CONESTOGA FUNDS
CUSTODY AGREEMENT
This AGREEMENT, dated as of this 1st day of October, 2002, by and
between Conestoga Funds (the "Trust"), a business trust organized under the
laws of the State of Delaware, acting for and on behalf of each of its series
listed on Exhibit A hereto (each a "Fund" and collectively, the "Funds"), as
may be amended from time to time, which are operated and maintained by the
Trust for the benefit of the holders of shares of each Fund, U.S. BANK, N.A.,
(the "Custodian"), and Conestoga Capital Advisors, LLC (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Trust desires that the Fund's Securities and cash be held
and administered by the Custodian pursuant to this Agreement;
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(i) of the 1940 Act.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and the Custodian 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 B 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 Trust Instrument, 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: (i) reasonably
believed by the Custodian to have been given by an Authorized Person, (ii)
recorded and kept among the records of the Custodian made in the ordinary
course of business; and (iii) 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
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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, which 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 (provided that Custodian shall have received a copy of a resolution of
the Board of Trustees, certified by an Officer, specifically approving the
use of such clearing agency as a depository for the Fund) any other clearing
agency registered with the Securities and Exchange Commission under Section
17A of the Securities and 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 the Fund, the units of
beneficial interest issued by the Trust on account of the Fund.
1.13 "Sub-Custodian" shall mean and include (i) any branch of a "U.S.
Bank," as that
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term is defined in Rule 17f-5 under the 1940 Act, (ii) 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 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, but not limited to, notification of any transfer to or from the
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 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 (i) written communications
actually received by the Custodian and signed by an Authorized Person, or (ii)
communications by telex or any other
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such system from one or more persons reasonably believed by the Custodian to
be Authorized Persons, or (iii) 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 constitutes and 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.
2.2 Acceptance. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter set forth.
2.3 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 Trust Instrument certified by the Secretary;
(b) A copy of the By-Laws 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 President and Secretary of the Trust
setting forth the names and signatures of the current
Officers of the Trust and other Authorized Persons.
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2.4 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 and shall be identified as subject to this Agreement.
3.2 Fund Custody Accounts. As to the 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 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.
(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
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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(a)(1)(iii).
(d) At the end of each calendar quarter, 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 the 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
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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.
(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 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) Prior to a deposit of Securities of the Fund in any Securities
Depository or Book-Entry System, the Trust shall deliver to the Custodian a
resolution of the Board of Trustees, certified by an Officer, authorizing and
instructing the Custodian on an on-going basis to deposit in such Securities
Depository or Book-Entry System all Securities eligible for deposit therein
and to 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
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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 such 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 such Fund. If Securities
sold by the Fund are held in a Book-Entry System or Securities Depository, the
Custodian shall transfer such Securities upon (i) receipt of advice from the
Book-Entry System or Securities Depository that payment for such Securities
has been transferred to the Depository Account, and (ii) the making of an
entry on the records of the Custodian to reflect such transfer and payment for
the account of such Fund.
(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.
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(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 the Custodian or
any Sub-Custodian appointed pursuant to Section 3.3 above or any of its or
their employees, or (ii) from failure of the 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.
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
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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;
(b) In connection with the conversion, exchange or surrender, as
set forth in Section 3.7;
(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 but not limited to the following payments for the account of
the Fund: interest; taxes; administration, investment advisory, accounting,
auditing, transfer agent, custodian, Trust 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;
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(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.
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,
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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;
(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;
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(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
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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;
(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 such 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
15
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.
3.10 Records.
(a) The Custodian shall maintain, 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 (A) Securities in transfer, (B) Securities in physical possession,
(C) monies and Securities borrowed and monies and Securities loaned (together
with a record of the collateral therefor and substitutions of such
collateral), (D) dividends and interest received, and (E) 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, but not limited to, Section 31 of the 1940 Act and Rule 31a-2
promulgated thereunder; and
(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 Rule
31a-2 under the 1940 Act.
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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 C.
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.
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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.
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 to the same extent as if the Securities had been received by the
Custodian.
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
18
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 (i) proceeds from the sale
of Securities which it has been instructed to deliver against payment, (ii)
proceeds from the redemption of Securities or other assets of the Fund, and
(iii) income from cash, Securities or other assets of the Fund. Any such
credit shall be conditional upon actual receipt by the 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.
