CUSTODY AGREEMENT
EXHIBIT
10.1
This AGREEMENT made as of the 8 day of March, 2007 by and between U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized under the laws of the United States of
America (“Custodian”) and Triangle Mezzanine Fund LLLP
(“Customer”) a Limited Liability Limited Partnership organized under
the laws of the State of North Carolina.
In consideration of the premises, undertaking and covenants herein, the parties agree as
follows:
1. Appointment and Acceptance. 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. For purposes of this Agreement, all references contained herein to actions,
directions and responsibilities (other than the obligations set forth in Sections 12 and 14 below)
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 services 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. Customer shall be
responsible for providing to each such agent a copy of this Agreement and all written policies and
procedures of Custodian governing its performance of services hereunder that Customer shall
receive from time to time. In the event that Customer requires Custodian to establish one or more
sub-accounts within the Account under this Agreement (“sub-Accounts”), Customer shall identify such
sub-Accounts on a separate Exhibit A attached hereto, and which may be amended from time to time.
In such event, Customer shall deposit or direct the transfer of Assets to or among the separate
sub-Accounts. Further, for such situations, the term “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.
2. Asset Delivery, Transfer, Custody and Safekeeping.
2.1. Customer will from time to time deliver (or cause to be delivered) Assets to Custodian, which
Custodian shall receive and accept for the Account upon appropriate directions from the Customer.
All transactions involving Assets shall be recorded in the Account.
2.2. Upon receipt of appropriate directions, Custodian will release and return Assets to Customer,
Customer’s Depository (as that term is defined in Section 3.3 below) account or accounts, or
otherwise deliver Assets to such location or third party, as such directions 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 pursuant to appropriate directions.
2.3. Custodian shall furnish Customer, as part of the services for which Custodian charges its
basic fee hereunder, with periodic Account statements (not less frequently than annually)
reflecting all Asset transactions in the Account during the reporting period and ending Asset
holdings.
2.4. Custodian shall forward to Customer, or Customer’s designated agent identified in Section
17.10, below (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, class action lawsuits
and other special matters or shareholder rights. Custodian shall follow Customer’s or Customer’s
designated agent’s, as applicable, written directions with respect thereto consistent with
Custodian’s governing policies and procedures and in the absence of such directions Custodian shall
take no action. Custodian shall forward to Customer or Customer’s designated agent, as
applicable, all proxy material it receives with respect to securities included among the Assets.
The
registered holder of the securities shall execute proxies so forwarded, if registered in the name
of the Custodian or its nominee, but without indicating the manner in which such
proxies are to be voted. Exception: Customer expressly acknowledges that 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. For debt issues,
the actual terms of the offer will serve as the notification parameters. Therefore, no tender
offer will be forwarded by Custodian for a debt issue if: (a) it is not registered with the SEC,
(b) it has a “first received, first buy” basis with no withdrawal privilege and includes a
guarantee of delivery clause, or (c) the 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 be 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 are received) in a First American Funds money market fund, identified in Section 17.11,
below. Customer acknowledges receipt of the current prospectus for the applicable, designated
money market fund to be held in this Account. Customer also understands and acknowledges the
following information about the First American Funds: The First American family of funds (the
“First American Funds”) are offered through the funds’ distributor identified in the current
prospectuses for the funds. U.S. Bank National Association (“U.S. Bank”) or an affiliate of U.S.
Bank serves as the funds’ investment advisor, custodian, distributor, administrator and other
service provider as disclosed in the prospectuses for the funds. Compensation paid to U.S. Bank
and its affiliates by the First American Funds as well as other fees and expenses of the funds are
detailed in the prospectuses. Mutual funds, including the First American Funds, are not guaranteed
by, or deposits of, any bank including U.S. Bank, nor are such funds insured by the FDIC or any
other agency. Investments in mutual funds involve risks, including the possible loss of principal.
This authorization and direction shall continue in effect with respect to the designated fund
should the fund be merged with or into another money market fund.
2.6. Customer hereby authorizes and approves Custodian’s performance of its services and duties
hereunder consistent with the terms and conditions of the Custodian’s duly adopted policies and
procedures, as established and modified from time to time, related to the subject matter hereof.
2.7. If any of the Assets received and held by Custodian hereunder shall be “plan assets” with
respect to any “employee benefit 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 not exercise any discretionary powers or control over such “plan” or “plan assets” so
as to be a fiduciary with respect to the plan. Furthermore, Customer shall notify Custodian in
writing whenever any Assets do constitute such “plan asset,” and thereafter, all subcontracts,
agreements or other arrangements between Custodian and any subsidiary or affiliate thereof for
services or products paid for from any assets of the said plan 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 performance 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 one of the Assets. In
consideration of Custodian’s registration of any securities or other property in the name of
Custodian or its nominee or agent, Customer agrees to pay on demand to Custodian or to Custodian’s
nominee or agent the amount 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 make, 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 any 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 or Custodian’s agent or nominee on the records of such Federal
Reserve Bank or such registered clearing agency or the nominee of either, 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 hold 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 the Custodian’s or other entity’s receipt of “float” from such
uninvested cash.
