EXHIBIT J
CUSTODY AGREEMENT
THIS AGREEMENT is made and entered into as of this 12 day of December,
2003, by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland
corporation (the "Company" or "Fund") and U.S. BANK NATIONAL ASSOCIATION, a
national banking association (the "Custodian").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end management investment
company, and is authorized to issue shares of common stock;
WHEREAS, the Company desires to retain U.S. Bank National Association
to act as Custodian for the Company;
WHEREAS, the Company desires that the Fund's Securities (defined below)
and cash be held and administered by the Custodian pursuant to this Agreement;
and
WHEREAS, the Custodian is a bank having the qualifications prescribed
in Section 26(a)(1) of the 1940 Act;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1.1 "Authorized Person" means any Officer or other person duly
authorized by resolution of the Board of Directors to give
Oral Instructions and Written Instructions on behalf of the
Fund and named in Exhibit A hereto or in such resolutions of
the Board of Directors, certified by an Officer, as may be
received by the Custodian from time to time.
1.2 "Board of Directors" shall mean the Directors from time to
time serving under the Company's Articles of Incorporation, as
from time to time amended.
1.3 "Book-Entry System" shall mean a federal book-entry system as
provided in Subpart O of Treasury Circular Xx. 000, 00 XXX
306, in Subpart B of 31 CFR Part 350, or in such book-entry
regulations of federal agencies as are substantially in the
form of such Subpart O.
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1.4 "Business Day" shall mean any day recognized as a settlement
day by The New York Stock Exchange, Inc., and any other day
for which the Company computes the net asset value of Shares
of the Fund.
1.5 "Fund Custody Account" shall mean any of the accounts in the
name of the Company, which is provided for in Section 3.2
below.
1.6 "NASD" shall mean The National Association of Securities
Dealers, Inc.
1.7 "Officer" shall mean the Chairman, President, any Vice
President, any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, or any Assistant Treasurer
of the Company.
1.8 "Oral Instructions" shall mean instructions orally transmitted
to and accepted by the Custodian because such instructions
are: (i) reasonably believed by the Custodian to have been
given by any two Authorized Persons, (ii) recorded and kept
among the records of the Custodian made in the ordinary course
of business and (iii) orally confirmed by the Custodian. The
Company shall cause all Oral Instructions to be confirmed by
Written Instructions prior to the end of the next Business
Day. If such Written Instructions confirming Oral Instructions
are not received by the Custodian prior to a transaction, it
shall in no way affect the validity of the transaction or the
authorization thereof by the Company. If Oral Instructions
vary from the Written Instructions that purport to confirm
them, the Custodian shall notify the Company of such variance
but such Oral Instructions will govern unless the Custodian
has not yet acted.
1.9 "Proper Instructions" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written
Instructions when deemed appropriate by both parties.
1.10 "Securities Depository" shall mean The Depository Trust
Company and any other clearing agency registered with the
Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, as amended (the "1934 Act"),
which acts as a system for the central handling of Securities
where all Securities of any particular class or series of an
issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without
physical delivery of the Securities.
1.11 "Securities" shall include, without limitation, common and
preferred stocks, bonds, call options, put options,
debentures, notes, bank certificates of deposit, bankers'
acceptances, mortgage-backed securities or other obligations,
and any certificates, receipts, warrants or other instruments
or documents representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any
other rights or interests therein, or any similar property or
assets that the Custodian has the facilities to clear and to
service.
1.12 "Shares" shall mean, with respect to the Fund, the units of
common stock issued by the Company on account of the Fund.
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1.13 "Sub-Custodian" shall mean and include (i) any branch of a
"U.S. Bank," as that term is defined in Rule 17f-5 under the
1940 Act, (ii) any "Eligible Foreign Custodian," as that term
is defined in Rule 17f-5 under the 1940 Act, having a contract
with the Custodian which the Custodian has determined will
provide reasonable care of assets of the Fund based on the
standards specified in Section 3.3 below. Such contract shall
include provisions that provide: (i) for indemnification or
insurance arrangements (or any combination of the foregoing)
such that the Fund will be adequately protected against the
risk of loss of assets held in accordance with such contract;
(ii) that the Fund's assets will not be subject to any right,
charge, security interest, lien or claim of any kind in favor
of the Sub-Custodian or its creditors except a claim of
payment for their safe custody or administration, in the case
of cash deposits, liens or rights in favor of creditors of the
Sub-Custodian arising under bankruptcy, insolvency, or similar
laws; (iii) that beneficial ownership for the Fund's assets
will be freely transferable without the payment of money or
value other than for safe custody or administration; (iv) that
adequate records will be maintained identifying the assets as
belonging to the Fund or as being held by a third party for
the benefit of the Fund; (v) that the Fund's independent
public accountants will be given access to those records or
confirmation of the contents of those records; and (vi) that
the Fund will receive periodic reports with respect to the
safekeeping of the Fund's assets, including, but not limited
to, notification of any transfer to or from the Fund's account
or a third party account containing assets held for the
benefit of the Fund. Such contract may contain, in lieu of any
or all of the provisions specified above, such other
provisions that the Custodian determines will provide, in
their entirety, the same or a greater level of care and
protection for Fund assets as the specified provisions, in
their entirety.
1.14 "Written Instructions" shall mean (i) written communications
actually received by the Custodian and signed by any two
Authorized Persons, or (ii) communications by telex or any
other such system from one or more persons reasonably believed
by the Custodian to be Authorized Persons, or (iii)
communications between electro-mechanical or electronic
devices provided that the use of such devices and the
procedures for the use thereof shall have been approved by
resolutions of the Board of Directors, a copy of which,
certified by an Officer, shall have been delivered to the
Custodian.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 Appointment. The Company hereby appoints the Custodian as
custodian of all Securities and cash owned by or in the
possession of the Fund at any time during the period of this
Agreement, on the terms and conditions set forth in this
Agreement, and the Custodian hereby accepts such appointment
and agrees to perform the services and duties set forth in
this Agreement.
