Exhibit (g)(3)
AMENDMENT
TO
CUSTODIAN SERVICES AGREEMENT
This Amendment (the "Amendment") is made as of December 3, 2007 and
retroactive to December 1, 2006, by and between, KELMOORE STRATEGIC TRUST, a
Delaware statutory trust (the "Fund") and PFPC TRUST COMPANY ("PFPC Trust").
BACKGROUND:
A. The Fund and PFPC Trust are parties to a Custodian Services Agreement
dated as of April 30, 2003, as amended to date (the "Agreement").
B. The parties desire to extend the initial term of the Agreement and update
the description of services provided thereunder.
C. This Background section and the Schedule to this Amendment are hereby
incorporated by reference in and made a part of this Amendment.
TERMS:
The parties hereby agree that:
1. The last sentence of Section 8 of the Agreement is hereby
supplemented by adding the following additional provision at
the end of the sentence:
"; and (i) Fund information provided by PFPC Trust to
the limited extent reasonably needed for independent
third party compliance or other reviews."
2. Section 15 of the Agreement is hereby deleted in its entirety
and replaced with the provisions set forth on Schedule A
hereto.
3. The first sentence of Section 16 of the Agreement is hereby
deleted and replaced with the following three sentences:
This Agreement shall be effective as of the date first
set forth above and unless terminated pursuant to its
terms shall continue up to but not including May 1, 2009
(the "Initial Term"). Upon the expiration of the Initial
Term, this Agreement shall automatically renew for
successive terms of one year ("Renewal Terms") each,
unless the Fund or PFPC Trust provides written notice to
the other of its intent not to renew. Such notice must
be received not less
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ninety (90) days prior to the expiration of the Initial
Term or the then current Renewal Term.
4. Section 17 of the Agreement is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]".
5. MISCELLANEOUS.
(a) Capitalized terms not defined in this Amendment have
their respective meanings as defined in the Agreement.
(b) As hereby amended and supplemented, the Agreement shall
remain in full force and effect. In the event of a
conflict between the terms hereof and the Agreement,
this Amendment shall control.
(c) The Agreement, as amended hereby, together with its
Exhibits and Schedules, constitutes the complete
understanding and agreement of the parties with respect
to the subject matter hereof and supersedes all prior
communications with respect thereto.
(d) This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the
same instrument. The facsimile signature of any party to
this Amendment shall constitute the valid and binding
execution hereof by such party.
(e) This Amendment shall be governed by the laws of the
State of Delaware, without regard to its principles of
conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers designated below on the date and year
first above written.
KELMOORE STRATEGIC TRUST
By: /s/ Xxxxx x. Xxxxx
-----------------------------------
Name: Xxxxx x. Xxxxx
Title: CFO
PFPC TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: XXXXXX X. XXXXX, III
Title: VICE PRESIDENT & SENIOR DIRECTOR
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SCHEDULE A
15. DESCRIPTION OF SERVICES.
(a) DELIVERY OF THE PROPERTY. The Fund will deliver or arrange for
delivery to PFPC Trust, all the Property owned by the Portfolios,
including cash received as a result of the distribution of Shares,
during the term of this Agreement. PFPC Trust will not be
responsible for any assets until actual receipt.
