HomeMy WebLinkAbout269570 US BANK NA - CONTRACT - RFP - 7262 SECURITIES SAFEKEEPING & CUSTODIAL SERVICESCUSTODY AGREEATENT
This custody agreement (the "Agreement") dated as of _Y_, 2011, is
between U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the
laws of the United States of America ("Custodian") and CITY OF FORT COLLINS ("Customer") a
municipal organization organized under the laws of the State or Commonwealth of Colorado.
The parties agree as follows
1. Annointment and Acceptance.
1.1 Customer hereby appoints Custodian as its agent to provide custody and other services in
connection with securities, cash and other property delivered from time to time to Custodian hereunder
by, or at the direction of, Customer, and income, distributions and payments received by Custodian with
respect thereto (collectively the "Assets"); and Custodian hereby agrees to act in such capacity, and
perform such services, and hold the Assets in a custody account established in the name of Customer (the
"Account"), upon the terms and conditions set forth below.
1.2 For purposes of this Agreement, all references contained herein to actions, directions and
responsibilities (other than the obligations set forth in Sections 12 and ld) of Customer shall include,
apply to and be binding upon the Customer's agents, including any investment manager or advisor,
appointed and authorized by Customer to direct Custodian or otherwise take actions on behalf of
Customer in connection with Custodian's set -vices and responsibilities hereunder. Customer shall provide
written notice to Custodian of the identity of all such appointed agents and the scope of their authority to
act hereunder.
1.3 It the event that Customer requires Custodian to establish one or more sub -accounts
within the Account under this Agreement ("Sub -Accounts"), Custodian shall open such accounts pending
proper account opening procedures. Further, for such situations, the tel "Account as used in this
Agreement shall refer to one or all of the Sub -Accounts established by Customer, as the context of this
Agreement shall require,
1.3.1 In no event shall Customer open Sub -Accounts for entities having different tax
identification numbers than Customer.
2. Asset Delivery, Transfer, Custody and Safelceeoine.
2.1 Customer will from time to time deliver, or cause to be delivered, Assets to Custodian.
Custodian shall receive and accept such Assets for the Account upon appropriate directions from the
Customer. Custodian shall keep records of all transactions involving the Account and Assets belonging to
that account.
2.2 Upon receipt of Appropriate Instructions, (defined in Section I I.1) Custodian shall retum
Assets to Customer, or deliver to such location or third party as Appropriate Instructions may indicate,
provided that in connection therewith it is the sole responsibility of Customer to provide any transfer
documentation as may be required by the Depository or third party recipient. Custodian shall have no
power or authority to assign, hypothecate, pledge or otherwise dispose of any Assets, except as provided
herein or pw'suant to Appropriate Instructions.
2.3 Custodian shall furnish Customer, as part of the services for which Custodian charges its
basic fee hereunder, with monthly Account statements reflecting all Asset transactions in the Account
during the reporting period and ending Asset holdings. If Customer wishes Custodian to report on Assets
that are not in control of the Custodian, Customer shall execute the Custodian's CLIENT CONTROL
ADDFNDULM, which shall be provided to the Customer upon request.
06/2011
Other
('und —Class
(Must indicate correct find name and class for election to be valid.)
17.6 Notice. Except as provided in Section l I above, any notice or other communication
under this Agreement shall be in writing and shall be considered given when delivered by certified mail,
return receipt requested, to the parties at the addresses set forth on the execution page hereof (or at such
other address as a party may specify by notice to other). Notice shall be effective upon receipt if by mail,
or on the date of personal delivery (by private messenger, courier service or otherwise) or facsimile,
whichever occurs first, to the addressed indicated below. The below addresses and individuals may be
changed at any time by an instrument in writing executer) by the party giving same and given to the other
party, in accordance with the procedure set forth above.
IT7 Complete Ameemeil rtModification. This Agreement contains a complete statement of
all the arrangements between the parties with respect to its subject matter, supersedes all existing
agreements between them concerning the subject, and cannot be amended or modified in any manner
except by a written agreement executed by both parties. Notwithstanding the foregoing, if at any time
Custodian is holding assets or property of Customer pursuant to any other custodial, pledge or other
agency agreement with Customer (or which Customer has acknowledged in instructions to Custodian)
and one or more third parties that involves Custodian's duties or obligations to a third party (which may
be affiliates to Custodian) with respect to Assets, the terms and requirements of the other agreements
concerning such Assets shall supersede and control the provisions and duties set forth herein.