19
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 the 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. The Custodian shall not be under
any obligation to effect payment or distribution by any bank designated in
Proper Instructions given pursuant to Section 5.1 above of any amount paid by
the Custodian to such bank in accordance with such Proper Instructions.
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
20
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, which constitute collateral for loans of Securities made by the Fund;
(c) 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
(d) 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 a single Fund only. All Proper
Instructions relating to a segregated account shall specify the Fund involved.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 Standard of Care. The Custodian shall use its best efforts and
shall act in good faith in carrying out its obligations under this Agreement,
and shall be without liability to the
21
Trust or the 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 (except
in the case of negligence, bad faith or willful misconduct) 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.
22
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
23
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. The indemnification herein shall survive the
termination of this agreement.
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. The indemnification
provided for herein shall survive the termination of this agreement.
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
24
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 such 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 the Fund and to dispose of other assets
of the Fund to the extent necessary to obtain reimbursement or
indemnification.
ARTICLE IX
COMPLIANCE WITH RULE 17f-7
9.1 The Custodian shall, for consideration by the Trust, provide an
analysis in accordance with Rule 17f-7(a)(1)(i)(A) under the 1940 Act of the
risks associated with maintaining the Fund's foreign assets with each
Securities Depository used by the Custodian as of the date hereof (or, in the
case of a Securities Depository not used by the Custodian as of the date
hereof, prior to the initial placement of the Fund's foreign assets at such
Securities Depository) and at which any foreign asset of the Fund are held or
are expected to be held. The Custodian will also inform the Trust whether
holding assets in a particular Securities Depository is voluntary or
compulsory. In connection with the foregoing, the Trust shall notify the
Custodian of any Securities Depositories at which it does not choose to have
its foreign assets held. The Custodian shall monitor the custody risks
associated with maintaining the Fund's foreign assets at each such Securities
Depository on a continuing basis and shall promptly notify the Trust or its
adviser of any material changes in such risks.
9.2 The Custodian shall exercise such reasonable care, prudence and
diligence in
25
performing the requirements of Rule 17f-7 under the 1940 Act or, as
applicable, in selecting a sub-custodian that will perform the requirements of
Rule 17f-7, as a professional custodian having responsibility for safekeeping
of foreign assets or delegating such function to a sub-custodian would
exercise.
9.3 Based on the information available to it in the exercise of
reasonable care, prudence, and diligence, the Custodian or its designated
sub-custodian shall determine the eligibility under Rule 17f-7 of each
depository and shall promptly advise the Trust if any such depository ceases
to be eligible.
ARTICLE X
FORCE MAJEURE; DISASTER RECOVERY SYSTEMS
10.1 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; 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.
26
10.2 Disaster Recovery Systems. The Custodian shall maintain a
disaster recovery plan and procedures including provisions for emergency use
of electronic data processing equipment, which is reasonable in light of the
services to be provided. The Custodian shall, at no additional expense to
the Fund take reasonable steps to minimize service interruptions. The
Custodian shall have no liability with respect to the loss of data or service
interruptions caused by equipment failure, provided it maintains such plans
and procedures.
ARTICLE XI
EFFECTIVE PERIOD; TERMINATION
11.1 Effective Period. This Agreement shall become effective as of
its execution or when the Fund commences operations and shall continue in
full force and effect until terminated as hereinafter provided.
11.2 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 Funds 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
27
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.
11.3 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 Trust 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
Funds at such bank or Trust company all Securities of the Funds 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 XII
COMPENSATION OF CUSTODIAN
The Adviser shall pay to the Custodian the compensation as agreed upon
from time to time by the Trust, the Custodian and the Adviser. 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 XIII
LIMITATION OF LIABILITY
13.1 The Trust. 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
28
Trust Instrument, as from time to time amended. The execution and delivery of
this Agreement have been authorized by the Trust, and this Agreement has been
signed and delivered by an authorized officer of the Trust, acting as such,
and neither such authorization by the Trust 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
property of the Trust as provided in the above-mentioned Trust's Trust
Instrument.
13.2 The Fund. It is expressly agreed that the Trust has entered into
this Agreement with respect to each Fund individually, and not jointly; that
the rights and obligations of the Trust described in this Agreement apply to
each individual Fund; that no Fund shall have any liability for any costs or
expenses incurred by any other Fund; and that in seeking to enforce a claim
against any Fund, the Custodian shall look to the assets only of that Fund
and not to the assets of any other Fund.
