HomeMy WebLinkAboutUnion Bank of California; 1997-09-17;- #?’ - “$Q
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SECTIONS I, II, AND III ARE TO BE CObv. ZI’ED BY CUSTOMER. PLEASE LINE OUT AL JNUSED LINES. .
L ACCOUNT INFORMATION
Trust Account Name Trust Account Number
City of Carlsbad 242002 190
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---------__-____------------------------------,-------------------------~--------------- I --__-------__-------__________I_________-- ---- c --------------------_________________I_ I
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The following individuals are designated by the Customer as the Authorized Representatives omomer to initiate funds transfer instructions to Bank:
Name Title ;. I Signature r / ,,I Telephone Number
Jim Stanton laity Treasurer
Frank Mannen Asst City Manager
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IL AUTIHMtizED REPRESENTATIVE FOR FUN%3 TRANSFKR
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--------------------_---- ___------_----_-____------ --------------_------------ -----we
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The maximum limit of the Authorized Representative is $ per transfer.
(If no dollar limit is shown, the maximum amount will be assumed by the Trust & Investment Management Group to be unlimited.)
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III. CUSTOMER APPROVAL I
.@ $+J- ; : I ,, SIGNATURES (This Agreement must be executed by all signers on joint, estate and other fiduciary aceE#tnts: by dli general partners for partnerships; and
by those officers designated on the Funds Transfer Resolution attached.): _/ .._.>’ <
PRINTED NAME
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PRINTED KAME \ / SIFNAT I -
------ ---- ---- ---- ----- --.- ,----.2z~ ---- --- ----- --- # TITLE 2 DATE ’ I?. ,----,-------,-----,-----GL------ ..A(
iv. BANK ACCEPTANCE
PRLKTED NAME ,-’ SIGNATURE DATE
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PRINTED NAME SIGNATURE TITLE DATE ./
ORIGINAL FILED IN ACCOUNT
(12196)
FACSlMlLE TRANSFER REQUESrS ‘: ji
1. -.G .” . . : ,< _1 .
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FUNDS TRANSFER REQUESTS VIA FACSIMILE TRANSMlTT;iL - ”
Repetitive Funds Transfers :
Repetitive funds transfers may be initiated via facsimile by Customer’s Authorized Representative. Normal procedure of Union Bank of California,
N.A. (“Bank”) is to require Customer to provide the signature of an Authorized Representative (as prescribed in the Funds Transfer Agreement) on
Customer’s Data Base Change Request t&n or other standard form used by Bank to document repetitive transfer services. Bank will perform a call-
back to a different Authorized Representative to verify the repetitive transfer information. Unless Customer has instructed Bank in writing to perform
a call-back on every repetitive transfer, no subsequent call-back will be performed by Bank when Customer initiates repetitive transfers. Upon
receiving each funds transfer request, Bank will verify that the individual whose signature appears on the Wire Transfer Order form is an Authorized
Representative, and that the repetitive payment destination matches the beneficiary data on Customer’s Data Base Change Request form.
Non-Repetitive Funds Transfer-Digit Test with Call-Back
Non-repetitive funds transfers may be initiated via facsimile by Customer’s Authorized Representative. When initiating a transfer. the Authorized
Representative shall write a test number (“digit test”) as his identification on the Wire Transfer Order form. The test number is calculated by
Customer based on a formula provided to Customer. In addition to requiring the digit test number when a non-repetitive transfer is initiated, Bank
will verify that the individual whose signature appears on the Wire Transfer Order form is an Authorized Representative, and will perform a call- 4 back to a second Authorized Representative.
Non-Repettiive Funds Transfer-CAl-Back Only
This security procedure is identical to the procedure described immediately above except that the Customer chooses not to utilize the added
precaution of a digit test number. Customer acknowledges that a greater risk ofunauthorized transfers is associated with this optional procedure.
Customer chooses to use the following security procedure(s) as described above:
q Repetitive Funds Transfers
0 Non-Repetitive Funds Transfers-Digit Test with Call-Back
cl Non-Repetitive Funds Transfers-Call-Back Only
Customer acknowledges that by choosing one of these security procedures, Customer may assume a greater risk of unauthorized transfers than with
other procedures offered by Bank.
City of Carlsbad
PRINTED NAME
Jim Stanton
PRINTED NAME SIGNATURE TITLE DATE
Distribution: ORIGINAL--Onice DUPLICATE--Cusiome
FORM 59995-F (Rev. 7i96)
Union Bank of California N.A.
Custody Services
475 Sansome Street, 15th Floor
San Francisco, CA 94111
Attn: Moon Lee - Manager, Financial Institutions
Account Name and Number:
Account Name: Citv of Carlsbad Account Number 242002190
The Treasurer hereby designates the following named individuals to have authority to
direct the Custodian to settle trades, deliver securities and wire funds. These
individuals hereby acknowledge this appointment and each, by affixing his/her
signature next to his/her name, indicates agreement:
NAME
Frank Mannen
SIGNATURE
Jim Stanton
As directed by the Treasurer, the Custodian may act upon written direction signed by:
All must sign.
& Only Q/J *z must sign.