17.3 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado applicable to agreements made and to be performed in Colorado.
I79 Assignment. No party may assign any of its rights hereunder without the consent of the
other, which consent shall not be unreasonably withheld. The foregoing consent requirement does not
apply if either party shall merge or consolidate with or sell substantially all of its assets to another
corporation, provided that such other cotporation shall assume without qualification or limitation at]
obligations of that party hereunder either by operation of law or by contract.
17.10 Separability. If any provision of this Agreement is invalid or unenforceable, the balance
of the Agreement shall remain in effect, and if any provision is inapplicable to any person or
circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
17.11 No Third Party Rights. In performing its services hereunder, Custodian is acting solely
on behalf of Customer. No agency, contractual or service relationship shall be deemed to be established
hereby between Custodian and any other persons.
17.12 Counterparts and Duplicates. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original, but all of which together shall constitute the
same instrument. This Agreement and any administrative form under the Agreement may be proved
either by a signed original or by a reproduced copy thereof (including, not by way of limitation, a
microfiche copy or an electronic file copy).
17.13 Legal Actions Affecting Account. If Custodian is served with a subpoena, restraining
order, writ of attachment or execution, levy, garnishment, search warrant or similar order relating to the
Account, (a "Legal Action') Custodian, following prompt written notice to Customer, will comply with
that Legal Action and shall be held harmless therefrom. Customer will reimburse Custodian for any
reasonable fees or expenses Custodian incurs in responding to any Legal Action affecting the Account
(including but not limited to attorneys' fees and other professionals' fees).
17.14 Abandoned Property. Any Assets remaining unclaimed or abandoned by Customer shall
be delivered to the proper public official pursuant to applicable state's abandoned property, escheat or
to o6lzotl
similar law and Custodian shall be held harmless therefrom. This Section 17.13 shall survive the
tenniiiation of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representative effective as of the date first written above.
CITY OF FORT COLLINS U.S. BANK NATIONAL ASSOCIATION
(Customer) (Custodian)
By: ..... By:
Title: - Title:' G'P / /�'��<.iL
Date: Date:
Address: Address:
215 N. Mason Street, 2nd Floor 950 17" Street, flail Code DN-CO-TST
Foil-Qollins, CO 30524 �� Denver, CO 30202
�4��Z � `<r0 2 v � 1 •: rL�-1 � j %u 1,
11 06/2011
2A Custodian shall forward to Customer, or Customer's designated agent identified in Section
17.3 (or as identified in a separate written designation by Customer that is received by Custodian) all
information it receives with respect to any of the Assets concerning redemption rights that are exercisable
at Customer's option, tender or exchange offers, all proxy material it receives will) respect to securities
included among the Assets and all other special matters or shareholder rights. This Section 2.4 is subject
to the following exceptions:
2.4.1 Exception: If Custodian receives a class action litigation proof of claim in respect
to any of the Assets, Custodian shall file such claim on behaltof Customer.
2.4.2 Exception: Custodian will not forward so-called "mini -tenders' to Customer or
its designated agent, as applicable. Mini -tenders are tender offers for a small
amount of the outstanding securities made on "target" company, generally with
an offer price at or below market value. For equity issues, unless a tender offer is
made for 5% or greater of the outstanding issue, and therefore subject to
Securities Exchange Commission ("SEC") review, the tender offer will not be
forwarded by Custodian.
2A.3 Exception: No tender offer will be forwarded by Custodian for a debt issue if:
2.4.3.1 It is not registered with the SEC;
2.4.3.2 It has a "first received, first buy" basis with no withdrawal privilege and
includes a guarantee of delivery clause; and
2.4.3.3 Tire offer includes the statement that "the purchase price includes all
accrued interest on the note and has been determined in the sole
discretion of the buyer and may he more than or less than the fair market
value of the notes" or similar language.