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2.2 Documents to be Furnished. The following documents, including
any amendments thereto, will be provided contemporaneously
with the execution of the Agreement to the Custodian by the
Company:
(a) A copy of the Articles of Incorporation certified by
the Secretary;
(b) A copy of the Bylaws of the Company certified by the
Secretary;
(c) A copy of the resolution of the Board of Directors of
the Company appointing the Custodian, certified by
the Secretary;
(d) A copy of the then current Prospectus of the Fund;
and
(e) A certification of the Chairman and Secretary of the
Company setting forth the names and signatures of the
current Officers of the Company and other Authorized
Persons.
2.3 Notice of Appointment of Dividend and Transfer Agent. The
Company agrees to notify the Custodian in writing of the
appointment, termination or change in appointment of any
Dividend and Transfer Agent of the Fund.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 Segregation. All Securities and non-cash property held by the
Custodian for the account of the Fund (other than Securities
maintained in a Securities Depository or Book-Entry System)
shall be physically segregated from other Securities and
non-cash property in the possession of the Custodian and shall
be identified as subject to this Agreement.
3.2 Fund Custody Accounts. As to the Fund, the Custodian shall
open and maintain in its trust department a custody account in
the name of the Company, subject only to draft or order of the
Custodian, in which the Custodian shall enter and carry all
Securities, cash and other assets of the Fund which are
delivered to it.
3.3 Appointment of Agents.
(a) In its discretion, the Custodian may appoint one or
more Sub-Custodians to act as Securities Depositories
or as sub-custodians to hold Securities and cash of
the Fund and to carry out such other provisions of
this Agreement as it may determine, provided,
however, that the appointment of any such agents and
maintenance of any Securities and cash of the Fund
shall be at the Custodian's expense and shall not
relieve the Custodian of any of its obligations or
liabilities under this Agreement.
(b) If, after the initial approval of Sub-Custodians by
the Board of Directors in connection with this
Agreement, the Custodian wishes to appoint other
Sub-Custodians to hold property of the Fund, it will
so notify the Company and provide it with information
reasonably necessary to determine any such new
Sub-Custodian's eligibility under Rule 17f-5 under
the 1940 Act, including a copy of the proposed
agreement with such Sub-Custodian. The Company
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shall at the meeting of the Board of Directors next
following receipt of such notice and information give
a written approval or disapproval of the proposed
action.
(c) The Agreement between the Custodian and each
Sub-Custodian acting hereunder shall contain the
required provisions set forth in Rule 17f-5(c)(2).
(d) At the end of each calendar quarter, the Custodian
shall provide written reports notifying the Board of
Directors of the placement of the Securities and cash
of the Fund with a particular Sub-Custodian and of
any material changes in the Fund's arrangements. The
Custodian shall promptly take such steps as may be
required to withdraw assets of the Fund from any
Sub-Custodian that has ceased to meet the
requirements of Rule 17f-5 under the 1940 Act.
(e) With respect to its responsibilities under this
Section 3.3, the Custodian hereby warrants to the
Company that it agrees to exercise reasonable care,
prudence and diligence such as a person having
responsibility for the safekeeping of property of the
Fund would be expected to exercise. The Custodian
further warrants that the Fund's assets will be
subject to reasonable care, based on the standards
applicable to custodians in the relevant market, if
maintained with each Sub-Custodian, after considering
all factors relevant to the safekeeping of such
assets, including, without limitation: (i) the
Sub-Custodian's practices, procedures, and internal
controls, for certificated securities (if
applicable), the method of keeping custodial records,
and the security and data protection practices; (ii)
whether the Sub-Custodian has the requisite financial
strength to provide reasonable care for Fund assets;
(iii) the Sub-Custodian's general reputation and
standing and, in the case of a Securities Depository,
the Securities Depository's operating history and
number of participants; and (iv) whether the Fund
will have jurisdiction over and be able to enforce
judgments against the Sub-Custodian, such as by
virtue of the existence of any offices of the
Sub-Custodian in the United States or the
Sub-Custodian's consent to service of process in the
United States.
(f) The Custodian shall establish a system to monitor the
appropriateness of maintaining the Fund's assets with
a particular Sub-Custodian and the contract governing
the Fund's arrangements with such Sub-Custodian.
3.4 Delivery of Assets to Custodian. The Company shall deliver, or
cause to be delivered, to the Custodian all of the Fund's
Securities, cash and other assets, including (a) all payments
of income, payments of principal and capital distributions
received by the Fund with respect to such Securities, cash or
other assets owned by the Fund at any time during the period
of this Agreement, and (b) all cash received by the Fund for
the issuance, at any time during such period, of Shares. The
Custodian shall not be responsible for such Securities, cash
or other assets until actually received by it.
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3.5 Securities Depositories and Book-Entry Systems. The Custodian
may deposit and/or maintain Securities of the Fund in a
Securities Depository or in a Book-Entry System, subject to
the following provisions:
(a) The Custodian, on an on-going basis, shall deposit in
a Securities Depository or Book-Entry System all
Securities eligible for deposit therein and shall
make use of such Securities Depository or Book-Entry
System to the extent possible and practical in
connection with its performance hereunder, including,
without limitation, in connection with settlements of
purchases and sales of Securities, loans of
Securities, and deliveries and returns of collateral
consisting of Securities.
