Global Securities Services – Custody Services Agreement Customer Profile Schedule Institution
Global
Securities Services – Custody Services Agreement
Customer
Profile Schedule Institution
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Account
Type:
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Mutual Fund Custody |
Account Number:
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| Customer Information | |||
| Institution Name (Full Legal Name. DO NOT USE ABBREVIATIONS) | Congressional Effect Fund | ||
| Tax I.D. Number | 262.363.038 | ||
| Institution Contact and Title | Xxxx X. Xxxxxx | ||
| Telephone Number | (000) 000-0000 | ||
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Street
Address of Institution
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000
Xxxxxxxxx Xxx. Suite 601
New York, NY
10170-0002
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| Account Service Instructions | Additional Service Options: | |
| Type of Institution: | x Monthly Statements | |
| o Insurance Company | o Quarterly Statements | |
| o Financial Institution | x Automated Securities Workstation | |
| o Corporation | o Other (Describe) | |
| o Partnership | ||
| o Investor Advisor | ||
| o Investment Company | ||
| o Broker Dealer | ||
| o Qualified Retirement Plan | ||
| x Other (Describe) | Registered Investment Company - Mutual Fund | |
| Payment For Custody Services: | ||
| o Bill monthly | ||
| o Charge monthly | ||
| x Other, please specify | Charge Quarterly | |
| Name
of Investment Advisor (If self-directed, indicate “self-directed.”) |
Congressional Effect Management, LLC | |
| Proxy Communication: | ||
| o Execute all proxies in favor of management or as directed otherwise and mail said proxies to the address specified. | ||
| x Forward all proxies to the above mailing address and I will execute and mail said proxies to the address specified. | ||
| o Check this box if you object to disclosure of your name, address and securities positions to requesting companies in which you own shares. | ||
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| Fifth Third Bank is instructed to handle all excess cash in the following manner: Sweep Account | |
| o Invest/ Withdraw from the following Fifth Third Fund: | |
| Name of the Fund | |
| o Check or Wire Transfer according to the following instructions: | |
| Address of Bank and ABA Routing Information | |
| o Credit/ Charge our Fifth Third Checking or Savings account | |
| Account Number | |
| Substitute Form W-9: Taxpayer Identification Number and Certification | ||||
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1. Enter
your taxpayer identification number in the appropriate box. For
individuals and sole proprietors, this is your social
security number. For other entities, it is your
employer identification number. If you do not have a number,
indicate “pending” and report to Fifth Third upon
receipt.
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| 2. Indicate “exempt” for payees exempt from backup withholding: | exempt | |||
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Social
Security Number
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or
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Employer
Identification Number
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262.363.038 | |
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Certification
– Under penalties of perjury, I certify that:
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1. The
number shown on this form is my correct taxpayer identification number (or
I am waiting for a number to be issued to me),
and
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2. I
am not subject to backup withholding because (a) I am exempt
from backup withholding, or (b) I have not been notified by
the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
withholding (does not apply to real estate transactions,
mortgage interest paid, the acquisition or abandonment of
secured property, contributions to an individual retirement account (IRA),
and payments other than interest and
dividends).
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Certification Instructions – You must cross out item (2) above if
you have been notified by IRS that you are currently subject
to backup withholding because of underreporting interest or
dividends on your tax return.
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| Changes to Customer Profile Schedule | ||||
| Any changes to this Customer Profile Schedule will not be effective until a new Customer Profile Schedule is executed by the Customer and, when applicable, any other person authorized to direct the account, including an Investment Advisor. | ||||
| Persons Authorized to Direct Account (Including Investment Advisor when applicable) | ||||
| /s/ Xxxx X Xxxxxx | 4/10/08 | |
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Client
Signature
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Date (Month/Day/Year)
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Title
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Client
Signature
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Date (Month/Day/Year)
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Title
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This
Custody Services Agreement (collectively with all schedules, exhibits,
amendments, and addenda hereto, this “Agreement”) is made effective
as of Date (Month/Day/Year)
by and between Fifth Third
Bank, 00 Xxxxxxxx Xxxxxx Xxxxx, XX #0000XX, Xxxxxxxxxx, Xxxx
00000 (“Custodian”), and the undersigned customer
(“Customer”). Custodian and Customer hereby agree as
follows:
1. DEFINITIONS. For purposes of this Agreement, the
following capitalized terms shall have the meanings set forth
below.
“Account” means the custodial account
maintained by Custodian pursuant to this Agreement established in the name of
and on behalf of Customer.
“Agreement” means this Custody Services
Agreement and all schedules, exhibits, amendments and addenda
hereto.
“Applications ” means, collectively,
the eTran Application and the SW Application.
“Class Actions” means lawsuits
initiated by or on behalf of a corporation that entitle the shareholders of such
corporation to participate in such lawsuit by electing to so
participate.