2.5 Absent specific investment directions to the contrary from Customer, Custodian is hereby
authorized and directed by Customer to hold all cash and all checks and drafts (when collected funds me
received) in it First American Funds money market fund, identified in Section 17.4, below. Customer
acknowledges receipt of the current prospectus for the applicable, designated money market fund to be
held in this Account.
2.6 Customer also understands and acknowledges the following information about the First
American Funds:
2.6.1 The First American family of funds (the "First American Funds') is offered
through the funds' distributor identified in the current prospectuses for the funds.
2.6.2 Custodian or an affiliate of Custodian serves as the funds' investment advisor,
custodian, distributor, administrator and other service provider as disclosed in the
prospectuses for the Rinds.
2.6.3 Compensation paid to Custodian and its affiliates by the First American Funds as
well as other fees and expenses of the Rinds are detailed in the prospectuses.
2.6.4 Mutual Rinds, including the First American Funds, are not guaranteed by, or
deposits of, any bank including Custodian, nor are such funds insured by the
FDIC or any other agency. Investments in mutual funds involve risks, including
the possible loss of principal.
2.6.5 This authorization and direction shall continue in effect with respect to the
designated fund should the fund be merged with or into another fund. .
e6/2att
2.7 If any of the Assets received and held by Custodian hereunder shall be plan assets ("Plan
Assets") with respect to any employee benefit plan (a "Plan') as those terms are defined in Section 3 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Custodian shall not
be deemed to be, and shall riot exercise any discretionary powers or control over sueh Plat Assets so as to
be, a fiduciary with respect to the Plan. Furthermore, Customer shall notify Custodian in writing
whenever any Assets do constitute Plan Assets and thereafter, all subcontracts, agreements or other
arrangements between Custodian and any subsidiary or affiliate thereof for services or products paid for
from tiny assets of the said flan and utilized in the performance of Custodian's duties hereunder shall be
subject to the advance approval of Customer.
3. Powers of Custodian. In the perfomtance of its duties hereunder, Custodian shall have the following
powers:
3.1 To register any of the Assets in the name of Customer or in the Custodian's name or in
the name of a nominee of Custodian or in the name of the Custodian's agent bank or to hold any of the
Assets in unregistered form or in such form as will pass title by delivery, provided that such Assets shall
at all times be recorded in Customer's Account hereunder as belonging to the Customer. In consideration
of Custodian's registration of any securities or other property in the name of Custodian or its nominee or
agent, Customer ao ees to pay on demand to Custodian or to Custodian's nominee or agent the mnount of
any loss or liability for stockholders' assessments, or otherwise, claimed or asserted against Custodian or
Custodian's nominee or agent by reason of such registration.
3.2 To ,take, execute, acknowledge and deliver any and all documents of transfer and
conveyance and any or all other instruments that may be necessary or appropriate to carry out the duties
described and powers granted herein.
3.3 To maintain qualifying Assets in tiny registered clearing agency or in a Federal Reserve
Bank (collectively a "Depository") as Custodian may select and to permit such deposited Assets to be
registered in the name of Custodian, Custodian's agent or nominee or Depository, on the records of a
Depository and to employ and use securities depositories, clearing agencies, clearance systems, sub -
custodians or agents located outside the United States in connection with transactions involving foreign
securities.
3.4 To employ agents and to delegate duties to them as it sees fit and to employ or consult
with experts, advisors and legal counsel (who may be employed also by Customer) and to rely on
information and advice received from such agents, experts, advisors, and legal counsel.
3.5 To perform any and all other ministerial acts deemed by Custodian necessary or
appropriate to the proper discharge of its duties hereunder.
3.6 To [told uninvested reasonable amounts of cash whenever it is deemed advisable to do so
to facilitate disbursements or for other operational reasons, and to deposit the same, with or without
interest, in the commercial or savings departments of the Custodian serving hereunder or of any other
bank, trust company or other financial institution including those affiliated with the Custodian,
notwithstanding Custodian's or other entity's receipt of "float" from such uninvested cash.