One only is to sign, name
Dated: Lev-**’
e f7 7-LL~AsvA~~
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MUTUAL FUND DISCLOSURE STATEMENT FOR
PERSONAL TRUST, AGENCY, AND CUSTODY ACCOUNTS
Union Bank of California, N.A (“Bank”) makes a variety of mutual funds available to its clients. Among the funds
available is the HighMark’” Funds (“Funds”), a family of mutual funds sponsored and distributed by SEI Financial
Services Company. The Bank is the investment advisor and custodian for the Funds, and provides certain additional
services to the Funds.
Certain fees for services, which are fully described below, are paid to the Bank or its affiliates by the Funds for the
services provided to the Funds. In addition, the Bank charges your account certain fees for the trusteeship, custody
and other services provided to your account To the extent your account is invested in the Funds and an investment
advisory fee attributable to your account assets is paid to the Bank by the Funds and is retained by the Bank, no ad
valorem investment advisory fee is charged to your account for the HighMark invested funds. The Bank believes this
eliminates the possibility of duplicate investment management fees. Please feel free to contact your account officer
for an additional copy of your account fee schedule if desired.
The Bank may also receive certain indirect benefits from having your account(s) invested in the Funds. For example, a larger fund size allows for certain economies of scale and lowers the expense ratio of the Funds. To the extent these
factors will help each fund to grow, it is to the benefii of the Bank whose fees are partially based on the size of each
Fund.
Prospectuses containing complete information on the investment objectives, operation and fees for all portfolios of the
Funds which are available to personal trust and agency accounts will be forwarded as soon as they are available.
Additional copies of the prospectuses are available from your trust officer. If you prefer, you may contact the
Distributor as follows: HighMark Funds, SEI Financial Services Company, Oaks, Pennsylvania 19458, l-800433-
6884. Please read the prospectuses carefully before you invest.
The HighMark Funds offers its shares solely through its distributor, which is not affiliated with the Bank. The
Bank does not endorse nor sponsor the Funds. The Funds are not obligations of the Bank and are not insured
by the FDIC or any other government agency. Investments in the Funds, like any mutual fund investments,
involve risk, including risk of loss of the principal amount invested.
FEES FOR SERVICES
The services performed for the Funds by the Bank or its affiliates and the maximum fees which may be paid to the
Bank for such services are set forth below. Any such fees may, from time-tetime, be voluntarily reduced pursuant to
agreement with the Funds. Any such voluntary reduction in the fees of a fund(s) will lower the expenses of the Funds,
and thus temporarily increase each affected fund’s yield.
investment Advisor Services: For the expenses incurred and services provided by Pacific Alliance Capital
Management (“PACIFIC ALLIANCE”), a division of Union Bank of California, N.A., as the Funds’ investment advisor, the Bank receives the following fees, computed daily and paid monthly:
l MONEY MARKET FUNDS: At the annual rate of thirty one-hundredths of one percent (30%) of each fund’s
average daily net assets.
l EQUITY AND BALANCED FUNDS: For each fund, except the Emerging Growth Fund and the International Fund,
at the annual rate of sixty one-hundredths of one percent (80%) of each fund’s average daily net assets. For the
Emerging Growth Fund at the annual rate of eighty one-hundredths of one percent (80%) of the fund’s average
daily net assets. For the International Fund at the annual rate of ninety-five one-hundredths of one percent (.95%)
of the fund’s average daily net assets.
l BOND FUNDS: For the Bond Fund, the Intermediate Term Bond Fund, and the California Intermediate Tax-Free
Bond Fund at the annual rate of fifty one-hundredths of one percent (SO%) of each fund’s average daily net assets.
For the Convertible Securities Fund and the Government Securities Fund at the annual rate of sixty one-
hundredths of one percent (80%) of each fund’s average daily net assets.
10242.DOC OJS (Rw. Snslo?)
Custodian Services: For its services as the Funds’ domestic custodian, the Bank is entiied to receive a custodian fee
at an annual rate of one one-hundredths of one percent ( .Ol%) of each fund’s average daily net assets. The Bank is
entitled to receive transaction fees for securities lending at a rate of ten onehundredths of one percent (. 10%) of the average balance of equity or corporate debt securities lent and five one-hundredths of one percent (.05%) for U.S.
Government securities lent. Global custody fees shall be ad valorem and transaction fees which vary with the country
in which settlement takes place. The Bank is also entitled to be reimbursed for reasonable out-of-pocket expenses
incurred in connection with its custodian services. For more detailed information, please feel free to contact the Fund at the number set forth above.
Shareholder Servicina Fees: The Bank provides certain shareholder support services to the Fund. Fees payable under the Funds shareholder servicing fee vary from time to time, but may be up to twenty-five one-hundredths of one
percent (.25%) of the average daily net assets of a fund.
Sub-Administrator Servicee: The Bank provides certain sub-administration services to SEI, the administrator of the
Funds. Fees payable under this arrangement are paid to the Bank by SEI and are not paid by the Funds, and do not
affect net asset value. Nevertheless, because SEI receives fees for the administrative services performed for the
Funds, the Funds may be considered to pay these fees indirectly. The Bank is entitled to receive fees at an annual rate
of up to five one-hundredths (.05%) of each fund’s average net assets plus the Bank’s out-of-pocket expenses,
depending on the services actually being performed.