“Corporate Action Information” means
all information communicated to Customer via the eTran System related to
Corporate Actions when securities related to such Corporate Actions
are held in the Account.
“Corporate Actions” means any actions
undertaken by an issuer corporation that have an effect upon shareholders or
entitlement holders of the corporation’s securities (so long as such
securities are held in the Account) including, without limitation, the
inception of Class Actions.
“Custodian” means Fifth Third Bank, an
Ohio banking corporation, acting pursuant to this Agreement.
“Customer ID” means a Customer-specific
user identification code.
“Customer” means the party executing
this Agreement for which the Custodian is performing the Services.
“Depository” means the Depository Trust
Company, the Federal Reserve or such other sub-custodian as Custodian may from
time to time nominate.
“eTRAN Application” means the eTRAN
Workstation software application licensed hereunder by Custodian to be
downloaded by Customer that will enable Customer to access and use
the eTRAN System via an Internet connection, a dedicated line or a
direct dial-up connection.
“eTRAN Interface” means the methodology
by which Customer uses the eTRAN Application to create an online connection to
the eTRAN System, which will allow Customer to perform Transactions
from a remote location.
“eTRAN Services” means the then-current
Services made available by Custodian to Customer pursuant to this Agreement on
the eTRAN System.
“eTRAN System” means the overall
concept or program, including the then-current systems, computers and
communication facilities made available to Customer for the purpose
of receiving Corporate Action Information and delivering Voluntary Election
Instructions or Other Instructions to Custodian by means of the eTRAN
Interface.
“Information” means the methods,
techniques, programs, devices and operations of Custodian arising in connection
with the eTRAN System and the Securities Workstation System and the
services and products provided in connection therewith.
“Instructions ” means the data
messages, in a form and format acceptable to Custodian, submitted by Customer
and successfully received by the Workstations, which requests that a
task be performed on behalf of Customer or its customers regarding trust
and/ or demand deposit account funds maintained in the
Account.
“Interfaces” means, collectively, the
eTRAN Interface and the SW Interface.
“Mandatory Corporate Actions” shall
mean those Corporate Actions for which the effect on the shareholders or
entitlement holders may not be modified by the Customer,
including but not limited to, cash dividends, stock dividends, mergers, name
changes, mandatory calls, and other mandatory corporate
reorganizations.
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“Other Instructions ” means the messages, in
a form and format acceptable to Custodian, submitted by Customer and
successfully received by Custodian through the eTRAN System, which
request that a task be performed on behalf of Customer or its
customers regarding stock or other securities held in Customer’s
Account that does not relate to Voluntary Corporate Actions or the
Customer’s Voluntary Election Instructions.
“Proper Instruction” means the written and
manually signed instructions of the person(s) identified in writing by Xxxxxxxx
as being duly authorized by Customer to have authority over the
Property.
“Property” means the property listed on
a certain receipt(s) or as indicated on the confirmation separately supplied by
Custodian to Customer in connection with this Agreement, which may
include, without limitation, common and preferred stocks, bonds,
debentures, notes, money market instruments or other obligations, and
any certificates, receipts, warrants or other instruments or
documents representing rights to receive, purchase or subscribe for
any of the foregoing, or evidencing any other rights or interests
therein.
“Securities Workstation Services” means
the then-current services made available by Custodian to Customer via the SW
Interface.
“Securities Workstation System” means
Custodian’s then-current systems, computers and communication facilities made
available by Custodian to receive Customer requests for information
and Customer Instructions via the SW Interface.
“Services” means the custody services
specified in the Custody Services Schedule attached hereto as Schedule
1.
“SW Application” means the
Securities Workstation software application licensed hereunder by Custodian to
be downloaded by Customer that will enable Customer to access and use
the Securities Workstation System via an Internet connection, a dedicated
line or a direct dial-up connection.
“SW Interface” means that methodology
by which Customer uses the SW Application to create an online connection to the
Securities Workstation System that will allow Customer to perform
Trans actions from a remote location.
“SW Price List” means those items
related to the SW Application on the Fee Schedule.
“Transactions ” means the Custodian’s
performance of certain tasks pursuant to Proper Instructions.
“Voluntary Corporate Actions” means
those Corporate Actions for which shareholders or entitlement holders are
entitled or required to make an election or decision among
alternative courses of action such as, among other things, certain tender
offers, conversions, distributions or exchanges that are
voluntary by their terms.
“Voluntary Election Instructions” means
those messages timely delivered from Customer to Custodian through the eTRAN
System unambiguously identifying Customer’s election or decision
among alternative courses of action triggered by the occurrence of
a Voluntary Corporate Action.
“Workstations” means, collectively, the
overall concept or program by which Custodian allows Customer to access its
Securities Workstation System by means of the SW Interface and the
eTRAN System by means of the eTRAN Interface.