4. Purchases.
4.1 Upon the receipt of Appropriate Instructions from Customer, Custodian shall purchase
securities for Customer on it contractual settlement basis. Customer hereby agrees that it shall not instruct
Custodian to sell any Asset until such Asset has been fully paid for by Custodian. Nor shall Customer
engage in a practice whereby Customer relies on the proceeds from the sale of an Asset to pay for the
earlier purchase of the same Asset.
06/2011
4.2 Notification by Agreement. Unless Customer and Custodian have entered into a separate
written agreement that expressly makes Custodian either an Investment Manager or a discretionary
Trustee, the Account statements described above (including their timing and Form) will serve as the sole
written notification to Customer of any securities transaction effected by Custodian for the Account.
Even so, Customer has the right to demand that the Custodian provide written notification of such
transactions pursuant 12 CFR Sections 12.4(a) or (b) at no additional cost to Customer.
5. Sales.
5.1 Upon receipt of Appropriate Instructions from Customer, Custodian will deliver Assets
held by it as Custodian hereunder and sold by or for Customer against payment to Custodian of the
amount specified in such Appropriate Instructions in accordance with the then current securities industry
practices and in form satisfactory to Custodian. Customer acknowledges that the current securities
industry practice is delivery of physical securities against later payment on delivery date. Custodian
agrees to use its best efforts to obtain payment therefore during the same business day, but Customer
confirms its sole assumption of all risks of payment for such deliveries. Custodian may accept checks,
whether certified or not, in payment for securities delivered on Customer's direction, and Customer
assumes sole responsibility for the risks of collectability of such checks.
6. Settlements.
6.1 Custodian shall provide Customer with settlement of all purchases and sales of Assets in
accordance with Custodian's then prevailing settlement policies provided that:
6.1.1 Appropriate Instructions for purchases and sales are received by Custodian in
accordance with Custodian's then current published instruction deadline
schedule;
6.1.2 Custodian has nil other information necessary to complete the transaction.
6.1.3 To avoid a deficiency in the Account, Customer agrees that it shall not initiate
any trade without sufficient Assets to settle such trade, nor shall it notify a
separate financial institution that it intends to settle purchases out of the Account
Without sufficient Assets to do so.
6.2 Custodian shall not be liable or responsible for or on account of any act or omission of
any broker or other agent designated by Customer to purchase or sell securities for the
Account of Customer. Custodian shall not be responsible for loss occasioned by the acts,
neglects, defaults or insolvency of any broker, bank, trust company or other person with
whom Custodian may deal in the absence or bad faith on the part of Custodian.
7. Curnurate Actions.
7.1 In connection with any mandatory conversion of Asset securities pursuant to their terms,
reorganization, recapitalization, redemption in kind, consolidation or other exchange transaction that does
not require or permit approval by the owner of the affected Assets, Custodian, will tender or exchange
securities held for other securities, for other securities and cash, or for cash alone.
S. Collections,
3.1 Custodian shall collect all income, principal and other distributions due and payable on
Assets held either by Custodian or a Depository but shall be under no obligation or duty to take action to
effect collection of any amount if the Assets upon which such payment is clue are in default, or if payment
is rehised after due demand and presentation. Custodian shall have no responsibility to notify Customer in
the event of such default or refusal to pay, but if Custodian receives notice of default or refusal to pay
from an issuer or transfer went, Custodian shall so advise Customer.
06/2011
3.2 Collections of monies in foreign currency, to the extent possible, are to be converted into
United States dollars at customary rates through customary banking channels, including Custodian's own
banking facilities, and in accordance with Custodian's prevailing policies for foreign funds repatriation.
All risk and expense incident to such foreign collection and conversion is the responsibility of the
Account and Custodian shall have no responsibility for Fluctuations in exchange rates affecting such
collections or conversion.
