CUSTODIAN CONTRACT
Between
LA CROSSE FUNDS, INC.
and
NORTH CENTRAL TRUST COMPANY
TABLE OF CONTENTS
Page
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT 1
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF
THE FUNDS HELD BY THE CUSTODIAN 1
2.1 HOLDING SECURITIES 1
2.2 DELIVERY OF SECURITIES 2
2.3 REGISTRATION OF SECURITIES 4
2.4 BANK ACCOUNTS 4
2.5 PAYMENTS FOR SHARES 5
2.6 AVAILABILITY OF FEDERAL FUNDS 5
2.7 COLLECTION OF INCOME 5
2.8 PAYMENT OF FUND MONEYS 6
2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF
SECURITIES PURCHASED 7
2.10 PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF A FUND 7
2.11 APPOINTMENT OF AGENTS 7
2.12 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEM 7
2.125 BOOK ENTRY MUTUAL FUND SHARES 9
2.13 SEGREGATED ACCOUNT 9
2.15 OWNERSHIP CERTIFICATES FOR TAX PURPOSES 10
2.16 PROXIES 10
2.17 COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES 10
2.18 PROPER INSTRUCTIONS 11
2.19 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY 11
2.20 EVIDENCE OF AUTHORITY 11
3. RESERVED 12
4. RECORDS 12
5. OPINION OF FUNDS' INDEPENDENT PUBLIC ACCOUNTANTS 12
6. ASSET VERIFICATIONS; REPORTS 12
7. COMPENSATION OF CUSTODIAN 13
8. RESPONSIBILITY OF CUSTODIAN 13
9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT 14
10. SUCCESSOR CUSTODIAN 14
11. INTERPRETIVE AND ADDITIONAL PROVISIONS 15
12. WISCONSIN LAW TO APPLY 15
13. NOTICES 16
14. COUNTERPARTS 16
CUSTODIAN CONTRACT
This Contract between LA CROSSE FUNDS, INC., (the
"Corporation"), a Wisconsin corporation, on behalf of
the portfolios (hereinafter collectively called the
"Funds" and individually referred to as a "Fund") of
the Corporation, organized and existing under the laws
of the State of Wisconsin, having its principal place
of business at 000 Xxxx Xxxxxx, Xx Xxxxxx, Xxxxxxxxx
00000, and NORTH CENTRAL TRUST COMPANY, a Wisconsin
corporation, having its principal place of business at
000 Xxxx Xxxxxx, Xx Xxxxxx, Xxxxxxxxx 00000,
hereinafter called the "Custodian",
WITNESSETH: That in consideration of the mutual
covenants and agreements hereinafter contained, the
parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Corporation hereby employs the Custodian as
the custodian of the assets of each of the Funds of the
Corporation. Except as otherwise expressly provided
herein, the securities and other assets of each of the
Funds shall be segregated from the assets of each of
the other Funds and from all other persons and
entities. The Corporation will deliver to the
Custodian all securities and cash owned by the Funds
and all payments of income, payments of principal or
capital distributions received by them with respect to
all securities owned by the Funds from time to time,
and the cash consideration received by them for shares
of capital stock of the Funds ("Shares") as may be
issued or sold from time to time. The Custodian shall
not be responsible for any property of the Funds held
or received by the Funds and not delivered to the
Custodian.
Upon receipt of "Proper Instructions" (within the
meaning of Section 2.18), the Custodian shall from time
to time employ one or more sub-custodians upon the
terms specified in the Proper Instructions, provided
that the Custodian shall remain responsible for such
sub-custodian's actions or omissions. References
herein to Custodian may include the Custodian acting
through sub-custodians engaged under this Section 1.
In addition, the Corporation authorizes the use by the
Custodian of State Street Bank and Trust Company
("State Street") as a sub-custodian under this
agreement pursuant to an agreement between the
Custodian and State Street, it being understood that
the Corporation shall not bear any separate charges of
State Street.
