1933 Act File No. 333-31137
1940 Act File No. 811-8281
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
----
Pre-Effective Amendment No. ..................
Post-Effective Amendment No. 1 ...................X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3 ...................................
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GREAT PLAINS FUNDS
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
Victor R. Siclari, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b) on
_________________ pursuant to paragraph (b) 60 days after filing
pursuant to paragraph (a) (i) on pursuant to paragraph (a) (i). 75
days after filing pursuant to paragraph (a)(ii) on
_________________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
filed the Notice required by that Rule on _________________; or
intends to file the Notice required by that Rule on or about
October 15, 1998 or during the most recent fiscal year did not
sell any securities pursuant to Rule 24f-2 under the
Investment Company Act of 1940, and, pursuant to Rule 24f-2(b)(2),
need not file the Notice.
Copies To:
Cameron S. Avery, Esquire
Bell, Boyd & Lloyd
3 First National Plaza
70 West Madison St.
Chicago, IL 60602
<PAGE>
CROSS-REFERENCE SHEET
This Registration Statement of the Great Plains Funds, which
consists of five portfolios, (1) Great Plains Equity Fund; (2) Great
Plains International Equity Fund;(3) Great Plains Premier Fund; (4)
Great Plains Intermediate Bond Fund; and (5) Great Plains Tax-Free
Bond Fund, is comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
<TABLE>
<CAPTION>
Prospectus Heading
(RULE 404(C) CROSS REFERENCE)
<C> <S> <C>
Item 1. COVER PAGE..................................(1-5)Cover Page.
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Item 2. SYNOPSIS (1-5)Summary of Fund Expenses.
Item 3. CONDENSED FINANCIAL
INFORMATION (1-5) Performance Information;
Item 4. GENERAL DESCRIPTION OF
REGISTRANT.................................(1-5) Synopsis; (1-5) Fund Objective and Policies;
(1-5) Portfolio Investments and Strategies.
Item 5. MANAGEMENT OF THE FUND......................(1-5) Great Plains Funds Information; (1-5) Management
----------------------
of the Trust; (1-5) Brokerage Transactions; (1-5)
Distribution of Fund Shares; (1-5) Shareholder
Servicing Arrangements; (1-5) Administrative
Arrangements; (1-5) Administration of the Trust; (1-5)
Administrative Services; (1-5) Expenses of the Funds;
(1-5) Distribution Plan.
Item 6. CAPITAL STOCK AND OTHER
SECURITIES.................................(1-5) Dividends and Capital Gains; (1-5) Certificates
and Confirmations; (1-5) Shareholder Information; (1-5)
Voting Rights; (1-5) Effect of Banking Laws; (1-5)
Tax Information; (1-5) Federal Income Tax; (1-5) State
and Local Taxes; (5) Nebraska Taxes.
Item 7. PURCHASE OF SECURITIES BEING
OFFERED....................................(1-5) Net Asset Value; (1-5) Investing in the Funds;
(1-5) Share Purchases; (1-5) Minimum Investment Required;
(1-5) What Shares Cost; (1-5) Reducing the Sales Charge;
(1-5) Sales Charge Waivers; (1-5) Systematic Investment
Program; (1-5) Exchange Privilege.
Item 8. REDEMPTION OR REPURCHASE....................(1-5) Redeeming Shares; (1-5) By Telephone; (1-5) By
Mail;(1-5) Systematic Withdrawal; (1-5) Accounts with
Low Balances.
Item 9. PENDING LEGAL PROCEEDINGS None.
<PAGE>
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. COVER PAGE..................................(1-5) Cover Page.
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Item 11. TABLE OF CONTENTS...........................(1-5) Table of Contents.
-----------------
Item 12. GENERAL INFORMATION AND
HISTORY (1-5) Banking Laws.
Item 13. INVESTMENT OBJECTIVES AND
POLICIES...................................(1-5) Policies and Acceptable Investments; (1-5)
Investment Limitations; (5) Nebraska Investment Risks.
Item 14. MANAGEMENT OF THE FUND......................(1-5) Great Plains Funds Management; (1-5) Trustees'
----------------------
Compensation.
Item 15. CONTROL PERSONS AND
PRINCIPAL HOLDERS OF
SECURITIES Not applicable.
Item 16. INVESTMENT ADVISORY AND
OTHER SERVICES.............................(1-5) Investment Advisory Services; (1-5) Shareholder
Servicing Arrangements; (1-5) Other Services.
Item 17. BROKERAGE ALLOCATION........................(1-5) Brokerage Transactions.
--------------------
Item 18. CAPITAL STOCK AND OTHER
SECURITIES Not applicable.
Item 19. PURCHASE, REDEMPTION AND PRICING
OF SECURITIES BEING OFFERED................(1-5) Distribution Plan and Agreement; (1-5)
Determining Market Value; (1-5) Redemption in Kind.
Item 20. TAX STATUS..................................(1-5) Tax Status; (1-5) Massachusetts Partnership Law;.
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Item 21. UNDERWRITERS................................Not applicable.
------------
Item 22. CALCULATION OF PERFORMANCE
DATA.......................................(1-5) Total Return;(1-5) Yield; (5) Tax-Equivalent
Yield; (1-5) Performance Comparisons;
Item 23. FINANCIAL STATEMENTS........................(1-5) To be filed by Amendment.
--------------------
</TABLE>
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (Filed in Part A)
(b) Exhibits:
(1) Conformed Copy of Declaration of Trust of
the Registrant;(1.)
(2) Copy of By-Laws of the Registrant;(1.)
(3) Not applicable;
(4) Not applicable;
(5) (i) Conformed Copy of Investment
Advisory Contract of the
Registrant;(3.)
(ii-vi) Conformed Copy of Exhibits
A through E to the Investment
Advisory Contract;(3.)
(vii)Conformed Copy the Sub-Advisory Contract;(3.)
(6) (i) Conformed Copy of Distributor's
Contract of the Registrant; (2.)
(ii)Conformed Copy of Exhibit A to the
Distributor's Contract; (2.)
(iii)Conformed Copy of Mutual Fund
Sales and Service Agreement; (2.)
(7) Not applicable;
(8) (i) Conformed Copy of Custodian
Contract of the Registrant;+
(9) Conformed Copy of Agreement for Fund
Accounting Services, Administrative
Services, and Transfer Agency Services of
the Registrant; (2.)
(10) Conformed Copy of Opinion and Consent of
Counsel as to legality of shares being
registered;(2.)
(11) Conformed Copy of Consent of Independent
Auditors; (2.)
(12) Not applicable;
(13) Conformed Copy of Initial Capital
Understanding;(3.)
(14) Not applicable;
(15) (i) Conformed Copy of Distribution Plan
of Registrant; (2.)
(ii) Conformed Copy of Exhibit A to the
Distribution Plan; (2.)
(16) Not applicable to current filing;
(17) Not applicable to current filing;
(18) Not applicable to current filing;
(19) Conformed copy of Power of Attorney; (2.)
