THIS
AGREEMENT is made and entered into as of this 16th day of November, 2004, by
and between Intrepid Capital Management Funds Trust, a Delaware statutory trust
(the “Trust”) and U.S. Bank National Association, a national banking
association (the “Custodian”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), as an open-end management investment company, and is authorized to
issue shares of beneficial interest in separate series, with each such series representing
interests in a separate portfolio of securities and other assets;
WHEREAS,
the Trust desires to retain U.S. Bank National Association to act as Custodian for each
series of the Trust listed on Exhibit C hereto (as amended from
time to time) (each a “Fund”, collectively the “Funds”);
WHEREAS,
the Trust desires that the Fund’s Securities (defined below) and cash be held and
administered by the Custodian pursuant to this Agreement; and
WHEREAS,
the Custodian is a bank having the qualifications prescribed in Section 26(a)(1) of
the 1940 Act;
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein contained, and
other good and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
| |
1.1. |
“Authorized
Person” means any Officer or other person duly authorized by
resolution of the Board of Trustees to give Oral Instructions and Written
Instructions on behalf of the Fund and named in Exhibit A hereto
or in such resolutions of the Board of Trustees, certified by an Officer,
as may be received by the Custodian from time to time. |
| |
1.2. |
“Board
of Trustees” shall mean the Trustees from time to time serving
under the Trust’s Declaration of Trust, as from time to time amended. |
| |
1.3. |
“Book-Entry
System” shall mean a federal book-entry system as provided in
Subpart O of Treasury Circular Xx. 000, 00 XXX 306, in Subpart B
of 31 CFR Part 350, or in such book-entry regulations of federal
agencies as are substantially in the form of such Subpart O. |
| |
1.4. |
“Business
Day” shall mean any day recognized as a settlement day by The New
York Stock Exchange, Inc., and any other day for which the Trust computes
the net asset value of Shares of the Fund. |
| |
1.5. |
“Fund
Custody Account” shall mean any of the accounts in the name of
the Trust, which is provided for in Section 3.2 below. |
| |
1.6. |
“NASD” shall
mean The National Association of Securities Dealers, Inc. |
| |
1.7. |
“Officer” shall
mean the Chairman, President, any Vice President, any Assistant Vice
President, the Secretary, any Assistant Secretary, the Treasurer, or any
Assistant Treasurer of the Trust. |
| |
1.8. |
“Oral
Instructions” shall mean instructions orally transmitted to and
accepted by the Custodian because such instructions are: (a) reasonably
believed by the Custodian to have been given by any two Authorized
Persons, (b) recorded and kept among the records of the Custodian
made in the ordinary course of business and (c) orally confirmed by
the Custodian. The Trust shall cause all Oral Instructions to be confirmed by
Written Instructions prior to the end of the next Business Day. If such
Written Instructions confirming Oral Instructions are not received by the
Custodian prior to a transaction, it shall in no way affect the validity
of the transaction or the authorization thereof by the Trust. If Oral
Instructions vary from the Written Instructions that purport to confirm
them, the Custodian shall notify the Trust of such variance but such Oral
Instructions will govern unless the Custodian has not yet acted. |
| |
1.9. |
“Proper
Instructions” shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions
when deemed appropriate by both parties. |
| |
1.10. |
“Securities
Depository” shall mean The Depository Trust Company and any other
clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Securities Exchange Act of 1934 as amended
(the “1934 Act”), which acts as a system for the central
handling of Securities where all Securities of any particular class or
series of an issuer deposited within the system are treated as fungible
and may be transferred or pledged by bookkeeping entry without physical
delivery of the Securities. |
| |
1.11. |
“Securities” shall
include, without limitation, common and preferred stocks, bonds, call
options, put options, debentures, notes, bank certificates of deposit,
bankers’ acceptances, mortgage-backed securities or other
obligations, and any certificates, receipts, warrants or other instruments
or documents representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests therein,
or any similar property or assets that the Custodian has the facilities to
clear and to service. |
| |
1.12. |
“Shares” shall
mean, with respect to a Fund, the units of beneficial interest issued by
the Trust on account of the Fund. |
-2-
| |
1.13. |
“Sub-Custodian” shall
mean and include (a) any branch of a “U.S. Bank,” as that
term is defined in Rule 17f-5 under the 1940 Act, (b) any “Eligible
Foreign Custodian,” as that term is defined in Rule 17f-5 under the
1940 Act, having a contract with the Custodian which the Custodian has
determined will provide reasonable care of assets of the Fund based on the
standards specified in Section 3.3 below. Such contract shall be in
writing and shall include provisions that provide: (i) for
indemnification or insurance arrangements (or any combination of the
foregoing) such that the Fund will be adequately protected against the
risk of loss of assets held in accordance with such contract; (ii) that
the Fund’s assets will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the Sub-Custodian or its
creditors except a claim of payment for their safe custody or
administration, in the case of cash deposits, liens or rights in favor of
creditors of the Sub-Custodian arising under bankruptcy, insolvency, or
similar laws; (iii) that beneficial ownership for the Fund’s
assets will be freely transferable without the payment of money or value
other than for safe custody or administration; (iv) that adequate
records will be maintained identifying the assets as belonging to the Fund
or as being held by a third party for the benefit of the Fund; (v) that
the Fund’s independent public accountants will be given access to
those records or confirmation of the contents of those records; and (vi) that
the Fund will receive periodic reports with respect to the safekeeping of
the Fund’s assets, including, without limitation, notification of any
transfer to or from a Fund’s account or a third party account
containing assets held for the benefit of the Fund. Such contract may
contain, in lieu of any or all of the provisions specified in (i)-(vi)
above, such other provisions that the Custodian determines will provide,
in their entirety, the same or a greater level of care and protection for
Fund assets as the specified provisions, in their entirety. |
| |
1.14. |
“Written
Instructions” shall mean (a) written communications actually
received by the Custodian and signed by any two Authorized Persons, or (b) communications
by telex or any other such system from one or more persons reasonably
believed by the Custodian to be Authorized Persons, or (c) communications
between electro-mechanical or electronic devices provided that the use of
such devices and the procedures for the use thereof shall have been
approved by resolutions of the Board of Trustees, a copy of which,
certified by an Officer, shall have been delivered to the Custodian. |
ARTICLE II
APPOINTMENT OF CUSTODIAN
| |
2.1. |
Appointment.