(b) RECEIPT AND DISBURSEMENT OF MONEY. PFPC Trust, acting upon Written
Instructions, shall open and maintain a separate account for each
separate Portfolio of the Fund (each an "Account") and shall
maintain in the Account of a particular Portfolio all cash and other
assets received from or for the Fund specifically designated to such
Account. PFPC Trust shall make cash payments from or for the Account
of a Portfolio only for:
(i) purchases of securities in the name of the Fund for the
benefit of a Portfolio, PFPC Trust, PFPC Trust's nominee or a
subcustodian or nominee thereof as provided in sub-section
(j) and for which PFPC Trust has received a copy of the
broker's or dealer's confirmation or payee's invoice, as
appropriate;
(ii) redemption of Shares of the Fund upon receipt of Written
Instructions;
(iii) payment of, subject to Written Instructions, interest, taxes
(provided that tax items which PFPC Trust considers required
to be deducted or withheld "at source" will be governed by
Section 15(h)(iii)(B) of this Agreement), administration,
accounting, distribution, advisory and management fees that
are to be borne by a Portfolio;
(iv) payment to, subject to receipt of Written Instructions, the
Fund's
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transfer agent, as agent for the shareholders, of an amount
equal to the amount of dividends and distributions stated in
the Written Instructions to be distributed in cash by the
transfer agent to shareholders, or, in lieu of paying the
Fund's transfer agent, PFPC Trust may arrange for the direct
payment of cash dividends and distributions to Fund
shareholders in accordance with procedures mutually agreed
upon from time to time by and among the Fund, PFPC Trust and
the Fund's transfer agent;
(v) payments, upon receipt of Written Instructions, in connection
with the conversion, exchange or surrender of securities
owned or subscribed to by the Fund and held by or delivered
to PFPC Trust;
(vi) payments of the amounts of dividends received with respect to
securities sold short;
(vii) payments to PFPC Trust for its services hereunder;
(viii) payments to a subcustodian pursuant to provisions in
sub-section(c) of this Section; and
(ix) other payments, upon Written Instructions.
PFPC Trust is hereby authorized to endorse and collect all checks, drafts
or other orders for the payment of money received as custodian for the
Accounts.
(c) RECEIPT OF SECURITIES; SUBCUSTODIANS.
(i) PFPC Trust shall hold all securities received by it for the
Accounts in a separate account that physically segregates
such securities from those of any other persons, firms or
corporations, except for securities held in a Book-Entry
System or through a subcustodian or depository. All such
securities shall be held or disposed of only upon Written
Instructions or otherwise pursuant to the terms of this
Agreement. PFPC Trust shall have no power or authority to
assign, hypothecate, pledge or otherwise dispose of any such
securities or investment, except upon the express terms of
this Agreement or upon Written Instructions authorizing the
transaction. In no case may any member of the Fund's Board of
Trustees, or any officer, employee or agent of the Fund
withdraw any securities.
At PFPC Trust's own expense and for its own convenience, PFPC
Trust may enter into subcustodian agreements with other banks
or trust companies to perform duties described in this
sub-section(c)
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with respect to domestic assets. Such bank or trust company
shall have aggregate capital, surplus and undivided profits,
according to its last published report, of at least one
million dollars ($1,000,000), if it is a subsidiary or
affiliate of PFPC Trust, or at least twenty million dollars
($20,000,000) if such bank or trust company is not a
subsidiary or affiliate of PFPC Trust. In addition, such bank
or trust company must be qualified to act as Fund custodian
and agree to comply with the relevant provisions of
applicable rules and regulations. Any such arrangement will
not be entered into without prior written notice to the Fund
(or as otherwise provided in the 1940 Act).
In addition, PFPC Trust may enter into arrangements with
subcustodians with respect to services regarding foreign
assets. Any such arrangement will not be entered into without
prior written notice to the Fund (or as otherwise provided in
the 1940 Act).
Subcustodians utilized by PFPC Trust may be subsidiaries or
affiliates of PFPC Trust, and such entities will be
compensated for their services by PFPC Trust at such rates as
are agreed between the entity and PFPC Trust. PFPC Trust
shall remain responsible for the acts and omissions of any
subcustodian chosen by PFPC Trust under the terms of this
sub-section(c) to the same extent that PFPC Trust is
responsible for its own acts and omissions under this
Agreement.