Item 25. Persons Controlled by or Under Common Control with Registrant
None
- -------------------------
+ All exhibits have been filed electronically.
(1.) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed July 11, 1997 (File
Nos. 333-31137 and 811-8281.)
(2.) Response is incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 on Form N-1A filed September 10,
1997 (File Nos. 333-31137 and 811-8281.)
(3.) Response is incorporated by reference to Registrant's
Pre-Effective Amendment No. 2 on Form N-1A filed September 18,
1997 (File Nos. 333-31137 and 811-8281.)
<PAGE>
Item 26. Number of Holders of Securities:
Number of Record Holders
TITLE OF CLASS AS OF_AUGUST 25, 1997
-------------- ---------------------
Shares of beneficial interest
(no par value)
Great Plains Equity Fund 0
Great Plains Premier Fund 0
Great Plains International Equity Fund 0
Great Plains Intermediate Bond Fund 1
Great Plains Tax-Free Bond Fund 0
Item 27. Indemnification:
Indemnification is provided to Officers and Trustees
of the Registrant pursuant to Section 2 of Article
XI of Registrant's Declaration of Trust. The
Investment Advisory Contract between the Registrant
and First Commerce Investors ("Adviser") provides
that, in the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of
the obligations or duties under the Investment
Advisory Contract on the part of Adviser, Adviser
shall not be liable to the Registrant or to any
shareholder for any act or omission in the course of
or connected in any way with rendering services or
for any losses that may be sustained in the
purchase, holding, or sale of any security.
Registrant's Trustees and Officers are covered by an
Investment Trust Errors and Omissions Policy.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
Trustees, Officers, and controlling persons of the
Registrant by the Registrant pursuant to the
Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against
public policy as expressed in the Act and,
therefore, is unenforceable. In the event that a
claim for indemnification against such liabilities
(other than the payment by the Registrant of
expenses incurred or paid by Trustees, Officers, or
controlling persons of the Registrant in connection
with the successful defense of any act, suit, or
proceeding) is asserted by such Trustees, Officers,
or controlling persons in connection with the shares
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 issues.
Insofar as indemnification for liabilities may be
permitted pursuant to Section 17 of the Investment
Company Act of 1940 for Trustees, Officers, and
controlling persons of the Registrant by the
Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant is aware of the position
of the Securities and Exchange Commission as set
forth in Investment Company Act Release No.
IC-11330. Therefore, the Registrant undertakes that
in addition to complying with the applicable
provisions of the Declaration of Trust or otherwise,
in the absence of a final decision on the merits by
a court or other body before which the proceeding
was brought, that an indemnification payment will
not be made unless in the absence of such a
decision, a reasonable determination based upon
factual review has been made (i) by a majority vote
of a quorum of non-party Trustees who are not
interested persons of the Registrant or (ii) by
independent legal counsel in a written opinion that
the indemnitee was not liable for an act of willful
misfeasance, bad faith, gross negligence, or
reckless disregard of duties. The Registrant further
undertakes that advancement of expenses incurred in
the defense of a proceeding (upon undertaking for
repayment unless it is ultimately determined that
indemnification is appropriate) against an Officer,
Trustee, or controlling person of the Registrant
will not be made absent the fulfillment of at least
one of the following conditions: (i) the indemnitee
provides security for his undertaking; (ii) the
Registrant is insured against losses arising by
reason of any lawful advances; or (iii) a majority
of a quorum of disinterested non-party Trustees or
independent legal counsel in a written opinion makes
a factual determination that there is reason to
believe the indemnitee will be entitled to
indemnification.
Item 28. Business and Other Connections of Investment Adviser:
(a) First Commerce Investors, Inc. is a registered
investment adviser providing investment management
services to individuals and institutional clients.
First Commerce Investors, Inc. is a wholly owned
subsidiary of First Commerce Bancshares, Inc., a
multi-bank holding company organized as a Nebraska
corporation ("FCB"). Through its subsidiaries and
affiliates, FCB provides a comprehensive range of
trust, commercial, consumer, correspondent and
mortgage banking services. At December 31, 1996,
FCB had an asset base of over $2 billion.
Although First Commerce Investors, Inc. has not
previously served as an investment adviser to
a mutual fund, it has managed, on behalf of
its trust clients, eight common and
collective investment funds having a market
value of approximately $1.6 billion.
The principal executive officers and directors of
the Trust's Investment Adviser and Sub-Adviser are
set forth in the following tables. Unless otherwise
noted, the position listed under other Substantial
Business, Profession, Vocation, or Employment is
with First Commerce Investors, Inc.
<PAGE>
<TABLE>
<CAPTION>
(1) (2) (3)
<S> <C> <C>
NAME POSITION WITH ADVISER OTHER SUBSTANTIAL BUSINESS,
PROFESSION, VOCATION OR EMPLOYMENT
James Stuart, III Chairman & CEO Chief Invest. Officer and Sec.,
Stuart Global Invest. Co., BVI;
Consultant, J. Stuart, III Sole
Proprietorship; Exec. V.P., Stuart
Investment Co.; Director, First
Commerce Bancshares
James Stuart, Jr. Vice President, Vice Chairman; Chairman & CEO, First Commerce
Director; Invest. Committee Member Bancshares; Vice Chairman, Director,
Invest. Committee Mem., First
Commerce Investors, Inc.; Chairman,
National Bank of Commerce
Harry Cameron Hinds President
Walter Bruce Remington, II Vice President Adjunct Faculty, U. of Nebraska
Jerry Edward Beyke Vice President General Partner, Beyke Asset
Management
Bradley F. Korell Director; Investment Committee President and Director, National Bank
Member of Commerce; Vice Chairman, Director
- Inv. Committee, First Commerce
Investors, Inc.
Keith LeRoy Broman Director; Chairman, Investment
Committee
Anne Elizabeth Hansen Asst. V.P. and Compliance Officer
Kenneth L. Cheloha Investment Committee Member CFO, Lincoln General Hospital;
Charles Wayne Hoskins Investment Committee Member Consultant
Gene Henry Koepke Investment Committee Member Professor, U. of Nebraska - Kearney
Roy Martin Otte Director; Investment Committee
Member
Christopher P. Sullivan Investment Officer
(b) Peter A. Kinney is a registered investment
adviser with the Securities and Exchange
Commission and has been acting in a consulting
capacity for First Commerce Investors, Inc.
since 1993. During that period, he has provided
consultation and recommendations on
international equities, economies and currencies
to First Commerce Investors, Inc. Peter A.
Kinney serves as Sub-Adviser to the Great Plains
International Equity Fund and the Great Plains
Equity Fund.