Other Services: The Bank reserves the right to direct that certain brokerage transactions be performed through
affiliates of the Bank Such transactions would be subject to ‘best execution’ requirements, would be entered into
solely pursuant to the provisions of applicable law or regulatory relief, and after approval of the Board of Trustees of the
Funds. In the event of such transactions, the affiliates of the Bank would be paid brokerage fees by the Funds.
ACKNOWLEDGMENT AND DIRECTIVE
I hereby acknowledge receipt of the HighMark Money Market Funds prospectus and direct that the following fund be
utilized for cash management sweep services utilized by my account
HighMark Diversified Money Market Fund
HighMark 100% U.S. Treasury Fund
0 HighMark California Tax Free Money Market Fund
cl HighMark Government Money Market Fund
Applicable fiduciary law and regulation require full disclosure of relevant fee information so that the party with
investment discretion may monitor the reasonableness of the total fees being received by the Bank for its services to
the account. Please sign below indicating you have read and understand this disclosure.
I hereby acknowledge receipt of the prospectuses of the HighMark Funds. I certify that I have read and understood the
information set forth on this disclosure, and I understand that the Bank will rely on the enabling statutes of State law to use the HighMark Funds or other proprietary mutual funds unless I object to such use in writing.
Authorized Signer (Print Name) JP*@5 Hb s743UrOd me C’lty J7/4S -0 F/r
Signature of Authorized Si . Date y/4/97 I I
Title
Signature of Authorized Signer Date
10242DOC OJS (Rw. W25.37)
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September 16, 1997
Ms. Cathy Adams
Assistant Vice President
Wells Fargo Bank
Institutional Custody Services
707 Wilshire Boulevard, MAC 28 18-l 02
Los Angeles, CA 90017
Account Name and Number: City of Carisbad, 17 17484-000
Dear Cathy:
This is to inform you that effective November 1, 1997, I have appointed Union Bank of California, N.A. as custodian of
the assets currently held at your firm in the account referenced above.
You are hereby authorized to transfer this account to the Union Bank of California, N.A. account number 242002 190.
Please reference this account number on all of your deliveries in accordance with the attached instructions.
Cathy, it has been a pleasure doing business with you. Your responsiveness to us has been much appreciated. Our
decision to transfer custodial services to Union Bank is strictly based upon Wells Fargo’s divestment of its custodial
services and is by no means a reflection of the service we have received from you.
cc: Andy Jeremi, Union Bank of California
1200 Carlsbad Village Drive l Carlsbad, California 92008-l 989 l (619) 434-2869
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UNION BANK OF CALIFORNIA
DOMESTIC CUSTODY SERVICES
TRANSFER OF ACCOUNT INSTRUCTIONS
1. WIRE FUNDS TO: OR SEND CHECK TO:
Union Bank of California, N.A.
ATTN: Domestic Custody
ABA #: 1220004%
For Credit to Account #:
Account Name:
Union Bank of California, N.A.
For Credit to Account #:
ATTN: Domestic Custody Services
475 Sansome Street, Suite 1500
San Francisco, CA 94 111
2. DTC ELIGIBLE ISSUES I SAME DAY FUNDS 3. NON-DTC ELIGIBLE SECURITIES
Union Bank of California, N.A.
DTC Account # 2 145
For Credit to Account #:
Agent Bank: #27978
I.D. #27978
Citibank
20 Exchange Place, Level C
Receive Window I Attn: Keith Whyte
New York, NY 10043
A/C UBOC SF General Account HI87036
For Credit to Account #:
4. FEDERAL RESERVE BAh’K 5. PTC ELIGIBLE (GNMA’S)
UNION BK CA LA / TRUST
ABA #: 1220-0049-6
For Credit to Account #:
Citibank #&OS
PTC-CBANK
A/C UBOC SF General Account GO87036
For Credit to Account #:
6. MUTUAL FUNDS HELD BY AGENT
Re-registration Instructions:
Union Bank of Califomiq N.A.
Custodian F/B/O:
Account #:
P.O. Box 109
San Diego, CA 92112
8. EUROCLEAR ISSUES
AC: UBOC Global Custody
Account #: 93364
For Credit to Account #O 1344 UBOC
7. TIME CERTIFICATES OF DEPOSIT
Re-registration Instructions:
Union Bank of California, N.A.
F/B/O:
Account #:
P.O. Box 109
San Diego, CA 92112
9. CEDEL ISSUES
A/c: UBOC Global Custody
A/C: #33898
For Credit to Account #I 1344 UBOC
I hereby certify that at a regular meeting of the Board of Directors of The Bank of California,
National Association, held March 13, 1996, a quorum being present and voting, the attached
resolution was adopted, that the same has not been rescinded and now stands in full force. The
Bank of California, N.A. changed its name effective April 1, 1996 to Union Bank of California,
N.A.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said Bank this
aPM day of u 0 ,I9fl.
@CL* a;. hLfm6-w
Catherine L. Huston
Assistant Secretary
(SEAL)
475 SANSOM STREET, SAN FRANCISCO, CAwowA 94111
415 765 0400
Union Bank of California, N.A.