(b) Securities of the Fund kept in a Book-Entry System or
Securities Depository shall be kept in an account
("Depository Account") of the Custodian in such
Book-Entry System or Securities Depository which
includes only assets held by the Custodian as a
fiduciary, custodian or otherwise for customers.
(c) The records of the Custodian with respect to
Securities of the Fund maintained in a Book-Entry
System or Securities Depository shall, by book-entry,
identify such Securities as belonging to the Fund.
(d) If Securities purchased by the Fund are to be held in
a Book-Entry System or Securities Depository, the
Custodian shall pay for such Securities upon (i)
receipt of advice from the Book-Entry System or
Securities Depository that such Securities have been
transferred to the Depository Account, and (ii) the
making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of
the Fund. If Securities sold by the Fund are held in
a Book-Entry System or Securities Depository, the
Custodian shall transfer such Securities upon (i)
receipt of advice from the Book-Entry System or
Securities Depository that payment for such
Securities has been transferred to the Depository
Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and
payment for the account of the Fund.
(e) The Custodian shall provide the Company with copies
of any report (obtained by the Custodian from a
Book-Entry System or Securities Depository in which
Securities of the Fund are kept) on the internal
accounting controls and procedures for safeguarding
Securities deposited in such Book-Entry System or
Securities Depository.
(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the
Company for any loss or damage to the Fund resulting
(i) from the use of a Book-Entry System or Securities
Depository by reason of any negligence or willful
misconduct on the part of Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above
or any of its or their employees, or (ii) from
failure of Custodian or any such Sub-Custodian to
enforce effectively such rights as it may have
against a Book-Entry System or Securities Depository.
At its election, the Company shall be subrogated
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to the rights of the Custodian with respect to any
claim against a Book-Entry System or Securities
Depository or any other person from any loss or
damage to the Fund arising from the use of such
Book-Entry System or Securities Depository, if and to
the extent that the Fund has not been made whole for
any such loss or damage.
(g) With respect to its responsibilities under this
Section 3.5 and pursuant to Rule 17f-4 under the 1940
Act, the Custodian hereby warrants to the Company
that it agrees to (i) exercise due care in accordance
with reasonable commercial standards in discharging
its duty as a securities intermediary to obtain and
thereafter maintain such assets; (ii) provide,
promptly upon request by the Company, such reports as
are available concerning the Custodian's internal
accounting controls and financial strength; and (iii)
require any Sub-Custodian to exercise due care in
accordance with reasonable commercial standards in
discharging its duty as a securities intermediary to
obtain and thereafter maintain assets corresponding
to the security entitlements of its entitlement
holders.
3.6 Disbursement of Moneys from Fund Custody Account. Upon receipt
of Proper Instructions, the Custodian shall disburse moneys
from the Fund Custody Account but only in the following cases:
(a) For the purchase of Securities for the Fund but only
in accordance with Section 4.1 of this Agreement and
only (i) in the case of Securities (other than
options on Securities, futures contracts and options
on futures contracts), against the delivery to the
Custodian (or any Sub-Custodian appointed pursuant to
Section 3.3 above) of such Securities registered as
provided in Section 3.9 below or in proper form for
transfer, or if the purchase of such Securities is
effected through a Book-Entry System or Securities
Depository, in accordance with the conditions set
forth in Section 3.5 above; (ii) in the case of
options on Securities, against delivery to the
Custodian (or such Sub-Custodian) of such receipts as
are required by the customs prevailing among dealers
in such options; (iii) in the case of futures
contracts and options on futures contracts, against
delivery to the Custodian (or such Sub-Custodian) of
evidence of title thereto in favor of the Fund or any
nominee referred to in Section 3.9 below; and (iv) in
the case of repurchase or reverse repurchase
agreements entered into between the Company and a
bank which is a member of the Federal Reserve System
or between the Company and a primary dealer in U.S.
Government securities, against delivery of the
purchased Securities either in certificate form or
through an entry crediting the Custodian's account at
a Book-Entry System or Securities Depository with
such Securities;
(b) In connection with the conversion, exchange or
surrender, as set forth in Section 3.7(f) below, of
Securities owned by the Fund;
(c) For the payment of any dividends, return on capital
or capital gain distributions declared by the Fund;
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(d) In payment of the redemption or repurchase price of
Shares as provided in Section 5.1 below;
(e) For the payment of any expense or liability incurred
by the Fund, including but not limited to the
following payments for the account of the Fund:
interest; taxes; administration, investment advisory,
accounting, auditing, transfer agent, custodian,
director and legal fees; and other operating expenses
of the Fund; in all cases, whether or not such
expenses are to be in whole or in part capitalized or
treated as deferred expenses;
(f) For transfer in accordance with the provisions of any
agreement among the Company, the Custodian and a
broker-dealer registered under the 1934 Act and a
member of the NASD, relating to compliance with rules
of The Options Clearing Corporation and of any
registered national securities exchange (or of any
similar organization or organizations) regarding
escrow or other arrangements in connection with
transactions by the Fund;
(g) For transfer in accordance with the provision of any
agreement among the Company, the Custodian, and a
futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with
the rules of the Commodity Futures Trading Commission
and/or any contract market (or any similar
organization or organizations) regarding account
deposits in connection with transactions by the Fund;
(h) For the funding of any uncertificated time deposit or
other interest-bearing account with any banking
institution (including the Custodian), which deposit
or account has a term of one year or less; and
(i) For any other proper purpose, but only upon receipt,
in addition to Proper Instructions, of a copy of a
resolution of the Board of Directors, certified by an
Officer, specifying the amount and purpose of such
payment, declaring such purpose to be a proper
corporate purpose, and naming the person or persons
to whom such payment is to be made.