2. Duties of the Custodian With Respect to Property
of the Funds Held by the Custodian
2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of each Fund
all noncash property, including all securities
owned by each Fund, other than securities (i)
which are maintained pursuant to Section 2.12 in a
clearing agency which acts as a securities
depository or in a book-entry system authorized by
the U.S. Department of the Treasury, collectively
referred to herein as a "Securities System" or
which are uncertified shares of investment
companies held with transfer agents of such
investment companies pursuant to Section 2.125,
collectively referred to herein as "Book Entry
Mutual Fund Shares", (ii) held by sub-custodians,
(iii) on loans which are collateralized to the
extent of their full market value, (iv)
hypothecated, pledged or placed
in escrow for the
account of the Corporation in connection with a
loan or other transaction authorized by specific
resolutions of the Board, (v) in transit in
connection with the sale, exchange, redemption,
maturity or conversion, the exercise of warrants
or rights, assents to changes in the terms of the
securities, or (vi) transactions necessary or
appropriate in the ordinary course of business
relating to the management of securities. The
Custodian shall maintain records of all receipts,
deliveries and locations of such securities,
together with a current inventory thereof, and
make all necessary reports to officers of the
Corporation in accordance with Rule 17f-2 under
the Investment Company Act of 1940, as amended
(the "1940 Act"), and shall conduct periodic
physical inspections of certificates representing
stocks, bonds and other securities held by it
under this Contract in such manner as the
Custodian shall determine from time to time to be
advisable in order to verify the accuracy of such
inventory. With respect to securities held by any
agent appointed pursuant to Section 2.11 hereof,
and with respect to securities held by any sub-
custodian appointed pursuant to section 1 hereof,
the Custodian may rely upon certificates from such
agent as to the holdings of such agent and from
such sub-custodian as to the holdings of such sub-
custodian, it being understood that such reliance
in no way relieves the Custodian of its
responsibilities under this Contract. The
Custodian will promptly report to the Corporation
the results of such inspections, indicating any
shortages or discrepancies uncovered thereby, and
take appropriate action to remedy any such
shortages or discrepancies.
2.2 Delivery of Securities. The Custodian shall
release and deliver securities owned by a Fund
held by the Custodian or in a Securities System
account, or Book Entry Mutual Fund Shares only
upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by
the parties, and only in the following cases:
(1) Upon sale of such securities for the account
of a Fund and receipt of payment therefor;
(2) Upon the receipt of payment in connection
with any repurchase agreement related to such
securities entered into by the Corporation;
(3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.12 hereof, or in the
case of Book Entry Mutual Fund Shares in
accordance with the provisions of Section
2.125 hereof;
(4) To the depository agent in connection with
tender or other similar offers for portfolio
securities of a Fund, in accordance with the
provisions of Section 2.17 hereof;
(5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
otherwise become payable; provided that, in
any such case, the cash or other
consideration is to be delivered to the
Custodian;
(6) To the issuer thereof, or its agent, for
transfer into the name of a Fund or into the
name of any nominee or nominees of the
Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.11
or into the name or nominee
name of any sub-
custodian appointed pursuant to Section 1; or
for exchange for a different number of bonds,
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 received in
exchange;
(7) Upon the sale of such securities for the
account of a Fund, to the broker or its
clearing agent, against a receipt, for
examination in accordance with "street
delivery custom"; provided that in any such
case, the Custodian shall have no
responsibility or liability for any loss
arising from the delivery of such securities
prior to receiving payment for such
securities except as may arise from the
Custodian's own failure to act in accordance
with the standard of reasonable care or any
higher standard of care imposed upon the
Custodian by any applicable law or regulation
if such above-stated standard of reasonable
care were not part of this Contract;
(8) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the issuer
of such securities, or pursuant to provisions
for conversion contained in such securities,
or pursuant to any deposit agreement;
provided that, in any such case, the new
securities and cash, if any, are to be
delivered to the Custodian;
(9) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
securities or the surrender of interim
receipts or temporary securities for
definitive securities; provided that, in any
such case, the new securities and cash, if
any, are to be delivered to the Custodian;
(10) For delivery in connection with any loans of
portfolio securities of a Fund, but only
against receipt of adequate collateral in the
form of (a) cash, in an amount specified by
the Corporation, (b) certificated securities
of a description specified by the
Corporation, registered in the name of the
Fund or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof
or in proper form for transfer, or (c)
securities of a description specified by the
Corporation, transferred through a Securities
System in accordance with Section 2.12
hereof;
(11) For delivery as security in connection with
any borrowings requiring a pledge of assets
by a Fund, but only against receipt of
amounts borrowed, except that in cases where
additional collateral is required to secure a
borrowing already made, further securities
may be released for the purpose;
(12) For delivery in accordance with the
provisions of any agreement among the
Corporation, the Custodian and a broker-
dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), as
amended, and a member of the National
Association of Securities Dealers, Inc.