2. DEPOSIT
OF PROPERTY. Customer has deposited the Property, or
may deposit additional Property, with Custodian. The purpose of such deposit is to obtain
from Custodian the Services. The Services shall include those norm
ally and customarily provided by Custodian with respect to Property
including safekeeping, trading, deposits, withdrawals, income, corporate
actions, puts, calls, overdrafts, record retention,
reports and such other related services as Custodian may offer from time to
time.
3. DESCRIPTION
OF PROPERTY. Customer represents and acknowledges
that the description of the Property listed on the receipt(s) or confirmation is an
accurate description of Property. Custodian shall not be responsible for any
Property until actually received by
Custodian. Securities held by Custodian shall, unless payable
to bearer, be registered in the name of the Custodian for the account
of the Customer or its nominee, as Custodian may appoint, and at any time
remove, in Xxxxxxxxx’s sole discretion. Custodian may deposit
all or a part of the Property in a Depository; provided, however, no such
deposit or appointment shall relieve the Custodian of its obligations
under this Agreement. Custodian, in accordance with its normal and
customary practices, will segregate and identify on its books as
belonging to the Customer all Property held by Customer or any other entity
authorized to hold Property in accordance with this
Agreement.
4. APPOINTMENT
AS CUSTODIAN. Customer hereby constitutes and
appoints Custodian as custodian of Property and Custodian agrees to act in the capacity
as custodian with respect to the Property during the term of this
Agreement. Custodian shall perform the Services and
maintain the Account as set forth herein. Custodian shall be held to
the exercise of reasonable care in carrying out its obligations under
this Agreement. Custodian shall have no investment authority, nor any
duty or obligation to supervise or advise Customer on any
investments. Except as specifically set forth herein, Custodian shall
have no liability and assumes no responsibly for any non-compliance
by Customer of any laws, rules or regulations.
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6. INSTRUCTIONS;
RELIANCE BY CUSTODIAN. Custodian is authorized to rely and act
on Proper Instructions in providing the Services, whether such Proper
Instructions are received via telephone, facsimile, or by bank wire so long as
Custodian believes in good faith that such Proper Instructions have
been given by an authorized person or agent acting on behalf of
Customer. Custodian will only rely upon Proper
Instructions sent via electronic mail if Proper Instruction specifically
approves this method of delivery in writing (by other than electronic
means) prior to the delivery of such Proper Instructions by electronic
mail. Custodian is also authorized to rely and act upon
instructions transmitted electronically through the Institutional Delivery
System (IDS), a customer data entry system, or any other similar
electronic instruction system acceptable to Custodian. Custodian will
not be liable for any failure to execute instructions or failure to
receive Property due to incorrect, incomplete, conflicting or untimely
instructions. Custodian, in its discretion, is authorized
to accept and act upon orders from Customer, whether given orally by telephone
or otherwise, which Custodian in good faith believes to be
genuine. Customer shall cause all oral instructions to be confirmed
in writing by a written Proper Instruction. Custodian’s
records will be conclusive as to the content of any such ins truction,
regardless of whether confirmation is received.
7. REIMBURSEMENT
FOR COSTS, EXPENSES. Custodian is authorized to take all
steps it deems necessary or advisable to complete a transaction and shall be
reimbursed for all costs, losses and liabilities if settlement is not
accomplished due to Customer’s failure for any reason to follow
Custodian’s instructions with respect to the Property or the
Account. Custodian is authorized to execute, in the name
of Customer, any certificates of ownership, declarations or other certificates
required under any tax or other laws or governmental regulation now
or hereafter in effect. Custodian will have the right to setoff
against the Property held by Custodian hereunder and upon any deposit
account of Customer for the following: (i) compensation, expenses, commitments
made by Custodian upon instructions of Customer or its authorized
agent; (ii) reimbursement of taxes incurred by Custodian for the Account of
Customer; and (iii) other liabilities of Customer to Custodian,
however created.
8.
SETTLEMENT
PRACTICES. Custodian
will settle trade orders as instructed by the Customer. Custodian will not be
liable or accountable for any act or omission by,
or for the solvency of, any broker or agent effecting such
transaction.
9.
WORKSTATIONS. The terms and conditions of this
Section 9 apply (to the extent they are applicable based upon
Customer’s election) to Customers electing to
subscribe to the Workstations’ products, systems and software, as specified
herein.
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A.
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In
consideration of the of the fees and charges paid by Customer in
connection with using the Services, Custodian hereby grants a
nonexclusive and nontransferable license during the term of this Agreement
to Customer to use the Applications. Customer acknowledges that
Custodian retains full exclusive ownership of the Applications and
Customer shall not grant any license or right to use the
Applications without the prior written consent of Custodian, which consent
may be withheld in its
discretion.
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B.
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Use
of the Workstations requires Customer to obtain proper identification
codes. Customer may request establishment on the
applicable Workstation of a Customer ID to be used by Customer and its
employees when accessing the applicable Workstation via the
applicable Interface. Customer ID setup and standard
maintenance will be performed at Custodian’s convenience
and in accordance with Custodian’s general timeframes and scheduling.
