CUSTODIAN AGREEMENT
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THIS AGREEMENT made on the 17th day of October, 1983, between
XXXXXXXX XX, INC., a Maryland corporation (hereinafter called the
"Fund"), and the FIRST WISCONSIN TRUST COMPANY, a Wisconsin
corporation (hereinafter called the "Custodian"),
W I T N E S S E T H:
WHEREAS, the Fund desires that its securities and cash shall
be hereafter held and administered by the Custodian pursuant to
the terms of this Agreement and that the Custodian act as
dividend disbursing and transfer agent for its Common Stock and
the Custodian desires to hold and administer such securities and
cash and to act as such dividend disbursing and transfer agent.
NOW, THEREFORE, in consideration of the mutual agreements
herein made, the Fund and the Custodian agree as follows:
SEC. 1. APPOINTMENT AND ACCEPTANCE OF CUSTODIAN.
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The Fund hereby constitutes and appoints the Custodian
as custodian of all of its securities and cash and as its
dividend disbursing and transfer agent and the Custodian hereby
accepts such appointments. The Fund will promptly deliver to the
Custodian all securities and cash now owned by it and hereafter
from time to time conveyed into its possession.
SEC. 2. DEFINITIONS: NAMES, TITLES AND
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SIGNATURES OF FUND'S OFFICERS.
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The word "securities" as used herein includes stocks,
shares, bonds, debentures, notes, mortgages or other obligations
and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests
therein, or in any property or assets.
The words "officers' certificate" shall mean a request
or direction or certification in writing signed in the name of
the Fund by either any two of the President, a Vice President,
the Secretary and the Treasurer of the Fund; or any one of the
foregoing officers and one of the Fund's directors or the Fund's
counsel.
The President or Vice President and Secretary or
Assistant Secretary of the Fund will certify to the Custodian the
names and signatures of those persons authorized to sign the
officers' certificates described in this Section 2, and the names
of the members of the Board of Directors, together with any
changes which may occur from time to time.
SEC. 3. RECEIPT AND DISBURSEMENT OF MONEY.
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A. The Custodian shall hold in a separate account or
accounts, and physically segregated at all times from those of
any other persons, firms or corporations, pursuant to the
provisions hereof, in the name of the Fund, subject only to draft
or order by the Custodian acting pursuant to the terms of this
Agreement, all cash received by it from or for the account of the
Fund. The Custodian shall credit to such account or accounts of
the Fund all cash received by it for the account of the fund,
allocated into such principal and interest accounts as the Fund
shall direct. Upon receipt of an officers' certificate from the
Fund, the Custodian may open and maintain an additional account
or accounts in such other banks or trust companies as may be
designated in such officers' certificate, such accounts, however,
to be in the name of the Custodian and subject only to its draft
or order.
The Custodian shall make payments of cash to, or for
the account of, the Fund from such cash only:
(a) for the purchase of securities for the portfolio
of the Fund upon the delivery of such securities to the
Custodian, registered in the name of the Fund or of the
nominee of the Custodian referred to in Sec. 7 hereof or in
proper form for transfer;
(b) for payment of interest, dividends, taxes,
management or supervisory fees or operating expenses
(including, without limitation thereto, fees for legal,
accounting, auditing, custodian, dividend disbursement and
transfer agent services);
(c) for payments in connection with the conversion,
exchange or surrender of securities owned or subscribed to
by the Fund held by or to be delivered to the Custodian; or
(d) for other proper corporate purposes.
Except as provided below, before making any such
payment the Custodian shall receive (and may rely upon) either an
officers' certificate requesting such payment and stating that it
is for a purpose permitted under the terms of items (a), (b) or
(c) of this subsection A, or, in respect of item (d), an
officers' certificate by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the purpose
for which such payment is to be made, declaring such purpose to
be a proper corporate purpose, and naming the person or persons
to whom such payment is to be made.
An officers' certificate need not precede the
disbursement of cash for the purpose of purchasing a money market
instrument if any one of the Fund's officers issues oral
instructions to the Custodian and an appropriate officers'
certificate is received by the Custodian within two (2) business
days thereafter.
B. The Custodian is hereby authorized to endorse and
collect all checks, drafts or other orders for the payment of
money received by the Custodian for the account of the Fund.
SEC. 4. RECEIPT OF SECURITIES.