TRUST SERVICES RESOLUTION OF AUTHORITY
WHEREAS, the Bank is duly authorized and empowered to act as trustee, executor,
personal representative, administrator, guardian or conservator of estates, assignee,
receiver, custodian, escrow agent, agent or in any other fiduciary capacity permitted by
law (hereinafter referred to collectively as “Trust Services”);
WHEREAS, it is the Board’s intention to authorize and empower the officers/employees
designated in this Resolution, in the Bank’s name and on its behalf, at such times and
under such circumstances and on such terms and conditions as such
officers/employees may deem proper, under the Banks seal, as necessary, to execute
and deliver such documents and perform such acts as shall be necessary for the Bank
to provide Trust Services;
WHEREAS, it is the Board’s further intention to authorize and empower the Trust
Executive Officer as designated by the President and Chief Executive Officer or his/her
designee to designate in writing the identity of and the manner in which such
officers/employees may execute and deliver such documents and perform such actions;
A. General Trust Services
RESOLVED that any employee designated in writing as a Class A signer by the Trust
Executive Officer is authorized and empowered as hereinabove set forth to sign,
execute and deliver:
7. Any instruments or other documents by which the Bank agrees or declines to
or resigns from performing Trust Services and to execute such further
instruments and documents and to perform any other act necessary to
implement such acceptance, declination or resignation.
2. Any instruments or other documents and to perform any other act necessary
to discharge its duties and obligations in performing Trust Services, including,
but not limited to:
a. Proxies to vote corporation stock or shares standing in the name of the
Bank, as Fiduciary, or to attend and vote at any meeting such stock or
shares;
b. Any instruments, documents or agreements relating to insurance
affecting any property, business or security held by the Bank, in its
performance of Trust Services;
c. Petitions, accountings, reports and returns of sale, and all other
pleadings, declarations and documents filed in probate or other court
proceedings by the Bank, in its performance of Trust Services;
d. Checks against Trust funds, drafts and official checks issued by this
Bank, the amount of which does not exceed the signing authority limit of
the signer(s);
1
e. Guaranties of signatures to assignments of stock certificates, bonds and
other securities, except that no signer is authorized to guarantee the
signers own signature;
f. Documents necessary to purchase, endorse, transfer, sell, assign,
pledge, encumber, hypothecate, lease, release, convey, deliver or
request payment or reissue of any and all certificates for shares of stock
of corporations, bonds, stock warrants and rights, deposit receipts for
stocks and bonds, promissory notes, warrants for irrigation and
reclamation districts, debentures, voting trust certificates, money market
instruments, commercial paper, repurchase agreements and bankers
acceptances, investment agreements, and any and all other documents
or instruments representing or evidencing any equity or debt interest in
corporations, governmental entities or in personal property, standing in
the name of or owned or to be purchased by the Bank in its performance
of Trust Services;
g. Any other instruments, documents or agreements necessary to and
connected with the provision of general Trust Services; and be it further
B. Trust Real Fstate Activities
RESOLVED that, with regard to any interest in real property to which the Bank holds
title in its performance of Trust Services, or which it manages in its performance of Trust
Services, any employee designated in writing as a Class B signer by the Trust Executive
Officer is authorized and empowered as hereinabove set forth to sign, execute and
deliver:
1. Grant deeds, mineral deeds, quit claim deeds, fiduciary’s warranty deeds,
statutory warranty deeds, fulfillment deeds, secured or unsecured notes upon
the real property, leases or extensions, modifications or amendments
thereof, construction contracts, property management agreements, or
purchase or sale agreements;
2. Requests to any trustee or trustees named in any deed of trust for a full or
partial reconveyance of the property covered by such deed of trust;
3. Trust checks, escrow instructions, closing settlement statements, property
management agreements, construction contracts, indemnification letters,
petitions and depositions in legal actions, multiple listing agreements, excise
tax affidavits, tax appeals, forfeiture documents, notices to vacate;
4. Any other legal document or instrument not heretofore enumerated which is
required in the management, as specified by each trust or agency
agreement, of such real property; and be it further
. . . C. Global Custody Actrvrt les
RESOLVED that any officer designated in writing as a Class C signer by the Trust
Executive Officer is authorized and empowered as hereinabove set forth:
2
1. To accept and transact foreign exchange contracts related to clients’ account
activities;
2. To sign any documents or instruments as may be required to conduct
business with a sub-custodian bank or foreign tax authority;
3. To authorize electronic transmission of data and information;
4. To sign, execute and deliver any other legal document or instrument not
heretofore enumerated which is required in the conduct of global custody
activities; and be it further
D. Trust Operations Activities
RESOLVED that any employee designated in writing as a Class D signer by the Trust
Executive Officer is authorized and empowered as hereinabove set forth to sign,
execute and deliver:
1. Trust checks, certifications of balances or asset holding;
2. Any other documents, instruments, or contracts as may be required to
participate in any securities depository for securities held by the Bank, in its
performance of Trust Services, and to provide cash management and
accounting services to trust clients; and be it further