9. No lliscretionary Authority; Standard of Care.
9.1 Customer and Custodian acknowledge that, except to the extent set forth in any separate
instrument signed by the parties with respect to this Agreement, Custodian is not a fiduciary with respect
to any Asset and the duties of Custodian hereunder do not include discretionary authority, control or
responsibility with respect to the management or disposition of any Asset; or authority or responsibility to
render investment advice with respect to any Asset. In addition, it is agreed that:
9.1.1 Custodian shall have no duty to make any evaluation or to advise anyone of the
suitability or propriety of action or proposed action of Customer in any particular
transaction involving an Asset or the suitability or propriety of retaining any
particular investment as an Asset. Custodian shall have no duty, or authority to
review, question, approve or make inquiries as to any investment instructions
given pursuant hereto. Custodian shall be under no duty or obligation to review
the securities or other property held in the Account with respect to prudence or
diversification.
9.1.2 Custodian shall not be liable for any loss or diminution of Assets by reason of
investment experience or for its actions taken in reliance upon a direction or other
instruction from Customer or Customer's agent.
9.1.3 Custodian shall have no duty or responsibility to monitor or otherwise investigate
the actions or omissions of Customer.
9.1.4 Custodian shall have no responsibility for the accuracy of Asset valuations quoted
by outside services or sources in cases involving assets under the control of
Customer.
9.1.5 Custodian shall only be responsible for the performance of such duties as are
expressly set forth herein or in Appropriate Instructions received by Custodian
from Customer or Customer's agent which are not contrary to the provisions of
this Agreement. Custodian shall exercise reasonable care in the performance of its
services hereunder. In no event shall Custodian.be liable for indirect, special or
consequential damages.
9.1.6 Custodian shall not be liable for a failure to take an action required tinder this
Agreement in the event and to the extent that the taking of the action is prevented
or delayed by war (whether declared or not and including existing wars),
revolutions, insurrection, riot, civil commotion, acts of God, accident, fire
explosion, stoppage of labor, strikes or other differences with employees, laws
regulations, orders or other acts of any governmental authority or any other cause
beyond its reasonable control; nor shall any such failure or delay give Customer
the right to terminate this Agreement, except as provided in Section 15 of this
Agreement.
06/2011
10. Boo]s, lZecoi•(Is ruin Accounts.
10.1. Custodian will make and maintain proper books of account and complete records of all
Assets and transactions in the Account maintained by Custodian hereunder on behalf of Customer.
Custodian will preserve for the periods prescribed by applicable federal statute or regulation it] records
required to be maintained.
10,2 On at least four business days' notice, Custodian will snake available to and permit
inspection during Custodian's regular business hours by Customer and its auditors of all books, records
and accounts retained by Custodian (or, to the extent practicable, its agents) in connection with its duties
hereunder on behalf of Customer.
1.1. Instructions and Directions.
11.1 Custodian shall be deemed to have received Appropriate Instructions ("Appropriate
instructions") upon receipt of written instructions:
ILLI Given by any person whose name is listed on the most recent certificate
delivered by Customer to Custodian which HAS those persons authorized to give
orders, and instructions in the name of and on behalf of the Customer or
1 L1.2 Given by any other person duly authorized by Customer to give instructions or
directions to Custodian hereunder or who Custodian reasonably believes to be so
authorized (such as an investment adviser or other agent designated by Customer,
for example).
1 ! 2 Appropriate Instructions shall include instructions sent to Custodian or its agent by letter,
memorandum, telegram, cable, facsimile, internet e-mail or similar means of communication. "rhe parties
to this Agreement assume full responsibility for the security of electronically transmitted communications
they send.
11.3 Any communication so addressed and mailed shall be deemed to be given when so
mailed; and any notice so sent by electronic transmission shall be deemed to be givers when receipt of
such transmission is acknowledged, and any communication so delivered in person shall be deemed to be
given when actually received by an authorized officer of Custodian or Customer.
11.4 In the event that Custodian is directed to deliver Assets to any party other than Customer
or Customer's agent, Appropriate Instructions shall include and Customer shall supply, customary
transfer documentation as required by such party, and to the extent that such documentation has not been
supplied, Custodian shall not be deemed to have received Appropriate Instructions.
12, Comnensation,Security.
12.1 Customer shall pay to Custodian fees for its services under this Agreement and shall
reimburse Custodian for costs incurred by it hereunder as set forth in Custodian's then current applicable
fee schedule or such other fee arrangement as Custodian and Customer may otherwise agree in writing.