("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
for a Fund;
(13) For delivery in accordance with the
provisions of any agreement among the
Corporation, 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 for a Fund;
(14) Upon receipt of instructions from the
transfer agent ("Transfer Agent") for a Fund,
for delivery to such Transfer Agent or to the
holders of shares in connection with
distributions in kind, in satisfaction of
requests by holders of Shares for repurchase
or redemption; and
(15) For any other proper corporate purpose, but
only upon receipt of, in addition to Proper
Instructions, a certified copy of a
resolution of the Board of Directors (the
"Board") of the Corporation on behalf of a
Fund signed by an officer of the Corporation
and certified by its Secretary or an
Assistant Secretary, 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.
2.3 Registration of Securities. Securities held by
the Custodian (other than bearer securities) shall
be registered in the name of a particular Fund or
in the name of any nominee of the Fund or of any
nominee of the Custodian or sub-custodian
appointed under Section 1.
2.4 Bank Accounts. The Custodian may open and
maintain a separate bank account or accounts in
the name of each Fund, subject only to draft or
order by the Custodian acting pursuant to the
terms of this Contract, and shall hold in such
account or accounts, subject to the provisions
hereof, all cash received by it from or for the
account of each Fund. Funds held by the Custodian
for a Fund may be deposited by it to its credit as
Custodian in such banks or trust companies as it
may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust
company shall be qualified to act as a custodian
under the Investment Company Act of 1940, as
amended, and that each such bank or trust company
and the funds to be deposited with each such bank
or trust company shall be approved by vote of a
majority of the Board of Directors ("Board") of
the Corporation. Such funds shall be deposited by
the Custodian in its capacity as Custodian for the
Fund and shall be withdrawable by the Custodian
only in that capacity. If requested by the
Corporation, the Custodian shall furnish the
Corporation, not later than twenty (20) days after
the last business day of each month, an internal
reconciliation of the closing balance as of that
day in all accounts described in this section to
the balance shown on the daily cash report for
that day rendered to the Corporation. Nothing
contained herein shall prohibit the Fund from
maintaining other bank accounts with banks in
accordance with the 1940 Act.
2.5 Payments for Shares. The Custodian shall make
such arrangements with the Transfer Agent of each
Fund, as will enable the Custodian to receive the
cash consideration due to each Fund and will
deposit into each Fund's account such payments as
are received from the Transfer Agent. The
Custodian will provide timely notification to the
Corporation and the Transfer Agent of any receipt
by it of payments for Shares of the respective
Fund.
2.6 Availability of Federal Funds. Upon mutual
agreement between the Corporation and the
Custodian, the custodian may make federal funds
available to the Funds as of specified times
agreed upon from time to time by the Corporation
and the Custodian in the amount of checks,
clearing house funds, and other non-federal funds
received in payment for Shares of the Funds which
are deposited into the Funds' accounts.
2.7 Collection of Income.
(1) The Custodian shall collect on a timely basis
all income and other payments with respect to
registered securities held hereunder to which
each Fund shall be entitled either by law or
pursuant to custom in the securities
business, and shall collect on a timely basis
all income and other payments with respect to
bearer securities if, on the date of payment
by the issuer, such securities are held by
the Custodian or its agent thereof and shall
credit such income, as collected, to each
Fund's custodian account. Without limiting
the generality of the foregoing, the
Custodian shall detach and present for
payment all coupons and other income items
requiring presentation as and when they
become due and shall collect interest when
due on securities held hereunder. The
collection of income due the Funds on
securities loaned pursuant to the provisions
of Section 2.2 (10) shall be the
responsibility of the Corporation. The
Custodian will have no duty or responsibility
in connection therewith, other than to
provide the Corporation with such information
or data as may be necessary to assist the
Corporation in arranging for the timely
delivery to the Custodian of the income to
which each Fund is properly entitled.
(2) The Corporation shall promptly notify the
Custodian whenever income due on securities
is not collected in due course and will
provide the Custodian with weekly reports of
the status of past due income. The
Corporation will furnish the Custodian with a
weekly report of accrued/past due income for
the fund. Once an item is identified as past
due and the Corporation has furnished the
necessary claim documentation to the
Custodian, the Custodian will then initiate a
claim on behalf of the Corporation. The
Custodian will furnish the Corporation with a
bi-weekly status report.