RESOLVED that any officer designated in writing as a Class E signer by the Trust
Executive Officer is authonzed and empowered as hereinabove set forth to sign,
execute and deliver:
I. Documents necessary to purchase, endorse, transfer, sell, assign, pledge,
encumber, hypothecate, lease, release, convey, deliver or request payment
or reissue of any and all certificates for shares of stock of corporations,
bonds, stock warrants and rights, deposit receipts for stocks and bonds,
promissory notes, warrants for irrigation and reclamation districts,
debentures, voting trust certificates, money market instruments, commercial
paper, repurchase agreements and banker’s acceptances, investment
agreements, and any and all other documents or instruments representing
or evidencing any equity or debt interest in corporations, governmental
entities or in personal property, standing in the name of or owned or to be
purchased by the Bank, in its performance of Trust Services;
2. To sign certificates for securities deposited, interim certificates and other
certificates for or on behalf of this Bank as depository or agent;
3. To sign, countersign, certify, register, authenticate and identify all bonds,
notes, interim certificates, share certificates, certificates of stock, voting trust
certificates, depository receipts, warrants, participation certification or similar
instruments for or in respect of which the Bank may be acting as trustee,
agent or custodian; and be it further
3
F. Mutual Fund Support Services and Activities
RESOLVED that any officer designated in writing as a Class F signer by the Trust
Executive Officer is authorized and empowered as hereinabove set forth to sign,
execute and deliver:
1. Any instrument, trust, contract or other document by which the Bank agrees
or declines to act or resigns as custodian, transfer agent, fund accountant or
other service provider to registered or unregistered investment companies or
other collective investment entities (“mutual fund support services”);
2. Any instrument, or other document and to perform any other act necessary
or desirable to comply with applicable law and regulation in the provision of
mutual fund support services, including but no limited to:
a. Any registration, application, filing, update, amendment or other
document necessary to commence or continue operation of mutual fund
support services permissible under applicable law and regulation;
b. Any regulatory filings, accountings, reports, mailings, exemptive
applications, requests for advice or rulings required by or desirable under
applicable law to be prepared in connection with the provision of mutual
fund support services; and be it further
G. Tax Activities
RESOLVED that any officer designated in writing as a Class G signer by the Trust
Executive Officer is authorized and empowered as hereinabove set forth to sign,
execute, and submit local, state and federal tax returns or other filings, applications,
extensions, requests for rulings or reports by the Bank as may be necessary or
desirable in its performance of Trust Services or as a sponsor of a wmmon trust fund or
collective investment fund; and be it further
FURTHER RESOLVED that the Trust Executive Officer empowered in this Resolution to
designate employees and officers to carry out various activities on behalf of the Bank
may delegate, in writing, his/her authority to so designate to a senior officer(s) with the
Trust & Investment Management Group, as appropriate. Such delegations of authority
are to be filed with the Corporate Secretary and are to be reviewed as appropriate; and
be it further
FURTHER RESOLVED that this Resolution of Authority shall be effective as of May 28,
1997 and that, effective as of that date, the Trust Signing Authority Resolution adopted
by this Board on March 13,1996 is hereby superseded.
4
I, Catherine L. Huston, do hereby certify that I am the duly qualified and appointed Assistant
Secretary of Union Bank of California, National Association.
I further certify that the following are true and correct specimen signatures of said named
employees and their signing authorities as designated by the Trust Executive Officer of Union Bank of
California, N.A., and defined in the accompanying resolution.
NAME CLASS SIGNAm
MOON LEE, Vice President ADE (/,Y/$gZ++&&
1’ /’
IN WITNESS WHEREOF, I have set my hand and seal of this Association this
day of u 1947. ,
(SEAL)
Catherine L. Huston
Assistant Secretary
475 SANSOME STREET, SAN FRANCISCO, CALIFORNIA 94 I 1 I
415 765 0400
September 23,1997 pf?J 4 IY,3cr5
Mr. Andy Jeremi
Vice President
Trust and Investment Management Group
475 Sansome Street
San Francisco, CA 94111
Dear Andy:
Please find enclosed the following documents necessary to open a custody account with Union Bank
effective November 1, 1997:
l Custody Agreement - t&s 97 ‘c*Ob
l “Request to Transfer Account” letter to Wells Fargo Bank, current custodian - &.s 9 7 - z- q’?
l HighMark disclosure Statement
l Signature Form
l Funds Transfer Agreement
l Security Procedure Addendum.
I have not enclosed a W-9 as it is not applicable. Enclosed is our August statement from Wells
Fargo. Prior to the conversion, I will send a complete listing of assets that will be transferred. The
custodial contact at Wells Fargo Bank is Cathy Adams and she can be reached at (213) 614 - 2121.
Please let me know if there is any other information you need from me. We look forward to working
with you.
Sincerely,
Enclosures
1200 Carlsbad Village Drive l Carlsbad, CA 92008-l 989 l (760) 434-2869 l FAX (760) 434-8164 aa
CUSTODY AGREEMENT
This agreement is made between City of Carlsbad, (“Client”) and Union Bank of California,
N.A. (“Bank”)
TERMS AND CONDITIONS
1. APPOINTMENT AS AGENT
Client hereby appoints Bank as agent to act as custodian of cash, securities, and other
property (“Property”) described on Schedule A, attached hereto, and other property which
may be deposited by Client with Bank from time to time to be held in the account
established by this Agreement (“Account”) and Bank agrees to act as Client’s agent for
such property according to the terms and conditions of this Agreement.