The Trust hereby appoints the Custodian as custodian of all Securities and
cash owned by or in the possession of the Fund at any time during the
period of this Agreement, on the terms and conditions set forth in this
Agreement including any addendum hereto which is incorporated herein and
made a part of this Agreement, and the Custodian hereby accepts such
appointment and agrees to perform the services and duties set forth in
this Agreement. |
-3-
| |
2.2. |
Documents
to be Furnished. The following documents, including any amendments
thereto, will be provided contemporaneously with the execution of the
Agreement to the Custodian by the Trust: |
| |
(a) |
A
copy of the Declaration of Trust certified by the Secretary; |
| |
(b) |
A
copy of the Bylaws of the Trust certified by the Secretary; |
| |
(c) |
A
copy of the resolution of the Board of Trustees of the Trust appointing the
Custodian, certified by the Secretary; |
| |
(d) |
A
copy of the then current Prospectus of the Fund; and |
| |
(e) |
A
certification of the Chairman and Secretary of the Trust setting forth the
names and signatures of the current Officers of the Trust and other
Authorized Persons. |
| |
2.3. |
Notice
of Appointment of Dividend and Transfer Agent. The Trust agrees to
notify the Custodian in writing of the appointment, termination or change
in appointment of any Dividend and Transfer Agent of the Fund. |
ARTICLE III
CUSTODY OF
CASH AND SECURITIES
| |
3.1. |
Segregation.
All Securities and non-cash property held by the Custodian for the account
of the Fund (other than Securities maintained in a Securities Depository
or Book-Entry System) shall be physically segregated from other Securities
and non-cash property in the possession of the Custodian (including the
Securities and non-cash property of the other series of the Trust) and shall
be identified as subject to this Agreement. |
| |
3.2. |
Fund
Custody Accounts. As to each Fund, the Custodian shall open and
maintain in its trust department a custody account in the name of the
Trust coupled with the name of the Fund, subject only to draft or order of
the Custodian, in which the Custodian shall enter and carry all
Securities, cash and other assets of such Fund which are delivered to it. |
| |
3.3. |
Appointment
of Agents. |
| |
(a) |
In
its discretion, the Custodian may appoint one or more Sub-Custodians to act
as Securities Depositories or as sub-custodians to hold Securities and
cash of the Fund and to carry out such other provisions of this Agreement
and any Addendum as it may determine, provided, however, that the
appointment of any such agents and maintenance of any Securities and cash
of the Fund shall be at the Custodian’s expense and shall not relieve
the Custodian of any of its obligations or liabilities under this
Agreement. The Custodian shall be liable for the actions of any
Sub-Custodians appointed by it as if such actions had been done by the
Custodian. |
-4-
| |
(b) |
If,
after the initial approval of Sub-Custodians by the Board of Trustees in
connection with this Agreement, the Custodian wishes to appoint other
Sub-Custodians to hold property of the Fund, it will so notify the Trust
and provide it with information reasonably necessary to determine any such
new Sub-Custodian’s eligibility under Rule 17f-5 under the 1940
Act, including a copy of the proposed agreement with such Sub-Custodian.
The Trust shall at the meeting of the Board of Trustees next following
receipt of such notice and information give a written approval or
disapproval of the proposed action. |
| |
(c) |
The
Agreement between the Custodian and each Sub-Custodian acting hereunder
shall contain the required provisions set forth in Rule 17f-5(c)(2). |
| |
(d) |
At
the end of each calendar quarter, and at any other time as the Board of
Directors shall deem necessary and reasonable, the Custodian shall provide
written reports notifying the Board of Trustees of the placement of the
Securities and cash of the Fund with a particular Sub-Custodian and of any
material changes in the Fund’s arrangements. The Custodian shall
promptly take such steps as may be required to withdraw assets of the Fund
from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5
under the 1940 Act. |
| |
(e) |
With
respect to its responsibilities under this Section 3.3, the Custodian
hereby warrants to the Trust that it agrees to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of property of the Fund. The Custodian further warrants that a
Fund’s assets will be subject to reasonable care, based on the
standards applicable to custodians in the relevant market, if maintained
with each Sub-Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation: (i) the
Sub-Custodian’s practices, procedures, and internal controls, for
certificated securities (if applicable), the method of keeping custodial
records, and the security and data protection practices; (ii) whether
the Sub-Custodian has the requisite financial strength to provide
reasonable care for Fund assets; (iii) the Sub-Custodian’s
general reputation and standing and, in the case of a Securities
Depository, the Securities Depository’s operating history and number
of participants; and (iv) whether the Fund will have jurisdiction
over and be able to enforce judgments against the Sub-Custodian, such as
by virtue of the existence of any offices of the Sub-Custodian in the
United States or the Sub-Custodian’s consent to service of process in
the United States. |
-5-
| |
(f) |
The
Custodian shall establish a system to monitor the appropriateness of
maintaining the Fund’s assets with a particular Sub-Custodian and the
contract governing the Fund’s arrangements with such Sub-Custodian. |
| |
3.4. |
Delivery
of Assets to Custodian. The Trust shall deliver, or cause to be
delivered, to the Custodian all of the Fund’s Securities, cash and
other investment assets, including (a) all payments of income,
payments of principal and capital distributions received by the Fund with
respect to such Securities, cash or other assets owned by the Fund at any
time during the period of this Agreement, and (b) all cash received
by the Fund for the issuance, at any time during such period, of Shares.