Customer shall provide Custodian with prompt written
notice of all Customer IDs that are no longer active should be deleted
and/or should otherwise be changed. Although
not obligated to, Custodian reserves the right at its option and without
notice to suspend the password on a Customer ID or inactivate
and/or delete any Customer ID if it has not successfully logged on to the
applicable System in a sixty day period (or other interval
determined from time to time by Custodian), if it has shown suspicious
activity or if Custodian determines that there is or may be a
violation of Custodian’s then current security procedures or
standards involving the applicable System or Customer’s access
to the same. Custodian reserves the right (but shall not have
any obligation) to request that Customer designate in writing
those employees or agents of Customer which may
authorize establishment of Customer IDs on the applicable
System. However, Customer shall be solely responsible for
any unauthorized access to the applicable System and Customer’s
data therein via the applicable Interface where such
access includes but is not limited to theft, unauthorized
Customer, employee or agent access, action taken on behalf of
Customer or at the request of Customer’s employees or agents
(even if not authorized) and/or failure to notify Custodian in
writing and independently verify suspension of a password on a
Customer ID or inactivation and/or deletion of a Customer
ID.
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C.
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In
addition to the covenants and obligations of the Customer stated elsewhere
in this Agreement, Customer further acknowledges and
agrees:
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i.
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Upon
the termination of this Agreement, Customer shall, at its own cost and
expense, deliver any printed versions of any manuals,
documentation or writings, along with any copies thereof, pertaining to
the use of the Workstations, the Applications, or the
Interfaces to a location designated by
Custodian.
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ii.
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Customer
will cause all persons utilizing the Interfaces to treat all applicable
user and authentication codes and passwords with extreme
care.
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7/31/07
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iv.
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Customer
shall comply with all federal, state and local laws and regulations
applicable to its business operations or to Customer as a
result of this Agreement and will acquire all the rights and licenses
deemed necessary by Custodian for Custodian to interface with
Customer, or vice versa, and for Custodian to provide the
Services contemplated under this
Agreement.
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v.
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Customer
shall be solely responsible for all record keeping as may be required of
it under any federal, state or local laws and
regulations. Except as hereinafter provided or as may be
required under any federal, state or local laws and
regulations, Custodian shall not be obligated to retain any records of any
services performed hereunder for a period beyond seven calendar
days after delivery of the records to
Customer.
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X.
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Xxxxxxxx
agrees to the following general provisions related to the Workstations’
products:
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i.
Except
for the Applications and the Workstations, Customer shall obtain and maintain at
its own cost and expense all equipment and services, including but
not limited to its computer systems, communications services,
Internet access accounts, dedicated line or direct dial-up equipment necessary
for Customer to access and utilize the Workstations via the
Interfaces. Custodian shall not be responsible for the reliability
or availability of any such equipment or services including but not
limited to any third party access providers. Customer further agrees
to obtain and utilize computer systems and communications equipment which
meet the minimum specifications for using the Interfaces and the
Applications se forth on the attached Exhibit A.
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ii.
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Customer
acknowledges that neither the Services nor any information provided to
Customer by the Workstations is intended to supply tax,
investment or legal advice. Although the Workstations may
provide information that may lead to recommendations about how
and where to invest and what to buy, none of
these recommendations are developed or endorsed by
Custodian. In relation to this Agreement and in
providing the Services, Custodian does not recommend any
particular advisory service or products, nor does
Custodian offer any such advice regarding the nature, potential
value, or suitability of any particular security or investment
strategy. Customer acknowledges that all purchases, sales,
investments, Instructions and Transactions are initiated and
performed independently by Customer at Customer’s sole
risk. Customer further acknowledges that, unless an
investment consists of an insured deposit account maintained
at Custodian, no such purchases, sales, investments,
Instructions or Transactions will be insured or guaranteed by
Custodian or any governmental or regulatory
agency.
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iii.
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Customer
agrees to pay all taxes of whatever nature including, but not limited to,
any income, franchise, sale, use, property, transfer, excise
and other taxes now or hereafter imposed by any governmental body
or agency upon Customer’s accessing the Workstations via the
Interfaces and Customer’s use of the Services, but excluding
any income taxes payable by Custodian on the receipt of income under this
Agreement.
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iv.
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Customer
assumes full responsibility for the consequences of any and all use,
misuse or unauthorized use of the Workstations, the
Applications, the Interfaces, the Manuals, or the Services whether by
Customer’s personnel or others who gain access by or through
the Services as provided to Customer, lawfully or unlawfully,
to the Workstations, the Interfaces, the Manuals, or the
Services.
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v.
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Custodian
shall not be obligated to act upon, or be liable for failure to act upon,
any Instruction, Transaction, or modification or cancellation
thereof received by Custodian via the Interfaces that is not performed
in accordance with the Manuals and/or this
Agreement.