2. HANDLING OF INCOME AND PRINCIPAL
2.1 income. Bank shall collect the income, when paid on said Property, and hold it in a
demand deposit income account until invested or otherwise disposed of pursuant to
Client’s written instructions.
2.2 Principal. Bank shall collect principal of Property when paid on maturity, redemption,
sale, or otherwise, and hold it in a demand deposit principal account until invested or
otherwise disposed of pursuant to Clients written instructions.
2.3 Collection Oblioafions. Bank shall diligently collect income and principal of which the
Bank has received actual notice in accordance with normal industry practices.
However, Bank shall be under no obligation or duty to take any action to effect
collection of any amount if the securities or other Property upon which such amount is
payable is in default, or if payment is refused after due demand unless the Bank has
been adequately indemnified by Client in advance. Bank, however, shall notify Client
promptly of such default or refusal to pay.
2.4 Additions to and withdrawals from Account. Bank shall make all additions and
withdrawals of Property to and from this Account only upon receipt of and pursuant to
written instructions from Client except for those withdrawals provided for in Section 4.
Upon receipt of such order for each withdrawal, unless otherwise instructed in writing,
Bank shall deliver the Property so withdrawn to Client or to Client’s designee, upon an
appropriate receipt.
3. INVESTMENT OF PROPERTY
3.1 Directions bv Client. Client shall have sole responsibility for the investment, review,
and management of all Property held in this Account. Bank shall make all purchases,
sales, conversions, exchanges, investments and reinvestments of Property held in
this Account only upon receipt of and pursuant to written instructions from Client.
Bank shall have no duty or obligation to review, or make recommendations for, the
investment and management of any Property held in this Account, including
uninvested cash.
Page 1
3.2
3.3
3.4
3.5
Hand/e Comorafe Acfions. Bank shall notify Client of the receipt of notices of
redemptions, conversions, maturities, exchanges, calls, puts, subscription rights, and
scrip certificates (“Corporate Actions”). Bank need not monitor financial publications
for notices of Corporate Actions and shall not be obligated to take any action without
waiting for Client’s instruction. If a Corporate Action has a fixed expiration date, and
Bank has not received written instructions regarding it from Client five business days
prior to such date, Bank shall take such action as it deems appropriate in its sole
discretion.
Factional Inter&s. Bank shall receive and retain all stock distributed by a
corporation as a dividend, stock split, or otherwise. However, in connection therewith,
if a fractional share is received, Bank shall seli such fractional share.
Use of /Vominees. Bank shall have the right to hold all registered securities in the
name of its nominee.
Use of Securities Depositors. Bank may, in its discretion, deposit in a securities
depository any securities which, under applicable law, are eligible to be deposited.
4. PLEDGE OF SECURITIES
Client shall inform Bank in writing in the event that Client has pledged any Property held in
the Account as collateral (“Pledged Collateral”) for any loan or advance (“Secured
Obligation”) made to Client by Union Bank of California, N.A., or by any other lender
designated by Client (‘Secured Party“). Client’s notice to Bank shall precisely identify the
Pledged Collateral and state the name, address, telephone number and telex number of
the Secured Party and the appropriate officer, if any, to contact in connection with the
Pledged Collateral, and Client shall provide evidence that a copy of such notice has been
provided to the Secured Party. Client shall be responsible to Bank for keeping Bank
informed of any changes to this information, and Bank shall be fully protected in relying on
such notice until receipt of a notice providing additional or substituted information. Bank
shall segregate and identify such Property in its records as pledged. Notwithstanding
anything to the contrary contained in this Agreement, by providing the notice referred to
above, Client acknowledges and agrees that the terms of this Custody Agreement are
superseded by the terms of any pledge or security agreement covering the Pledged
Collateral, and that Bank cannot release the Pledge Collateral without the prior written
consent of the Secured Party. In the event that the Secured Party shall notify the Bank in
writing of a default of such Secured Obligation, Bank shall follow, with no further obligation,
the written instructions of the Secured Party regarding the Pledged Collateral and shall be
fully protected in so doing. Any interest or principal payments due on the Secured
Obligation may be charged to the Account upon written instruction from Client.
5. PROXIES AND CORPORATE LITERATURE
5.1 Proxies. Bank shall forward all proxies and accompanying material issued by any
company whose securities are held in the Account to Client unless directed in writing
not to do so.
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5.2 Cornorate Lifemfure. Bank shall have no duty to forward or retain any other
corporate material received by the Account unless required to do so by law.
5.3 Disclosure to issuers of Securities. Unless Client directs Bank in writing to the
contrary, Client agrees that Bank may disclose the name and address of the party
with the authority to vote the proxies of the securities held in this Account as well as
the number of shares held, to any issuer of said securities or its agents upon the
written request of such issuer or agent in conformity with the provisions of the
applicable law.
6. CONFIRMATIONS
6.1 Confirmations. Bank shall have no responsibility to send confirmations of security
transactions occurring in this Account to Client; however, Client may request
confirmations for security transactions at any time at no additional cost to Client, and
such confirmations shall be sent to Client within the time prescribed by law.