The Custodian shall not be responsible for such Securities, cash or other
assets until actually received by it. |
| |
3.5. |
Securities
Depositories and Book-Entry Systems. The Custodian may deposit and/or
maintain Securities of the Fund in a Securities Depository or in a
Book-Entry System, subject to the following provisions: |
| |
(a) |
The
Custodian, on an on-going basis, shall deposit in a Securities Depository or
Book-Entry System all Securities eligible for deposit therein and shall
make use of such Securities Depository or Book-Entry System to the extent
possible and practical in connection with its performance hereunder,
including, without limitation, in connection with settlements of purchases
and sales of Securities, loans of Securities, and deliveries and returns
of collateral consisting of Securities. |
| |
(b) |
Securities
of the Fund kept in a Book-Entry System or Securities Depository shall be
kept in an account (“Depository Account”) of the Custodian in
such Book-Entry System or Securities Depository which includes only assets
held by the Custodian as a fiduciary, custodian or otherwise for
customers. |
| |
(c) |
The
records of the Custodian with respect to Securities of the Fund maintained
in a Book-Entry System or Securities Depository shall, by book-entry,
identify such Securities as belonging to the Fund. |
| |
(d) |
If
Securities purchased by the Fund are to be held in a Book-Entry System or
Securities Depository, the Custodian shall pay for such Securities upon
(i) receipt of advice from the Book-Entry System or Securities
Depository that such Securities have been transferred to the Depository
Account, and (ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the account of the
Fund. If Securities sold by the Fund are held in a Book-Entry System or
Securities Depository, the Custodian shall transfer such Securities upon
(1) receipt of advice from the Book-Entry System or Securities
Depository that payment for such Securities has been transferred to the
Depository Account, and (2) the making of an entry on the records of
the Custodian to reflect such transfer and payment for the account of the
Fund. |
-6-
| |
(e) |
The
Custodian shall provide the Trust with copies of any report (obtained by the
Custodian from a Book-Entry System or Securities Depository in which
Securities of the Fund are kept) on the internal accounting controls and
procedures for safeguarding Securities deposited in such Book-Entry System
or Securities Depository. |
| |
(f) |
Anything
to the contrary in this Agreement notwithstanding, the Custodian shall be
liable to the Trust for any loss or damage to the Fund resulting (i) from
the use of a Book-Entry System or Securities Depository by reason of any
negligence or willful misconduct on the part of Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above or any of its
or their employees, or (ii) from failure of Custodian or any such
Sub-Custodian to enforce effectively such rights as it may have against a
Book-Entry System or Securities Depository. At its election, the Trust
shall be subrogated to the rights of the Custodian with respect to any
claim against a Book-Entry System or Securities Depository or any other
person from any loss or damage to the Fund arising from the use of such
Book-Entry System or Securities Depository, if and to the extent that the
Fund has not been made whole for any such loss or damage. |
| |
(g) |
With
respect to its responsibilities under this Section 3.5 and pursuant to
Rule 17f 4 under the 1940 Act, the Custodian hereby warrants to the
Trust that it agrees to (i) exercise due care in accordance with
reasonable commercial standards in discharging its duty as a securities
intermediary to obtain and thereafter maintain such assets; (ii) provide,
promptly upon request by the Trust, such reports as are available
concerning the Custodian’s internal accounting controls and financial
strength; and (iii) require any Sub-Custodian to exercise due care in
accordance with reasonable commercial standards in discharging its duty as
a securities intermediary to obtain and thereafter maintain assets
corresponding to the security entitlements of its entitlement holders. |
| |
3.6. |
Disbursement
of Moneys from Fund Custody Account. Upon receipt of Proper
Instructions, the Custodian shall disburse moneys from the Fund Custody
Account but only in the following cases: |
| |
(a) |
For
the purchase of Securities for the Fund but only in accordance with Section 4.1
of this Agreement and only (i) in the case of Securities (other than
options on Securities, futures contracts and options on futures
contracts), against the delivery to the Custodian (or any Sub-Custodian
appointed pursuant to Section 3.3 above) of such Securities
registered as provided in Section 3.9 below or in proper form for
transfer, or if the purchase of such Securities is effected through a
Book-Entry System or Securities Depository, in accordance with the
conditions set forth in Section 3.5 above; (ii) in the case of
options on Securities, against delivery to the Custodian (or such
Sub-Custodian) of such receipts as are required by the customs prevailing
among dealers in such options; (iii) in the case of futures contracts
and options on futures contracts, against delivery to the Custodian (or
such Sub-Custodian) of evidence of title thereto in favor of the Fund or
any nominee referred to in Section 3.9 below; and (iv) in the
case of repurchase or reverse repurchase agreements entered into between
the Trust and a bank which is a member of the Federal Reserve System or
between the Trust and a primary dealer in U.S. Government securities,
against delivery of the purchased Securities either in certificate form or
through an entry crediting the Custodian’s account at a Book-Entry
System or Securities Depository with such Securities; |
-7-
| |
(b) |
In
connection with the conversion, exchange or surrender, as set forth in
Section 3.7(f) below, of Securities owned by the Fund; |
| |
(c) |
For
the payment of any dividends or capital gain distributions declared by the
Fund; |
| |
(d) |
In
payment of the redemption price of Shares as provided in Section 5.1
below; |
| |
(e) |
For
the payment of any expense or liability incurred by the Fund, including,
without limitation, the following payments for the account of the Fund:
interest; taxes; administration, investment advisory, accounting,
auditing, transfer agent, custodian, director and legal fees; and other
operating expenses of the Fund; in all cases, whether or not such expenses
are to be in whole or in part capitalized or treated as deferred expenses; |
| |
(f) |
For
transfer in accordance with the provisions of any agreement among the Trust,
the Custodian and a broker-dealer registered under the 1934 Act and a
member of the NASD, relating to compliance with rules of The Options
Clearing Corporation and of any registered national securities exchange
(or of any similar organization or organizations) regarding escrow or
other arrangements in connection with transactions by the Fund; |
| |
(g) |
For
transfer in accordance with the provision of any agreement among the Trust,
the Custodian, and a futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market (or any
similar organization or organizations) regarding account deposits in
connection with transactions by the Fund; |
| |
(h) |
For
the funding of any uncertificated time deposit or other interest-bearing
account with any banking institution (including the Custodian), which
deposit or account has a term of one year or less; and |
| |
(i) |
For
any other proper purpose, but only upon receipt, in addition to Proper
Instructions, of a copy of a resolution of the Board of Trustees,
certified by an Officer, specifying the amount and purpose of such
payment, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is to be made. |
-8-
| |
3.7. |
Delivery
of Securities from Fund Custody Account. Upon receipt of Proper
Instructions, the Custodian shall release and deliver Securities from the
Fund Custody Account but only in the following cases: |
| |
(a) |
Upon
the sale of Securities for the account of the Fund but only against receipt
of payment therefor in cash, by certified or cashiers check or bank
credit; |
| |
(b) |
In
the case of a sale effected through a Book-Entry System or Securities
Depository, in accordance with the provisions of Section 3.5 above; |
| |
(c) |
To
an offeror’s depository agent in connection with tender or other similar
offers for Securities of the Fund; provided that, in any such case, the