ARTICLE XIV
NOTICES
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be in writing and shall
be sent or delivered to the recipient at the address set forth after its name
herein below:
To the Trust:
Conestoga Funds
Five Tower Bridge
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
X. Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: W. Xxxxxxxxxxx Xxxxxxx
Chairman and CEO
29
With a Copy to:
Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxxxxxx, Esq.
To the Custodian:
U.S. Bank, N.A.
000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX
Xxxxxxxxxx, Xxxx 00000
Attention: Institutional Trust & Custody
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIV. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal, and magnetic tape.
ARTICLE XIV
MISCELLANEOUS
14.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Minnesota.
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.
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
30
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.
31
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered in its name and on its behalf by its
representatives thereunto duly authorized, all as of the day and year first
above written.
ATTEST: CONESTOGA FUNDS
/s/ M. Xxxxxxxx XxXxxxx By: /s/ W. Xxxxxxxxxxx Xxxxxxx
------------------------------ ---------------------------
W. Xxxxxxxxxxx Xxxxxxx
Chairman and CEO
ATTEST: CONESTOGA CAPITAL ADVISORS, LLC
/s/ M. Xxxxxxxx XxXxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
------------------------------ --------------------------------
Xxxxxxx X. Xxxxxxxxxx, Xx.
Managing Partner
ATTEST: U.S. BANK, N.A.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------- --------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
32
EXHIBIT A
to
CUSTODY AGREEMENT
between
CONESTOGA FUNDS, CONESTOGA CAPITAL ADVISORS, LLC and U.S. BANK, N.A.
Series of Conestoga Funds
Conestoga Small Cap Fund
Dated as of October 1, 2002
EXHIBIT B
to
CUSTODY AGREEMENT
between
CONESTOGA FUNDS, CONESTOGA CAPITAL ADVISORS, LLC and U.S. BANK, N.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: ___________________
Secretary: ___________________
Treasurer: ___________________
Vice President: ___________________
Adviser Employees: ___________________
___________________
Transfer Agent/Fund Accountant
Employees: ___________________
___________________
___________________
___________________
___________________
EXHIBIT C
to
CUSTODY AGREEMENT
between
CONESTOGA FUNDS, CONESTOGA CAPITAL ADVISORS, LLC and U.S. BANK, X.X.
X.X. Bank Institutional Trust &Custody Services
Standards of Service Guide
August, 2001
U.S. Bank, 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 U.S. Bank, N.A. to
guarantee processing. Failure to meet these deadlines will result in
settlement at our client's risk. In all cases, U.S. Bank, N.A. will make every
effort to complete all processing on a timely basis.
U.S. Bank, N.A. is a direct participant of the Depository Corporation
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, U.S. Bank, N.A. 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, U.S. Bank, N.A. utilizes SEI's Bond
Source, Xxxxx Information Systems, Standard & Poor's Corporation, XCITEK, and
DTC Important Notices. U.S. Bank, N.A. will not notify clients of optional put
opportunities.
Any securities delivered free to U.S. Bank, N.A., or its agents must be
received three (3) business days prior to any payment or settlement in order
for the U.S. Bank, N.A. 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 U.S. Bank, N.A. will provide you with an
updated copy of its Standards of Service Guide.
U.S. Bank, N.A. 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 U.S. Bank, N.A. ABA# 000000000
XXXXX/1050
For Account #_____________
Federal Reserve Book Entry 1:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
(Repurchase Agreement for U.S. Bank, N.A. ABA# 000000000
Collateral Only) XXXXX/1040
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date PTC For Account BYORK
(GNMA Book Entry) U.S. Bank N.A. / 117612
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for 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 U.S. Bank, N.A. / Cust
#117612
Attn: Xxxxxx Xxxxxx
CEDEL/EURO-CLEAR 11:00 A..M. on Settlement Date Cedel a/c 55021
minus 2 FFC: a/c 387000
U.S. Bank, N.A. /Global Omnibus
Euroclear a/c 97816
FFC: a/c 387000
U.S. Bank, N.A./Global Omnibus
Cash Wire Transfer 3:00 P.M. U.S. Bank,X.X. Xxxxx/Trust ABA# 000000000
Credit Account #112950027
Account of U.S Bank, N.A. Trust Services
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
U.S. Bank, N.A. 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 Payable Date + 1 Payable Date + 1
Certificates*
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 Payable Date Payable Date
Entry
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.