6.2 Statements. Each month, Bank shall send Client a cash statement and an asset
statement showing market values. The statements will show all income and principal
transactions and cash, securities and other Property holdings. Client may approve or
disapprove such statement within sixty (60) days of their receipt and, if no written
objections are received within the sixty-day (60) period, such statements of the
account shall be deemed approved.
7. USE OF OTHER BANK SERVICES
Client may direct Bank to utilize for this Account other services or facilities provided by
Bank, its subsidiaries or affiliates. Such services shall include, but not be limited to (1) the
purchase or sales of securities as principal to or from, or, (2) the placing of orders for the
purchase, sale, exchange, investment or reinvestment of securities through any brokerage
service conducted by, or (3) the placing of orders for the purchase or sale of units of any
investment company managed or advised by Bank, Union BanCal Corp., or their
subsidiaries or affiliates. Client hereby acknowledges that Bank will receive additional fees
for such services in accordance with Bank’s standard fee schedules, which shall be
delivered to Client from time to time. City will be notified 30 days in advance of any fee
increases.
Notwithstanding the above, Client hereby directs Bank to utilize for this Account for cash
management purposes the HighMark Group of mutual funds advised by Bank. Client shall
designate the particular HighMark Fund that Client deems appropriate for the Account.
Client hereby acknowledges that Bank will receive management fees for such services in
accordance with Bank’s standard fee schedules, which shall be delivered to Client from
time to time. These management fees will be in addition to those fees charged by Bank as
agent for the Client’s Custody Account.
8. INSTRUCTIONS
All instructions from Client shall be in writing, and shall continue in force until changed by
subsequent instructions. Pending receipt of written authority, Bank may, in its absolute
Page 3
discretion at any time, accept oral, wired, or electronically transmitted instructions from
Client provided Bank believes in good faith that the instructions are genuine.
9. COMPENSATION AND OTHER CHARGES
9.1 Compensation. Bank’s annual fee as agent shall be based on the published standard
fee schedule of the Bank for Custody Accounts as it exists from time to time. Fees
shall be billed quarterly.
9.2 Chamino the Account. Bank is authorized to charge the Account for incidental
expenses, provided City concurs and is notified 30 days in advance, as well as for
funds necessary for Bank to complete any purchase or expense, to make any
directed disbursement or take any other action regarding the Account. Bank shall
have no duty to make any purchases, exchanges, or disbursements or to incur any
expenses, unless the funds necessary to cover the amount of the expense are
available in the Account.
10. COST BASES AND DATES OF ACQUISITION
Client agrees to furnish Bank with the income tax cost bases and dates of acquisition of all
Property held in the Account to be carried on its records. If Client does not furnish such
information for any such Property, Bank shall carry the Property at any such nominal value
it determines, such value to be for bookkeeping purposes only. All statements and
reporting of any matters requiring this information will use this nominal value. Bank shall
have no duty to verify the accuracy of the cost bases and dates of acquisition furnished by
Client. Property purchased in the Account shall be carried at cost.
11. LIMITED POWER OF ATTORNEY
Bank is hereby granted a limited power of attorney by Client to execute on Client’s behalf
any declarations, endorsements, assignments, stock or bond powers, affidavits, certificates
of ownership or other documents required (1) to effect the sale, transfer, or other
disposition of Property held in the Account, (2) to obtain payment with respect to Property
held in the Account, or (3) to take any other action required with respect to the Property
held in the Account, and in the Bank’s own name to guarantee as Client’s signature so
affixed.
12. INDEMNIFICATION
As additional consideration for the Bank’s acceptance of this Account and Agreement to
act as “Agent,” Client agrees to indemnify, and hold Bank, its officers, directors, employees
and agents harmless from and against any and all losses, liabilities, demands, claims, and
expenses, any attorney’s fees and taxes (other than those based on Bank’s net income)
arising out of or in connection with this Agreement, or out of any actions of Client or Clients
agents which are not caused by Bank’s negligence or willful misconduct. Bank agrees to
indemnify and hold City, it officers, directors, employees and agents harmless from and
against any losses, liabilities, demands, claims, and expenses, any attorney fees and taxes
arising out of or in connection with this Agreement, or out of any actions of Bank or Banks
agents which are not caused bu City’s negligence or willful misconduct. This provision shall
Page 4
survive the termination of this Agreement and shall be binding upon each party’s
successors, assigns, heirs and personal representatives.
13. AMENDMENT AND TERMINATION OF AGREEMENT
13.1 Amendment. This Agreement may be amended only by a written agreement
executed by both Bank and Client.
13.2 Termination. This Agreement may be terminated at any time by written 30 day
advance notice notice from one party to the other. In addition, this Account shall
terminate upon notification to the Bank of Clients incapacity or Clients death. Upon
termination, Bank shall have a reasonable amount of time to transfer the Property
held in the Account in accordance with the written instructions of Client or the person
or entity legally entitled to receive such property. Costs related to termination,
including without limitation, costs for shipping securities and other Property held in the
Account and costs of re-registering securities, generating reports and accounting for
disposition of cash shall be charged to the Account.
14. ENTIRE AGREEMENT
This Agreement and Addendum (not AnMcable) constitute the entire Agreement between
the parties. All previous agreements, whether written or oral, between the Bank and Client,
are hereby superseded, except any direction to Bank prohibiting it to disclose information
to issuers of securities as provided in Section 5.3.
