CUSTODY AGREEMENT
This agreement (the"Agreement") is entered into as of the 27 day of September
, 2005 by and between Xxxxxx Capital Management LLC (the "Corporation") a cor-
poration organized under the laws of the State of New Jersey and having offices
at 0000 Xxxx Xx. 0xx Xxx. Xxxxxxxxxx, XX 00000 acting for and on the behalf of
Bread & Butter Fund Inc. (the"Fund") which is operated and maintained by the
Corporation for the benefit of the holders of shares of the Fund and Xxxxxxx
Xxxxxx & Co. (the "Intermediary Custodian") having an office at Red Bank,
New Jersey.
Whereas, the Fund and the Intermediary Custodian desire to enter into this
Agreement to provide for the custody and safekeeping of the assets of the Fund
as required by the Investment Company Act of 1940, as amended (the "Act").
Whereas, the Fund hereby appoints the Intermediary Custodian as custodian of
designated Fund securities and moneys at any time owned by the Fund during the
term of the Agreement (the "Fund's Assets").
Whereas, the Intermediary Custodian hereby accepts such appointment as Inter-
mediary Custodian and agrees to perform the duties thereof as hereinafter set
forth.
Therefore, in consideration of the mutual promises hereinafter set forth, the
Fund and the Intermediary Custodian agree as follows.
ARTICLE 1
Custody of Fund Assets
A. The Intermediary Custodian shall open and maintain a separate brokerage
account or accounts in the United States in the name of the Fund and shall
hold cash received by it or the account of the Fund in accordance with Rule
17f-4 under the Investment Company Act of 1940. Moneys held by the Interme-
diary Custodian on behalf of the Fund may be deposited by the Intermediary
Custodian to its credit as Intermediary Custodian in a Money Market account
of the Intermediary Custodian. Such moneys shall be deposited by the Inter-
mediary Custodian in its capacity as such, and shall be withdrawable by the
Intermediary Custodian only in such capacity.
B. The Intermediary Custodian shall hold all securities delivered to it in
safekeeping in a separate brokerage account or accounts maintained at
Waterhouse Securities Inc. for the Benefit of the Fund.
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C. Fund securities which are issued or issuable only in bearer form shall be
held by the Intermediary Custodian in that form; all other securities held
for the Fund shall be registered in street name at the Intermediary
Custodian and maintained in bookkeeping entry by a "Securities depository"
which is a "Clearing Corporation" that is registered with the Securities
and Exchange Commission as a clearing agency, or a Federal Reserve Bank or
other person authorized to operate the federal book-entry system for U.S.
Treasury Securities.
D. The Intermediary Custodian shall not be affiliated with the Fund.
E. The Intermediary Custodian shall exercise due care in accordance with
reasonable commercial standards in discharging its duty as a securities
intermediary to obtain and thereafter maintain such financial assets.
F. The Intermediary Custodian shall provide promptly, upon request by the Fund
such reports as are available concerning internal accounting controls and
financial strength of Intermediary Custodian.
ARTICLE II
Purchase and Sale of Securities
A. The Fund's purchases and sales of securities will be conducted according to
those brokerage services offered by the Intermediary Custodian. The Inter-
mediary Custodian shall treat all record and other information relating to
the Fund, the Fund's portfolio securities and the Funds assets as confiden-
tial and shall not disclose any such records or information to any other
person unless (i) the Fund consented thereto in writing or (ii) such dis-
closure is required by law. The Intermediary Custodian also has an obliga-
tion not to use this information for trading purposes.
ARTICLE III
Termination
A. Either of the parties hereto may terminate this Agreement for any reason by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than (90) days after the date of such
notice.
ARTICLE IV
Miscellaneous
A. The obligation set forth in this Agreement as having been made by the Fund
have been made by the Board of Directors, acting as such Directors for and
on the behalf of the Fund pursuant to the authority vested in them under
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laws of the State of New Jersey. Articles of Incorporation and the By-Laws
of the Fund. This Agreement has been executed by the Officers of the Fund
as officers, and not individually, and the obligations contained herein
are not binding upon any of the Directors, Officers, agents or holders of
shares personally, but bind only the Fund.
B. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as
this Agreement and authorized and approved by a resolution of the Board
of Directors of the Fund.
C. This Agreement shall extend to and shall be binding upon parties thereto,
and their respective successors and assign: provided, however, that this
Agreement shall not be assignable by the Fund or by the Intermediary
Custodian and no attempted assignment by the Fund or the Intermediary
Custodian shall be effective without the written consent of the other
party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be Executed
by their respective Officers, thereunto duly authorized as of the day and year
above written.
Xxxxxx Capital Management LLC
By:/s/ Xxxxx X. Xxxxxx
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Names: Xxxxx X. Xxxxxx
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Title: President
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Date: 09/27/05
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Bread & Butter Fund Inc.
By: /s/ Xxxxxx XxXxxxxxx
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Name: Xxxxxx XxXxxxxxx
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Title: Chairman of Board
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Date: 09/27/05
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Xxxxxxx Xxxxxx & Company
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: Branch Mgr & VP
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Date: 09/27/05
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