(d) TRANSACTIONS REQUIRING INSTRUCTIONS. Upon receipt of Oral
Instructions or
Written Instructions and not otherwise, PFPC Trust shall:
(i) deliver any securities held for a Portfolio against the
receipt of payment for the sale of such securities or
otherwise in accordance with standard market practice;
(ii) execute and deliver to such persons as may be designated in
such Oral Instructions or Written Instructions, proxies,
consents, authorizations, and any other instruments whereby
the authority of a Portfolio as owner of any securities may
be exercised;
(iii) deliver any securities to the issuer thereof, or its agent,
when such securities are called, redeemed, retired or
otherwise become payable at the option of the holder;
provided that, in any such case, the cash or other
consideration is to be delivered to PFPC Trust;
(iv) deliver any securities held for a Portfolio against receipt
of other
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securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, tender offer,
merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(v) deliver any securities held for a Portfolio to any
protective committee, reorganization committee or other
person in connection with the reorganization, refinancing,
merger, consolidation, recapitalization or sale of assets
of any corporation, and receive and hold under the terms of
this Agreement such certificates of deposit, interim
receipts or other instruments or documents as may be issued
to it to evidence such delivery;
(vi) make such transfer or exchanges of the assets of the
Portfolios and take such other steps as shall be stated in
said Oral Instructions or Written Instructions to be for
the purpose of effectuating a duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund or any of its Portfolios;
(vii) release securities belonging to a Portfolio to any bank or
trust company for the purpose of a pledge or hypothecation
to secure any loan incurred by the Fund on behalf of that
Portfolio; provided, however, that securities shall be
released only upon payment to PFPC Trust of the monies
borrowed, except that in cases where additional collateral
is required to secure a borrowing already made subject to
proper prior authorization, further securities may be
released for that purpose; and repay such loan upon
redelivery to it of the securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing
the loan;
(viii) release and deliver securities owned by a Portfolio in
connection with any repurchase agreement entered into by
the Fund on behalf of that Portfolio, but only on receipt
of payment therefor; and pay out monies of the Fund in
connection with such repurchase agreements, but only upon
the delivery of the securities;
(ix) release and deliver or exchange securities owned by the
Fund in connection with any conversion of such securities,
pursuant to their terms, into other securities;
(x) release and deliver securities to a broker in connection
with the broker's custody of margin collateral relating to
futures and options transactions;
(xi) release and deliver securities held for a Portfolio for the
purpose of
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redeeming in kind shares of the Portfolio upon delivery
thereof to PFPC Trust; and
(xii) release and deliver or exchange securities held for a
Portfolio for other purposes.
PFPC Trust must also receive a certified resolution
describing the nature of the corporate purpose and the name
and address of the person(s) to whom delivery shall be made
when such action is pursuant to sub-paragraph d(xii).
(e) USE OF BOOK-ENTRY SYSTEM OR OTHER DEPOSITORY. PFPC Trust will
deposit in Book-Entry Systems and other depositories all securities
belonging to the Portfolios eligible for deposit therein and will
utilize Book-Entry Systems and other depositories to the extent
possible in connection with settlements of purchases and sales of
securities by the Portfolios, and deliveries and returns of
securities loaned, subject to repurchase agreements or used as
collateral in connection with borrowings. PFPC Trust shall continue
to perform such duties until it receives Written Instructions or
Oral Instructions authorizing contrary actions. Notwithstanding
anything in this Agreement to the contrary, PFPC Trust's use of a
Book-Entry System shall comply with the requirements of Rule 17f-4
under the 1940 Act.
PFPC Trust shall administer a Book-Entry System or other depository as
follows:
(i) With respect to securities of each Portfolio that are
maintained in a Book-Entry System or another depository,
the records of PFPC Trust shall identify by book-entry or
otherwise those securities as belonging to such Portfolio.
(ii) Assets of each Portfolio deposited in a Book-Entry System
or ' another depository will (to the extent consistent with
applicable law and standard practice) at all times be
segregated from any assets and cash controlled by PFPC
Trust in other than a fiduciary
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or custodian capacity but may be commingled with other
assets held in such capacities.
PFPC Trust will provide the Fund with such reports on its own system
of internal control as the Fund may reasonably request from time to
time.