2.8 Payment of Fund Moneys. Upon receipt of Proper
Instructions, which may be continuing instructions
when deemed appropriate by the parties, the
Custodian shall pay out moneys of each Fund in the
following cases only:
(1) Upon the purchase of securities, futures
contracts or options on futures contracts for
the account of a Fund but only (a) against
the delivery of such securities, or
evidence of title to futures contracts, to the
Custodian (or any bank, banking firm or trust
company doing business in the United States
or abroad which is qualified under the 1940
Act, as amended, to act as a custodian and
has been designated by the Custodian as its
agent for this purpose) or a sub-custodian
appointed under Section 1 registered as
provided in Section 2.3 hereof or in proper
form for transfer, (b) in the case of a
purchase effected through a Securities
System, in accordance with the conditions set
forth in Section 2.12 hereof or in the case
of a purchase of Book Entry Mutual Fund
Shares, in accordance with the conditions set
forth in Section 2.125 hereof, or (c) in the
case of repurchase agreements entered into
between the Corporation and any other party,
(i) against delivery of the securities either
in certificate form or through an entry
crediting the Custodian's account at the
Federal Reserve Bank with such securities or
(ii) against delivery of the receipt
evidencing purchase for the account of the
Fund of securities owned by the Custodian
along with written evidence of the agreement
by the Custodian to repurchase such
securities from the Fund;
(2) In connection with conversion, exchange or
surrender of securities owned by a Fund as
set forth in Section 2.2 hereof;
(3) For the redemption or repurchase of Shares of
a Fund issued by the Corporation as set forth
in Section 2.10 hereof;
(4) For the payment of any expense or liability
incurred by a Fund, including but not limited
to the following payments for the account of
the Fund: interest; taxes; management,
accounting, administration, transfer agent
and legal fees; and operating expenses of the
Fund, whether or not such expenses are to be
in whole or part capitalized or treated as
deferred expenses;
(5) For the payment of any dividends on Shares of
a Fund declared pursuant to the governing
documents of the Corporation;
(6) For payment of the amount of dividends
received in respect of securities sold short;
(7) For any other proper purpose, but only upon
receipt of, in addition to Proper
Instructions, a certified copy of a
resolution of the Board of the Corporation on
behalf of a Fund signed by an officer of the
Corporation and certified by its Secretary or
an Assistant Secretary, specifying the amount
of such payment, setting forth the purpose
for which such payment is to be made,
declaring such purpose to be a proper
purpose, and naming the person or persons to
whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of
Securities Purchased. In any and every case where
payment for purchase of securities for the account
of a Fund is made by the Custodian in advance of
receipt of the securities purchased, in the
absence of specific written instructions from the
Corporation to so pay in advance, the Custodian
shall be
absolutely liable to the Fund for such
securities to the same extent as if the securities
had been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares
of a Fund. From such funds as may be available
for the purpose of repurchasing or redeeming
Shares of a Fund, but subject to the limitations
of the Articles of Incorporation and any
applicable votes of the Board of the Corporation
pursuant thereto, the Custodian shall, upon
receipt of instructions from the Transfer Agent,
make funds available for payment to holders of
shares of such Fund who have delivered to the
Transfer Agent a request for redemption or
repurchase of their shares including without
limitation through bank drafts, automated
clearinghouse facilities, or by other means. In
connection with the redemption or repurchase of
Shares of the Funds, the Custodian is authorized
upon receipt of instructions from the Transfer
Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders.
2.11 Appointment of Agents. The Custodian may at any
time or times in its discretion appoint (and may
at any time remove) any other bank or trust
company which is itself qualified under the
Investment Company Act of 1940, as amended, and
any applicable state law or regulation, to act as
a custodian, as its agent to carry out such of the
provisions of this Section 2 as the Custodian may
from time to time direct; provided, however, that
the appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities
hereunder.
2.12 Deposit of Fund Assets in Securities System. The
Custodian (including any sub-custodian appointed
under Section 1) may deposit and/or maintain
securities owned by the Funds in a clearing agency
registered with the Securities and Exchange
Commission under Section 17A of the Exchange Act,
which acts as a securities depository, or in the
book-entry system authorized by the U.S.