U.S. Bank Corporate Reorganization Standards
Type of Action Notification to Client Deadline for Client Transaction
Instructions Posting
to U.S. Bank, N.A.
Rights, Warrants, Later of 10 business days 5 business days prior Upon receipt
and Optional prior to expiration or to expiration
Mergers receipt of notice
Mandatory Puts Later of 10 business days 5 business days prior Upon receipt
with prior to expiration or to expiration
Option to Retain receipt of notice
Class Actions 10 business days prior to 5 business days prior Upon receipt
expiration date to expiration
Voluntary Tenders, Later of 10 business days 5 business days prior Upon receipt
Exchanges, and prior to expiration or to expiration
Conversions receipt of notice
Mandatory Puts, At posting of funds or None Upon receipt
Defaults, securities received
Liquidations,
Bankruptcies,
Stock Splits,
Mandatory Exchanges
Full and Partial Later of 10 business days None Upon receipt
Calls prior to expiration or
receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the
above will be sold.
EXHIBIT D
to
CUSTODY AGREEMENT
between
CONESTOGA FUNDS, CONESTOGA CAPITAL ADVISORS, LLC and U.S. BANK, X.X.
X.X. Bank Institutional Custody Services
Domestic Custody Fee Schedule
X.X.Xxxx Institutional Custody Services, as Custodian, will receive monthly
compensation for services according to the terms of the following Schedule:
I. Portfolio Transaction Fees:
(a) For each repurchase agreement transaction $ 7.00
(b) For each portfolio transaction processed through DTC or Federal Reserve
- USB affirms each trade $ 9.00
(c) For each portfolio transaction processed through DTC or Federal Reserve
- Advisor affirms each trade $ 7.50
(d) For each portfolio transaction processed through our New York custodian $20.00
(e) For each Amortized Security Purchase and sale $ 9.00
(f) For each Amortized Security Prin/Int Paydown $ 8.00
(g) For each covered call option/future contract written, exercised or
expired $10.00
(h) For each Cedel/Euro clear transaction $80.00
(i) For each Disbursement (Fund expenses only) $ 5.00
A transaction is a purchase/sale of a security, free receipt/free delivery
(excludes initial conversion), maturity, tender or exchange:
II. Market Value Fee
Based upon an annual rate of: Xxxxxxx
.0000 (0 Xxxxx Xxxxxx) on First $20
.0002 (2 Basis Points) on Next $30
.00015 (1.5 Basis Points) on Balance
III. Monthly Minimum Fee-Per Fund $300.00
IV. Out-of-Pocket Expenses
The only out-of-pocket expenses charged to your account will be shipping
fees or transfer fees.
V. XXX Documents
Per Shareholder/year to hold each XXX Document $8.00
VI. Earnings Credits
On a monthly basis any earnings credits generated from uninvested
custody balances will be applied against any cash management service fees
generated
Revised 02/12/02
Treasury Management Fee Schedule for
Conestoga Capital
Services Unit Cost ($) Monthly Cost ($)
D.D.A. Account Maintenance 17.00
Deposits .42
Deposited Items .119
Checks Paid .16
Balance Reporting - P.C. Access 50.00 Prior Day Module
10.00 Per Account
.07 Per Transaction
60.00 Current Day Module
15.00 Per Account
.07 Per Transaction
ACH Transaction .105
ACH Monthly Maintenance 60.00
ACH Additions, Deletions, 6.00
Changes
ACH Stop Payment 5.00
ACH Debits - Received .12
ACH Credits Received .08
Deposited Items Returned 6.00
International Items Returned 10.00
NSF Returned Checks 27.50
Stop Payments 27.50
Data Transmission per account 130.00
Drafts Cleared .18
Lockbox Maintenance 85.00
Lockbox items Processed .38
Miscellaneous Lockbox items .12
Account Reconciliation 60.00
Per item .06
Positive Pay 75.00
Per item .015
Invoicing for Service Charge 15.00
Wires Incoming
Domestic 11.00
International 11.00
Wires Outgoing
Domestic International
Repetitive 14.00 Repetitive 35.00
Non-Repetitive 13.00 Non-Repetitive 40.00
PC - Initiated Wires:
Domestic International
Repetitive 10.00 Repetitive 25.00
Non-Repetitive 11.00 Non-Repetitive 25.00
Customer Initiated 9.00
Uncollected Charge -- Firstar Prime Rate as of first of month plus 4%
Other available cash management services are priced separately.