12.2 If any advance of funds is made by Custodian on behalf of Customer to purchase, or to
make payment on or against delivery of securities or there shall arise for whatever reason an overdraft in
Customer's account, or if Customer is for any other reason indebted to Custodian, including, but not
limited to, any advance of immediately available funds to Customer with respect to payments to be
received by Custodian in nest -day funds (which Customer acknowledges Customer is liable to repay if
Custodian does not receive final payment), Customer agrees to repay Custodian on demand the amount
of the advance, overdraft or other indebtedness and accrued interest at a rate per annun (based on a 360-
day year for the actual number of days involved) equal to the Federal Funds effective rate in effect from
time to time.
06/2011
12.3 to the event of an advance of funds by Custodian, or if any overdraft is created by
Account transactions, or if Customer is otherwise in default of any obligation to Custodian, Custodian
may directly charge the Account and receive such payment therefrom.
12.4 In the event that a compensation payment due Custodian is past due by more than 30
days, such amount may also be charged to the Account and Custodian may receive such payment
thercfrom
12,5 reserved
12.6 done of the provisions of this Agreement shall require Custodian to expend or risk its
own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfaction to.it against such risk or liability is not
assured to it.
13. Reserved.
14. Indemnification
14.1 Customer hereby agrees to fully and promptly indemnify Custodian and its affiliates,
officers, directors, employees and agents (each a "Custodian indemnified Party") and hold each
Custodian hidemnified Patty harmless from and against any cost, losses, claims, liabilities, fines,
penalties, damages and expenses (including reasonable attorneys' and other professionals' fees)
(collectively, a "Claim") to the extend allowed by applicable law, arising out of:
14.I.I Customer's actions or omissions or
14.1.2 Custodian's action taken or omitted hereunder in reliance upon Customer's
directions or instructions, or upon any infor ldtion, order, indenture, stock
certificate, power of attorney, assignment, affidavit or other instrument delivered
hereunder to Custodian, reasonably believed by Custodian to be genuine or
bearing the signature of a person or persons authorized by Customer to sign,
countersign or execute the same;
14.1.3 However Customer shall not indemnify a Custodian Indemnified Party for any
Claim arising from the Custodian Indemnified Party's judicially determined
willful misfeasance, bad faith or gross negligence in the performance of its duties
under this Agreement.
14.2 Custodian hereby agrees to indemnity Customer and its controlling person, officers,
directors, employee and agents ("Customer Indemnified Parties") and hold each or them harmless from
and against any and all Claims arising out of:
14.2.1 Custodian's breach of this Agreement, willful misfeasance, had faith or
negligence in the performance of its duties under this Agreement, or
Any loss of Assets, including theft or destruction thereof but expressly excluding investment losses or
other diminution of Assets resulting from the Custodian's proper performance of its duties hereunder; and
that in the event that there is a loss of the securities for which Bank is obligated to indemnify Customer,
the securities shall be promptly replaced or the value of the securities and the value of any loss of rights or
privileges resulting from said loss of securities shall be promptly replaced.
06/2011
14.3 Custodian shall not indemnify a Customer Indemnified Party for any Claim arising from
the Customer Indemnified Party's breach of this Agreement, willful misfeasance, bad faith or gross
negligence with respect to its duties and responsibilities under this Agreement.
14.4 This Section 14 shall survive the termination of this Agreement.
15, Termination.
15.1 This Agreement will remain in effect until terminated by either party giving written
notice thirty days in advance of the termination date.
15.2 Upon tennination of this Agreement, Custodian shall follow such reasonable Customer
instructions concerning the transfer of the Assets' custody and records, provided:
15.2.1 Custodian shall have no liability for shipping and insurance costs associated
therewith;
15.2.2 Custodian shall not be required to make any such delivery or payment until fill
payment shall have been made to Custodian of all its compensation, costs, and
expenses hereunder; and
15.2.3 Custodian shall have been reimbursed for any advances of monies or securities
made hcrcunder to Customer. If any Assets remain in the Account, Customer
acknowledges and agrees that Custodian may designate Customer as successor
Custodian hereunder and deliver the same directly to Customer.