Department of the Treasury and certain federal
agencies, collectively referred to herein as a
"Securities System", in accordance with applicable
Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and
subject to the following provisions:
(1) The Custodian may keep securities of each
Fund in a Securities System provided that
such securities are represented in an account
("Account") of the Custodian in the
Securities System which shall not include any
assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise
for customers;
(2) The records of the Custodian with respect to
securities of the Funds which are maintained
in a Securities System shall identify by book-
entry those securities belonging to each
Fund;
(3) The Custodian shall pay for securities
purchased for the account of each Fund upon
(i) receipt of advice from the Securities
System that such securities have been
transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such payment and
transfer for the account of the Fund. The
Custodian shall transfer securities sold for
the account of a Fund upon (i)
receipt of advice from the Securities System
that payment for such securities has been
transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such transfer and
payment for the account of the Fund. Copies
of all advices from the Securities System of
transfers of securities for the account of a
Fund shall identify the Fund, be maintained
for the Fund by the Custodian and be provided
to the Corporation at its request. Upon
request, the Custodian shall furnish the
Corporation confirmation of each transfer to
or from the account of a Fund in the form of
a written advice or notice and shall furnish
to the Corporation copies of daily
transaction sheets reflecting each day's
transactions in the Securities System for the
account of a Fund.
(4) The Custodian shall provide the Corporation
with any report obtained by the Custodian on
the Securities System's accounting system,
internal accounting control and procedures
for safeguarding securities deposited in the
Securities System;
(5) The Custodian shall have received the initial
certificate, required by Section 9 hereof;
(6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be
liable to the Corporation for any loss or
damage to a Fund resulting from use of the
Securities System by reason of any
negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of
its or their employees or from failure of the
Custodian or any such agent to enforce
effectively such rights as it may have
against the Securities System; at the
election of the Corporation, it shall be
entitled to be subrogated to the rights of
the Custodian with respect to any claim
against the Securities System or any other
person which the Custodian may have as a
consequence of any such loss or damage if and
to the extent that a Fund has not been made
whole for any such loss or damage.
(7) The authorization contained in this Section
2.12 shall not relieve the Custodian from
using reasonable care and diligence in making
use of any Securities System.
2.125 Book Entry Mutual Fund Shares. The
Custodian may deposit funds with and/or maintain
uncertificated securities of any investment company
with the transfer agent for such securities provided
the Custodian complies with the following:
(1) The Custodian may keep Book Entry Mutual Fund
Shares in an account ("Account") with the
transfer agent in the name of the Custodian as
Custodian for the Fund which Account shall not
include any other assets of Custodian.
(2) The Custodian will confirm with any such
transfer agent that the transfer agent will
maintain segregated accounts representing any
assets held by the Custodian, as agent for the
Fund.
(3) The Custodian shall pay for and redeem Book
Entry Mutual Fund Shares upon receipt of
proper directions from the Corporation. The
Custodian shall send to the Corporation copies
of all confirmations received from the
transfer agents of Book Entry Mutual Fund
Shares of any transfers to or from the
Account.
(4) The Custodian will provide the Corporation
the reports identified in Section 6(2) of this
Contract if requested by the Corporation from
time to time.
(5) The Corporation shall have initially approved
this arrangement with respect to Book Entry
Mutual Fund Shares and this arrangement shall
have been reviewed at least annually
thereafter. The Corporation shall notify the
Custodian if such approval or authority has
been revoked.
(6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable
to the Corporation for any loss or damage to a
Fund resulting from the use of Book Entry
Mutual Fund Shares by reason of any
negligence, misfeasance or misconduct of the
Custodian or any of its agents or any of its
or their employees or from failure of the
Custodian or any such agents to enforce
effectively such rights as it may have against
the transfer agent; at the election of the
Corporation, it shall be entitled to be
subrogated to the rights of the Custodian with
respect to any claim against the transfer
agent or any other person which the Custodian
may have as a consequence of any such loss or
damage if and to the extent that a Fund has
not been made whole for any such loss or
damage.
(7) The authorization contained in this Section
2.125 shall not relieve the Custodian from
using reasonable care and diligence in making
use of Book Entry Mutual Fund Shares.