3.7 Delivery of Securities from Fund Custody Account. Upon receipt
of Proper Instructions, the Custodian shall release and
deliver Securities from the Fund Custody Account but only in
the following cases:
(a) Upon the sale of Securities for the account of the
Fund but only against receipt of payment therefor in
cash, by certified or cashiers check or bank credit;
(b) In the case of a sale effected through a Book-Entry
System or Securities Depository, in accordance with
the provisions of Section 3.5 above;
(c) To an offeror's depository agent in connection with
tender or other similar offers for Securities of the
Fund; provided that, in any such case, the cash or
other consideration is to be delivered to the
Custodian;
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(d) To the issuer thereof or its agent (i) for transfer
into the name of the Fund, the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3
above, or of any nominee or nominees of any of the
foregoing, or (ii) for exchange for a different
number of certificates or other evidence representing
the same aggregate face amount or number of units;
provided that, in any such case, the new Securities
are to be delivered to the Custodian;
(e) To the broker selling Securities, for examination in
accordance with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan or
merger, consolidation, recapitalization,
reorganization or readjustment of the issuer of such
Securities, or pursuant to provisions for conversion
contained in such Securities, or pursuant to any
deposit agreement, including surrender or receipt of
underlying Securities in connection with the issuance
or cancellation of depository receipts; provided
that, in any such case, the new Securities and cash,
if any, are to be delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any
repurchase or reverse repurchase agreement entered
into by the Fund;
(h) In the case of warrants, rights or similar
Securities, upon the exercise thereof, provided that,
in any such case, the new Securities and cash, if
any, are to be delivered to the Custodian;
(i) For delivery in connection with any loans of
Securities of the Fund, but only against receipt of
such collateral as the Company shall have specified
to the Custodian in Proper Instructions;
(j) For delivery as security in connection with any
borrowings by the Fund requiring a pledge of assets
by the Company, but only against receipt by the
Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of the Company;
(l) For delivery in accordance with the provisions of any
agreement among the Company, the Custodian and a
broker-dealer registered under the 1934 Act and a
member of the NASD, relating to compliance with the
rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any
similar organization or organizations) regarding
escrow or other arrangements in connection with
transactions by the Fund;
(m) For delivery in accordance with the provisions of any
agreement among the Company, the Custodian, and a
futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with
the rules of the Commodity Futures Trading Commission
and/or any contract market
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(or any similar organization or organizations)
regarding account deposits in connection with
transactions by the Fund; or
(n) For any other proper corporate purpose, but only upon
receipt, in addition to Proper Instructions, of a
copy of a resolution of the Board of Directors,
certified by an Officer, specifying the Securities to
be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose
to be a proper corporate purpose, and naming the
person or persons to whom delivery of such Securities
shall be made.
3.8 Actions Not Requiring Proper Instructions. Unless otherwise
instructed by the Company, the Custodian shall with respect to
all Securities held for the Fund:
(a) Subject to Section 7.4 below, collect on a timely
basis all income and other payments to which the Fund
is entitled either by law or pursuant to custom in
the securities business;
(b) Present for payment and, subject to Section 7.4
below, collect on a timely basis the amount payable
upon all Securities which may mature or be called,
redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of the Fund,
checks, drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary
form for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the federal income
tax laws or the laws or regulations of any other
taxing authority now or hereafter in effect, and
prepare and submit reports to the Internal Revenue
Service ("IRS") and to the Company at such time, in
such manner and containing such information as is
prescribed by the IRS;
(f) Hold for the Fund, either directly or, with respect
to Securities held therein, through a Book-Entry
System or Securities Depository, all rights and
similar securities issued with respect to Securities
of the Fund; and
(g) In general, and except as otherwise directed in
Proper Instructions, attend to all non-discretionary
details in connection with the sale, exchange,
substitution, purchase, transfer and other dealings
with Securities and assets of the Fund.
3.9 Registration and Transfer of Securities. All Securities held
for the Fund that are issued or issuable only in bearer form
shall be held by the Custodian in that form, provided that any
such Securities shall be held in a Book-Entry System if
eligible therefor. All other Securities held for the Fund may
be registered in the name of the Fund, the Custodian, or any
Sub-Custodian appointed pursuant to Section 3.3
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above, or in the name of any nominee of any of them, or in the
name of a Book-Entry System, Securities Depository or any
nominee of either thereof. The Company shall furnish to the
Custodian appropriate instruments to enable the Custodian to
hold or deliver in proper form for transfer, or to register in
the name of any of the nominees hereinabove referred to or in
the name of a Book-Entry System or Securities Depository, any
Securities registered in the name of the Fund.
3.10 Records.
(a) The Custodian shall maintain, for the Fund, complete
and accurate records with respect to Securities, cash
or other property held for the Fund, including (i)
journals or other records of original entry
containing an itemized daily record in detail of all
receipts and deliveries of Securities and all
receipts and disbursements of cash; (ii) ledgers (or
other records) reflecting (A) Securities in transfer,
(B) Securities in physical possession, (C) monies and
Securities borrowed and monies and Securities loaned
(together with a record of the collateral therefor
and substitutions of such collateral), (D) dividends
and interest received, and (E) dividends receivable
and interest receivable; and (iii) canceled checks
and bank records related thereto. The Custodian shall
keep such other books and records of the Fund as the
Company shall reasonably request, or as may be
required by the 1940 Act, including, but not limited
to, Section 31 of the 1940 Act and Rule 31a-2
promulgated thereunder.
(b) All such books and records maintained by the
Custodian shall (i) be maintained in a form
acceptable to the Company and in compliance with
rules and regulations of the Securities and Exchange
Commission, (ii) be the property of the Company and
at all times during the regular business hours of the
Custodian be made available upon request for
inspection by duly authorized officers, employees or
agents of the Company and employees or agents of the
Securities and Exchange Commission, and (iii) if
required to be maintained by Rule 31a-1 under the
1940 Act, be preserved for the periods prescribed in
Rule 31a-2 under the 0000 Xxx.