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vi.
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Customer
shall not copy or modify, or by its action or inaction permit to be copied
or modified, the Applications or any other part of the
Interfaces, whether in printed or computer data form. Customer
agrees to abide by all copyright laws regarding the use and
possession of the Applications and all other related software
applications associated with the
Interfaces.
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vii.
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Customer
hereby represents, acknowledges and agrees that it is fully informed of
the protections and risks associated with the various methods
of transmitting Instructions to Custodian and that there may be
more secure methods of transmitting Instructions to Custodian
than the method(s) selected by Customer hereunder. Customer
hereby agrees that the security procedures (if any) to be followed in
connection with the Customer’s transmission of Instructions via
the Interfaces provide to Customer a commercially
reasonable degree of protection in light of Customer’s
particular needs and
circumstances.
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viii.
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In
the event the Interfaces are provided by or through one or more third
parties (e.g., through the Internet access provider, a
third party carrier, etc.), Customer acknowledges and agrees that
Custodian shall have no responsibility or liability whatsoever
for any actions or inactions of such third parties, including, but not
limited to, inability to access the Workstations, interruption
in access to the Workstations, or error or inaccuracies in data
received by Customer. Not limiting the generality of the
foregoing, Xxxxxxxxx’s only obligation will be to make
available the Workstations via the Interfaces in accordance with
Custodian’s usual and customary standards in effect from time
to time.
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10.
SECURITIES
WORKSTATION SYSTEM. The terms and conditions of this
Section 10 shall apply (to the extent they are applicable based upon Customer’s
election) to Customers electing to subscribe to the Securities Workstation
System.
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A.
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Securities
Workstation Services shall be provided via the SW Interface in accordance
with the terms, conditions and procedures contained in this
Agreement and in the Manuals. The Manuals are incorporated
herein by reference.
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B.
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Custom
er will seek to resolve errors that may result from its use of the
Securities Workstation System, including errors as to its
customers and will provide, promptly upon request, any information not
otherwise restricted which is requested in connection with s
uch errors.
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C.
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Custodian
and Customer shall maintain knowledgeable personnel and procedures to
resolve disputes between and among any of the parties connected
with the Securities Workstation System, the SW Application, the SW
Interface and the Securities Workstation Services that are the
subject of this Agreement. Such disputes would be those
relating to the proper and timely posting and crediting of
Transactions or Instructions, including but not limited to, disputes
arising out of the failure of any of the parties in connection
with Customer’s use of the SW Interface, the Securities Workstation
System, the Securities Workstation Services, or Customer’s
violation of the provisions contained in the Manuals, or any applicable
law or regulation. Customer shall be solely
responsible for compliance with all applicable federal, state and local
statutes, rules and regulations relating to error resolution,
if any.
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11.
eTRAN
SYSTEM. The terms and conditions of this
Section 11 shall apply (to the extent they are applicable based upon
Customer’s election) to
Customers electing to subscribe to the eTRAN System.
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A.
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eTRAN
Services shall be provided via the eTRAN Interface in accordance with the
terms, conditions and procedures contained in this Agreement
and in the applicable portion of the Manuals. The Manuals are
incorporated herein
by reference.
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B.
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Customer
shall review all Corporate Action Information made available to Customer
by Custodian via the eTRAN System. Customer may elect not to
provide Voluntary Election Information in response to a Voluntary
Corporate Action. Custodian has no duty to ensure
that Customer provides a response or Voluntary Election Information in
response to a Voluntary Corporate
Action.
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C.
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Customer
will seek to resolve errors which may result from its use of the eTRAN
System, including errors as to its customers and will provide,
promptly upon request, any information not otherwise restricted which is
requested in connection with such
errors.
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D.
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Custodian
and Customer shall maintain knowledgeable personnel and procedures to
resolve disputes between and among any of the parties connected
with the eTRAN System, the eTRAN Application, the eTRAN Interface and the
eTRAN Services. Such disputes would be those
relating to the proper and timely receipt and delivery of Corporate
Action Information or Voluntary Election Instructions,
including but not limited to, disputes arising out of the failure of any
of the parties in connection with Customer’s use of the eTRAN
Interface, the eTRAN System, the eTRAN Services, or
Customer’s violation of the provisions contained in the
Manuals, or any applicable law or regulation. Customer shall be
solely responsible for compliance with all applicable federal,
state and local statutes, rules and regulations relating to
error resolution, if
any.
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E.
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Customer
understands and acknowledges that, with respect to any Corporate Action
that is also a Class Action, Custodian is only responsible for
reporting to Customer and notifying Customer based upon Custodian’s actual
knowledge, which actual knowledge extends, for purposes of this
Agreement, only to information obtained by Custodian from
Customer regarding securities holdings of Customer during the
term of the then-current Agreement between Customer
and Custodian. Securities held by Customer that are
either not in the Account or that were held prior to the time that
Custodian began to provide the Services are deemed to be
outside of the actual knowledge of Custodian and Customer is
solely responsible for obtaining information related
to Class Actions that include as participants in the class
thereof holdings outside of the knowledge of
Custodian.
