FIRST AMENDMENT TO THE
Master Custodian AGREEMENT
This First Amendment ("Amendment") to that certain Master Custodian Agreement
("Agreement") dated June 22, 2001 by and between The Nottingham Management
Company ("Administrator"), a North Carolina corporation, on behalf of those
business companies and trusts listed on Exhibit A of the Agreement, as amended
(individually, a "Trust" and collectively the "Trusts"), and Wachovia Bank,
NATIONAL ASSOCIATION (successor by merger to First Union National Bank) ("Bank")
is made and entered into this 7th day of March, 2005.
WHEREAS, the Administrator and the Bank wish to make explicit the
confidentiality obligations that the parties have previously understood to be
required by the Agreement and the Individual Custodian Agreements that may be in
effect from time to time;
NOW THEREFORE, the Administrator and the Bank do mutually promise and agree as
follows:
1. The Bank agrees, on behalf of itself and its officers, directors, agents
and employees, to treat as confidential all records and other information
relative to each Trust and to not use such records and information for any
purpose other than performance of its responsibilities and duties under the
Agreement, and the Individual Custodian Agreements, except after prior
notification to and approval in writing by the appropriate Trust.
Notwithstanding the forgoing, the Bank may divulge such confidential
records and information where the Bank (i) in good faith believes it may be
exposed to civil or criminal contempt proceedings for failure to comply,
(ii) when requested by duly constituted authorities, (iii) when so
requested by the Trust's investment adviser(s), administrator, transfer
agent, outside legal counsel or independent public accountants, or (iv)
when so requested by the appropriate Trust. For purposes of this section,
the following records and other information shall not be considered
confidential: (a) any record or other information which is or becomes
publicly available through no fault of the Bank; (b) any record and other
information which is released by the Trust in a public release; (c) any
record or other information which is lawfully obtained from third parties
who are not under an obligation to keep such information confidential; or
(d) any record or other information previously known by the Bank.
2. Except as specifically set forth above, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
THE NOTTINGHAM MANAGEMENT COMPANY
By: /s/ C. Xxxxx Xxxxxx III
__________________________
C. Xxxxx Xxxxxx III
President
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxx
__________________________
Name: Xxxx X. Xxxxx
Title: Director