3.11 Fund Reports by Custodian. The Custodian shall furnish the
Company with a daily activity statement and a summary of all
transfers to or from the Fund Custody Account on the day
following such transfers. At least monthly and from time to
time, the Custodian shall furnish the Company with a detailed
statement of the Securities and moneys held by the Custodian
and the Sub-Custodians for the Fund under this Agreement.
3.12 Other Reports by Custodian. The Custodian shall provide the
Company with such reports, as the Company may reasonably
request from time to time, on the internal accounting controls
and procedures for safeguarding Securities, which are employed
by the Custodian or any Sub-Custodian appointed pursuant to
Section 3.3 above.
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3.13 Proxies and Other Materials. The Custodian shall cause all
proxies relating to Securities which are not registered in the
name of the Fund, to be promptly executed by the registered
holder of such Securities, without indication of the manner in
which such proxies are to be voted, and shall promptly deliver
to the Company such proxies, all proxy soliciting materials
and all notices relating to such Securities.
3.14 Information on Corporate Actions. The Custodian shall promptly
deliver to the Company all information received by the
Custodian and pertaining to Securities being held by the Fund
with respect to optional tender or exchange offers, calls for
redemption or purchase, or expiration of rights as described
in the Standards of Service Guide attached as Exhibit B. If
the Company desires to take action with respect to any tender
offer, exchange offer or other similar transaction, the
Company shall notify the Custodian at least five Business Days
prior to the date on which the Custodian is to take such
action. The Company will provide or cause to be provided to
the Custodian all relevant information for any Security which
has unique put/option provisions at least five Business Days
prior to the beginning date of the tender period.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.1 Purchase of Securities. Promptly upon each purchase of
Securities for the Fund, Written Instructions shall be
delivered to the Custodian, specifying (a) the name of the
issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal
amount (and accrued interest, if any) or other units
purchased, (c) the date of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon
such purchase, and (f) the name of the person to whom such
amount is payable. The Custodian shall upon receipt of such
Securities purchased by the Fund pay out of the moneys held
for the account of the Fund the total amount specified in such
Written Instructions to the person named therein. The
Custodian shall not be under any obligation to pay out moneys
to cover the cost of a purchase of Securities for the Fund, if
in the Fund Custody Account there is insufficient cash
available to the Fund for which such purchase was made.
4.2 Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for the
purchase of Securities for the Fund is made by the Custodian
in advance of receipt of the Securities purchased but in the
absence of specified Written Instructions to so pay in
advance, the Custodian shall be liable to the Fund for such
Securities to the same extent as if the Securities had been
received by the Custodian.
4.3 Sale of Securities. Promptly upon each sale of Securities by
the Fund, Written Instructions shall be delivered to the
Custodian, specifying (a) the name of the issuer or writer of
such Securities, and the title or other description thereof,
(b) the number of shares, principal amount (and accrued
interest, if any), or other units
12
sold, (c) the date of sale and settlement, (d) the sale price
per unit, (e) the total amount payable upon such sale, and (f)
the person to whom such Securities are to be delivered. Upon
receipt of the total amount payable to the Fund as specified
in such Written Instructions, the Custodian shall deliver such
Securities to the person specified in such Written
Instructions. Subject to the foregoing, the Custodian may
accept payment in such form as shall be satisfactory to it,
and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in
Securities.
4.4 Delivery of Securities Sold. Notwithstanding Section 4.3 above
or any other provision of this Agreement, the Custodian, when
instructed to deliver Securities against payment, shall be
entitled, if in accordance with generally accepted market
practice, to deliver such Securities prior to actual receipt
of final payment therefor. In any such case, the Fund shall
bear the risk that final payment for such Securities may not
be made or that such Securities may be returned or otherwise
held or disposed of by or through the person to whom they were
delivered, and the Custodian shall have no liability for any
for the foregoing.
4.5 Payment for Securities Sold, etc. In its sole discretion and
from time to time, the Custodian may credit the Fund Custody
Account, prior to actual receipt of final payment thereof,
with (i) proceeds from the sale of Securities which it has
been instructed to deliver against payment, (ii) proceeds from
the redemption of Securities or other assets of the Fund, and
(iii) income from cash, Securities or other assets of the
Fund. Any such credit shall be conditional upon actual receipt
by Custodian of final payment and may be reversed if final
payment is not actually received in full. The Custodian may,
in its sole discretion and from time to time, permit the Fund
to use funds so credited to the Fund Custody Account in
anticipation of actual receipt of final payment. Any such
funds shall be repayable immediately upon demand made by the
Custodian at any time prior to the actual receipt of all final
payments in anticipation of which funds were credited to the
Fund Custody Account.
4.6 Advances by Custodian for Settlement. The Custodian may, in
its sole discretion and from time to time, advance funds to
the Company to facilitate the settlement of the Fund's
transactions in the Fund Custody Account. Any such advance
shall be repayable immediately upon demand made by Custodian.
ARTICLE V
REDEMPTION OF FUND SHARES
5.1 Transfer of Funds. From such funds as may be
available for the purpose in the relevant Fund
Custody Account, and upon receipt of Proper
Instructions specifying that the funds are required
to redeem or repurchase Shares of the Fund, the
Custodian shall wire each amount specified in such
Proper Instructions to or through such bank or
broker-dealer as the Company may designate with
respect to such amount in such Proper Instructions.
13
5.2 No Duty Regarding Paying Banks. Once the Custodian has wired
amounts to a bank or broker-dealer pursuant to Section 5.1
above, the Custodian shall not be under any obligation to
effect any further payment or distribution by such bank or
broker-dealer.
