Hong Kong
Unit 504, 5/F Shanghai
Centre
1376 Hanjing Xi Lu
Shanghai
THE PEOPLE'S REPUBLIC OF
CHINA
SCHENZHEN The Hongkong and Shanghai T h e C h a s e
(CHINA) Banking Corporation Limited Manhattan Bank,
1st Floor N.A.
Central Plaza Hotel Hong Kong
No. 1 Chun Feng Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF
CHINA
SINGAPORE The Chase Manhattan Bank, T h e C h a s e
N.A. Manhattan Bank,
Shell Tower N.A.
50 Raffles Place Singapore
Singapore 0104
SINGAPORE
SOUTH KOREA The Hongkong & Shanghai The Hongkong &
Banking Corporation Limited Shanghai Banking
6/F Kyobo Building Corporation
#1 Chongro, 1-ka Chongro-Ku, Limited
Seoul Seoul
SOUGH KOREA
SPAIN The Chase Manhattan Bank, Banco Zaragozano,
N.A. S.A.
Calle Peonias 2 Madrid
7th Floor
La Piovera
28042 Madrid
SPAIN
URUGUAY The First National Bank of The First National
Boston Bank of Boston
Zabala 1463 Montevideo
Montevideo
URUGUAY
U.S.A The Chase Manhattan Bank, T h e C h a s e
N.A. Manhattan Bank,
1 Chase Manhattan Plaza N.A.
New York New York
NY 10081
U.S.A.
VENEZUELA Citibank N.A. Citibank N.A.
Carmelitas a Altagracia Caracas
Edificio Citibank
Caracas 1010
VENEZUELA
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of April 18, 1994 (the
"Amendment Agreement") to the Global Custody Agreement, effective
January 3, 1994 (the "Custody Agreement") by and between each of
the Entities listed in Attachment A hereto, separately and
individually (each such entity referred to hereinafter as the
"Customer") and THE CHASE MANHATTAN BANK, N.A. (the "Bank").
Terms defined in the Custody Agreement are used herein as therein
defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its
global custodian and the bank wishes to accept such appointment
pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody
Agreement ("Schedule A") shall be amended to add each
Customer listed in Attachment A hereto. The revised
Schedule A incorporating these changes in the form
attached hereto as Attachment B shall supersede the
existing Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all
respects by all the terms and conditions of the Custody
Agreement and shall be fully liable thereunder as a
"Customer" as defined in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby, the
Custody Agreement is in full force and effect and as so
amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be
construed in accordance with and governed by the law of
the State of New York without regard to its conflict of
law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
By:
_
Alan P. Naughton
Vice President
EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO,
SEPARATELY AND INDIVIDUALLY
By:
Carmen F. Deyesu
Treasurer
Attachment A
LIST OF CUSTOMERS
T. Rowe Price International Series, Inc. on behalf of the
T. Rowe Price International Stock Portfolio
T. Rowe Price Equity Series, Inc. on behalf of the
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price New America Growth Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of
T. Rowe Price Limited-Term Bond Portfolio
Attachment B
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is
REGISTERED UNDER THE INVESTMENT applicable to all
COMPANY ACT OF 1940 Customers listed under
Section I of this
Schedule A.
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund,
Inc.
T. Rowe Price Capital Appreciation
Fund
T. Rowe Price Dividend Growth Fund,
Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Growth & Income Fund,
Inc.
T. Rowe Price Growth Stock Fund,
Inc.
Institutional International Funds,
Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds,
Inc. on behalf of:
T. Rowe Price European Stock
Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International
Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America
Fund
T. Rowe Price New Asia Fund
T. Rowe Price International
Series, Inc., on behalf of:
T. Rowe Price International
Stock Portfolio
T. Rowe Price Mid-Cap Growth Fund,
Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund,
Inc.
T. Rowe Price OTC Fund, Inc. on
behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology
Fund, Inc.
T. Rowe Price Small-Cap Value
Fund, Inc.
CUNA Mutual Funds, Inc. on behalf
of:
CUNA Mutual Cornerstone Fund
T. Rowe Price Equity Series, Inc.
on behalf of:
T. Rowe Price Equity Income
Portfolio
T. Rowe Price New America
Growth Portfolio
T. Rowe Price New America Growth
Fund, Inc.