ITEM 29. PRINCIPAL UNDERWRITERS:
ITEM 29.PRINCIPAL UNDERWRITERS:
(a) Edgewood Services, Inc. the Distributor for
shares of the Registrant, acts as principal
underwriter for the following open-end
investment companies, including the
Registrant: BT Advisor Funds, BT
Institutional Funds, BT Investment Funds, BT
Pyramid Mutual Funds, Excelsior Funds,
Excelsior Funds, Inc., (formerly, UST Master
Funds, Inc.), Excelsior Institutional Trust,
Excelsior Tax-Exempt Funds, Inc. (formerly,
UST Master Tax-Exempt Funds, Inc.), FTI
Funds, FundManager Portfolios, Great Plains
Funds, Marketvest Funds, Marketvest Funds,
Inc., Old Westbury Funds, Inc. and WesMark
Funds.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Sholes Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
<PAGE>
S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
</TABLE>
(c) Not applicable
<PAGE>
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and Rules 31a-1 through 31a-3
promulgated thereunder are maintained at one of the following
locations:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Shareholder Services Company Federated Investors Tower
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent and Portfolio
Accounting Services")
Federated Services Company Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
National Bank of Commerce 1248 "O" Street
( "Custodian") Lincoln, Nebraska 68508
First Commerce Investors, Inc. 610 NBC Center
("Adviser") Lincoln, Nebraska 68508
Peter A. Kinney 11 S. LaSalle #2900
("Sub-Adviser") Chicago, IL 60603
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to file a
post-effective amendment, using financial statements
which need not be certified, within four to six
months from the effective date of Registrant's 1933
Act Registration Statement.
Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the 1940 Act with
respect to the removal of Trustees and the calling
of special shareholder meetings by shareholders.
Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, GREAT PLAINS
FUNDS, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 2nd day of
October, 1997.
GREAT PLAINS FUNDS
BY: /s/ Victor R. Siclari
Victor R. Siclari
Attorney in Fact for Edward C. Gonzales
October 2, 1997
Pursuant to the requirements of the Securities Act of 1933,
Registration Statement has been signed below by the following person
in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Victor R. Siclari
Victor R. Siclari Attorney In Fact October 2, 1997
For the Persons
Listed Below
NAME TITLE
Edward C Gonzales* President
C. Christine Thomson* Treasurer
Dr. Keith Broman* Trustee
Hugh Hansen* Trustee
George E. Howard* Trustee
Dr. Martin A. Massengale* Trustee
Keith C. Mitchell* Trustee
* By Power of Attorney
EXHIBIT 8(I) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
CUSTODIAN CONTRACT
BETWEEN
GREAT PLAINS FUNDS
AND
NATIONAL BANK OF COMMERCE
TABLE OF CONTENTS
PAGE
1. Employment of Custodian and Property to be Held by It............1
2. Duties of the Custodian With Respect to Property of
the Funds Held by the Custodian............................1
2.1 Holding Securities..........................................1
2.2 Delivery of Securities......................................1
2.3 Registration of Securities..................................3
2.4 Bank Accounts...............................................3
2.5 Payments for Shares.........................................3
2.6 Availability of Federal Funds...............................4
2.7 Collection of Income........................................4
2.8 Payment of Fund Moneys......................................4
2.9 Liability for Payment in Advance of Receipt of
Securities Purchased..................................5
2.10 Payments for Repurchases or Redemptions of Shares
of a Fund.............................................5
2.10 A Deposit of Fund Assets with Mutual Fund Transfer Agent....5
2.11 Appointment of Agents.......................................6
2.12 Deposit of Fund Assets in Securities System.................6
2.13 Segregated Account..........................................7
2.14 Joint Repurchase Agreements.................................7
2.15 Ownership Certificates for Tax Purposes.....................7
2.16 Proxies ....................................................7
2.17 Communications Relating to Fund Portfolio Securities........7
2.18 Proper Instructions.........................................8
2.19 Actions Permitted Without Express Authority.................8
2.20 Evidence of Authority.......................................8
2.21 Notice to Trust by Custodian Regarding Cash Movement........8
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income....................8
4. Records ....................................................9
5. Opinion of Funds' Independent Public Accountants/Auditors........9
6. Reports to Trust by Independent Public Accountants/Auditors......9
7. Compensation of Custodian........................................9
8. Responsibility of Custodian......................................9
9. Effective Period, Termination and Amendment.....................10
10. Successor Custodian.............................................11
11. Interpretive and Additional Provisions..........................11
12. Massachusetts Law to Apply......................................11
13. Notices ...................................................11
14. Counterparts 11
15. Limitations of Liability........................................12
<PAGE>
CUSTODIAN CONTRACT
This Contract between GREAT PLAINS FUNDS, a Massachusetts business
trust (the "Trust"), on behalf of the portfolios (hereinafter
collectively called the "Funds" and individually referred to as a
"Fund") of the Trust, having its principal place of business at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, and
NATIONAL BANK OF COMMERCE, a Nebraska corporation, having its
principal place of business at 1248 "O" Street, Lincoln, Nebraska,
68508, (the "Custodian").
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Trust hereby employs the Custodian as the custodian of
the assets of each of the Funds of the Trust, including
shares of other mutual funds ("Mutual Fund Shares"). Except
as otherwise expressly provided herein, the securities and
other assets of each of the Funds shall be segregated from
the assets of each of the other Funds and from all other
persons and entities. The Trust will deliver to the Custodian
all securities and cash owned by the Funds and all payments
of income, payments of principal or capital distributions
received by them with respect to all securities owned by the
Funds from time to time, and the cash consideration received
by them for shares ("Shares") of beneficial interest of the
Funds as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of the
Funds held or received by the Funds and not delivered to the
Custodian. With respect to uncertificated Mutual Fund Shares,
the holding of confirmation statements that identify the
Mutual Fund Shares as being recorded in the Custodian's name
on behalf of a Fund will be deemed custody for purposes
hereof. Upon receipt of "Proper Instructions" (within the
meaning of Section 2.18), the Custodian shall from time to
time employ one or more sub-custodians upon the terms
specified in the Proper Instructions, provided that the
Custodian shall have no more or less responsibility or
liability to the Trust or any of the Funds on account of any
actions or omissions of any sub-custodian so employed than
any such sub-custodian has to the Custodian.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUNDS HELD
BY THE CUSTODIAN
2.1 HOLDING SECURITIES. The Custodian shall hold and
physically segregate for the account of each Fund all
non-cash property, including all securities owned by
each Fund, other than securities which are maintained
pursuant to Section 2.12 in a clearing agency which
acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the
Treasury, collectively referred to herein as
"Securities System", securities which are subject to a
joint repurchase agreement with affiliated funds
pursuant to Section 2.14 and Mutual Fund Shares which
are maintained pursuant to Section 2.10A in an account
with the transfer agent for the mutual fund (the "Fund
Agent"). The Custodian shall maintain records of all
receipts, deliveries and locations of such securities,
together with a current inventory thereof, and shall
conduct periodic physical inspections of certificates
representing stocks, bonds and other securities held
by it under this Contract in such manner as the
Custodian shall determine from time to time to be
advisable in order to verify the accuracy of such
inventory. With respect to securities held by any
agent appointed pursuant to Section 2.11 hereof, and
with respect to securities held by any sub-custodian
appointed pursuant to Section 1 hereof, the Custodian
may rely upon certificates from such agent as to the
holdings of such agent and from such sub-custodian as
to the holdings of such sub-custodian, it being
understood that such reliance in no way relieves the
Custodian of its responsibilities under this Contract.