15.3 Upon termination of this Agreement, all obligations of the parties to each other hereunder
shall cease, except that all indemnification provisions herein shall survive with respect to any Claims
arising from events prior to such termination.
16. Bindine Oblieations.
16.1 Customer and Custodian each hereby represent that this Agreement constitutes its legal,
valid and binding obligation enforceable in accordance with the terms hereof; subject, as to enforcement
of remedies, to applicable bankruptcy and insolvency laws, and to general principles of equity.
17. General Provisions,
17.1. Tax Responsibility. Unless indicated below in this section or required by law, Custodian
shall not undertake any federal, state, or local tax reporting in connection with Assets, the Account or
transactions therein, as and notwithstanding any other terms or conditions contained herein
In additio o those required by law, the Custodian shall perform the following additional
services: / (ifno additional services are to be performed, leme blankor
mark /VA)
17.2. Tax Lot Methods. For the purpose of complying with IRS regulations requiring cost basis
reporting, please select the tax lot selection method you wish for your account. We reconnnnend that yatr
consult wide your tax advisor if you are unsure of the option that is best for you.
❑ Minimize Gain - Shares are sold from tax lots having the highest per unit federal tax cost
with a holding period of more than one year.
❑ First In First Out (FIFO) — Shares are sold from tax lots having the earliest federal tax
acquisition date.
06/2011
❑ Last In First Out (LIFO) - Shares arc sold from tax lots having the most recent federal
tax acquisition date.
❑ Highest Federal Cost First Out (11170) — Shares are sold from lax lots having the
highest federal tax cost per share.
❑ Lowest Federal Cost First Out (LOFO) — Shares are sold from tax lots having the
lowest federal tax cost per share.
❑ Specify Tax Lot — Shares are sold from tax lots that you specify.
❑ Average Federal Tax Cost - Shales are sold across all tax lots using the average cost. 11
your account(s) holds investments for which this method is not permitted, the First -In
First -Out default method will be used, unless you direct otherwise.
❑ Maximize Gain - Shares are sold from tax lots having the lowest per unit federal tax cost.
If you do not specify a particular tax lot or method, the First -In First -Out method will be
used. If you wish to use a tax lot selection method that is different from whal you selected
above, on an individual investment or transaction basis, you may make that selection
when you execute your trade.
17.3 Shareholder Communications Act Authorization. The Shareholder Communications Act of
1935, as amended, requires Custodian to make an effort to permit direct communications between a
company that issues securities and the shareholder that exercises shareholder rights with respect to those
securities. Unless Customer specifically directs Custodian in writing not to release Customer's name,
address and security position to requesting companies, Custodian is required by law to disclose
Customer's name and address to such companies. Therefore the Customer hereby responds to the
following question [no response will mean "yes"]. Does Customer authorize Custodian to provide its
name, address and security position to requesting companies whose stock is owned in this Account?
✓ Yes / No
17.4 Customer's Agent — Shareholder Rights. Should Customer require that a designated
agent for the Account, such as an investment advisor, be responsible for proxy voting and other special
matters and shareholder rights as specified in Section 2.4, above, the Customer shall provide the name
and address of that agent below. Such agent shall be removed upon Custodian's receipt of a written
removal from Customer. Customer may designate more than one agent to be responsible for separate
sub -Accounts or investment accounts under this Agreement by providing it clear, written designation to
that effect to Custodian. Custodian hereunder has no authority or responsibility with regmd to prosy
voting or any similar special matters. Therefore, it may not be designated below unless it has separately
agreed in writing to act as investment advisor for the Account.
Designated Agent:
Address:
Telephone Number:
17.5 Money Market Fund. Pursuant to Section 2.5, above, the First American Funds money
market fund designated for this Account shall be: (check one — if none are checked the Customer hereby
directs that the First American Prime Obligations Fund Class Y shall be designated)
Taxable Money Market Funds
_ First American Prime Obligations Fund — Class Z
_ First American Government Obligations Fund — Class Z
✓First American Treasury Obligations Fund — Class Z
Federal Tax -Exempt Money Market Fund
First American Tax -Free Obligations Fund — Class Z
06/2011