Income Funds The ERISA Rider is
applicable to all
T. Rowe Price Adjustable Rate U.S. Customers under Section
Government Fund, Inc. II of this Schedule A.
T. Rowe Price High Yield Fund,
Inc.
T. Rowe Price New Income Fund,
Inc.
T. Rowe Price Short-Term Bond
Fund, Inc.
T. Rowe Price Summit Funds, Inc.
on behalf of:
T. Rowe Price Summit Limited-
Term Bond Fund
T. Rowe Price International Funds,
Inc. on behalf of:
T. Rowe Price Global
Government Income Fund
T. Rowe Price International
Bond Fund
T. Rowe Price Short-Term
Global Income Fund
T. Rowe Price Income Series, Inc.
on behalf of:
T. Rowe Price Limited-Term
Bond Portfolio
II. ACCOUNTS SUBJECT TO ERISA
T. Rowe Price Trust Company, as
Trustee for the
Johnson Matthey Salaried
Employee Savings Plan
Common Trust Funds __________________
T. Rowe Price Trust company, as
Trustee for the
International Common Trust Fund on
behalf of
the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-
Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
No Riders are
New York City International Common applicable to the
Trust Fund Customer listed under
Section III of this
III. OTHER Schedule A.
RPFI International Partners, L.P.
<PAGE>
PAGE 1
July 25, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: CUNA Mutual Funds, Inc. - CUNA Mutual Cornerstone Fund, CUNA Mutual
U.S. Government Income Fund, and CUNA Mutual Tax-Free Intermediate-
Term Fund (File Nos. 811-07105 and 33-50549)
Commissioners:
We are counsel to the above-referenced registrant which proposes to
file, pursuant to paragraph (b) of Rule 485 (the "Rule"), Post-Effective
Amendment No. 1 (the "Amendment") to its registration statement under the
Securities Act of 1933, as amended.
Pursuant to paragraph (e) of the Rule, we represent that the
Amendment does not contain disclosures which would render it ineligible
to become
effective pursuant to paragraph (b) of the Rule.
Sincerely,
/s/Shereff, Friedman, Hoffman & Goodman
Shereff, Friedman, Hoffman & Goodman
<PAGE>
PAGE 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A (the
"Registration
Statement") of our report dated June 17, 1994, relating to the financial
statements and financial highlights appearing in the May 31, 1994 Annual
Report
to Shareholders of the CUNA Mutual Cornerstone Fund, a separate series of
the
CUNA Mutual Funds, Inc., which appears in such Statement of Additional
Information. We also consent to the references to us under the heading
"Financial Highlights" in the Prospectus and under the heading "Independent
Accountants" in the Statement of Additional Information.
/s/Price Waterhouse
PRICE WATERHOUSE
Baltimore, Maryland
August 1, 1994
<PAGE>
PAGE 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A (the "Registration
Statement") of our report dated June 17, 1994, relating to the financial
statements and financial highlights appearing in the May 31, 1994 Annual
Report
to Shareholders of the CUNA Mutual U.S. Government Income Fund, a separate
series
of the CUNA Mutual Funds, Inc., which appears in such Statement of
Additional
Information. We also consent to the references to us under the heading
"Financial Highlights" in the Prospectus and under the heading "Independent
Accountants" in the Statement of Additional Information.
/s/Price Waterhouse
PRICE WATERHOUSE
Baltimore, Maryland
August 1, 1994
<PAGE>
PAGE 3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A (the
"Registration
Statement") of our report dated June 17, 1994, relating to the financial
statements and financial highlights appearing in the May 31, 1994 Annual
Report
to Shareholders of the CUNA Mutual Tax-Free Intermediate-Term Fund, a
separate
series of the CUNA Mutual Funds, Inc., which appears in such Statement of
Additional Information. We also consent to the references to us under the
heading "Financial Highlights" in the Prospectus and under the heading
"Independent Accountants" in the Statement of Additional Information.
/s/Price Waterhouse
PRICE WATERHOUSE
Baltimore, Maryland
August 1, 1994
<PAGE>