cash or other consideration is to be delivered to the Custodian; |
| |
(d) |
To
the issuer thereof or its agent (i) for transfer into the name of the
Fund, the Custodian or any Sub-Custodian appointed pursuant to Section 3.3
above, or of any nominee or nominees of any of the foregoing, or (ii) for
exchange for a different number of certificates or other evidence
representing the same aggregate face amount or number of units; provided
that, in any such case, the new Securities are to be delivered to the
Custodian; |
| |
(e) |
To
the broker selling Securities, for examination in accordance with the
“street delivery” custom; |
| |
(f) |
For
exchange or conversion pursuant to any plan or merger, consolidation,
recapitalization, reorganization or readjustment of the issuer of such
Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or
receipt of underlying Securities in connection with the issuance or
cancellation of depository receipts; provided that, in any such case, the
new Securities and cash, if any, are to be delivered to the Custodian; |
| |
(g) |
Upon
receipt of payment therefor pursuant to any repurchase or reverse
repurchase agreement entered into by the Fund; |
| |
(h) |
In
the case of warrants, rights or similar Securities, upon the exercise
thereof, provided that, in any such case, the new Securities and cash, if
any, are to be delivered to the Custodian; |
| |
(i) |
For
delivery in connection with any loans of Securities of the Fund, but only
against receipt of such collateral as the Trust shall have specified to
the Custodian in Proper Instructions; |
-9-
| |
(j) |
For
delivery as security in connection with any borrowings by the Fund requiring
a pledge of assets by the Trust, but only against receipt by the Custodian
of the amounts borrowed; |
| |
(k) |
Pursuant
to any authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Trust; |
| |
(l) |
For
delivery in accordance with the provisions of any agreement among the Trust,
the Custodian and a broker-dealer registered under the 1934 Act and a
member of the NASD, relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange
(or of any similar organization or organizations) regarding escrow or
other arrangements in connection with transactions by the Fund; |
| |
(m) |
For
delivery in accordance with the provisions of any agreement among the Trust,
the Custodian, and a futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market (or any
similar organization or organizations) regarding account deposits in
connection with transactions by the Fund; or |
| |
(n) |
For
any other proper corporate purpose, but only upon receipt, in addition to
Proper Instructions, of a copy of a resolution of the Board of Trustees,
certified by an Officer, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose, and naming the person or
persons to whom delivery of such Securities shall be made. |
| |
3.8. |
Actions
Not Requiring Proper Instructions. Unless otherwise instructed by the
Trust, the Custodian shall with respect to all Securities held for the Fund: |
| |
(a) |
Subject
to Section 7.4 below, collect on a timely basis all income and other
payments to which the Fund is entitled either by law or pursuant to custom
in the securities business; |
| |
(b) |
Present
for payment and, subject to Section 7.4 below, collect on a timely
basis the amount payable upon all Securities which may mature or be
called, redeemed, or retired, or otherwise become payable; |
| |
(c) |
Endorse
for collection, in the name of the Fund, checks, drafts and other
negotiable instruments; |
| |
(d) |
Surrender
interim receipts or Securities in temporary form for Securities in
definitive form; |
| |
(e) |
Execute,
as custodian, any necessary declarations or certificates of ownership
under the federal income tax laws or the laws or regulations of any other
taxing authority now or hereafter in effect, and prepare and submit
reports to the Internal Revenue Service (“IRS”) and to the Trust
at such time, in such manner and containing such information as is
prescribed by the IRS; |
-10-
| |
(f) |
Hold
for the Fund, either directly or, with respect to Securities held therein,
through a Book-Entry System or Securities Depository, all rights and
similar securities issued with respect to Securities of the Fund; and |
| |
(g) |
In
general, and except as otherwise directed in Proper Instructions, attend to
all non-discretionary details in connection with the sale, exchange,
substitution, purchase, transfer and other dealings with Securities and
assets of the Fund. |
| |
3.9. |
Registration
and Transfer of Securities. All Securities held for the Fund that are
issued or issuable only in bearer form shall be held by the Custodian in
that form, provided that any such Securities shall be held in a Book-Entry
System if eligible therefor. All other Securities held for the Fund may be
registered in the name of the Fund, the Custodian, or any Sub-Custodian
appointed pursuant to Section 3.3 above, or in the name of any
nominee of any of them, or in the name of a Book-Entry System, Securities
Depository or any nominee of either thereof. The Trust shall 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 any of
the nominees hereinabove referred to or in the name of a Book-Entry System
or Securities Depository, any Securities registered in the name of the
Fund. |
| |
(a) |
The
Custodian shall maintain, for the Fund, complete and accurate records with
respect to Securities, cash or other property held for the Fund, including
(i) journals or other records of original entry containing an
itemized daily record in detail of all receipts and deliveries of
Securities and all receipts and disbursements of cash; (ii) ledgers
(or other records) reflecting (1) Securities in transfer, (2) Securities
in physical possession, (3) monies and Securities borrowed and monies
and Securities loaned (together with a record of the collateral therefor
and substitutions of such collateral), (4) dividends and interest
received, and (5) dividends receivable and interest receivable; and
(iii) canceled checks and bank records related thereto. The Custodian
shall keep such other books and records of the Fund as the Trust shall
reasonably request, or as may be required by the 1940 Act, including,
without limitation, Section 31 of the 1940 Act and Rule 31a-2
promulgated thereunder. |
| |
(b) |
All
such books and records maintained by the Custodian shall (i) be
maintained in a form acceptable to the Trust and in compliance with rules
and regulations of the Securities and Exchange Commission, (ii) be
the property of the Trust and at all times during the regular business
hours of the Custodian be made available upon request for inspection by
duly authorized officers, employees or agents of the Trust and employees
or agents of the Securities and Exchange Commission, and (iii) if
required to be maintained by Rule 31a-1 under the 1940 Act, be preserved
for the periods prescribed in Rules 31a 1 and 31a-2 under the 1940 Act. |
-11-
| |
3.11. |
Fund
Reports by Custodian. The Custodian shall furnish the Trust with a
daily activity statement and a summary of all transfers to or from each
Fund Custody Account on the day following such transfers. At least monthly
and from time to time, the Custodian shall furnish the Trust with a
detailed statement of the Securities and moneys held by the Custodian and
the Sub-Custodians for the Fund under this Agreement. |
| |
3.12. |
Other
Reports by Custodian. The Custodian shall provide the Trust with such
reports, as the Trust may reasonably request from time to time, on the
internal accounting controls and procedures for safeguarding Securities,
which are employed by the Custodian or any Sub-Custodian appointed
pursuant to Section 3.3 above. |
| |
3.13. |
Proxies
and Other Materials. The Custodian shall cause all proxies relating to
Securities which are not registered in the name of the Fund, to be
promptly executed by the registered holder of such Securities, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Trust such proxies, all proxy soliciting materials
and all notices relating to such Securities. |
| |
3.14. |
Information
on Corporate Actions. The Custodian shall promptly deliver to the
Trust all information received by the Custodian and pertaining to Securities
being held by the Fund with respect to optional tender or exchange offers,
calls for redemption or purchase, or expiration of rights as described in
the Standards of Service Guide attached as Exhibit B.