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13. LIMITATION OF WARRANTIES. OTHER THAN THE EXPRESS WARRANTIES (IF ANY) MADE IN THIS AGREEMENT, CUSTODIAN DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE eTRAN AND SECURITIES WORKSTATION SYSTEMS, AND ALL PRODUCTS AND SERVICES PROVIDED HEREUNDER. Without limiting the foregoing, Custodian shall not be liable for lost profits, lost business or any incidental, consequential or punitive damages (whether or not arising out of circumstances known or foreseeable by Custodian) suffered by Customer, its customers or any third party in connection with any of the products or services made available hereunder. Custodian’s liability under this Agreement shall in no event exceed an amount equal to the lesser of (i) actual monetary damages incurred by Customer or (ii) an amount not to exceed one-half of the net fees paid to Custodian within the prior three calendar months immediately preceding the date on which Custodian received a written notice from Customer regarding such damages. In no event shall Custodian be liable for any matter beyond its reasonable control, or for damages or losses wholly or partially caused by the Customer, or its employees or agents, or for any damages or losses which could have been avoided or limited by Customer giving prompt written notice to Custodian. Customer shall bring no cause of action, regardless of form, more than one year after the cause of action arose.
14. LIQUID
FUNDS. Custodian shall not be liable for, or
considered to be the custodian of, any cash belonging to Customer or
any money represented by a check, draft or
other instrument for the payment of money, until Custodian or its agents
actually receive such cash or collect on such
instrument. So long as and to the extent that it is in the exercise
of reasonable care, 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. Custodian
shall not be required to enforce collection, by legal means or otherwise, of any
money or property due and payable with respect to any Property held
in the Account if such Property is in default or payment is not made after due
demand or presentation.
15.
CONFIDENTIAL RECORDS. Custodian shall treat all records
and information relating to Customer and the Account as confidential, except that it may
disclose such information after prior approval of Customer, such approval not to
be unreasonably withheld. Cus todian will be authorized to
disclose any information regarding Customer, the Property, and the Account that
is required to be disclosed by any law, governmental regulation or
court order in effect without having received Customer’s prior
approval.
16.
CONFIDENTIALITY. Customer acknowledges that the
Information is of a confidential nature, and is a valuable and
unique asset of Custodian’s
business. During the term of this Agreement and following the
expiration or termination thereof, Customer shall not make or permit
disclosure of any Information to any person or entity (other than to those
employees and agents of Customer who participate
directly in the performance of this Agreement and need access to
Information). Upon termination of this Agreement, Customer
shall deliver to Custodian all manuals, memoranda and other papers and all
copies thereof, relating in any way to the Information, including the
eTRAN and Securities Workstation Systems, the Applications, the Interfaces or to
the Custodian. Customer acknowledges that it does not have
nor can Customer acquire any right in or claim to the
Information. Customer shall take all necessary steps,
including having its employees and agents execute and deliver to Custodian such
documents as Custodian deems reasonably necessary, to cause them
to comply with the terms of this Section 16. Customer
acknowledges that the injury which would be sustained by Custodian as
a result of the violation of this provision cannot be compensated solely by
money damages, and therefore agrees that Custodian shall be entitled
to injunctive relief and any other remedies as may be available at law or in
equity in the event Customer or its employees or agents violate the
provisions contained in this Section 16. The restrictions contained
in this Section 16 shall not apply to any information that becomes a
matter of public knowledge, other than through a violation of
this Agreement or other agreements to which Custodian is a
party.
17. STATEMENTS. Customer agrees to review statem ents
and reports, including those provided via the Workstations, if applicable, promptly on
receipt. Inquiries regarding any valuations or other reports must be
submitted to Custodian within thirty days of the receipt of the
Custodian’s statement or report, and on expiration of this period, statements
and reports shall be deemed correct and accepted by
Customer. Express or tacit approval of such statement or report
implies acceptance of the various entries listed therein and approval
of any reservations made by Custodian. Thereafter, Customer assumes the
responsibility to correct any and all errors.
Revised - 7/31/07
Page
8 of 14
19.
NO
WAIVER. The failure of
Custodian to insist on strict compliance, or to exercise any right or remedy
under this Agreement, shall not constitute a waiver of any
rights contained herein or estop Custodian from thereafter demanding full and
complete compliance or prevent Custodian from exercising such remedy
in the future.
20.
FORCE
MAJUERE. Custodian shall
not 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 shall endeavor to
ameliorate the effects of any such failure or delay.
21.