The Custodian will promptly report to the Trust the
results of such inspections, indicating any shortages
or discrepancies uncovered thereby, and take
appropriate action to remedy any such shortages or
discrepancies.
2.2 DELIVERY OF SECURITIES. The Custodian shall release
and deliver securities owned by a Fund held by the
Custodian or in a Securities System account of the
Custodian only upon receipt of Proper Instructions,
which may be continuing instructions when deemed
appropriate by the parties, and only in the following
cases:
(1) Upon sale of such securities for the account of a Fund
and receipt of payment therefor;
(2) Upon the receipt of payment in connection with
any repurchase agreement related to such
securities entered into by the Trust;
(3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.12 hereof;
(4) In the case of a sale of Mutual Fund Shares, in
accordance with the provisions of Section 2.10A hereof;
(5) To the depository agent in connection with
tender or other similar offers for portfolio
securities of a Fund, in accordance with the
provisions of Section 2.17 hereof;
(6) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
otherwise become payable; provided that, in any
such case, the cash or other consideration is to
be delivered to the Custodian;
(7) To the issuer thereof, or its agent, for
transfer into the name of a Fund or into the
name of any nominee or nominees of the Custodian
or into the name or nominee name of any agent
appointed pursuant to Section 2.11 or into the
name or nominee name of any sub-custodian
appointed pursuant to Section 1; or for exchange
for a different number of bonds, certificates or
other evidence representing the same aggregate
face amount or number of units; PROVIDED that,
in any such case, the new securities are to be
delivered to the Custodian;
(8) Upon the sale of such securities for the account
of a Fund, to the broker or its clearing agent,
against a receipt, for examination in accordance
with "street delivery custom"; provided that in
any such case, the Custodian shall have no
responsibility or liability for any loss arising
from the delivery of such securities prior to
receiving payment for such securities except as
may arise from the Custodian's own failure to
act in accordance with the standard of
reasonable care or any higher standard of care
imposed upon the Custodian by any applicable law
or regulation if such above-stated standard of
reasonable care were not part of this Contract;
(9) For exchange or conversion pursuant to any plan
of merger, consolidation, recapitalization,
reorganization or readjustment of the securities
of the issuer of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit
agreement; provided that, in any such case, the
new securities and cash, if any, are to be
delivered to the Custodian;
(10) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
securities or the surrender of interim receipts
or temporary securities for definitive
securities; provided that, in any such case, the
new securities and cash, if any, are to be
delivered to the Custodian;
(11) For delivery in connection with any loans of
portfolio securities of a Fund, BUT ONLY against
receipt of adequate collateral in the form of
(a) cash, in an amount specified by the Trust,
(b) certificated securities of a description
specified by the Trust, registered in the name
of the Fund or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof or
in proper form for transfer, or (c) securities
of a description specified by the Trust,
transferred through a Securities System in
accordance with Section 2.12 hereof;
(12) For delivery as security in connection with any
borrowings requiring a pledge of assets by a
Fund, BUT ONLY against receipt of amounts
borrowed, except that in cases where additional
collateral is required to secure a borrowing
already made, further securities may be released
for the purpose;
(13) For delivery in accordance with the provisions
of any agreement among the Trust or a Fund, the
Custodian and a broker-dealer registered under
the Securities Exchange Act of 1934, as amended,
(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 for a Fund;
(14) For delivery in accordance with the provisions
of any agreement among the Trust or a Fund, the
Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act,
relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or
organizations, regarding account deposits in
connection with transaction for a Fund;
(15) Upon receipt of instructions from the transfer
agent ("Transfer Agent") for a Fund, for
delivery to such Transfer Agent or to the
holders of shares in connection with
distributions in kind, in satisfaction of
requests by holders of Shares for repurchase or
redemption; and
(16) For any other proper corporate purpose, BUT ONLY
upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution
of the Executive Committee of the Trust on
behalf of a Fund signed by an officer of the
Trust and certified by its Secretary or an
Assistant Secretary, specifying the securities
to be delivered, setting forth the purpose for
which such delivery is to be made, declaring
such purpose to be a proper corporate purpose,
and naming the person or persons to whom
delivery of such securities shall be made.
2.3 REGISTRATION OF SECURITIES. Securities held by the
Custodian (other than bearer securities) shall be
registered in the name of a particular Fund or in the
name of any nominee of the Fund or of any nominee of
the Custodian which nominee shall be assigned
exclusively to the Fund, UNLESS the Trust has
authorized in writing the appointment of a nominee to
be used in common with other registered investment
companies affiliated with the Fund, or in the name or
nominee name of any agent appointed pursuant to
Section 2.11 or in the name or nominee name of any
sub-custodian appointed pursuant to Section 1. All
securities accepted by the Custodian on behalf of a
Fund under the terms of this Contract shall be in
"street name" or other good delivery form.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain a
separate bank account or accounts in the name of each
Fund, subject only to draft or order by the Custodian
acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for
the account of each Fund, other than cash maintained
in a joint repurchase account with other affiliated
funds pursuant to Section 2.14 of this Contract or by
a particular Fund in a bank account established and
used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended, (the "1940
Act"). Funds held by the Custodian for a Fund may be
deposited by it to its credit as Custodian in the
Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion
deem necessary or desirable; PROVIDED, however, that
every such bank or trust company shall be qualified to
act as a custodian under the 1940 Act and that each
such bank or trust company and the funds to be
deposited with each such bank or trust company shall
be approved by vote of a majority of the Board of
Trustees/Directors ("Board") of the Trust. Such funds
shall be deposited by the Custodian in its capacity as
Custodian for the Fund and shall be withdrawable by
the Custodian only in that capacity. If requested by
the Trust, the Custodian shall furnish the Trust, not
later than twenty (20) days after the last business
day of each month, an internal reconciliation of the
closing balance as of that day in all accounts
described in this section to the balance shown on the
daily cash report for that day rendered to the Trust.
2.5 PAYMENTS FOR SHARES. The Custodian shall make such
arrangements with the Transfer Agent of each Fund, as
will enable the Custodian to receive the cash
consideration due to each Fund and will deposit into
each Fund's account such payments as are received from
the Transfer Agent. The Custodian will provide timely
notification to the Trust and the Transfer Agent of
any receipt by it of payments for Shares of the
respective Fund.
2.6 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement
between the Trust and the Custodian, the Custodian
shall make federal funds available to the Funds as of
specified times agreed upon from time to time by the
Trust and the Custodian in the amount of checks,
clearing house funds, and other non-federal funds
received in payment for Shares of the Funds which are
deposited into the Funds' accounts.