If the Trust desires to take action with respect to any tender offer,
exchange offer or other similar transaction, the Trust shall notify the
Custodian at least five Business Days prior to the date on which the
Custodian is to take such action. The Trust will provide or cause to be
provided to the Custodian all relevant information for any Security which
has unique put/option provisions at least five Business Days prior to the
beginning date of the tender period. |
ARTICLE IV
PURCHASE
AND SALE OF INVESTMENTS OF THE FUND
| |
4.1. |
Purchase
of Securities. Promptly upon each purchase of Securities for the Fund,
Written Instructions shall be delivered to the Custodian, specifying (a) the
name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and
accrued interest, if any) or other units purchased, (c) the date of
purchase and settlement, (d) the purchase price per unit, (e) the
total amount payable upon such purchase, and (f) the name of the
person to whom such amount is payable. The Custodian shall upon receipt of
such Securities purchased by the Fund pay out of the moneys held for the
account of the Fund the total amount specified in such Written
Instructions to the person named therein. The Custodian shall not be under
any obligation to pay out moneys to cover the cost of a purchase of
Securities for the Fund, if in the Fund Custody Account there is
insufficient cash available to the Fund for which such purchase was made. |
-12-
| |
4.2. |
Liability
for Payment in Advance of Receipt of Securities Purchased. In any and
every case where payment for the purchase of Securities for the Fund is
made by the Custodian in advance of receipt of the Securities purchased
but in the absence of specified Written Instructions to so pay in advance,
the Custodian shall be liable to the Fund for such Securities. |
| |
4.3. |
Sale
of Securities. Promptly upon each sale of Securities by the Fund,
Written Instructions shall be delivered to the Custodian, specifying
(a) the name of the issuer or writer of such Securities, and the
title or other description thereof, (b) the number of shares,
principal amount (and accrued interest, if any), or other units sold, (c) the
date of sale and settlement, (d) the sale price per unit, (e) the
total amount payable upon such sale, and (f) the person to whom such
Securities are to be delivered. Upon receipt of the total amount payable
to the Fund as specified in such Written Instructions, the Custodian shall
deliver such Securities to the person specified in such Written
Instructions. Subject to the foregoing, the Custodian may accept payment
in such form as shall be satisfactory to it, and may deliver Securities
and arrange for payment in accordance with the customs prevailing among
dealers in Securities. |
| |
4.4. |
Delivery
of Securities Sold. Notwithstanding Section 4.3 above or any
other provision of this Agreement, the Custodian, when instructed to deliver
Securities against payment, shall be entitled, if in accordance with
generally accepted market practice, to deliver such Securities prior to
actual receipt of final payment therefor. In any such case, the Fund shall
bear the risk that final payment for such Securities may not be made or
that such Securities may be returned or otherwise held or disposed of by
or through the person to whom they were delivered, and the Custodian shall
have no liability for any for the foregoing. |
| |
4.5. |
Payment
for Securities Sold, etc. In its sole discretion and from time to
time, the Custodian may credit the Fund Custody Account, prior to actual
receipt of final payment thereof, with (a) proceeds from the sale of
Securities which it has been instructed to deliver against payment, (b) proceeds
from the redemption of Securities or other assets of the Fund, and (c) income
from cash, Securities or other assets of the Fund. Any such credit shall
be conditional upon actual receipt by Custodian of final payment and may
be reversed if final payment is not actually received in full. The
Custodian may, in its sole discretion and from time to time, permit the
Fund to use funds so credited to the Fund Custody Account in anticipation
of actual receipt of final payment. Any such funds shall be repayable
immediately upon demand made by the Custodian at any time prior to the
actual receipt of all final payments in anticipation of which funds were
credited to the Fund Custody Account. |
-13-
| |
4.6. |
Advances
by Custodian for Settlement. The Custodian may, in its sole discretion
and from time to time, advance funds to the Trust to facilitate the
settlement of a Fund’s transactions in the Fund Custody Account. Any
such advance shall be repayable immediately upon demand made by Custodian. |
ARTICLE V
REDEMPTION
OF FUND SHARES
| |
5.1. |
Transfer
of Funds. From such funds as may be available for the purpose in the
relevant Fund Custody Account, and upon receipt of Proper Instructions
specifying that the funds are required to redeem Shares of the Fund, the
Custodian shall wire each amount specified in such Proper Instructions to
or through such bank as the Trust may designate with respect to such
amount in such Proper Instructions. |
| |
5.2. |
No
Duty Regarding Paying Banks. Once the Custodian has wired amounts to a
bank or broker dealer pursuant to Section 5.1 above, the Custodian
shall not be under any obligation to effect any further payment or
distribution by such bank or broker dealer. |
ARTICLE VI
SEGREGATED
ACCOUNTS
Upon
receipt of Proper Instructions, the Custodian shall establish and maintain a segregated
account or accounts for and on behalf of the Fund, into which account or accounts may be
transferred cash and/or Securities, including Securities maintained in a Depository
Account,
| |
(a) |
in
accordance with the provisions of any agreement among the Trust, the
Custodian and a broker-dealer registered under the 1934 Act and a
member of the NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other arrangements
in connection with transactions by the Fund, |
| |
(b) |
for
purposes of segregating cash or Securities in connection with securities
options purchased or written by the Fund or in connection with
financial futures contracts (or options thereon) purchased or sold by
the Fund, |
| |
(c) |
which
constitute collateral for loans of Securities made by the Fund, |
-14-
| |
(d) |
for
purposes of compliance by the Fund with requirements under the 1940 Act for
the maintenance of segregated accounts by registered investment
companies in connection with reverse repurchase agreements and
when-issued, delayed delivery and firm commitment transactions, and |
| |
(e) |
for
other proper corporate purposes, but only upon receipt of, in addition to
Proper Instructions, a certified copy of a resolution of the Board of
Trustees, certified by an Officer, setting forth the purpose or
purposes of such segregated account and declaring such purposes to be
proper corporate purposes. |
Each
segregated account established under this Article VI shall be established and maintained
for the Fund only. All Proper Instructions relating to a segregated account shall specify
the Fund.