(f) REGISTRATION OF SECURITIES. All securities held for a Portfolio that
are issued or issuable only in bearer form, except such securities
maintained in the Book-Entry System or in another depository, shall
be held by PFPC Trust in bearer form; all other securities
maintained for a Portfolio may be registered in the name of the Fund
on behalf of that Portfolio, PFPC Trust, a Book-Entry System,
another depository, a subcustodian, or any duly appointed nominee of
the Fund, PFPC Trust, Book-Entry System, depository or subcustodian.
The Fund reserves the right to instruct PFPC Trust as to the method
of registration and safekeeping of the securities of the Fund. The
Fund agrees to furnish to PFPC Trust appropriate instruments to
enable PFPC Trust to maintain or deliver in proper form for
transfer, or to register in the name of its nominee or in the name
of the Book-Entry System or in the name of another appropriate
entity, any securities that it may maintain for the Accounts. With
respect to uncertificated securities that are registered in the name
of the Fund or a Portfolio (or a nominee thereof), PFPC Trust will
reflect such securities on its records based upon the holdings
information provided to it by the issuer of such securities, but
notwithstanding anything in this Agreement to the contrary PFPC
Trust shall not be obligated to safekeep such securities or to
perform other duties with respect to such securities other than to
make
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payment for the purchase of such securities upon receipt of Oral or
Written Instructions, accept in sale proceeds received by PFPC Trust
upon the sale of such securities of which PFPC Trust is informed
pursuant to Oral or Written Instructions, and accept in other
distributions received by PFPC Trust with respect to such securities
or reflect on its records any reinvested distributions with respect
to such securities of which it is informed by the issuer of the
securities.
(g) VOTING AND OTHER ACTION. Neither PFPC Trust nor its nominee shall
vote any of the securities held pursuant to this Agreement by or for
the account of a Portfolio, except in accordance with Written
Instructions. PFPC Trust, directly or through the use of another
entity, shall execute in blank and promptly deliver all notices,
proxies and proxy soliciting materials received by PFPC Trust as
custodian of the Property to the registered holder of such
securities. If the registered holder is not the Fund on behalf of a
Portfolio, then Written Instructions or Oral Instructions must
designate the person who owns such securities.
(h) TRANSACTIONS NOT REQUIRING INSTRUCTIONS. Notwithstanding anything in
this Agreement requiring instructions in order to take a particular
action, in the absence of a contrary Written Instruction, PFPC Trust
is authorized to take the following actions: without the need for
instructions:
(i) COLLECTION OF INCOME AND OTHER PAYMENTS.
(A) collect and receive for the account of each Portfolio,
all income, dividends, distributions, coupons, option
premiums, other payments and similar items, included or
to be included in the Property, and, in addition,
promptly
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advise each Portfolio of such receipt and credit such
income to each Portfolio's custodian account;
(B) endorse and deposit for collection, in the name of the
Fund, checks, drafts, or other orders for the payment of
money;
(C) receive and hold for the account of each Portfolio all
securities received as a distribution on the Portfolio's
securities as a result of a stock dividend, share split
or reorganization, recapitalization, readjustment or
other rearrangement or distribution of rights or similar
securities issued with respect to any securities
belonging to a Portfolio and held by PFPC Trust
hereunder;
(D) present for payment and collect the amount payable upon
all securities that may mature or be called, redeemed,
retired or otherwise become payable (on a mandatory
basis) on the date such securities become payable; and
(E) take any action that may be necessary and proper in
connection with the collection and receipt of such
income and other payments and the endorsement for
collection of checks, drafts, and other negotiable
instruments.
(ii) MISCELLANEOUS TRANSACTIONS.