4. Purchases. Upon availability of sufficient funds and receipt of appropriate directions from
Customer, Custodian shall pay for and receive Assets purchased for the Account, payment for which
is to be made in the amount specified in such instructions and only upon receipt by Custodian of
the Assets in satisfactory form for transfer.
5. Sales. Upon receipt of appropriate directions 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 directions 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 (a) appropriate
directions for purchases and sales are received by Custodian in accordance with Custodian’s then
current published instruction deadline schedule, and (b) Custodian has all other information, funds
and/or Assets necessary to complete the transaction.
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.
7. Corporate Actions. 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.
8. Collections. Custodian shall collect all income, principal and other distributions due and
payable on securities 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 due
are in default, or if payment is refused 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 agent, Custodian
shall so advise Customer. 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 Discretionary Authority; Standard of Care. 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’s duties hereunder do not include any discretionary authority, control or
responsibility with respect to the management or disposition of any Asset; that Custodian has no
authority or responsibility to render
investment advice with respect to any Asset; and that Custodian is not a fiduciary with respect to
Customer. In addition, it is agreed that:
9.1. 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.
9.2. 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.
9.3. Custodian shall have no duty or responsibility to monitor or otherwise investigate the
actions or omissions of Customer.
9.4 . Custodian shall only be responsible for the performance of such duties as are expressly set
forth herein or in directions or other instructions of 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 or
consequential damages.
Custodian shall not be responsible or liable for any failure or delay in performance of its
obligations under this Agreement arising out of or caused, directly or indirectly, by directions or
other instructions, actions or omissions of Customer or by circumstances beyond Custodian’s
reasonable control, including, without limitation, loss or malfunctions of utility, transportation,
computer (hardware and software) or communication service; nor shall any such failure or delay give
Customer the right to terminate this Agreement, except as provided in section 15 of this Agreement.
10. Books, Records and 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 all records
required to be maintained.
10.2. On at least four (4) business days’ notice, Custodian will make 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.
11. Instructions and Directions.
11.1. Custodian shall be deemed to have received appropriate “instructions” or “directions” upon
receipt of written instructions or directions, or in the case of cash movement, written or oral
instructions or directions, (a) signed or given by any person(s) whose name(s) and signature(s) are
listed on the most recent certificate delivered by Customer to Custodian which lists those persons
authorized to give orders, corrections and instructions in the name of and on behalf of the
Customer or (b) signed or given by any other person(s) duly authorized by Customer to give
instructions or directions to Custodian hereunder or whom Custodian reasonably believes to be so
authorized (such as an investment adviser or other agent designated by Customer, for example).
11.2. Appropriate instructions or directions shall include instructions or directions sent to
Custodian or its agent by letter, memorandum, telegram, cable, telex, facsimile, video (CRT)
terminal, internet e-mail or other “on-line” system, or similar means of communication, or in the
case of cash movement, given orally over the telephone or in person. Customer assumes full
responsibility for the security of electronically transmitted communications, whether sent by
Customer or Custodian.
11.3. In the event that Custodian is directed to deliver Assets to any party other than Customer
or Customer’s agent, appropriate directions 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 directions.
12. Compensation; 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 next-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, reserve requirements and accrued interest
at a rate per annum (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.
12.3. In the event of an advance of funds by Custodian, or if any overdraft is created by Account
transactions, Custodian may directly charge the Account and receive such payment therefrom. In the
event that a compensation payment due Custodian is past due by more than thirty (30) days, such
amount may also be charged to the Account and Custodian may receive such payment therefrom. To
secure such payments obligations, Customer does hereby grant to Custodian a security interest in
all Assets held in the Account from time to time.
13. Customer Responsibility. Customer shall be responsible for the review of all reports,
accountings and other statements provided thereto by the Custodian, and shall within ninety (90)
days following receipt thereof notify the Custodian of any mistakes, defects or irregularities
contained or identified therein, after which time all such matters shall be presumed to be
ratified, approved and correct and shall not provide any basis for claim or liability against the
Custodian.