ARTICLE VI
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of the Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement
among the Company, the Custodian and a broker-dealer
registered under the 1934 Act and a member of the
NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission
or any registered contract market), or of any similar
organization or organizations, regarding escrow or
other arrangements in connection with transactions by
the Fund,
(b) for purposes of segregating cash or Securities in
connection with securities options purchased or
written by the Fund or in connection with financial
futures contracts (or options thereon) purchased or
sold by the Fund,
(c) which constitute collateral for loans of Securities
made by the Fund,
(d) for purposes of compliance by the Fund with
requirements under the 1940 Act for the maintenance
of segregated accounts by registered investment
companies in connection with reverse repurchase
agreements and when-issued, delayed delivery and firm
commitment transactions, and
(e) for other proper corporate purposes, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of
Directors, certified by an Officer, setting forth the
purpose or purposes of such segregated account and
declaring such purposes to be proper corporate
purposes.
Each segregated account established under this Article VI shall be
established and maintained for the Fund only..
14
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 Standard of Care. The Custodian shall be held to the exercise
of reasonable care in carrying out its obligations under this
Agreement, and shall be without liability to the Company for
any loss, damage, cost, expense (including attorneys' fees and
disbursements), liability or claim unless such loss, damage,
cost, expense, liability or claim arises from negligence, bad
faith or willful misconduct on its part or on the part of any
Sub-Custodian appointed pursuant to Section 3.3 above. The
Custodian shall be entitled to rely on and may act upon advice
of counsel on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such
advice. The Custodian shall promptly notify the Company of any
action taken or omitted by the Custodian pursuant to advice of
counsel. The Custodian shall not be under any obligation at
any time to ascertain whether the Company is in compliance
with the 1940 Act, the regulations thereunder, the provisions
of the Company's charter documents or by-laws, or its
investment objectives and policies as then in effect.
7.2 Actual Collection Required. The Custodian shall not be liable
for, or considered to be the custodian of, any cash belonging
to the Fund or any money represented by a check, draft or
other instrument for the payment of money, until the Custodian
or its agents actually receive such cash or collect on such
instrument.
7.3 No Responsibility for Title, etc. So long as and to the extent
that it is in the exercise of reasonable care, the Custodian
shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto
received or delivered by it pursuant to this Agreement.
7.4 Limitation on Duty to Collect. Custodian shall not be required
to enforce collection, by legal means or otherwise, of any
money or property due and payable with respect to Securities
held for the Fund if such Securities are in default or payment
is not made after due demand or presentation.
7.5 Reliance Upon Documents and Instructions. The Custodian shall
be entitled to rely upon any certificate, notice or other
instrument in writing received by it and reasonably believed
by it to be genuine. The Custodian shall be entitled to rely
upon any Oral Instructions and any Written Instructions
actually received by it pursuant to this Agreement.
7.6 Express Duties Only. The Custodian shall have no duties or
obligations whatsoever except such duties and obligations as
are specifically set forth in this Agreement, and no covenant
or obligation shall be implied in this Agreement against the
Custodian.
7.7 Co-operation. The Custodian shall cooperate with and supply
necessary information to the entity or entities appointed by
the Company to keep the books
15
of account of the Fund and/or compute the value of the assets
of the Fund. The Custodian shall take all such reasonable
actions as the Company may from time to time request to enable
the Company to obtain, from year to year, favorable opinions
from the Company's independent accountants with respect to the
Custodian's activities hereunder in connection with (a) the
preparation of the Company's reports on Form N-2, Form N-CSR
and Form N-SAR and any other reports required by the
Securities and Exchange Commission, and (b) the fulfillment by
the Company of any other requirements of the Securities and
Exchange Commission.
ARTICLE VIII
INDEMNIFICATION
8.1 Indemnification by Company. The Company shall indemnify and
hold harmless the Custodian and any Sub-Custodian appointed
pursuant to Section 3.3 above, and any nominee of the
Custodian or of such Sub-Custodian, from and against any loss,
damage, cost, expense (including attorneys' fees and
disbursements), liability (including, without limitation,
liability arising under the Securities Act of 1933, the 1934
Act, the 1940 Act, and any state or foreign securities and/or
banking laws) or claim arising directly or indirectly (a) from
the fact that Securities are registered in the name of any
such nominee, or (b) from any action or inaction by the
Custodian or such Sub-Custodian (i) at the request or
direction of or in reliance on the advice of the Company, or
(ii) upon Proper Instructions, or (c) generally, from the
performance of its obligations under this Agreement or any
sub-custody agreement with a Sub-Custodian appointed pursuant
to Section 3.3 above, provided that neither the Custodian nor
any such Sub-Custodian shall be indemnified and held harmless
from and against any such loss, damage, cost, expense,
liability or claim arising from the Custodian's or such
Sub-Custodian's negligence, bad faith or willful misconduct.
8.2 Indemnification by Custodian. The Custodian shall indemnify
and hold harmless the Company from and against any loss,
damage, cost, expense (including attorneys' fees and
disbursements), liability (including without limitation,
liability arising under the Securities Act of 1933, the 1934
Act, the 1940 Act, and any state or foreign securities and/or
banking laws) or claim arising from the negligence, bad faith
or willful misconduct of the Custodian or any Sub-Custodian
appointed pursuant to Section 3.3 above, or any nominee of the
Custodian or of such Sub-Custodian.
8.3 Indemnity to be Provided. If the Company requests the
Custodian to take any action with respect to Securities, which
may, in the opinion of the Custodian, result in the Custodian
or its nominee becoming liable for the payment of money or
incurring liability of some other form, the Custodian shall
not be required to take such action until the Company shall
have provided indemnity therefor to the Custodian in an amount
and form satisfactory to the Custodian.
