EX-99.g.1.vi
AMENDMENT NO. 6 TO MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
This Amendment ("Amendment") is made as of November 18, 2024 ("Effective Date"), by and between Optimum Fund Trust (referred to herein as the "Fund") and The Bank of New York Mellon (referred to herein as the "Custodian").
BACKGROUND:
A. | The Fund and the Custodian are parties to a Mutual Fund Custody and Services Agreement dated as of July 20, 2007 (the "Agreement"), relating to the Custodian's provision of custody services described in the Agreement to the Fund. This Amendment is an amendment to the Agreement. | |
B. | The parties desire to amend the Agreement as set forth herein. |
TERMS:
The parties hereby agree that:
1. | Article
I Section 8 of the Agreement is hereby deleted in its entirety and replaced with the following: 8. Overdraft
Facility and Security for Payment. In the event that the Custodian receives Instructions
to make payments or transfers of Assets on behalf of the Series for which there would be,
at the close of business on the Business Day of such payment or transfer, insufficient monies
held by the Custodian on behalf of the Series, the Custodian may, in its sole discretion,
provide an overdraft (an "Overdraft") to the Series in an amount sufficient to
allow the completion of such payment or transfer. Any Overdraft provided hereunder: (a) shall
be payable on the next Business Day, unless otherwise agreed by the Series and the Custodian;
and (b) shall accrue interest from the date of the Overdraft to the date of payment in full
by the Series at a rate agreed upon from time to time by the Custodian and the Series or,
in the absence of specific agreement, at such rate as charged to other customers of the Custodian
under procedures uniformly applied. The Custodian and the Series acknowledge that the purpose
of such Overdraft is to temporarily finance the purchase of Securities for prompt delivery
in accordance with the terms hereof, to meet unanticipated or unusual redemptions, to allow
the settlement of foreign exchange contracts or to meet other unanticipated Series expenses.
The Custodian shall promptly notify the Series (an "Overdraft Notice") of any Overdraft.
To secure payment of any Overdraft and related interest and expenses, the Series hereby grants
to the Custodian a first priority security interest in and right of setoff against the Assets
in the Series' account, including all income, substitutions and proceeds, whether now owned
or hereafter acquired (the "Collateral"), in the full amount of such Overdraft,
interest and expenses, provided that the Series does not grant the Custodian a security interest
in any Securities issued by an affiliate of the Custodian (as defined in Section 23A of the
Federal Reserve Act and related implementing regulations (Regulation W, |
12
C.F.R. part 223)) (such Securities, "Affiliate Securities") with the exception of Affiliate Securities that (i) constitute
"eligible affiliated mutual fund securities" as defined in Section 223.24(c) of Regulation W (12 C.F.R 223.24(c)) and (ii)
meet the requirements in Section 223.24(c) of Regulation W (12 C.F.R 223.24(c)). The Custodian and the Series intend that, as the
securities intermediary with respect to the Collateral, the Custodian's security interest shall automatically be perfected when it attaches.
Should the Series fail to pay promptly any amounts owed hereunder, the Custodian shall be entitled to use available Assets in the Series'
account and to liquidate Securities in the account as necessary to meet the Series' obligations relating to such Overdraft, interest
and expenses. In any such case, and without limiting the foregoing, the Custodian shall be entitled to take such other action(s) or exercise
such other options, powers and rights as the Custodian now or hereafter has as a secured creditor under the Pennsylvania Uniform Commercial
Code or any other applicable law. |
2. | Miscellaneous. | |
(a) | As hereby amended and supplemented, the Agreement, as well as capitalized terms not defined in this Amendment, shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control with respect to the subject matter of this Amendment. | |
(b) | The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter thereof and supersedes all prior communications with respect thereto. | |
(c) | To the extent required by applicable law, the terms of this Amendment and the fees and expenses associated with this Amendment have been disclosed to and approved by the governing body of the Fund. | |
(d) | This Amendment shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws. | |
(e) | The
parties expressly agree that this Amendment may be executed in one or more counterparts and
expressly agree that such execution may occur by manual signature on a physically delivered
copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by
facsimile transmission, by a manual signature on a copy of this Amendment transmitted as
an imaged document attached to an email, or by "Electronic Signature", which is
hereby defined to mean inserting an image, representation or symbol of a signature into an
electronic copy of this Amendment by electronic, digital or other technological methods.
Each counterpart executed in accordance with the foregoing shall be deemed an original, with
all such counterparts |
together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment. |
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.
The Bank of New York Mellon | |||
By: | /s/ Jennifer Fletcher | ||
Name: | Jennifer Fletcher | ||
Title: | Director | ||
Optimum Fund Trust,
On behalf of the following Series
Optimum Fixed Income Fund
Optimum International Fund
Optimum Large Cap Growth Fund
Optimum Large Cap Value Fund
Optimum Small-Mid Cap Growth Fund
Optimum Small-Mid Cap Value Fund
By: | /s/ Daniel V. Geatens | ||
Name: | Daniel V. Geatens | ||
Title: | Senior Vice President |