(A) PFPC Trust is authorized to deliver or cause to be
delivered Property against payment or other
consideration or written receipt therefor in the
following cases:
(1) for examination by a broker or dealer selling for
the account of a Portfolio in accordance with
street delivery custom;
(2) for the exchange of interim receipts or temporary
securities for definitive securities; and
(3) for transfer of securities into the name of the
Fund on behalf of a Portfolio or PFPC Trust or a
subcustodian or a nominee of one of the foregoing,
or for exchange of securities for a different
number of bonds, certificates, or other evidence,
representing the same aggregate face amount or
number of units bearing the same interest rate,
maturity date and call provisions, if any;
provided that, in any such case, the new
securities are to be
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delivered to PFPC Trust.
(B) PFPC Trust shall:
(1) pay all income items held by it that call for
payment upon presentation and hold the cash
received by it upon such payment for the account
of each Portfolio;
(2) collect interest and cash dividends received, with
notice to the Fund, to the account of each
Portfolio;
(3) hold for the account of each Portfolio all stock
dividends, rights and similar securities issued
with respect to any securities held by PFPC Trust;
and
(4) subject to receipt of such documentation and
information as PFPC Trust may request, execute as
agent on behalf of the Fund all necessary
ownership certificates required by a national
governmental taxing authority or under the laws of
any U.S. state now or hereafter in effect,
inserting the Fund's name, on behalf of a
Portfolio, on such certificate as the owner of the
securities covered thereby, to the extent it may
lawfully do so.
(iii) OTHER MATTERS.
(A) Subject to receipt of such documentation and information
as PFPC Trust may request, PFPC Trust will, in such
jurisdictions as PFPC Trust may agree from time to time,
seek to reclaim or obtain a reduction with respect to
any withholdings or other taxes relating to assets
maintained hereunder (provided that PFPC Trust will not
be liable for failure to obtain any particular relief in
a particular jurisdiction); and
(B) PFPC Trust is authorized to deduct or withhold any sum
in respect of tax which PFPC Trust considers required to
be deducted or withheld "at source" by any relevant law
or practice.
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(i) SEGREGATED ACCOUNTS.
(i) PFPC Trust shall upon receipt of Written Instructions or Oral
Instructions establish and maintain segregated accounts on
its records for and on behalf of each Portfolio. Such
accounts may be used to transfer cash and securities,
including securities in a Book-Entry System or other
depository:
(A) for the purposes of compliance by the Fund with the
procedures required by a securities or option exchange,
providing such procedures comply with the 1940 Act and
any releases of the SEC relating to the maintenance of
segregated accounts by registered investment companies;
and
(B) upon receipt of Written Instructions, for other
purposes.
(ii) PFPC Trust shall arrange for the establishment of XXX
custodian accounts for such shareholders holding Shares
through XXX accounts, in accordance with the Fund's
prospectuses, the Internal Revenue Code of 1986, as amended
(including regulations promulgated thereunder), and with such
other procedures as are mutually agreed upon from time to
time by and among the Fund, PFPC Trust and the Fund's
transfer agent.
(j) PURCHASES OF SECURITIES. PFPC Trust shall settle purchased
securities upon receipt of Oral Instructions or Written Instructions
that specify:
(i) the name of the issuer and the title of the securities,
including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased and
accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the Portfolio involved; and
(vii) the name of the person from whom or the broker through whom
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the purchase was made. PFPC Trust shall upon receipt of
securities purchased by or for a Portfolio (or otherwise in
accordance with standard market practice) pay out of the
monies held for the account of the Portfolio the total amount
payable to the person from whom or the broker through whom
the purchase was made, provided that the same conforms to the
total amount payable as set forth in such Oral Instructions
or Written Instructions.
(k) SALES OF SECURITIES. PFPC Trust shall settle sold securities upon
receipt of Oral
Instructions or Written Instructions that specify:
(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and accrued
interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to whom the
sale was made;
(vii) the location to which the security must be delivered and
delivery deadline, if any; and
(viii) the Portfolio involved.
PFPC Trust shall deliver the securities upon receipt of the total amount
payable to the Portfolio upon such sale, provided that the total amount
payable is the same as was set forth in the Oral Instructions or Written
Instructions. Notwithstanding anything to the contrary in this Agreement,
PFPC Trust may accept payment in such form as is consistent with standard
industry practice and may deliver assets and arrange for payment in
accordance with standard market practice.