2.13 Segregated Account. The Custodian shall upon
receipt of Proper Instructions establish and
maintain a segregated account or accounts for and
on behalf of each Fund, into which account or
accounts may be transferred cash and/or
securities, including securities maintained in an
account by the Custodian pursuant to Section 2.12
hereof, (i) in accordance with the provisions of
any agreement among the Corporation, the Custodian
and a broker-dealer registered under the Exchange
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
for a Fund, (ii) for the purpose of segregating
cash or government securities in connection with
options purchased, sold or written for a Fund or
commodity futures contracts or options thereon
purchased or sold for a Fund, (iii) for the
purpose of compliance by the Corporation or a Fund
with the procedures required by any release or
releases of the Securities and Exchange Commission
relating to the maintenance of segregated accounts
by registered investment companies and (iv) for
other proper corporate purposes, but only, in the case
of clause (iv), upon receipt of, in addition
to Proper Instructions, a certified copy of a
resolution of the Board signed by an officer of
the Corporation and certified by the Secretary or
an Assistant Secretary, setting forth the purpose
or purposes of such segregated account and
declaring such purposes to be proper corporate
purposes.
2.14 [Reserved].
2.15 Ownership Certificates for Tax Purposes. The
Custodian shall execute ownership and other
certificates and affidavits for all federal and
state tax purposes in connection with receipt of
income or other payments with respect to
securities of a Fund held by it and in connection
with transfers of securities.
2.16 Proxies. The Custodian shall, with respect to the
securities held hereunder, cause to be promptly
executed by the registered holder of such
securities, if the securities are registered
otherwise than in the name of a Fund or a nominee
of a Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and
shall promptly deliver to the Corporation such
proxies, all proxy soliciting materials and all
notices relating to such securities.
2.17 Communications Relating to Fund Portfolio
Securities. The Custodian shall transmit promptly
to the Corporation all written information
(including, without limitation, pendency of calls
and maturities of securities and expirations of
rights in connection therewith and notices of
exercise of call and put options written by the
Fund and the maturity of futures contracts
purchased or sold by the Fund) received by the
Custodian from issuers of the securities being
held for the Fund. With respect to tender or
exchange offers, the Custodian shall transmit
promptly to the Corporation all written
information received by the Custodian from issuers
of the securities whose tender or exchange is
sought and from the party (or his agents) making
the tender or exchange offer. If the Corporation
desires to take action with respect to any tender
offer, exchange offer or any other similar
transaction, the Corporation shall notify the
Custodian in writing at least three business days
prior to the date on which the Custodian is to
take such action. However, the Custodian shall
nevertheless exercise its best efforts to take
such action in the event that notification is
received three business days or less prior to the
date on which action is required. Except for
securities held in a nominee name, the Custodian
will act as a secondary source of information and
will not be responsible for providing corporate
action notification to the Corporation.
2.18 Proper Instructions. Proper Instructions as used
throughout this Section 2 means a writing signed
or initialed by at least two persons, at least one
of them is an officer of the Corporation, as the
Board shall have from time to time authorized by
resolution. Each such writing shall set forth the
specific transaction or type of transaction
involved. Oral instructions will be considered
Proper Instructions if the Custodian reasonably
believes them to have been given by a person
previously authorized in Proper Instructions to
give such instructions with respect to the
transaction involved. The Corporation shall cause
all oral instructions to be confirmed in writing.
Upon receipt of a certificate of the Secretary
or an Assistant Secretary as to the authorization
by the Board of the Corporation accompanied by a
detailed description of procedures approved by the
Board, Proper Instructions may include
communications effected directly between electro-
mechanical or electronic devices provided that the
Board and the Custodian are satisfied that such
procedures afford adequate safeguards for a Fund's
assets.
2.19 Actions Permitted Without Express Authority. The
Custodian may in its discretion, without express
authority from the Corporation:
(1) make payments to itself or others for minor
expenses of handling securities or other
similar items relating to its duties under
this Contract, provided that all such
payments shall be accounted for to the
Corporation in such form that it may be
allocated to the affected Funds;
(2) surrender securities in temporary form for
securities in definitive form;
(3) endorse for collection, in the name of a
Fund, checks, drafts and other negotiable
instruments; and
(4) in general, attend to all non-discretionary
details in connection with the sale,
exchange, substitution, purchase, transfer
and other dealings with the securities and
property of each Fund except as otherwise
directed by the Corporation.
