CUSTODY AGREEMENT
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This AGREEMENT, effective as of May 3, 2004, by and between Xxxxxx Capital
Funds, Inc. (the "Company"), a corporation organized under the laws of the State
of Maryland, acting for and on behalf of its initial series, Xxxxxx Equity &
Income Fund (the "Fund"), which is operated and maintained by the company for
the benefit of the holders of shares of the Fund, and U.S. BANK, N.A., (the
"Custodian").
W I T N E S S E T H:
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WHEREAS, the Company desires that the Fund's Securities and cash be held
and administered by the Custodian pursuant to this Agreement;
WHEREAS, the Company 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
Company and the Custodian hereby agree as follows:
ARTICLE I
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DEFINITIONS
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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 Directors 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 Directors, certified by an Officer, as may be
received by the Custodian from time to time.
1.2 "Board of Directors" shall mean the Directors from time to time serving
under the Company's Articles of Incorporation, 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 Company 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 Company, 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 Company .
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 Company 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 Company. If
Oral Instructions vary from the Written Instructions, which purport to confirm
them, the Custodian shall notify the Company 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 Directors, 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 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 shares of common
stock issued by the Company on account of the Fund.
1.13 "Sub-Custodian" shall mean and include (i) any branch of a "U.S.
Bank," as that 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 facsimile or any other 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 Directors, a copy of which, certified by
an Officer, shall have been delivered to the Custodian.
ARTICLE II
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APPOINTMENT OF CUSTODIAN
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2.1 Appointment. The Company 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
this Agreement to the Custodian by the Company:
a. A copy of the Articles of Incorporation of the Company certified by the
Secretary;
b. A copy of the By-Laws of the Company certified by the Secretary;
c. A copy of the resolution of the Board of Directors of the Company
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 Company setting
forth the
names and signatures of the current Officers of the Company and other
Authorized Persons.
2.4 Notice of Appointment of Dividend and Transfer Agent. The Company
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
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CUSTODY OF CASH AND SECURITIES
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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 Company department a custody account in the name of the
Company 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
Directors in connection with this Agreement, the Custodian wishes to
appoint other Sub-Custodians to hold property of the Fund, it will so
notify the Company 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 Company shall at the meeting of the Board of Directors
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 Directors 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 Company 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 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 Company 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 Company shall deliver to the Custodian
a resolution of the Board of Directors , 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 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 Company 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 Company 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
Company 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 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 Company and a bank which is a member of the
Federal Reserve System or between the Company 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, 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 Company, 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 Company, 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
Directors, 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, 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 of 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 Company 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 Company, 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 Company;
(l) For delivery in accordance with the provisions of any agreement
among the Company, 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 Company, 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
Directors, 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 Company, 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 Company
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 thereof. The Company 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 Company 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, (b) All such books and
records maintained by the Custodian shall (i) be maintained in a form
acceptable to the Company and in compliance with rules and regulations of
the Securities and Exchange Commission, (ii) be the property of the Company
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 Company 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 0000 Xxx.
3.11 Fund Reports by Custodian. The Custodian shall furnish the
Company 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
Company 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
Company with such reports, as the Company 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 Company 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 Company 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 Company desires to take action with respect to any tender
offer, exchange offer or other similar transaction, the Company shall
notify the Custodian at least five Business Days prior to the date on which
the Custodian is to take such action. The Company 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
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PURCHASE AND SALE OF INVESTMENTS OF THE FUND
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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 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.
4.6 Advances by Custodian for Settlement. The Custodian may, in its
sole discretion and from time to time, advance funds to the Company 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 Company 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
Company, 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, 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 Directors, 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 Company 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 gross 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 gross negligence, bad faith or willful
misconduct) for any action reasonably taken or omitted pursuant to such
advice. The Custodian shall promptly notify the Company 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
Company or the Fund is in compliance with the 1940 Act, the regulations
thereunder, the provisions of the Company's Articles of Incorporation 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.
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 Company 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 Company may from time to time request to enable the Company to obtain,
from year to year, favorable opinions from the Company's independent
accountants with respect to the Custodian's activities hereunder in
connection with (a) the preparation of the Company'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 Company of any other
requirements of the Securities and Exchange Commission.