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The Custodian shall deposit and hold in a separate
account, and physically segregated at all times from those of any
other persons, firms or corporations, pursuant to the provisions
hereof, all securities received by it from and for the account of
the Fund. The Custodian, by book entry or otherwise, shall
identify as belonging to the Fund a quantity of securities in a
fungible bulk of securities registered in the name of the
Custodian or its nominee or shown in Custodian's book entry
system. All such securities are to be held or disposed of by the
Custodian for, and subject at all times to the instructions of,
the Fund pursuant to the terms of this Agreement. The Custodian
shall have no power or authority to assign, hypothecate, pledge
or otherwise dispose of any such securities and investments,
except pursuant to the directive of the Fund and only for the
account of the Fund as set forth in Sec. 5 of this Agreement.
SEC. 5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF
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SECURITIES.
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The Custodian shall have sole power to release or
deliver any securities of the Fund held by it pursuant to this
Agreement. The Custodian agrees to transfer, exchange or deliver
securities held by it hereunder only:
(a) for sales of such securities for the account of
the Fund upon receipt by the Custodian of payment therefor;
(b) when such securities are called, redeemed or
retired or otherwise become payable;
(c) for examination by any broker selling any such
securities in accordance with "street delivery" customs;
(d) in exchange for or upon conversion into other
securities alone or other securities and cash whether
pursuant to any plan of liquidation, refinancing, merger,
consolidation, reorganization, recapitalization or
readjustment, or otherwise;
(e) upon conversion of such securities pursuant to
their terms into other securities;
(f) upon exercise or subscription, purchase or other
similar rights represented by such securities;
(g) for the purpose of redeeming in kind shares of
capital stock of the Fund upon delivery thereof to the
Custodian; or
(h) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (b),
(d), (e) and (f), securities or cash receivable in exchange
therefor shall be deliverable to the Custodian. Before making
any such transfer, exchange or delivery, the Custodian shall
receive (and may rely upon) either an officers' certificate
requesting such transfer, exchange or delivery and stating that
it is for a purpose permitted under the terms of items (a), (b),
(c), (d), (e), (f) or (g) of this Sec. 5 or, in respect of item
(h), an officers' certificate and a certified copy of a
resolution of the Board of Directors signed by an officer of the
Fund and certified by its Secretary or an Assistant Secretary
specifying the securities to be transferred, exchanged or
delivered, setting forth the purpose for which such transfer,
exchange or delivery is to be made, declaring such purpose to be
a proper corporate purpose and naming the person or persons to
whom such transfer, exchange or delivery of such securities is to
be made.
SEC. 6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS.
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Unless and until the Custodian receives an officers'
certificate to the contrary, the Custodian shall:
(a) Present for payment all coupons and other items
held by it for the account of the Fund which call for
payment upon presentation and hold the cash received by it
upon such payment for the account of the Fund;
(b) collect all income, profits, earnings, dividends,
rights, interest and other distributions and collect all
payments on account of principal of securities sold, due,
exchanged or called for redemption;
(c) hold for the account of the Fund hereunder all
stock dividends, rights and similar securities;
(d) surrender securities in temporary form for
definitive securities;
(e) execute as agent on behalf of the Fund all
necessary ownership certificates required by the Internal
Revenue Code or the Income Tax Regulations of the United
States Treasury Department or under the laws of any State
now or hereafter in effect, inserting the Fund's name on
such certificates as the owner of the securities covered
thereby, to the extent it may lawfully do so; and
(f) perform the duties of transfer agent specified in
Sec. 11 below.
SEC. 7. REGISTRATION OF SECURITIES.
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Except as otherwise directed by an officers'
certificate, the Custodian shall register all securities, except
such as are in bearer form, in the name of a registered nominee
of the Custodian as defined in the Internal Revenue Code and any
Regulations of the Treasury Department issued thereunder or in
any provision of any subsequent Federal tax law exempting such
transaction from liability for stock transfer taxes, and shall
execute and deliver all such certificates in connection therewith
as may be required by such laws or Regulations or under the laws
of any State. The Custodian shall use its best efforts to the
end that the specific securities held by it hereunder shall be at
all times identifiable in its records.
The Fund shall from time to time furnish to the
Custodian appropriate instruments to enable the Custodian to hold
or deliver in proper form for transfer, or to register in the
name of its registered nominee, any securities which it may hold
for the account of the Fund and which may from time to time be
registered in the name of the Fund.
SEC. 8. VOTING AND OTHER ACTION.
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Neither the Custodian nor any nominee of the Custodian
shall vote any of the securities held hereunder by or for the
account of the Fund, except in accordance with the instructions
contained in an officers' certificate. The Custodian shall
deliver, or cause to be executed and delivered, to the Fund all
notices, proxies and proxy soliciting materials with relation to
such securities, such proxies to be executed by the registered
holder of such securities (if registered otherwise than in the
name of the Fund), but without indicating the manner in which
such proxies are to be voted.