2.20 Evidence of Authority. The Custodian shall be
protected in acting upon any instructions, notice,
request, consent, certificate or other instrument
or paper reasonably believed by it to be genuine
and to have been properly executed on behalf of a
Fund. The Custodian may receive and accept a
certified copy of a vote of the Board of the
Corporation as conclusive evidence (a) of the
authority of any person to act in accordance with
such vote or (b) of any determination of or any
action by the Board pursuant to the Articles of
Incorporation as described in such vote, and such
vote may be considered as in full force and effect
until receipt by the Custodian of written notice
to the contrary.
3. Reserved.
4. Records
The Custodian shall create and maintain all
records relating to its activities and obligations
under this Contract in such manner as will meet the
obligations of the Corporation and the Funds under the
Investment Company Act of 1940, as amended, with
particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be
the property of the Corporation and shall at all times
during the regular business hours of the Custodian be
open for inspection by duly authorized officers,
employees or agents of the Corporation and employees
and agents of the Securities and Exchange Commission.
In the event of termination of this Contract, the
Custodian will deliver all such records to the
Corporation, to a successor Custodian, or to such other
person as the Corporation may direct. The Custodian
will electronically transmit daily to the Corporation,
information pertaining to the securities
transactions of the Fund as a "custody only" custodian.
The Custodian shall, at the Corporation's request, supply
the Corporation with a tabulation of securities owned
by a Fund and held by the Custodian and shall, when
requested to do so by the Corporation and for such
compensation as shall be agreed upon between the
Corporation and the Custodian, include certificate
numbers in such tabulations.
5. Opinion of Funds' Independent Public Accountants
The Custodian shall take all reasonable action, as the
Corporation may from time to time request, to obtain
from year to year favorable opinions from each Fund's
independent public accountants with respect to its
activities hereunder in connection with the preparation
of the Fund's registration statement, periodic reports,
or any other reports to the Securities and Exchange
Commission and with respect to any other requirements
of such Commission.
6. Asset Verifications; Reports
(1) Assets deposited by the Company with the
Custodian shall be verified by actual examination by
the Corporation's independent public accountant at
least three (3) times during each fiscal year, at least
two of which shall be chosen by such accountant without
prior notice to the Custodian. The Custodian shall
cooperate fully with such examinations, including
making its facilities and the Corporation's assets
available to the accountants on the dates chosen by the
accountants for such examinations.
(2) The Custodian shall provide the Corporation,
at such times as the Corporation may reasonably
request, with reports that have been prepared by on
behalf of the Custodian with respect to the Custodian's
or subcustodian's internal procedures relating to
custody, including, but not limited to, accounting
systems, internal accounting control and procedures for
safeguarding securities, futures contracts and options
on futures contracts, including securities deposited
and/or maintained in a Securities System or use of Book
Entry Mutual Fund Shares.
7. Compensation of Custodian
The Corporation shall pay the Custodian a fee for
its services with respect to each Fund (the "Custody
Fee") at the annual rate set forth on Exhibit A hereto.
The Custody Fee shall be accrued each calendar month
during the term of this Agreement and shall be paid
promptly after the end of the month in which accrued.
The monthly fee accruals will be computed by
multiplying 1/12 by the annual rate and multiplying the
product by the net asset value of the Fund as
determined in accordance with the Corporation's
registration statement as of the close of business on
the last day on which the Fund was open for business of
each month. The Corporation shall also reimburse the
Custodian for any reasonable out-of-pocket expenses the
Custodian incurs on behalf of a Fund in connection with
providing its services hereunder.
8. Responsibility of Custodian
The Custodian shall be held to a standard of
reasonable care in carrying out the provisions of this
Contract; provided, however, that the Custodian shall
be held to any higher
standard of care which would be
imposed upon the Custodian by any applicable law or
regulation as if such above stated standard of
reasonable care were not part of this Contract. The
Custodian shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the
Corporation) on all matters, and shall be without
liability for any action reasonably taken or omitted
pursuant to such advice, provided that such action is
not in violation of applicable federal or state laws or
regulations, and is in good faith and without
negligence. The Custodian shall be kept indemnified by
the Corporation but only from the assets of the Fund
involved in the issue at hand and be without liability
for any action taken or thing done by it in carrying
out the terms and provisions of this Contract in
accordance with the above standards.