16
8.4 Security. If the Custodian advances cash or Securities to the
Fund for any purpose, either at the Company's request or as
otherwise contemplated in this Agreement, or in the event that
the Custodian has not received payment due for its services
under this Agreement, then, in any such event, any property at
any time held for the account of the Fund shall be security
therefor, and should the Fund fail promptly to repay or
indemnify the Custodian, the Custodian shall be entitled to
utilize available cash of such Fund and to dispose of other
assets of such Fund to the extent necessary to obtain
reimbursement or indemnification.
ARTICLE IX
FORCE MAJEURE
Neither the Custodian nor the Company shall be liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay (i) shall not discriminate against the Fund in favor of any other
customer of the Custodian in making computer time and personnel available to
input or process the transactions contemplated by this Agreement and (ii) shall
use its best efforts to ameliorate the effects of any such failure or delay.
ARTICLE X
EFFECTIVE PERIOD; TERMINATION
10.1 Effective Period. This Agreement shall become effective as of
its execution and shall continue in full force and effect
until terminated as hereinafter provided.
10.2 Termination. Either party hereto may terminate this Agreement
by giving to the other party a notice in writing specifying
the date of such termination, which shall be not less than
sixty (60) days after the date of the giving of such notice.
If a successor custodian shall have been appointed by the
Board of Directors, the Custodian shall, upon receipt of a
notice of acceptance by the successor custodian, on such
specified date of termination (a) deliver directly to the
successor custodian all Securities (other than Securities held
in a Book-Entry System or Securities Depository) and cash then
owned by the Fund and held by the Custodian as custodian, and
(b) transfer any Securities held in a Book-Entry System or
Securities Depository to an account of or for the benefit of
the Fund at the successor custodian, provided that the Company
shall have paid to the Custodian all fees, expenses and other
amounts to the payment or reimbursement of which it shall then
be entitled. Upon such delivery and transfer, the Custodian
shall be relieved of all obligations under this Agreement. The
Company may at any time immediately terminate this Agreement
in the event of the appointment of
17
a conservator or receiver for the Custodian by regulatory
authorities or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of
competent jurisdiction.
10.3 Failure to Appoint Successor Custodian. If a successor
custodian is not designated by the Company on or before the
date of termination specified pursuant to Section 10.1 above,
then the Custodian shall have the right to deliver to a bank
or trust company of its own selection, which (a) is a "bank"
as defined in the 1940 Act and (b) has aggregate capital,
surplus and undivided profits as shown on its then most recent
published report of not less than $25 million, all Securities,
cash and other property held by Custodian under this Agreement
and to transfer to an account of or for the Fund at such bank
or trust company all Securities of the Fund held in a
Book-Entry System or Securities Depository. Upon such delivery
and transfer, such bank or trust company shall be the
successor custodian under this Agreement and the Custodian
shall be relieved of all obligations under this Agreement.
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation as agreed upon from
time to time by the Company and the Custodian. The fees and other charges in
effect on the date hereof and applicable to the Fund are set forth in Exhibit C
attached hereto.
ARTICLE XII
LIMITATION OF LIABILITY
It is expressly agreed that the obligations of the Company hereunder
shall not be binding upon any of the Directors, shareholders, nominees,
officers, agents or employees of the Company personally, but shall bind only the
property of the Company as provided in the Company's Articles of Incorporation,
as from time to time amended. The execution and delivery of this Agreement have
been authorized by the Directors, and this Agreement has been signed and
delivered by an authorized officer of the Company, acting as such, and neither
such authorization by the Directors nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the property
of the Company as provided in the above-mentioned Articles of Incorporation.
ARTICLE XIII
NOTICES
Any notice required or permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service, or three (3) days after sent by
registered or certified mail, postage prepaid, return receipt requested, or on
the date sent and confirmed received by facsimile transmission to the other
party's address set forth below:
18
Notice to the Company shall be sent to:
Tortoise Capital Advisors
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000
and notice to the Custodian shall be sent to:
U.S. Bank National Association
000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX
Xxxxxxxxxx, Xxxx 00000
Attention: Mutual Fund Custody Services
Facsimile: (000) 000-0000
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII.
ARTICLE XIV
MISCELLANEOUS
14.1 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.
14.2 References to Custodian. The Company shall not circulate any
printed matter which contains any reference to Custodian
without the prior written approval of Custodian, excepting
printed matter contained in the prospectus or statement of
additional information for the Fund and such other printed
matter as merely identifies Custodian as custodian for the
Fund. The Company shall submit printed matter requiring
approval to Custodian in draft form, allowing sufficient time
for review by Custodian and its counsel prior to any deadline
for printing.
14.3 No Waiver. No failure by either party hereto to exercise, and
no delay by such party in exercising, any right hereunder
shall operate as a waiver thereof. The exercise by either
party hereto of any right hereunder shall not preclude the
exercise of any other right, and the remedies provided herein
are cumulative and not exclusive of any remedies provided at
law or in equity.
14.4 Amendments. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless
evidenced by an instrument in writing executed by the parties
hereto.
19
14.5 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate
counterparts, each of which shall be deemed an original but
all of which together shall constitute but one and the same
instrument.
14.6 Severability. If any provision of this Agreement shall be
invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired
thereby.
14.7 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that
this Agreement shall not be assignable by either party hereto
without the written consent of the other party hereto.
14.8 Headings. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning
or construction of any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.
TORTOISE ENERGY INFRASTRUCTURE U.S. BANK NATIONAL ASSOCIATION
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxx X. Xxxxxxx
-------------------------- ---------------------------
Title: CEO & President Title: President
----------------------- ------------------------
20
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Company to administer the Fund Custody Accounts.