ARTICLE VII
CONCERNING
THE CUSTODIAN
| |
7.1. |
Standard
of Care. The Custodian shall be held to the exercise of reasonable
care in carrying out its obligations under this Agreement, and shall be
without liability to the Trust or any Fund for any loss, damage, cost,
expense (including attorneys’ fees and disbursements), liability or
claim unless such loss, damage, cost, expense, liability or claim arises
from negligence, bad faith or willful misconduct on its part or on the
part of any Sub-Custodian appointed pursuant to Section 3.3 above.
The Custodian shall be entitled to rely on and may act upon advice of
counsel on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. The Custodian shall
promptly notify the Trust of any action taken or omitted by the Custodian
pursuant to advice of counsel. The Custodian shall not be under any
obligation at any time to ascertain whether the Trust or the Fund is in
compliance with the 1940 Act, the regulations thereunder, the provisions
of the Trust’s charter documents or by-laws, or its investment
objectives and policies as then in effect. |
| |
7.2. |
Actual
Collection Required. The Custodian shall not be liable for, or
considered to be the custodian of, any cash belonging to the Fund or any
money represented by a check, draft or other instrument for the payment of
money, until the Custodian or its agents actually receive such cash or
collect on such instrument. |
| |
7.3. |
No
Responsibility for Title, etc. So long as and to the extent that it is
in the exercise of reasonable care, the 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. |
| |
7.4. |
Limitation
on Duty to Collect. Custodian shall not be required to enforce
collection, by legal means or otherwise, of any money or property due and
payable with respect to Securities held for the Fund if such Securities
are in default or payment is not made after due demand or presentation. |
-15-
| |
7.5. |
Reliance
Upon Documents and Instructions. The Custodian shall be entitled to
rely upon any certificate, notice or other instrument in writing received by
it and reasonably believed by it to be genuine. The Custodian shall be
entitled to rely upon any Oral Instructions and any Written Instructions
actually received by it pursuant to this Agreement. |
| |
7.6. |
Express
Duties Only. The 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 the Custodian. |
| |
7.7. |
Co-operation.
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Trust to keep the books of account of
the Fund and/or compute the value of the assets of the Fund. The Custodian
shall take all such reasonable actions as the Trust may from time to time
request to enable the Trust to obtain, from year to year, favorable
opinions from the Trust’s independent accountants with respect to the
Custodian’s activities hereunder in connection with (a) the
preparation of the Trust’s reports on Form N 1A and Form N SAR and
any other reports required by the Securities and Exchange Commission, and
(b) the fulfillment by the Trust of any other requirements of the
Securities and Exchange Commission. |
ARTICLE VIII
INDEMNIFICATION
| |
8.1. |
Indemnification
by Trust. The Trust shall indemnify and hold harmless the Custodian
and any Sub-Custodian appointed pursuant to Section 3.3 above, and
any nominee of the Custodian or of such Sub-Custodian, from and against any
loss, damage, cost, expense (including attorneys’ fees and
disbursements), liability (including, without limitation, liability
arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, and
any state or foreign securities and/or banking laws) or claim arising
directly or indirectly (a) from the fact that Securities are
registered in the name of any such nominee, or (b) from any action or
inaction by the Custodian or such Sub-Custodian (i) at the request or
direction of or in reliance on the advice of the Trust, or (ii) upon
Proper Instructions, or (c) generally, from the performance of its
obligations under this Agreement or any sub-custody agreement with a
Sub-Custodian appointed pursuant to Section 3.3 above, provided that
neither the Custodian nor any such Sub-Custodian shall be indemnified and
held harmless from and against any such loss, damage, cost, expense,
liability or claim arising from the Custodian’s or such Sub-Custodian’s
negligence, bad faith or willful misconduct. |
| |
8.2. |
Indemnification
by Custodian. The Custodian shall indemnify and hold harmless the
Trust from and against any loss, damage, cost, expense (including attorneys’ fees
and disbursements), liability (including without limitation, liability
arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, and
any state or foreign securities and/or banking laws) or claim arising from
the negligence, bad faith or willful misconduct of the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above, or any nominee
of the Custodian or of such Sub-Custodian. |
-16-
| |
8.3. |
Indemnity
to be Provided. If the Trust requests the Custodian to take any action
with respect to Securities, which may, in the opinion of the Custodian,
result in the Custodian or its nominee becoming liable for the payment of
money or incurring liability of some other form, the Custodian shall not
be required to take such action until the Trust shall have provided
indemnity therefor to the Custodian in an amount and form satisfactory to
the Custodian. |
| |
8.4. |
Security.
If the Custodian advances cash or Securities to the Fund for any purpose,
either at the Trust’s request or as otherwise contemplated in this
Agreement, or in the event that the Custodian or its nominee incurs, in
connection with its performance under this Agreement, any loss, damage,
cost, expense (including attorneys’ fees and disbursements),
liability or claim (except such as may arise from its or its nominee’s
negligence, bad faith or willful misconduct), then, in any such event, any
property at any time held for the account of the Fund shall be security
therefor, and should the Fund fail promptly to repay or indemnify the
Custodian, the Custodian shall be entitled to utilize available cash of
such Fund and to dispose of other assets of such Fund to the extent
necessary to obtain reimbursement or indemnification. |
ARTICLE IX
FORCE
MAJEURE
Neither
the Custodian nor the Trust shall 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; acts of terrorism;
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 (i) shall not
discriminate against the Fund in favor of any other customer of the Custodian in making
computer time and personnel available to input or process the transactions contemplated by
this Agreement and (ii) shall use its best efforts to ameliorate the effects of any
such failure or delay.
ARTICLE X
EFFECTIVE
PERIOD; TERMINATION
| |
10.1. |
Effective
Period. This Agreement shall become effective as of its execution and
shall continue in full force and effect until terminated as hereinafter
provided. |
-17-
| |
10.2. |
Termination.