15. SINGULAR AND PLURAL
If more than one person shall execute this Agreement, then where the context permits,
singular pronouns shall be deemed to be plural personal pronouns.
16. GOVERNING LAW
This agreement shall be governed by, and construed under, the laws of the State of California.
17. TAXATION OF ACCOUNT
17.1 W-9 Certification. Client agrees to provide a completed W-9 or W-8 certification, as
appropriate, to Bank.
17.2 Client’s Tax identification Number is: 95-6004793
17.3 Client’s responsibilifv for Filina Tax Returns and Pavina Taxes. Client is responsible
for filing any and all tax returns and for paying all taxes on Property and income held
in this Account.
18. NOTICES
Page 5
18.1 Mailincr of Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed as having been duly given on
the date of service, if served personally on the party to whom notice is to be given, or
on the fifth day after mailing, if mailed to the party to whom notice is to be given, by
first class mail, registered or certified, postage prepaid, and property addressed as
follows:
Client: City of Carlsbad
1200 Cansbad Village Drive
Carlsbad, CA 92008
Attn: James M. Stanton
Treasurer
Bank: Union Bank of California
475 Sansome Street, 12th Floor
San Francisco, CA 94111
Attn: Moon Shil Lee
Vice President
18.2 Chance of Address. Either party may change the address at which notice may be
given by giving ten (10) days prior written notice of such change to the other party.
19. EFFECTIVE DATE
This Agreement shall become effective upon the date of receipt
securities and other property described in the attached Schedule A.
Accepted: UNION BANK OF CALIFORNIA, N.A., Agent
By: L
Title:
by the Bank of the
Date: k + 21- Y;I
Page 6
C
SCHEDULE A
Bank Accounts
Bankers Acceptances
Certificates of Deposit
Collateralized Mortgage Obligations
Commercial Paper
Common Stocks
Convertible Stocks
Corporate Bonds
Foreign Securities
Futures
Government Agency Issues
Government Bonds
Insurance Contracts
Publicly Traded Limited Partnership Units
Municipal Bonds
Mutual Fund
Options
Preferred Stocks
Private Placements
Repurchase Agreements
Reverse Repurchase Agreements
Page 7
I* , * .’
State of California
County of San Francisco
On August 27, 1997before me, Grace E. Ameral
IDATEI (NAME/TITLE OF OFFICER-k-JANE DOE, NOTARY PUBLIC’)
personally appeared Moon Shil Lee
INAMEISI OF SIGNERIS)
dpersonally known to me -OR- q
QRhCE E. AMERAL COMM. # 1104702
person(4) whose name+& IS/~W- subscribed to the within instrument and acknowledged to me that ke/she/%!+e+executed the same in -iWher,W& authorized capacity&+, and that by-b&./her- signature&+ on the instrument the person@), or the entity upon behalf tLteFhrch the perso:k executed instru’ment.
itness my hand and official seal.
(SEAL) _/srl,,,,PU
(SIGNAT”f?E OF NOTARY)
ATTENTION NOTARY
The information requested below and in the column to the right is OPTIONAL.
Recording of this document is not required by law and is also optional.
It could, however, prevent fraudulent attachment of this certificate to any
unauthorized document.
THIS CERTIFICATE Title or Type of Document Custody Agreement
MUST BE ATTACHED
TO THE DOCUMENT Ny@er of Pages 7 Date of Document _-I-._7 Au qu s t 27, 1997
DESCRIBED AT RIGHT: W/D notary
Signer(s) Other Than Named Above cl ient unsigned at present
WOLCOTTS FORM 63240 Rev. 3.94 Iprice cleaa E-PA1 0 1994 WOLCOTTS FORMS, INC.
ML PURPOSE ACKNOWLEDGMENT WITH SIGNER CAPACITY/REPRESENTATION/TWO FINGERPRINTS
RIGHT THUMBPFflNT ~Optional)
CAPACITY CLAIMED BY SIGNERIS) q INDIVIDUALfS)
OCORPORATE
OFFICER(SI ITITLES)
OPARTNERIS) ~LIMITED
q GENERAL
OATTORNEY IN FACT
OTRUSTEE(S)
OGUARDIANIC~NSERVATOR
OOTHER:
SIGNER IS REPRESENTING:
(Name of Personb) or Entitylie*)
RIGHT THUMBPRINT (Optional)
CAPACITY CLAIMED BY SIGNERIS)
q INDIVIDUALW
0 CORPORATE
OFFICERIS
ITITLESI
OPARTNERW q LIMITED
q GENERAL
q ATTORNEY IN FACT
q TRUSTEEIS)
q GUARDIANICONSERVATOR q OTHER:
SIGNER IS REPRESENTING:
(Name of Psrsonbl or Entity(h)
. “VRITE IT - DON’T SA’* IT!
Date September 24 19 97
To File
From Isabelle Paulsen
0 Reply Wanted
ONo Reply Necessary
On this date, Jane DeGiacomo, Treasurer's Office, gave this office the original custody agreement with Union Bank of California.
Council Meeting: September 9, 1997.
Resolution No. 97-599 Kesolution No. $7-600