SEC. 9. TRANSFER TAX AND OTHER DISBURSEMENTS.
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The Fund shall pay or reimburse the Custodian from time
to time for any transfer taxes payable upon transfers of
securities made hereunder, and for all other necessary and proper
disbursements and expenses made or incurred by the Custodian in
the performance of this Agreement.
The Custodian shall execute and deliver such
certificates in connection with securities delivered to it or by
it under this Agreement as may be required under the provisions
of the Internal Revenue Code and any Regulations of the Treasury
Department issued thereunder, or under the laws of any State, to
exempt from taxation any exemptible transfers and/or deliveries
of any such securities.
SEC. 10. DIVIDEND DISBURSING AGENT.
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The Custodian shall act as dividend disbursing agent
for the Fund and shall in paying dividends or distributions, act
upon an officers' certificate indicating the date of declaration
of such dividend or distribution, the date of payment thereof,
the record date as of which shareholders entitled to payment
shall be determined, the amount per share of cash and/or
securities payable or distributable as dividends, that the
appropriate action had been taken pursuant to the Articles of
Incorporation and By-Laws of the Fund authorizing the payment of
said dividend and such other matters as may be deemed
appropriate.
SEC. 11. TRANSFER AGENT.
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The Custodian shall act as transfer agent for the Fund.
A. In connection therewith it shall issue certificates or
confirmations evidencing or stating, respectively, shares of
Common Stock of the Fund upon receipt of a request to purchase
shares from investors and payment for such shares based upon the
net asset value of the Fund's shares for such day, all as
specified as to form and procedure in the Fund's prospectus
current at the time.
B. In connection therewith, it shall disburse the
cash proceeds to those shareholders of the Fund requesting
redemption of their shares (or portions thereof) at the net asset
value of the Fund, upon receipt of a redemption request in proper
form as provided in the Fund's current prospectus, or if
certificates representing the shares of the Fund have been
issued, upon receipt of such certificates properly endorsed for
transfer as provided in the Fund's prospectus current at the
time.
C. The Custodian may rely upon an oral communication
from one of the persons authorized to sign an officers'
certificate on behalf of the Fund, or from an employee(s) of
Xxxxxxxx Company, Inc., designated in writing by an officer of
the Fund, with respect to the daily net asset value of a share of
common stock of the Fund.
SEC. 12. CONCERNING CUSTODIAN.
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The Custodian shall be paid as compensation for its
services pursuant to this Agreement such compensation as may from
time to time be agreed upon in writing between the two parties.
Until modified in writing between the Custodian and the Fund,
such compensation shall be as set forth in Exhibit A hereto.
The Custodian shall not be liable for any action taken
in good faith upon any certificate herein described or certified
copy of any resolution of the Board of Directors, and may rely on
the genuineness of any such document which it may in good faith
believe to have been validly executed.
The Fund agrees to indemnify and hold harmless the
Custodian and its nominee from all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
incurred or assessed against it or its nominee in connection with
the performance of this Agreement, except such as may arise from
its or its nominee's own negligent action, negligent failure to
act or willful misconduct. The Custodian is authorized to charge
any account of the Fund for such items. In the event of any
advance of cash for any purpose made by the Custodian resulting
from orders or instructions of the Fund, or in the event that the
Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except such as
may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at
any time held for the account of the Fund shall be security
therefor.
SEC. 13. REPORTS BY CUSTODIAN.
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The Custodian shall furnish the Fund with the following
written reports or advices:
(a) daily advices or confirmations showing all
securities purchased and prices paid therefor, securities
sold and prices received therefor, and all other
transactions affecting securities held for the account of
the Fund;
(b) daily statements setting forth a summary of all
transactions made or which took place with respect to the
account of the Fund;
(c) at the close of each quarter of the Fund's fiscal
year, a list showing cost of the securities held by it for
the Fund hereunder, certified by a duly authorized officer
of the Custodian;
(d) promptly, all reports it receives from the
appropriate Federal Reserve Bank or clearing agency on its
respective system of internal accounting control;
(e) all reports reasonably requested by the Fund from
time to time relating to the Custodian's or its agent's own
system of internal accounting control.
The books and records of the Custodian pertaining to
its actions under this Agreement shall be open to inspection and
audit at reasonable times by officers of and auditors employed by
the Fund.
SEC. 14. USE OF CENTRAL DEPOSITORY.
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Nothing herein shall be deemed to prevent the use by
Custodian of a central securities clearing house or depository
and specifically the provisions of Secs. 3A, 4 and 7 hereof
dealing with segregation of assets and securities and
registration of securities in the name of the Custodian's nominee
are inapplicable to the extent they are inconsistent with the use
of such central clearing house or depository; provided, however,
that the Custodian and the central clearing house or depository
meet all applicable federal and state laws and rules and the
Fund's Board of Directors approves by resolution the use of such
central clearing house or depository.