Either party hereto may terminate this Agreement by giving to the other
party a notice in writing specifying the date of such termination, which
shall be not less than sixty (60) days after the date of the giving
of such notice. If a successor custodian shall have been appointed by the
Board of Trustees, the Custodian shall, upon receipt of a notice of
acceptance by the successor custodian, on such specified date of
termination (a) deliver directly to the successor custodian all
Securities (other than Securities held in a Book-Entry System or
Securities Depository) and cash then owned by the Fund and held by the
Custodian as custodian, and (b) transfer any Securities held in a
Book-Entry System or Securities Depository to an account of or for the
benefit of the Fund at the successor custodian, provided that the Trust
shall have paid to the Custodian all fees, expenses and other amounts to
the payment or reimbursement of which it shall then be entitled. Upon such
delivery and transfer, the Custodian shall be relieved of all obligations
under this Agreement. The Trust may at any time immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for
the Custodian by regulatory authorities or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. |
| |
10.3. |
Failure
to Appoint Successor Custodian. If a successor custodian is not
designated by the Trust on or before the date of termination specified
pursuant to Section 10.1 above, then the Custodian shall have the
right to deliver to a bank or corporation company of its own selection,
which (a) is a “bank” as defined in the 1940 Act and (b) has
aggregate capital, surplus and undivided profits as shown on its then most
recent published report of not less than $25 million, all Securities, cash
and other property held by Custodian under this Agreement and to transfer
to an account of or for the Fund at such bank or trust company all
Securities of the Fund held in a Book-Entry System or Securities
Depository. Upon such delivery and transfer, such bank or trust company
shall be the successor custodian under this Agreement and the Custodian
shall be relieved of all obligations under this Agreement. |
ARTICLE XI
COMPENSATION OF CUSTODIAN
The
Custodian shall be entitled to compensation as agreed upon from time to time by the Trust
and the Custodian. The fees and other charges in effect on the date hereof and applicable
to the Fund are set forth in Exhibit D attached hereto.
ARTICLE XII
LIMITATION OF LIABILITY
It
is expressly agreed that the obligations of the Trust hereunder shall not be binding upon
any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust
personally, but shall bind only the property of the Trust as provided in the Trust’s
Declaration of Trust, as from time to time amended. The execution and delivery of this
Agreement have been authorized by the Trustees, and this Agreement has been signed and
delivered by an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of the Trust as provided in the
above-mentioned Declaration of Trust.
-18-
ARTICLE XIII
NOTICES
Any
notice required or permitted to be given by either party to the other shall be in writing
and shall be deemed to have been given on the date delivered personally or by courier
service, or three (3) days after sent by registered or certified mail, postage
prepaid, return receipt requested, or on the date sent and confirmed received by facsimile
transmission to the other party’s address set forth below:
Notice
to the Trust shall be sent to:
and
notice to the Custodian shall be sent to:
| |
U.S.
Bank National Association
000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX
Xxxxxxxxxx, Xxxx
00000
Attention: Mutual Fund Custody Services
Facsimile: (000) 000-0000 |
or at such other address as either
party shall have provided to the other by notice given in accordance with this Article
XIII.
ARTICLE XIV
MISCELLANEOUS
| |
14.1. |
Governing
Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio. |
| |
14.2. |
References
to Custodian. The Trust shall not circulate any printed matter which
contains any reference to Custodian without the prior written approval of
Custodian, excepting printed matter contained in the prospectus or
statement of additional information for the Fund and such other printed
matter as merely identifies Custodian as custodian for the Fund. The Trust
shall submit printed matter requiring approval to Custodian in draft form,
allowing sufficient time for review by Custodian and its counsel prior to
any deadline for printing. |
-19-
| |
14.3. |
No
Waiver. No failure by either party hereto to exercise, and no delay by
such party in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by either party hereto of any right hereunder shall
not preclude the exercise of any other right, and the remedies provided
herein are cumulative and not exclusive of any remedies provided at law or
in equity. |
| |
14.4. |
Amendments.
This Agreement cannot be changed orally and no amendment to this Agreement
shall be effective unless evidenced by an instrument in writing executed
by the parties hereto. |
| |
14.5. |
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. |
| |
14.6. |
Severability.
If any provision of this Agreement shall be invalid, illegal or
unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions shall not be
affected or impaired thereby. |
| |
14.7. |
Successors
and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be assignable by
either party hereto without the written consent of the other party hereto. |
| |
14.8. |
Headings.
The headings of sections in this Agreement are for convenience of
reference only and shall not affect the meaning or construction of any
provision of this Agreement. |
| |
14.9. |
Entire
Agreement. This Agreement and any addendums hereto constitute the
entire agreement of the parties with respect to the subject matter hereof
and supersedes all prior agreements, arrangements and understandings,
whether written or oral. |
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a
duly authorized officer on one or more counterparts as of the date first above written.
-20-
EXHIBIT A
AUTHORIZED PERSONS
Set
forth below are the names and specimen signatures of the persons authorized by the Trust
to administer the Fund Custody Accounts.
| Authorized Persons |
Specimen Signatures |
President: |
/s/ Xxxx X. Xxxxxx
|
Secretary: |
|
Treasurer: |
|
Vice President |
|
Adviser Employees: |
|
|
|
|
|
|
|
Transfer Agent/Fund Accountant Employees: |
|
|
|
|
|
|
|
|
|
-21-
EXHIBIT B
USBank Institutional
Custody Services
Standards of Service Guide
USBank,
N.A. is committed to providing superior quality service to all customers and their agents
at all times. We have compiled this guide as a tool for our clients to determine our
standards for the processing of security settlements, payment collection, and capital
change transactions. Deadlines recited in this guide represent the times required for
USBank to guarantee processing. Failure to meet these deadlines will result in settlement
at our client’s risk. In all cases, USBank will make every effort to complete all
processing on a timely basis.
USBank
is a direct participant of the Depository Trust Company, a direct member of the Federal
Reserve Bank of Cleveland, and utilizes the Bank of New York as its agent for ineligible
and foreign securities.
For
corporate reorganizations, USBank utilizes SEI’s Reorg Source, Financial Information,
Inc., XCITEK, DTC Important Notices, Capital Changes Daily (CCH) and the Wall
Street Journal.
For
bond calls and mandatory puts, USBank utilizes SEI’s Bond Source, Xxxxx Information
Systems, Standard & Poor’s Corporation, XCITEK, and DTC Important Notices. USBank
will not notify clients of optional put opportunities.
Any
securities delivered free to USBank or its agents must be received three (3) business
days prior to any payment or settlement in order for the USBank standards of service to
apply.