ARTICLE VIII
------------
INDEMNIFICATION
---------------
8.1 Indemnification by Company. The Company 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 Company, 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 Company 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 Company 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 Company 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 Company'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 Company, 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 Company whether
holding assets in a particular Securities Depository is voluntary or compulsory.
In connection with the foregoing, the Company 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 Company or its investment adviser of any
material changes in such risks.
9.2 The Custodian shall exercise such reasonable care, prudence and
diligence in 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 Company if any such depository
ceases to be eligible.
ARTICLE X
---------
FORCE MAJEURE; DISASTER RECOVERY SYSTEMS
----------------------------------------
10.1 Force Majeure. Neither the Custodian nor the Company 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; and any
such circumstances beyond its reasonable control as may cause interruption,
loss or malfunction of utility, transportation, 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.
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 Directors, 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. Upon such delivery and transfer, the Custodian
shall be relieved of all obligations under this Agreement. The Company 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.
11.3 Failure to Appoint Successor Custodian. If a successor custodian
is not designated by the Company 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 Custodian shall be entitled to compensation as agreed upon from
time to time by the Corporation and the Custodian. The fees and other
charges in effect on the date hereof and applicable to the Fund are set
forth in Exhibit C attached hereto.
ARTICLE XIII
------------
LIMITATION OF LIABILITY
-----------------------
It is expressly agreed that the obligations of the Company hereunder
shall not be binding upon any of the Directors, shareholders, nominees,
officers, agents or employees of the Company personally, but shall bind
only the property of the Company as provided in the Company's Articles of
Incorporation, as from time to time amended. The execution and delivery of
this Agreement have been authorized by the Company, and this Agreement has
been signed and delivered by an authorized officer of the Company, acting
as such, and neither such authorization by the Company 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 Company as provided in the Company's
Articles of Incorporation.
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 Company:
Xxxxxx Capital Funds, Inc.
0000 X. 000xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, President
To Custodian:
U.S. Bank, N.A.
000 Xxxxxx Xxxxxx, M.L. CN-OH-W6TC
Cincinnati,Ohio 45202
Attention: Institutional Trust & Custody
Telephone: (513) 632-___ Facsimile: (262) 790-____
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 XV
----------
MISCELLANEOUS
-------------
15.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Minnesota.
15.2 References to Custodian. The Company 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 Company 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.
15.3 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.
15.4 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.
15.5 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.
15.6 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.
15.7 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.
15.8 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.
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: XXXXXX CAPITAL FUNDS, INC.
______________________________ By:_____________________________
Xxxxx X. Xxxxxx, President
ATTEST: U.S. BANK, N.A.
______________________________ By:____________________________
EXHIBIT A
---------
AUTHORIZED PERSONS
------------------
Set forth below are the names and specimen signatures of the persons
authorized by the Company to administer the Fund Custody Accounts.
Authorized Persons Specimen Signatures
President: ___________________
Secretary: ___________________
Treasurer: ___________________
Vice President: ___________________
Adviser Employees: ___________________
___________________
Transfer Agent/Fund Accountant
Employees: ___________________
___________________
___________________
___________________
___________________
EXHIBIT B
U.S. 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 (Repurchase 1:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
Agreement Collateral Only) for U.S. Bank, N.A. ABA# 000000000
XXXXX/1040
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
(GNMA Book Entry) For: Firstar Bank, N.A., Company
ABA 000-000-000
XXXXX/1050
For Account Number:
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 P.M. on Settlement Date Xxx Xxxx Xxxxxx- 0xx Xxxxx - Xxxxxx A
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 minus 2 Cedel a/c 55021
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/Company ABA#
042000013
Credit Account #112950027
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 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.
U.S. Bank Corporate Reorganization Standards
Type of Action Notification to Client Deadline for Client Instructions Transaction
to U.S. Bank, N.A. Posting
Rights, Warrants, Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
and Optional Mergers or receipt of notice
Mandatory Puts with Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
Option to Retain or receipt of notice
Class Actions 10 business days prior to expiration date 5 business days prior to expiration Upon receipt
Voluntary Tenders, Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
Exchanges, or receipt of notice
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities received None Upon receipt
Liquidations, Bankruptcies,
Stock Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to expiration None Upon receipt
or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above will be sold.
EXHIBIT C
FEE SCHEDULES