SEC. 15. TERMINATION OR ASSIGNMENT.
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This Agreement may be terminated by the Fund, or by the
Custodian, on sixty (60) days' notice, given in writing and sent
by certified mail to the Custodian at 000 Xxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000 or to the Fund at 000 Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 as the case may be. The
notice to the Custodian shall be given pursuant to a resolution
adopted by the Board of Directors of the Fund. Upon termination
of the Agreement the Custodian shall deliver to the successor
custodian of the Fund designated in a certified copy of a
resolution of the Board of Directors of the Fund filed with the
Custodian, all cash, securities and related instruments held by
the Custodian. Any securities registered in the name of the
Custodian or its nominee shall be endorsed in form for transfer.
The Fund agrees to name such successor custodian within sixty
(60) days after the written notice of termination of this
Agreement is received or delivered by it.
This Agreement may not be assigned by the Custodian
without the consent of the Fund, authorized or approved by a
resolution of its Board of Directors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and their respective corporate seals to
be affixed hereto as of the date first above written by their
respective officers thereunto duly authorized.
Executed in several counterparts, each of which is an
original.
FIRST WISCONSIN TRUST COMPANY
Attest:
By /s/ Xxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxx Vice President
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Assistant Secretary
(Corporate Seal)
XXXXXXXX XX, INC.
Attest:
By /s/ Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx ---------------------------
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(Corporate Seal)
XXXXXXXX XX, INC.
CUSTODIAN AGREEMENT - EXHIBIT A
CUSTODIAN FEES
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(A) Annual Fee based on market value of
assets (cost of bonds):
$0.25 per $1,000 on the first $50,000,000
$0.20 per $1,000 on the next $50,000,000
$0.15 per $1,000 on the balance over $100,000,000
(B) Security transaction charge of $15.00
for each principal transaction including
(1) Purchases
(2) Sales
(3) Stock Dividends
(4) Redemptions and Maturities
(C) $3.00 for each entry of repurchase interest
TRANSFER AGENT FEES
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1. Opening of new accounts @ $3.00
2. Maintaining of accounts @ $0.60 per year
3. Computing of investment posting and mailing of
confirms and reorders @ $1.15
4. Closing of accounts @ $3.00
5. Withdrawal of book credits for cash in partial
liquidation @ $3.00
6. Messenger Service @ $75.00 per month
7. Preparation of sales reports of Fund @ $3.50
8. Kits mailed @ $0.25
9. Writing up new accounts @ $1.00
10. Deposit of certificates in exchange for book
credits @ $2.50
11. Processing ordinary transfers of ownership @ $3.50
12. Special correspondence phone calls and research @
$5.50
13. Withdrawal of book credits in exchange for
certificates @ $3.50
14. Minimum issuance of certificates @ $1.50
15. Dividend Reinvestment @ $1.00
SPECIAL SERVICES
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1. Stockholder Lists: $.04 per name
Minimum of $25.00
2. Duplicate Copies of Lists: $.03 per name
Minimum of $25.00
3. Preparing U.S. Information Returns including Annual
Maintenance of Records, Providing Copies to Stockholders
and IRS, Withholding Tax for Non-Resident Aliens: $.15 per
account
4. Preparing State Reports: By Appraisal
5. Preparing Unclaimed Dividend Reports: $1.00 per account.
Minimum of $25.00
6. Receipt, Tabulation and Certification of Proxies
including Daily Reports @ $25.00
7. Mailing Annual Meeting Material to Shareholders to
include Annual Report, Proxy Card, Notice of Meeting
and Business Reply Envelope. Enclosure and Imprinting
Proxy Card fees included @ $.20
Other Mailings
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1. Addressing Envelopes @ $0.035
2. Stuffing First Enclosure @ $0.03
3. Each Additional Enclosure @ $0.02
4. Matching Enclosure @ $.02
5. Gummed Labels @ $.05
Minimum fee of $25.00 for Each Mailing
6. Stop Transfers for Lost Certificates @ $5.00
7. Legal Transfers @ $3.00
8. Locating of Lost Shareholders @ $3.00
9. Replacement of Dividend Checks @ $5.00
10. Dividend Disbursing Agent
For Each Dividend
First 5,000 Checks @ $.25
Additional Checks over $5,000 @ $.20
Minimum of $50.00 per Dividend
The cost of all necessary stationary, supplies and records,
together with any cash disbursements for postage, insurance,
etc., will be added to regular charges.