Authorized Persons Specimen Signatures
------------------ -------------------
President: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Secretary: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Treasurer: /s/ Xxxxx Xxxxxxx
--------------------------------
Assistant Treasurer: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Adviser Employees:
--------------------------------
--------------------------------
--------------------------------
--------------------------------
--------------------------------
Transfer Agent/Fund Accountant Employees: /s/ Xxxx X. Chica
--------------------------------
--------------------------------
--------------------------------
--------------------------------
21
EXHIBIT B
USBANK INSTITUTIONAL CUSTODY SERVICES
STANDARDS OF SERVICE GUIDE
USBank, N.A. is committed to providing superior quality service to all
customers and their agents at all times. We have compiled this guide as a tool
for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for USBank to guarantee
processing. Failure to meet these deadlines will result in settlement at our
client's risk. In all cases, USBank will make every effort to complete all
processing on a timely basis.
USBank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bank of
New York as its agent for ineligible and foreign securities.
For corporate reorganizations, USBank utilizes SEI's Reorg Source,
Financial Information, Inc., XCITEK, DTC Important Notices, Capital Changes
Daily (CCH) and the Wall Street Journal.
For bond calls and mandatory puts, USBank utilizes SEI's Bond Source,
Xxxxx Information Systems, Standard & Poor's Corporation, XCITEK, and DTC
Important Notices. USBank will not notify clients of optional put opportunities.
Any securities delivered free to USBank or its agents must be received
three (3) business days prior to any payment or settlement in order for the
USBank standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
The information contained in this Standards of Service Guide
is subject to change. Should any changes be made USBank will
provide you with an updated copy of its Standards of Service
Guide.
22
USBANK SECURITY SETTLEMENT STANDARDS
TRANSACTION TYPE INSTRUCTIONS DEADLINES* DELIVERY INSTRUCTIONS
DTC 1:30 P.M. on Settlement Date DTC Participant #0000
Xxxxx Xxxx XX 00000
Institutional #________________
For Account #____________
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cleveland
for Firstar Bank, N.A. ABA# 000000000
CINTI/1050
For Account #_____________
Federal Reserve Book Entry 1:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
(Repurchase Agreement Collateral Only) for Firstar Bank, N.A. ABA# 000000000
CINTI/1040
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date PTC For Account BYORK
(GNMA Book Entry) Firstar Bank / 117612
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 P.M. on One Wall Street- 3rd Floor - Window A
Settlement Date minus 1) Xxx Xxxx, XX 00000
For account of Firstar Bank / Cust #117612
Attn: Xxxxxx Xxxxxx
CEDEL/EURO-CLEAR 11:00 A..M. on Settlement Date Cedel a/c 55021
minus 2 FFC: a/c 387000
Firstar Bank /Global Omnibus
Euroclear a/c 97816
FFC: a/c 387000
Firstar Bank/Global Omnibus
Cash Wire Transfer 3:00 P.M. Firstar Bank, X.X. Xxxxx/Trust ABA# 000000000
Credit Account #112950027
Account of Firstar Trust Services
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
23
USBANK PAYMENT STANDARDS
SECURITY TYPE INCOME PRINCIPAL
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds* Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA's (P&I) Payable Date + 1 Payable Date + 1
CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit* Payable Date + 1 Payable Date + 1
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
NOTE: If a payable date falls on a weekend or bank holiday, payment
will be made on the immediately following business day.
24
USBANK CORPORATE REORGANIZATION STANDARDS
TYPE OF ACTION NOTIFICATION TO CLIENT DEADLINE FOR CLIENT TRANSACTION POSTING
INSTRUCTIONS
TO USBANK
Rights, Warrants, Later of 10 business days prior to 5 business days prior to
and Optional Mergers expiration or receipt of notice expiration Upon receipt
Mandatory Puts with Later of 10 business days prior to 5 business days prior to
Option to Retain expiration or receipt of notice expiration Upon receipt
5 business days prior to
Class Actions 10 business days prior to expiration date expiration Upon receipt
Voluntary Tenders, Later of 10 business days prior to 5 business days prior to
Exchanges, expiration or receipt of notice expiration Upon receipt
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities received None Upon receipt
Liquidations, Bankruptcies,
Stock Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to None Upon receipt
expiration or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above
will be sold.
25
EXHIBIT C
--------------------------------------------------------------------------------
DOMESTIC CUSTODY SERVICES
ANNUAL FEE SCHEDULE
--------------------------------------------------------------------------------
Annual fee based upon market value per fund*:
---------------------------------------------
1.5 basis points on the first $100 million
1 basis point on the balance
Minimum annual fee per fund - $4,800
Portfolio Transaction Fees
--------------------------
$ 5.00 per disbursement (waived if U.S. Bancorp is Administrator)
$ 7.00 per US Bank repurchase agreement transaction
$ 9.00 per book entry security (depository or Federal Reserve system) and non-US
Bank repurchase agrmt
$25.00 per portfolio transaction processed through our New
York custodian definitive security (physical)
$ 8.00 per principal paydown
$15.00 per option/future contract written, exercised or expired
$50.00 per Cedel/Euroclear transaction
$15.00 per mutual fund trade
$15.00 per Fed Wire
$15.00 per margin variation Fed wire
$ 6.00 per short sale
$150.00 per segregated account per year
A transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
No charge for the initial conversion free receipt.
Overdrafts - charged to the account at prime interest rate plus 2.
Plus out-of-pocket expenses, and extraordinary expenses based upon complexity,
including items such as shipping fees or transfer fees.
Fees are billed monthly.
* Subject to CPI increase, Milwaukee MSA.
--------------------------------------------------------------------------------
26