(l) REPORTS; PROXY MATERIALS.
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(i) PFPC Trust shall furnish to the Fund the following reports:
(A) such periodic and special reports as the Fund may
reasonably request;
(B) a monthly statement summarizing all transactions and
entries for the account of each Portfolio, listing each
portfolio security belonging to each Portfolio (with
the corresponding security identification number) held
at the end of such month and stating the cash balance
of each Portfolio at the end of such month.
(C) the reports required to be furnished to the Fund
pursuant to Rule 17f-4 of the 1940 Act; and
(D) such other information as may be agreed upon from time
to time between the Fund and PFPC Trust.
(ii) PFPC Trust shall transmit promptly to the Fund any proxy
statement, proxy material, notice of a call or conversion or
similar communication received by it as custodian of the
Property. PFPC Trust shall be under no other obligation to
inform the Fund as to such actions or events. For
clarification, upon termination of this Agreement PFPC Trust
shall have no responsibility to transmit such material or to
inform the Fund or any other person of such actions or
events.
(m) CREDITING OF ACCOUNTS. PFPC Trust may in its sole discretion credit
an Account with respect to income, dividends, distributions,
coupons, option premiums, other payments or similar items prior to
PFPC Trust's actual receipt thereof, and in addition PFPC Trust may
in its sole discretion credit or debit the assets in an Account on a
contractual settlement date with respect to any sale, exchange or
purchase applicable to the Account;
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provided that nothing herein or otherwise shall require PFPC Trust
to make any advances or to credit any amounts until PFPC Trust's
actual receipt thereof. If PFPC Trust credits an Account with
respect to (a) income, dividends, distributions, coupons, option
premiums, other payments or similar items on a contractual payment
date or otherwise in advance of PFPC Trust's actual receipt of the
amount due, (b) the proceeds of any sale or other disposition of
assets on the contractual settlement date or otherwise in advance of
PFPC Trust's actual receipt of the amount due or (c) provisional
crediting of any amounts due, and (i) PFPC Trust is subsequently
unable to collect full and final payment for the amounts so credited
within a reasonable time period using reasonable efforts or (ii)
pursuant to standard industry practice, law or regulation PFPC Trust
is required to repay to a third party such amounts so credited, or
if any Property has been incorrectly credited, PFPC Trust shall have
the absolute right in its sole discretion without demand to reverse
any such credit or payment, to debit or deduct the amount of such
credit or payment from the Account, and to otherwise pursue recovery
of any such amounts so credited from the Fund. The Fund hereby
grants to PFPC Trust and to each subcustodian utilized by PFPC Trust
in connection with providing services to the Fund a first priority
contractual possessory security interest in and a right of setoff
against the assets maintained in an Account hereunder in the amount
necessary to secure the return and payment to PFPC Trust and to each
such subcustodian of any advance or credit made
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by PFPC Trust and/or by such subcustodian (including charges related
thereto) to such Account. Notwithstanding anything in this Agreement
to the contrary, PFPC Trust shall be entitled to assign any rights
it has under this sub-section (m) to any subcustodian utilized by
PFPC Trust in connection with providing services to the Fund which
subcustodian makes any credits or advances with respect to the Fund.
(n) COLLECTIONS. All collections of monies or other property in respect,
or that are to become part, of the Property (but not the safekeeping
thereof upon receipt by PFPC Trust) shall be at the sole risk of the
Fund. If payment is not received by PFPC Trust within a reasonable
time after proper demands have been made, PFPC Trust shall notify
the Fund in writing, including copies of all demand letters, any
written responses and memoranda of all oral responses and shall
await instructions from the Fund. PFPC Trust shall not be obliged to
take legal action for collection unless and unfil reasonably
indemnified to its satisfaction. PFPC Trust shall also notify the
Fund as soon as reasonably practicable whenever income due on
securities is not collected in due course and shall provide the Fund
with periodic status reports of such income collected after a
reasonable time.