INDEPENDENT
CONTRACTOR. This Agreement
is not a contract of employment and nothing contained in this Agreement
shall be construed to
create the relationship of joint venture, partnership, or employment between the
parties. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, and their permitted transferees and
assignees.
22.
ENTIRE
AGREEMENT. This Agreement
constitutes the entire agreement between the parties and supersedes all prior
agreements,
understandings, and representations regarding the subject matter of this
Agreement. No amendment to this Agreement shall be valid,
unless made in writing and signed by both parties; provided, however, Custodian
may amend or otherwise modify this Agreement,
and any addenda, amendments, exhibits or schedules thereto, provided such
modification does not create any new obligation on the part of
Customer and does not materially diminish any service being provided by
Custodian hereunder. Custodian shall
give Customer notice of such changes by ordinary
mail. This Agreement is for the benefit of, and may be enforced only
by, Custodian and Customer and their respective successors and
permitted transferees and assignees, and is not for the benefit, of
and may not be enforced by, any third party.
23. VALIDITY
AND BINDING EFFECT. Customer hereby warrants and represents
to Custodian: that Customer has full power and authority to enter into this
Agreement; that the execution, delivery and performance of this Agreement have
been duly authorized by all necessary corporate or partnership or
other appropriate authorizing actions; that the execution, delivery and
performance of this Agreement will not contravene any provision or
constitute a default under any other agreement, license or contract, written or
oral, to which Customer is bound; and that this Agreement is valid
and enforceable against Customer in accordance with its
terms and conditions.
24.
NO
ASSIGNMENT. Customer
agrees not to sell, assign, sublet, pledge, hypothecate, suffer a lien upon or
against, or otherwise encumber any interest in this
Agreement, the eTRAN or Securities Workstation Systems or the Applications which
may be licensed hereunder, in whole or in part. Should
Custodian assign this Agreement or should the fees due hereunder be assigned,
no breach or default of this Agreement by Custodian to its assignee
shall excuse performance by Customer of any provision
hereof.
25.
SEVERABILITY. If any term or provision of this
Agreement or any application thereof shall be invalid or unenforceable, the
remainder of this
Agreement and any other application of such term or provision shall not be
affected thereby.
26.
NO
IMPLICIT DUTY. 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 Custodian.
27.
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.
28.
GOVERNING
LAW. This Agreement will
be governed by and construed according to the laws of the State of
Ohio. The parties hereby consent to service of process,
personal jurisdiction, and venue in the state and federal courts located in
Cincinnati, Xxxxxxxx County, Ohio, and select such courts as the
exclusive forum with respect to any action or proceeding brought to enforce any
liability or obligation under this Agreement.
Revised - 7/31/07
Page
9 of 14
Signatures
follow; the remainder of this page intentionally left blank
Revised - 7/31/07
Page
10 of 14
Customer:
Congressional Effect Fund
| /s/ Xxxx X. Xxxxxx | 4/10/08 | |
|
Signature
|
Date
(Month/Day/Year)
|
|
| Title: |
Customer’s
Address
000
Xxxxxxxxx Xxx
Suite
601
New York,
NY 00000-0000
Fax
( )
BY
INITIALING IN THE APPLICABLE BOX(ES) BELOW, CUSTOMER ELECTS TO SUBSCRIBE TO THE
FOLLOWING SERVICES IN
ADDITION TO THE STANDARD CUSTODY SERVICES:
o eTRAN
Workstation
o Securities
Workstation
Fifth
Third Bank:
| /s/ | 4/28/08 | |
|
Signature
|
Date
(Month/Day/Year)
|
|
| VP | ||
| Title: |
Custodian’s
Address
Fifth
Third Bank
00
Xxxxxxxx Xxxxxx Xxxxx
Mail
Location # 1090CC
Cincinnati,
Ohio 45263
Revised - 7/31/07
Page
11 of 14
Custodian
s hall perform the custody services set forth below (the “Custody Services”) in
connection with the maintenance of a custodial account in the name of
and on behalf of Customer, in accordance with the terms and conditions of the
Agreement. The Custody Services made available by
Custodian are subject to change from time to time without notice; provided,
however, Custodian shall endeavor to notify Customer of any changes
to the below Custody Services that will affect Customer at least thirty days
prior to the effective date of such changes. Capitalized
terms used below have the meanings set forth in the Agreement.
A. SAFEKEEPING. Custodian
will maintain in its vault or at a Depository, or sub-Custodian identified on
its books as the property of the
custodial account(s) of Custodian, all Property that it now or
hereafter receives for the Account(s) of Customer.
B. TRADING. Custodian
will, upon Proper Instructions, sell, assign, transfer, deliver, purchase or
acquire securities or other property for the
Account.
C. DEPOSITS OR
WITHDRAWALS. Custodian will, upon Proper Instructions:
(a) deliver or receive securities or other properties; and (b)
transfer or make payments from the Account of such cash or securities to such
person(s) specified by Customer. Unless Customer directs
otherwise, excess cash will be invested in the Custodian’s investment/sweep
alternatives.