2.7 COLLECTION OF INCOME.
(1) The Custodian shall collect on a timely basis
all income and other payments with respect to
registered securities held hereunder to which
each Fund shall be entitled either by law or
pursuant to custom in the securities business,
and shall collect on a timely basis all income
and other payments with respect to bearer
securities if, on the date of payment by the
issuer, such securities are held by the
Custodian or its agent thereof and shall credit
such income, as collected, to each Fund's
custodian account. Without limiting the
generality of the foregoing, the Custodian shall
detach and present for payment all coupons and
other income items requiring presentation as and
when they become due and shall collect interest
when due on securities held hereunder. The
collection of income due the Funds on securities
loaned pursuant to the provisions of Section 2.2
(10) shall be the responsibility of the Trust.
The Custodian will have no duty or
responsibility in connection therewith, other
than to provide the Trust with such information
or data as may be necessary to assist the Trust
in arranging for the timely delivery to the
Custodian of the income to which each Fund is
properly entitled.
(2) The Custodian shall promptly notify the Trust
whenever income due on securities is not
collected in due course and will provide the
Trust with monthly reports of the status of past
due income unless the parties otherwise agree.
2.8 PAYMENT OF FUND MONEYS. Upon receipt of Proper
Instructions, which may be continuing instructions
when deemed appropriate by the parties, the Custodian
shall pay out moneys of each Fund in the following
cases only:
(1) Upon the purchase of securities, futures
contracts or options on futures contracts for
the account of a Fund but only (a) against the
delivery of such securities, or evidence of
title to futures contracts, to the Custodian (or
any bank, banking firm or trust company doing
business in the United States or abroad which is
qualified under the 1940 Act to act as a
custodian and has been designated by the
Custodian as its agent for this purpose)
registered in the name of the Fund or in the
name of a nominee of the Custodian referred to
in Section 2.3 hereof or in proper form for
transfer, (b) in the case of a purchase effected
through a Securities System, in accordance with
the conditions set forth in Section 2.12 hereof,
(c) in the case of a purchase of Mutual Fund
Shares, in accordance with the conditions set
forth in Section 2.10A hereof; (d) in the case
of repurchase agreements entered into between
the Trust and any other party, (i) against
delivery of the securities either in certificate
form or through an entry crediting the
Custodian's account at the Federal Reserve Bank
with such securities or (ii) against delivery of
the receipt evidencing purchase for the account
of the Fund of securities owned by the Custodian
along with written evidence of the agreement by
the Custodian to repurchase such securities from
the Fund;
(2) In connection with conversion, exchange or
surrender of securities owned by a Fund as set
forth in Section 2.2 hereof;
(3) For the redemption or repurchase of Shares of a Fund
issued by the Trust as set forth in Section 2.10 hereof;
(4) For the payment of any expense or liability
incurred by a Fund, including but not limited to
the following payments for the account of the
Fund: interest; taxes; management, accounting,
transfer agent and legal fees; and operating
expenses of the Fund, whether or not such
expenses are to be in whole or part capitalized
or treated as deferred expenses;
(5) For the payment of any dividends on Shares of a Fund
declared pursuant to the governing documents of the Trust;
(6) For payment of the amount of dividends received in
respect of securities sold short;
(7) For any other proper purpose, BUT ONLY upon
receipt of, in addition to Proper Instructions,
a certified copy of a resolution of the
Executive Committee of the Trust on behalf of a
Fund signed by an officer of the Trust and
certified by its Secretary or an Assistant
Secretary, specifying the amount of such
payment, setting forth the purpose for which
such payment is to be made, declaring such
purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be
made.
2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF
SECURITIES PURCHASED. Except for payments for
securities held as contemplated by Section 2.10A
hereof, or as specifically stated otherwise in this
Contract, in any and every case where payment for
purchase of securities for the account of a Fund is
made by the Custodian in advance of receipt of the
securities purchased, in the absence of specific
written instructions from the Trust to so pay in
advance, the Custodian shall be absolutely liable to
the Fund for such securities to the same extent as if
the securities had been received by the Custodian.
2.10 PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF A
FUND. From such funds as may be available for the
purpose of repurchasing or redeeming Shares of a Fund,
but subject to the limitations of the Declaration of
Trust and any applicable votes of the Board of the
Trust pursuant thereto, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make
funds available for payment to holders of shares of
such Fund who have delivered to the Transfer Agent a
request for redemption or repurchase of their shares
including without limitation through bank drafts,
automated clearinghouse facilities, or by other means.
In connection with the redemption or repurchase of
Shares of the Funds, the Custodian is authorized upon
receipt of instructions from the Transfer Agent to
wire funds to or through a commercial bank designated
by the redeeming shareholders.
2.10A DEPOSIT OF FUND ASSETS WITH MUTUAL FUND TRANSFER
AGENT. Mutual Fund Shares shall be deposited and/or
maintained in an account maintained with the Fund
Agent. Each Fund Agent shall be deemed to be a
"securities depository" for purposes of Rule 17f-4
under the Investment Company Act of 1940. The Trust
hereby directs the Custodian to deposit and/or
maintain such Mutual Fund Shares with Fund Agents,
subject to the following provisions:
1) The Custodian shall keep Mutual Fund Shares
owned by a Fund with a Fund Agent provided
that such Mutual Fund Shares are maintained
in an account on the books and records of
the Fund Agent in the name of the
Custodian, as custodian for the Funds.
2) The records of the Custodian with respect
to Mutual Fund Shares which are maintained
with a Fund Agent shall identify by
book-entry those Mutual Fund Shares which
a Fund or its investment adviser has
identified to the Custodian as belonging
to the Fund.
3) The Custodian shall pay for Mutual Fund
Shares purchased for the account of a Fund
upon (i) receipt of advice from the Fund's
investment adviser that such Mutual Fund
Shares have been purchased and will be
transferred to the account of the
Custodian, on behalf of the Fund, on the
books and records of the Fund Agent, and
(ii) the making of an entry on the records
of the Custodian to reflect such payment
and transfer for the account of the Fund.
The Custodian shall receive confirmation
of the purchase of such Mutual Fund Shares
and the transfer of such Mutual Fund
Shares to the Custodian's account with the
Fund Agent only after such payment is
made. The Custodian shall transfer Mutual
Fund Shares redeemed for the account of a
Fund upon (i) receipt of an advice from
the Fund's investment adviser that such
Mutual Fund Shares have been redeemed and
that payment for such Mutual Fund Shares
will be transferred to the Custodian and
(ii) the making of an entry on the records
of the Custodian to reflect such transfer
and payment for the account of the Fund.
The Custodian will receive confirmation of
the redemption of such Mutual Fund Shares
and payment therefor only after such
Mutual Fund Shares are redeemed. Copies of
all advices from the investment adviser of
purchases and sales of Mutual Fund Shares
for the account of a Fund shall identify
the Fund, be maintained for the Fund by
the Custodian, and be provided to the
Trust at its request.
4) The Custodian shall not be liable to the
Trust or any Fund for any loss or damage
to the Trust or any Fund resulting from
maintenance of Mutual Fund Shares with a
Fund Agent except for losses resulting
directly from the negligence, misfeasance
or misconduct of the Custodian or any of
its agents or any of its or their
employees."