(o) EXCESS CASH SWEEP. PFPC Trust will, consistent with applicable law,
sweep any net excess cash balances daily into an investment vehicle
or other instrument designated in Written Instructions, so long as
the investment vehicle or instrument is acceptable to PFPC Trust,
subject to a fee, paid to PFPC Trust for such service, to be agreed
between the parties.
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Such investment vehicle or instrument may be offered by an affiliate
of PFPC Trust or by a PFPC Trust client and PFPC Trust may receive
compensation therefrom.
(p) FOREIGN EXCHANGE. PFPC Trust and/or subcustodians may enter into or
arrange foreign exchange transactions (at such rates as they may
consider appropriate) in order to facilitate transactions under this
Agreement, and such entities and/or their affiliates may receive
compensation in connection with such foreign exchange transactions.
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December 3, 2007
Retroactive to December 1, 2006
KELMOORE STRATEGIC TRUST
RE: AMENDED AND RESTATED CUSTODIAN SERVICES FEES
Dear Sir/Madam:
This letter, amended and restated as of December 3, 2007 and retroactive
to December 1, 2006, constitutes our agreement with respect to compensation to
be paid to PFPC Trust Company ("PFPC Trust") under the terms of a Custodian
Services Agreement dated April 30, 2003 between PFPC Trust and Kelmoore
Strategic Trust ("you" or the "Fund"), as amended from time to time (the
"Agreement") for services provided on behalf of each portfolio. Pursuant to
Paragraph 12 of the Agreement, and in consideration of the services to be
provided to the Fund, you will pay PFPC Trust certain fees and reimburse PFPC
Trust for its out-of-pocket expenses as follows:
ASSET BASED FEES:
The following fee will be calculated daily based upon each portfolio's
average gross assets and payable monthly, in the following amounts:
.0001% of each portfolio's first $100 million of average gross assets;
.000075% of each portfolio's next $100 million of average gross assets:
and
.00005% of each portfolio's average gross assets over $200 million.
TRANSACTION CHARGES:
A transaction includes buys, sells, calls, puts, maturities, free
deliveries, free receipts, exercised or expired options, opened or closed short
sales and the movement for each piece of underlying collateral for a repurchase
agreement, etc.
Fed Book entry $ 10.00
DTC book entry $ 10.00
PTC book entry $ 10.00
Physical certificate $ 17.00
Options contract $ 20.00
1
Futures margin variation $ 10.00
Short sale $ 15.00
Outgoing wires $ 7.00
Check request $ 6.00
MINIMUM MONTHLY FEES:
The minimum monthly fee will be $500 per portfolio; excluding transaction
charges, holdings charges and out-of-pocket expenses.
OUT-OF-POCKET EXPENSES:
PFPC Trust's out-of-pocket expenses include, but are not limited to:
- Federal Express; and
- Segregated Custody account ($100 per account per month will apply)
GLOBAL SUB-CUSTODIAN FEES:
Fees will be charged as incurred by the global sub-custodian. A detailed
fee schedule will be provided if applicable.
MISCELLANEOUS:
With respect to any daily net overdrawn cash balances for a portfolio, a
monthly charge shall be assessed based on 120% of the average federal funds rate
for that month.
PFPC Trust will sweep any net excess cash balances daily into an
investment vehicle designated in writing by the Fund and agreed to by PFPC Trust
and will credit the Fund with such sweep earnings on a monthly basis. PFPC Trust
will be paid .25% of assets swept.
The fee for the period from the day of the year this fee letter is entered
into until the end of that year shall be prorated according to the proportion
which such period bears to the full annual period.
2
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: XXXXXX X. XXXXX, III
VICE PRESIDENT
Title: & SENIOR DIRECTOR
Agreed and Accepted:
KELMOORE STRATEGIC TRUST
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: CFO
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