Should
you have any questions regarding the information contained in this guide, please feel free
to contact your account representative.
| |
The
information contained in this Standards of Service Guide is subject to change.
Should any changes be made, USBank will provide you with an updated copy of its
Standards of Service Guide. |
-22-
USBank Security
Settlement Standards
| Transaction Type |
Instructions Deadlines* |
Delivery Instructions |
DTC |
1:30 P.M. on Settlement Date |
DTC Participant #0000 |
|
|
Xxxxx Xxxx XX 00000 |
|
|
Institutional #________________ |
|
|
For Account #____________ |
Federal Reserve Book Entry |
12:30 P.M. on Settlement Date |
Federal Reserve Bank of Cleveland |
|
|
for Firstar Bank, N.A. ABA# 000000000 |
|
|
CINTI/1050 For Account #_____________ |
Federal Reserve Book Entry (Repurchase |
1:00 P.M. on Settlement Date |
Federal Reserve Bank of Cleveland |
| Agreement Collateral Only) |
|
for Firstar Bank, N.A. ABA# 000000000 |
|
|
CINTI/1040 |
|
|
For Account #_____________ |
PTC Securities (GNMA Book Entry) |
12:00 P.M. on Settlement Date |
PTC For Account BYORK |
|
|
Firstar Bank / 117612 |
Physical Securities |
9:30 A.M. EST on Settlement Date (for |
Bank of New York |
|
Deliveries, by 4:00 P.M. on |
One Wall Street- 3rd Floor - Window A |
|
Settlement Date minus 1) |
Xxx Xxxx, XX 00000 |
|
|
For account of Firstar Bank / Cust #117612 |
|
|
Attn: Xxxxxx Xxxxxx |
CEDEL/EURO-CLEAR |
11:00 A.M. on Settlement Date minus 2 |
Cedel a/c 55021 |
|
|
FFC: a/c 387000 |
|
|
Firstar Bank /Global Omnibus |
|
|
Euroclear a/c 97816 |
|
|
FFC: a/c 387000 |
|
|
Firstar Bank/Global Omnibus |
Cash Wire Transfer |
3:00 P.M. |
Firstar Bank, X.X. Xxxxx/Trust ABA# |
|
|
000000000 |
|
|
Credit Account #112950027 |
|
|
Account of Firstar Trust Services |
|
|
Further Credit to ___________ |
|
|
Account # _______________ |
| * |
All
times listed are Eastern Standard Time. USBank Payment Standards |
-23-
USBank Payment
Standards
| Security Type |
Income |
Principal |
Equities |
Payable Date |
|
Municipal Bonds* |
Payable Date |
Payable Date |
Corporate Bonds* |
Payable Date |
Payable Date |
Federal Reserve Bank Book Entry* |
Payable Date |
Payable Date |
PTC GNMA's (P&I) |
Payable Date + 1 |
Payable Date + 1 |
CMOs * |
| DTC |
Payable Date + 1 |
Payable Date + 1 |
| Bankers Trust |
Payable Date + 1 |
Payable Date + 1 |
SBA Loan Certificates |
When Received |
When Received |
Unit Investment Trust Certificates* |
Payable Date |
Payable Date |
Certificates of Deposit* |
Payable Date + 1 |
Payable Date + 1 |
Limited Partnerships |
When Received |
When Received |
Foreign Securities |
When Received |
When Received |
*Variable Rate Securities |
| Federal Reserve Bank Book Entry |
Payable Date |
Payable Date |
| DTC |
Payable Date + 1 |
Payable Date + 1 |
| Bankers Trust |
Payable Date + 1 |
Payable Date + 1 |
| NOTE: |
If
a payable date falls on a weekend or bank holiday, payment will be made on the
immediately following business day. |
-24-
USBank Corporate
Reorganization Standards
| Type of Action |
Notification to Client |
Deadline for Client
Instructions to
USBank |
Transaction
Posting |
Rights, Warrants, and Optional Mergers |
Later of 10 business days prior to |
5 business days prior to expiration |
Upon receipt |
|
expiration or receipt of notice |
Mandatory Puts with Option to Retain |
Later of 10 business days prior to |
5 business days prior to expiration |
Upon receipt |
|
expiration or receipt of notice |
Class Actions |
10 business days prior to expiration date |
5 business days prior to expiration |
Upon Receipt |
Voluntary Tenders, Exchanges, and Conversions |
Later of 10 business days prior to |
5 business days prior to expiration |
Upon receipt |
|
expiration or receipt of notice |
Mandatory Puts, Defaults, Liquidations, |
At posting of funds or securities received |
None |
Upon receipt |
| Bankruptcies, Stock Splits, Mandatory |
| Exchanges |
Full and Partial Calls |
Later of 10 business days prior to |
None |
Upon receipt |
|
expiration or receipt of notice |
| NOTE: |
Fractional
shares/par amounts resulting from any of the above will be sold. |
-25-
EXHIBIT C
FUND NAMES
Separate Series of
Intrepid Capital Management Trust Funds
|
|
| Name of Series |
Date Added |
Intrepid Capital Fund |
EXHIBIT D
DOMESTIC CUSTODY
SERVICES
ANNUAL FEE SCHEDULE
Annual fee based upon market value
per fund*:
3 basis points on the first $20 million
2 basis points on the next $20 million
1 basis point on the balance Minimum annual fee per fund - $4,800
Portfolio Transaction Fees
$ 5.00
per disbursement (waived if U.S. Bancorp is Administrator)
$ 7.00 per US Bank
repurchase agreement transaction
$ 9.00 per book entry security (depository or Federal
Reserve system) and non-US Bank repurchase agrmt
$ 25.00 per portfolio transaction
processed through our New York custodian definitive security (physical)
$ 8.00 per
principal paydown
$ 15.00 per option/future contract written, exercised or expired
$ 50.00 per Cedel/Euroclear transaction
$ 15.00 per mutual fund trade
$ 15.00 per Fed
Wire
$ 15.00 per margin variation Fed wire
$ 6.00 per short sale
$ 150.00 per
segregated account per year
A transaction is a purchase/sale of a security,
free receipt/free delivery, maturity, tender or exchange.
No charge for the initial conversion
free receipt.
Overdrafts – charged to the
account at prime interest rate plus 2.
Plus out-of-pocket expenses, and extraordinary
expenses based upon complexity, including items such as shipping fees or transfer fees.
Fees are billed monthly.
* Subject to CPI increase, Milwaukee
MSA.
-27-