2.11 APPOINTMENT OF AGENTS. To the extent permitted by 1940
Act and only in compliance with the conditions
thereof, the Custodian may at any time or times in its
discretion appoint (and may at any time remove) any
other bank or trust company which is itself qualified
under the 1940 Act and any applicable state law or
regulation, to act as a custodian, as its agent to
carry out such of the provisions of this Section 2 as
the Custodian may from time to time direct; PROVIDED,
however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or
liabilities hereunder. The Fund Agent for Mutual Fund
Shares purchased by a Fund shall not, except as
otherwise provided herein, be deemed an agent or
subcustodian of the Custodian for purposes of this
Section 2.11 or any other provision of this Contract.
2.12 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEM. The
Custodian may deposit and/or maintain securities owned
by the Funds in a clearing agency registered with the
Securities and Exchange Commission ("SEC") under
Section 17A of the Exchange Act, which acts as a
securities depository, or in the book-entry system
authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to
herein as "Securities System" in accordance with
applicable Federal Reserve Board and SEC rules and
regulations, if any, and subject to the following
provisions:
(1) The Custodian may keep securities of each Fund
in a Securities System provided that such
securities are represented in an account
("Account") of the Custodian in the Securities
System which shall not include any assets of the
Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
(2) The records of the Custodian with respect to
securities of the Funds which are maintained in
a Securities System shall identify by book-entry
those securities belonging to each Fund;
(3) The Custodian shall pay for securities purchased
for the account of each Fund upon (i) receipt of
advice from the Securities System that such
securities have been transferred to the Account,
and (ii) the making of an entry on the records
of the Custodian to reflect such payment and
transfer for the account of the Fund. The
Custodian shall transfer securities sold for the
account of a Fund upon (i) receipt of advice
from the Securities System that payment for such
securities has been transferred to the Account,
and (ii) the making of an entry on the records
of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of
all advices from the Securities System of
transfers of securities for the account of a
Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be provided to the
Trust at its request. Upon request, the
Custodian shall furnish the Trust confirmation
of each transfer to or from the account of a
Fund in the form of a written advice or notice
and shall furnish to the Trust copies of daily
transaction sheets reflecting each day's
transactions in the Securities System for the
account of a Fund.
(4) The Custodian shall provide the Trust with any
report obtained by the Custodian on the
Securities System's accounting system, internal
accounting control and procedures for
safeguarding securities deposited in the
Securities System;
(5) The Custodian shall have received the initial
certificate, required by Section 9 hereof;
(6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to
the Trust for any loss or damage to a Fund
resulting from use of the Securities System by
reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents
or of any of its or their employees or from
failure of the Custodian or any such agent to
enforce effectively such rights as it may have
against the Securities System; at the election of
the Trust, it shall be entitled to be subrogated
to the rights of the Custodian with respect to any
claim against the Securities System or any other
person which the Custodian may have as a
consequence of any such loss or damage if and to
the extent that a Fund has not been made whole for
any such loss or damage.
(7) The authorization contained in this Section 2.12
shall not relieve the Custodian from using
reasonable care and diligence in making use of
any Securities System.
2.13 SEGREGATED ACCOUNT. The Custodian shall upon receipt
of Proper Instructions establish and maintain a
segregated account or accounts for and on behalf of
each Fund, into which account or accounts may be
transferred cash and/or securities, including
securities maintained in an account by the Custodian
pursuant to Section 2.12 hereof, (i) in accordance
with the provisions of any agreement among the Trust,
the Custodian and a broker-dealer registered under the
Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules
of The Options Clearing Corporation and of any
registered national securities exchange (or the
Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or
organizations, regarding escrow or other arrangements
in connection with transactions for a Fund, (ii) for
purpose of segregating cash or government securities
in connection with options purchased, sold or written
for a Fund or commodity futures contracts or options
thereon purchased or sold for a Fund, (iii) for the
purpose of compliance by the Trust or a Fund with the
procedures required by any release or releases of the
SEC relating to the maintenance of segregated accounts
by registered investment companies and (iv) for other
proper corporate purposes, BUT ONLY, in the case of
clause (iv), upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of the
Board or of the Executive Committee signed by an
officer of the Trust and certified by the Secretary or
an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring such
purposes to be proper corporate purposes.
2.14 JOINT REPURCHASE AGREEMENTS. Upon the receipt of
Proper Instructions, the Custodian shall deposit
and/or maintain any assets of a Fund and any
affiliated funds which are subject to joint repurchase
transactions in an account established solely for such
transactions for the Fund and its affiliated funds.
For purposes of this Section 2.14, "affiliated funds"
shall include all investment companies and their
portfolios for which subsidiaries or affiliates of
Federated Investors serve as investment advisers,
distributors or administrators in accordance with
applicable exemptive orders from the SEC. The
requirements of segregation set forth in Section 2.1
shall be deemed to be waived with respect to such
assets.
2.15 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian
shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in
connection with receipt of income or other payments
with respect to securities of a Fund held by it and in
connection with transfers of securities.
2.16 PROXIES. The Custodian shall, with respect to the
securities held hereunder, cause to be promptly
executed by the registered holder of such securities,
if the securities are registered otherwise than in the
name of a Fund or a nominee of a Fund, all proxies,
without indication of the manner in which such proxies
are to be voted, and shall promptly deliver to the
Trust such proxies, all proxy soliciting materials and
all notices relating to such securities.
2.17 COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES.
The Custodian shall transmit promptly to the Trust all
written information (including, without limitation,
pendency of calls and maturities of securities and
expirations of rights in connection therewith and
notices of exercise of call and put options written by
the Fund and the maturity of futures contracts
purchased or sold by the Fund) received by the
Custodian from issuers of the securities being held
for the Fund. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the
Trust all written information received by the
Custodian from issuers of the securities whose tender
or exchange is sought and from the party (or his
agents) making the tender or exchange offer. If the
Trust desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Trust shall notify the Custodian in
writing at least three business days prior to the date
on which the Custodian is to take such action.
However, the Custodian shall nevertheless exercise its
best efforts to take such action in the event that
notification is received three business days or less
prior to the date on which action is required.
2.18 PROPER INSTRUCTIONS. Proper Instructions as used
throughout this Section 2 means a writing signed or
initialed by one or more person or persons as the
Board shall have from time to time authorized. Each
such writing shall set forth the specific transaction
or type of transaction involved. Oral instructions
will be deemed to be Proper Instructions if (a) the
Custodian reasonably believes them to have been given
by a person previously authorized in Proper
Instructions to give such instructions with respect to
the transaction involved, and (b) the Trust promptly
causes such oral instructions to be confirmed in
writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the
authorization by the Board of the Trust accompanied by
a detailed description of procedures approved by the
Board, Proper Instructions may include communications
effected directly between electro-mechanical or
electronic devices provided that the Board and the
Custodian are satisfied that such procedures afford
adequate safeguards for a Fund's assets.