14. Indemnification. Customer hereby agrees to fully and promptly indemnify Custodian and its
affiliates, officers, directors, employees and agents (each an “Indemnified Party”) and hold each
Indemnified Party harmless from and against any cost, losses, claims, liabilities, fines,
penalties, damages and expenses (including reasonable attorneys’ and accountants’ fees
(collectively, a “Claim”) arising out of (i) Customer’s actions or omissions or (ii) Custodian’s
action taken or omitted hereunder in reliance upon Customer’s directions or instructions, or upon
any information, 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; provided, that Customer shall not indemnify an Indemnified Party for any Claim
arising from the Indemnified Party’s judicially determined willful misfeasance, bad faith or gross
negligence in the performance of its duties under this Agreement. Custodian hereby agrees to
indemnify Customer and its Indemnified Parties (i.e., the Customer and its controlling person,
officers, directors, employee and agents) and hold each of them harmless from and against any and
all Claims arising out of (i) Custodian’s breach of this Agreement, willful misfeasance, bad faith
or gross negligence in the performance of its duties under this Agreement, or (ii) 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;
provided, that Custodian shall not indemnify an Indemnified Party for any Claim arising from the
Indemnified Party’s breach of this Agreement, willful misfeasance, bad faith or gross negligence
with respect to its duties and responsibilities under this Agreement. 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 (30) days in advance of the termination date.
15.2. Upon termination of this Agreement, Custodian shall follow such reasonable Customer
instructions concerning the transfer of Assets’ custody and records; provided, that (a) Custodian
shall have no liability for shipping and insurance costs associated therewith; (b) Custodian shall
not be required to make any such delivery or payment until full payment shall have been made by
Customer of all liabilities constituting a charge on or against Custodian and until full payment
shall have been made to Custodian of all its compensation, costs, including special termination
costs, if any, and expenses hereunder; and (c) Custodian shall have
been reimbursed for any advances of monies or securities made hereunder 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. Binding Obligations. 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. Notice. Except as provided in paragraph 11 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 telex 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 executed by
the party giving same and given to the other party, in accordance with the procedure set forth
above.
17.2. No Tax Responsibility. Unless expressly indicated otherwise below in this section and
notwithstanding any other terms or conditions contained herein, Custodian shall not be responsible
for, and Customer does hereby waive all duties or functions of Custodian (imposed by law or
otherwise) relating to, the withholding and government deposit of any and all taxes, or amounts
with respect thereto, that may be incurred or payable in connection with the Account established
hereunder, income or gain realized on Assets held therein or transactions undertaken with respect
thereto. Except as required by law in such manner that cannot be delegated to or assumed by
Customer, Custodian shall have no responsibility to undertake any federal, state, or local tax
reporting in connection with Assets, the Account or transactions therein. (Check only one below.)
| o Custodian shall have no duty to provide tax information. | |||
| þ Custodian shall provide tax information as reasonably requested by Customer, including Form 1099. |
17.3. Complete Agreement; Modification. This Agreement contains a complete statement of all the
arrangements between the parties with respect to its subject matter, supersedes all existing
agreement(s) 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 agreement(s) concerning such Assets shall supersede and control the provisions and duties
set forth herein.
17.4. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota applicable to agreements made and to be performed in Minnesota.
17.5. 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 corporation shall assume without qualification or
limitation all obligations of that party hereunder either by operation of law or by contract.
17.6. 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.
17.7. 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.
17.8. 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).
17.9. Shareholder Communications Act Authorization. The Shareholder Communications Act of 1985,
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?
o Yes / þ No
17.10. 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 a clear, written
designation to that effect to Custodian. Custodian hereunder has no authority or responsibility
with regard to proxy 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: | ||||||
17.11. 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 is checked, the Customer hereby
directs that the First American Prime Obligations Fund shall be designated):
| Taxable Money Market Funds | ||||||||||
| X | First American Prime Obligations Fund – Class | |||||||||
| First American Government Obligations Fund – Class | ||||||||||
| First American Treasury Obligations Fund – Class | ||||||||||
| Federal Tax-Exempt Money Market Fund | ||||||||||
| First American Tax-Free Obligations Fund – Class | ||||||||||
Other |
||||||||||
| Fund – Class | ||||||||||
| (Must indicate correct fund name and class for election to be valid.) | ||||||||||
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representative as of the date and year first above written.
| /s/ Xxxxxx X. Xxxxx | (Customer) | U.S. BANK NATIONAL ASSOCIATION | |||||||||
| (Custodian) | |||||||||||
By:
|
Xxxxxx X. Xxxxx | By: | /s/ Xxxxx X. Xxxxx | ||||||||
Title:
|
CFO | Title: | Vice President / Sr. Relationship Manager | ||||||||
Date:
|
3/7/07 | Date: | 3/12/07 | ||||||||
Address:
|
Address: | ||||||||||
| 0000 Xxxxxxxx Xxxxxx | X.X.Xxxx National Association | ||||||||||
| Suite 104 | Attn: Institutional Trust & Custody | ||||||||||
| Xxxxxxx, XX 00000 | 000 Xxxxx Xxxxx Xxxxxx; 00xx xxxxx | ||||||||||
| Xxxxxxxxx, XX 00000 | |||||||||||
| Attn: Xxxxx X. Xxxxx | |||||||||||