D. INCOME. Custodian
will collect and receive all cash or property related to, associated with or
earned by, the Property as interest, dividends,
proceeds from transfer, and other payments for the Account of
Customer. Custodian will convert cash distributions denominated
in foreign currency into United States dollars at Custodian’s then applicable
rate for the account of Customer. In effecting such
conversion, Custodian may use such methods or agencies as it deems necessary and
appropriate at the current prevailing rates.
E. CAPITAL CHANGES. Custodian will notify
Customer of capital changes, limited to those securities registered in a
nominee’s name and to those securities held at a Depository or
sub-custodian acting as agent for Custodian. Custodian will be
responsible only if the notice of such capital change is published by
Xcitek, DTC, or received by registered mail from the agent. For
market announcements not yet received and distributed by Custodian’s
services, Customer will provide Custodian with
appropriate instructions. Custodian will, upon receipt of
Customer’s response within the required deadline, affect such action for receipt
or payment for the Account of Customer. For those
responses received after the deadline, Custodian will affect such action for
receipt or payment, subject to the limitations of the agent(s)
affecting such actions.
F. PUTS. Custodian will
promptly notify Customer of put options only if the notice is received by
registered mail from the agent. Customer will provide Custodian with
all relevant information contained in the prospectus for any security that has
unique put option provisions and provide Custodian with specific
tender instructions at least ten business days prior to the beginning date of
the tender period.
G. SHAREHOLDER COMMUNICATIONS. Custodian
will, as set forth in the Customer Profile Schedule, either receive,
execute or
cause to be transmitted all shareholder communications. With regard
to any temporary cash investment offered by Custodian, Custodian
shall respond on behalf of the Customer.
H. RECORD RETENTION. Custodian
will, at all times, maintain books and records relating to the Account in
accordance with its normal
and customary procedures and will reasonably make available for inspection such
records to duly authorized officers, employees, or agents of Customer
or by legally authorized regulatory officials who are then in the process of
reviewing the Customer’s financial affairs upon adequate proof to
Custodian of such official status.
I. REPORTS. Custodian
will provide such reports as set forth in the Customer Profile Schedule and
notify the Customer of each transaction
confirm ation via a monthly statement of transactions and holdings.
J. COMMUNICATIONS. Custodian
shall be authorized to rely upon the accuracy and genuineness of all data
received through electronic
means and initiated by any person authorized by Customer. In its
employment of such devices, Customer will safeguard and maintain the
confidentiality of all passwords or numbers and will disclose them only to those
employees who are to have access to the Account. Custodian
may electronically record any instructions or other telephone
discussions. Custodian may electronically record any
instructions given by telephone, and any other telephone discussions with
respect to the Account or transactions pursuant to
the Agreement.
K. OVERDRAFTS. At the discretion of
Cus todian in cases concerning overdrafts, the Account may be charged interest
at a rate determined by Custodian in its
discretion.
Revised - 7/31/07
Page
12 of 14
Schedule
2
FEE PROPOSAL
1. DOMESTIC FEE SCHEDULE
Fifth Third Bank's Global
Securities Services group proposes a bundled, all-inclusive domestic custody fee
schedule for Congressional Effect Family of Funds as follows:
|
Market Value
|
Basis Point Fee | |
| $0 to $75,000,000 | 1 Basis Points | |
| $75,000,001 to $250,000,000 | 0.75 Basis Points | |
| $250,000,001 + | 0.50 Basis Points |
The above-proposed fee will cover
all domestic custody fees such as: transactions, income collection, corporate
actions, wires, Internet Securities Workstation etc.
● This fee schedule is
guaranteed for a period of two (2) years and is dependent on the utilization of
any one or combination of the Fifth Third Institutional Money Market Funds for
cash liquidity needs.
● Annual minimum fee is
$7500 per fund.
2. INTERNATIONAL FEE SCHEDULE
Please see attached International
Fee Schedule.
Revised - 7/31/07
Page
13 of 14
Minimum
Specifications for Securities Workstation
The
following is a list of minimum hardware and software components required for use
of the Workstations:
|
·
|
Windows
‘95 / Windows ‘98 / NT 4.0
|
|
·
|
Java
1.1 Enabled Browser
|
|
·
|
Netscape
4.05 (AWT 1.1.5) or higher
|
|
·
|
Microsoft
Internet Explorer 4.01 or higher with the latest Java
VM
|
|
·
|
Any
IBM Compatible P166 or higher
|
|
·
|
Minimum
of 32 MB RAM (48 MB recommended)
|
|
·
|
256
Color Video Card
|
|
·
|
Internet
Connection (preferred) or 28.8 or faster Modem and Available Phone Line
(optional)
|
|
·
|
Printer
(necessary for hard copy reports)
|
Revised -
7/31/07
Page 14 of
14