2.19 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian
may in its discretion, without express authority from
the Trust:
(1) make payments to itself or others for minor
expenses of handling securities or other similar
items relating to its duties under this
Contract, PROVIDED that all such payments shall
be accounted for to the Trust in such form that
it may be allocated to the affected Fund;
(2) surrender securities in temporary form for securities in
definitive form;
(3) endorse for collection, in the name of a Fund, checks,
drafts and other negotiable instruments; and
(4) in general, attend to all non-discretionary
details in connection with the sale, exchange,
substitution, purchase, transfer and other
dealings with the securities and property of
each Fund except as otherwise directed by the
Trust.
2.20 EVIDENCE OF AUTHORITY. The Custodian shall be
protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or
paper reasonably believed by it to be genuine and to
have been properly executed on behalf of a Fund. The
Custodian may receive and accept a certified copy of a
vote of the Board of the Trust as conclusive evidence
(a) of the authority of any person to act in
accordance with such vote or (b) of any determination
of or any action by the Board pursuant to the
Declaration of Trust as described in such vote, and
such vote may be considered as in full force and
effect until receipt by the Custodian of written
notice to the contrary.
2.21 NOTICE TO TRUST BY CUSTODIAN REGARDING CASH MOVEMENT.
The Custodian will provide timely notification to the
Trust of any receipt of cash, income or payments to
the Trust and the release of cash or payment by the
Trust.
3. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME.
The Custodian shall cooperate with and supply necessary information
to the entity or entities appointed by the Board of the Trust to
keep the books of account of each Fund and/or compute the net
asset value per share of the outstanding Shares of each Fund or,
if directed in writing to do so by the Trust, shall itself keep
such books of account and/or compute such net asset value per
share. If so directed, the Custodian shall also calculate daily
the net income of a Fund as described in the Fund's currently
effective prospectus and Statement of Additional Information
("Prospectus") and shall advise the Trust and the Transfer Agent
daily of the total amounts of such net income and, if instructed
in writing by an officer of the Trust to do so, shall advise the
Transfer Agent periodically of the division of such net income
among its various components. The calculations of the net asset
value per share and the daily income of a Fund shall be made at
the time or times described from time to time in the Fund's
currently effective Prospectus. 4. RECORDS.
The Custodian shall create and maintain all records relating
to its activities and obligations under this Contract in such
manner as will meet the obligations of the Trust and the
Funds under the 1940 Act, with particular attention to
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, and
specifically including identified cost records used for tax
purposes. All such records shall be the property of the Trust
and shall at all times during the regular business hours of
the Custodian be open for inspection by duly authorized
officers, employees or agents of the Trust and employees and
agents of the SEC. In the event of termination of this
Contract, the Custodian will deliver all such records to the
Trust, to a successor Custodian, or to such other person as
the Trust may direct. The Custodian shall supply daily to the
Trust a tabulation of securities owned by a Fund and held by
the Custodian and shall, when requested to do so by the Trust
and for such compensation as shall be agreed upon between the
Trust and the Custodian, include certificate numbers in such
tabulations.
5. OPINION OF FUNDS' INDEPENDENT PUBLIC ACCOUNTANTS/AUDITORS.
The Custodian shall take all reasonable action, as the Trust
may from time to time request, to obtain from year to year
favorable opinions from each Fund's independent public
accountants/auditors with respect to its activities hereunder
in connection with the preparation of the Fund's registration
statement, periodic reports, or any other reports to the SEC
and with respect to any other requirements of such
Commission.
6. REPORTS TO TRUST BY INDEPENDENT PUBLIC ACCOUNTANTS/AUDITORS.
The Custodian shall provide the Trust, at such times as the
Trust may reasonably require, with reports by independent
public accountants/auditors for each Fund on the accounting
system, internal accounting control and procedures for
safeguarding securities, futures contracts and options on
futures contracts, including securities deposited and/or
maintained in a Securities System, relating to the services
provided by the Custodian for the Fund under this Contract;
such reports shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Trust, to
provide reasonable assurance that any material inadequacies
would be disclosed by such examination and, if there are no
such inadequacies, the reports shall so state.
7. COMPENSATION OF CUSTODIAN.
The Custodian shall be entitled to reasonable compensation
for its services and expenses as Custodian, as agreed upon
from time to time by the Trust, on behalf of each Fund, and
the Custodian.
8. RESPONSIBILITY OF CUSTODIAN.
The Custodian shall be held to a standard of reasonable care
in carrying out the provisions of this Contract; provided,
however, that the Custodian shall be held to any higher
standard of care which would be imposed upon the Custodian by
any applicable law or regulation if such above stated
standard of reasonable care was not part of this Contract.
The Custodian shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Trust) on all
matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice, provided
that such action is not in violation of applicable federal or
state laws or regulations, and is in good faith and without
negligence. Subject to the limitations set forth in Section
15 hereof, the Custodian shall be kept indemnified by the
Trust but only from the assets of the Fund involved in the
issue at hand and be without liability for any action taken
or thing done by it in carrying out the terms and provisions
of this Contract in accordance with the above standards. In
order that the indemnification provisions contained in this
Section 8 shall apply, however, it is understood that if in
any case the Trust may be asked to indemnify or save the
Custodian harmless, the Trust shall be fully and promptly
advised of all pertinent facts concerning the situation in
question, and it is further understood that the Custodian
will use all reasonable care to identify and notify the Trust
promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification. The Trust shall have the option to defend
the Custodian against any claim which may be the subject of
this indemnification, and in the event that the Trust so
elects it will so notify the Custodian and thereupon the
Trust shall take over complete defense of the claim, and the
Custodian shall in such situation initiate no further legal
or other expenses for which it shall seek indemnification
under this Section. The Custodian shall in no case confess
any claim or make any compromise in any case in which the
Trust will be asked to indemnify the Custodian except with
the Trust's prior written consent. Notwithstanding the
foregoing, the responsibility of the Custodian with respect
to redemptions effected by check shall be in accordance with
a separate Agreement entered into between the Custodian and
the Trust. If the Trust requires the Custodian to take any
action with respect to securities, which action involves the
payment of money or which action may, in the reasonable
opinion of the Custodian, result in the Custodian or its
nominee assigned to a Fund being liable for the payment of
money or incurring liability of some other form, the
Custodian may request the Trust, as a prerequisite to
requiring the Custodian to take such action, to provide
indemnity to the Custodian in an amount and form satisfactory
to the Custodian. Subject to the limitations set forth in
Section 15 hereof, the Trust agrees to indemnify and hold
harmless the Custodian and its nominee from and against all
taxes, charges, expenses, assessments, claims and liabilities
(including counsel fees) (referred to herein as authorized
charges) incurred or assessed against it or its nominee in
connection with the performance of this Contract, except such
as may arise from it or its nominee's own failure to act in
accordance with the standard of reasonable care or any higher
standard of care which would be imposed upon the Custodian by
any applicable law or regulation if such above-stated
standard of reasonable care were not part of this Contract.
To secure any authorized charges and any advances of cash or
securities made by the Custodian to or for the benefit of a
Fund for any purpose which results in the Fund incurring an
overdraft at the end of any business day or for extraordinary
or emergency purposes during any business day, the Trust
hereby grants to the Custodian a security interest in and
pledges to the Custodian securities held for the Fund by the
Custodian, in an amount not to exceed 10 percent of the
Fund's gross assets, the specific securities to be designated
in writing from time to time by the Trust or the Fund's
investment adviser. Should the Trust fail to make such
designation, or should it instruct the Custodian to make
advances exceeding the percentage amount set forth above and
should the Custodian do so, the Trust hereby agrees that the
Custodian shall have a security interest in all securities or
other property purchased for a Fund with the advances by the
Custodian, which securities or property shall be deemed to be
pledged to the Custodian, and the written instructions of the
Trust instructing their purchase shall be considered the
requisite description and designation of the property so
pledged for purposes of the requirements of the Uniform
Commercial Code. Should the Trust fail to cause a Fund to
repay promptly any authorized charges or advances of cash or
securities, subject to the provision of the second paragraph
of this Section 8 regarding indemnification, the Custodian
shall be entitled to use available cash and to dispose of
pledged securities and property as is necessary to repay any
such advances.
9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.
This Contract shall become effective as of its execution,
shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take
effect not sooner than sixty (60) days after the date of such
delivery or mailing; PROVIDED, however that the Custodian
shall not act under Section 2.12 hereof in the absence of
receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of the Trust has approved
the initial use of a particular Securities System as required
in each case by Rule 17f-4 under the 1940 Act; PROVIDED
FURTHER, however, that the Trust shall not amend or terminate
this Contract in contravention of any applicable federal or
state regulations, or any provision of the Declaration of
Trust, and further provided, that the Trust may at any time
by action of its Board (i) substitute another bank or trust
company for the Custodian by giving notice as described above
to the Custodian, or (ii) immediately terminate this Contract
in the event of the appointment of a conservator or receiver
for the Custodian by the appropriate banking regulatory
agency or upon the happening of a like event at the direction
of an appropriate regulatory agency or court of competent
jurisdiction. Upon termination of the Contract, the Trust
shall pay to the Custodian such compensation as may be due as
of the date of such termination and shall likewise reimburse
the Custodian for its costs, expenses and disbursements.
10. SUCCESSOR CUSTODIAN.
If a successor custodian shall be appointed by the Board of
the Trust, the Custodian shall, upon termination, deliver to
such successor custodian at the office of the Custodian, duly
endorsed and in the form for transfer, all securities then
held by it hereunder for each Fund and shall transfer to
separate accounts of the successor custodian all of each
Fund's securities held in a Securities System. If no such
successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of
the Board of the Trust, deliver at the office of the
Custodian and transfer such securities, funds and other
properties in accordance with such vote. In the event that no
written order designating a successor custodian or certified
copy of a vote of the Board shall have been delivered to the
Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to
deliver to a bank or trust company, which is a "bank" as
defined in the 1940 Act doing business in Boston,
Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last
published report, of not less than $100,000,000, all
securities, funds and other properties held by the Custodian
and all instruments held by the Custodian relative thereto
and all other property held by it under this Contract for
each Fund and to transfer to separate accounts of such
successor custodian all of each Fund's securities held in any
Securities System. Thereafter, such bank or trust company
shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owing to failure of the Trust to procure
the certified copy of the vote referred to or of the Board to
appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such
period as the Custodian retains possession of such
securities, funds and other properties and the provisions of
this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. INTERPRETIVE AND ADDITIONAL PROVISIONS.
In connection with the operation of this Contract, the
Custodian and the Trust may from time to time agree on such
provisions interpretive of or in addition to the provisions
of this Contract as may in their joint opinion be consistent
with the general tenor of this Contract. Any such
interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, PROVIDED
that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any
provision of the Declaration of Trust. No interpretive or
additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Contract.
12. MASSACHUSETTS LAW TO APPLY.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
13. NOTICES.
Except as otherwise specifically provided herein, Notices and
other writings delivered or mailed postage prepaid to the
Trust at Federated Investors Tower, Pittsburgh, Pennsylvania,
15222-3779, or to the Custodian at 1248 "O" Street, Lincoln,
Nebraska, 68508, or to such other address as the Trust or the
Custodian may hereafter specify, shall be deemed to have been
properly delivered or given hereunder to the respective
address.
14. COUNTERPARTS.
This Contract may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but
all of which together will constitute one and the same
instrument.
15. LIMITATIONS OF LIABILITY.
The Custodian is expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of
Trust and agrees that the obligations and liabilities assumed
by the Trust and any Fund pursuant to this Contract,
including, without limitation, any obligation or liability to
indemnify the Custodian pursuant to Section 8 hereof, shall
be limited to the relevant Fund and its assets and that the
Custodian shall not seek satisfaction of any such obligation
from the shareholders of the relevant Fund, from any other
Fund or its shareholders or from the Trustees, Officers,
employees or agents of the Trust, or any of them. In
addition, in connection with the discharge and satisfaction
of any claim made by the Custodian against the Trust, for
whatever reasons, involving more than one Fund, the Trust
shall have the exclusive right to determine the appropriate
allocations of liability for any such claim between or among
the Funds.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed effective as of
the 1st day of September 1997.
GREAT PLAINS FUNDS
By /S/ C. CHRISTINE THOMSON
Name: C. Christine Thomson
Title: Vice President
NATIONAL BANK OF COMMERCE
By /S/ ANN EMANUEL HOVIS
Name: Ann Emanuel Hovis
Title: Vice President
<PAGE>
SCHEDULE OF COMPENSATION
CUSTODY
I. ANNUAL RATES OF FEES FOR PORTFOLIO CUSTODIAL SERVICES
The fee is billable on a monthly bais at the rate of 1/12 of the annual fee
Great Plains Equity Fund ........ 1.6 Basis Points
Great Plains Intermediate Bond Fund 1.9 Basis Points
Great Plains International Fund.... .........5.2 Basis Points
Great Plains Premier Fund ........ 8.0 Basis Points
Great Plains Tax-Free Fund ........ 2.7 Basis Points
II. OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include but are not limited to
security re-registration charges, stamp duties, sub-custodian
delivery/receipt charges, overdrafts or other fees resulting from
participation in a particular market.
IN WITNESS WHEREOF, the parties hereto have caused this
Custodian Schedule of Fees and Expenses to be executed in their names
and on their behalf under their seals by and through their duly
authorized officers, as of this _24TH_ day of September, 1997.
GREAT PLAINS FUNDS
By: /S/ C. CHRISTINE THOMSON________________
Name: C. CHRISTINE THOMSON_______________
Date:__OCTOBER 2, 1997_____________________
NATIONAL BANK OF COMMERCE
By:_/S/ ANN EMANUEL HOVIS __________________
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Name:ANN EMANUEL HOVIS____________________
-----------------
Date:_SEPTEMBER 24, 1997 ___________________
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