In order that the indemnification provisions
contained in this Section 8 shall apply, however, it is
understood that if in any case the Corporation may be
asked to indemnify or save the Custodian harmless, the
Corporation shall be fully and promptly advised of all
pertinent facts concerning the situation in question,
and it is further understood that the Custodian will
use all reasonable care to identify and notify the
Corporation promptly concerning any situation which
presents or appears likely to present the probability
of such a claim for indemnification. The Corporation
shall have the option to defend the Custodian against
any claim which may be the subject of this
indemnification, and in the event that the Corporation
so elects it will so notify the Custodian and thereupon
the Corporation shall take over complete defense of the
claim, and the Custodian shall in such situation
initiate no further legal or other expenses for which
it shall seek indemnification under this Section. The
Custodian shall in no case confess any claim or make
any compromise in any case in which the Corporation
will be asked to indemnify the Custodian except with
the Corporation's prior written consent.
If the Corporation requires the Custodian to take
any action with respect to securities, which action
involves the payment of money or which action may, in
the reasonable opinion of the Custodian, result in the
Custodian or its nominee assigned to a Fund being
liable for the payment of money or incurring liability
of some other form, the Custodian may request the
Corporation, as a prerequisite to requiring the
Custodian to take such action, to provide indemnity to
the Custodian in an amount and form satisfactory to the
Custodian.
The Corporation agrees to indemnify and hold
harmless the Custodian and its nominee from and against
all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) (referred to
herein as authorized charges) incurred or assessed
against it or its nominee in connection with the
performance of this Contract, except such as may arise
from it or its nominee's own failure to act in
accordance with the standard of reasonable care or any
higher standard of care which would be imposed upon the
Custodian by any applicable law or regulation as if
such above-stated standard of reasonable care were not
part of this Contract.
9. Effective Period, Termination and Amendment
This Contract shall become effective as of its
execution, shall continue in full force and effect
until terminated as hereinafter provided, may be
amended at any time by written agreement of the parties
hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage
prepaid to the other party, such termination to take
effect not sooner than sixty
(60) days after the date
of such delivery or mailing; provided, however, that
the Custodian shall not act under Section 2.12 hereof
in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board
of the Corporation has approved the initial use of a
particular Securities System as required in each case
by Rule 17f-4 under the Investment Company Act of 1940,
as amended; provided further, however, that the
Corporation shall not amend or terminate this Contract
in contravention of any applicable federal or state
regulations, or any provision of the Articles of
Incorporation, and further provided, that the
Corporation may at any time by action of its Board of
Directors (i) substitute another bank or trust company
for the Custodian by giving notice as described above
to the Custodian, or (ii) immediately terminate this
Contract in the event of the appointment of a
conservator or receiver for the Custodian or upon the
happening of a like event at the direction of an
appropriate regulatory agency or court of competent
jurisdiction. This Contract may not be assigned by one
party without the written consent of the other party;
such assignment to take effect not sooner than sixty
(60) days after the date of the written consent.
Upon termination of the Contract, the Corporation
shall pay to the Custodian such compensation as may be
due as of the date of such termination and shall
likewise reimburse the Custodian for its costs,
expenses and disbursements.
10. Successor Custodian
If a successor custodian shall be appointed by the
Board of the Corporation, or if the Custodian shall
terminate this Contract, the Custodian shall, upon
termination, deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form
for transfer, all securities then held by it hereunder
for each Fund and shall transfer to separate accounts
of the successor custodian all of each Fund's
securities held in a Securities System and the Book-
Entry Mutual Fund Shares.
If the Corporation terminates this Contract and no
such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a
certified copy of a vote of the Board of the
Corporation, deliver at the office of the Custodian and
transfer such securities, funds and other properties in
accordance with such vote.
If the Custodian terminates this Contract and no
successor custodian is appointed or in the event that
no written order designating a successor custodian or
certified copy of a vote of the Board shall have been
delivered to the Custodian on or before the date when
such termination shall become effective, then the
Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the
Investment Company Act of 1940, as amended, of its own
selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published
report, of not less than $100,000,000, all securities,
funds and other properties held by the Custodian and
all instruments held by the Custodian relative thereto
and all other property held by it under this Contract
for each Fund and to transfer to separate accounts of
such successor custodian all of each Fund's securities
held in any Securities System. Thereafter, such bank
or trust company shall be the successor of the
Custodian under this Contract.
In the event that securities, funds and other
properties remain in the possession of the Custodian
after the date of termination hereof owing to failure
of the Corporation to procure the certified copy of the
vote referred to or of the Board to appoint a successor
custodian, the Custodian shall be entitled to fair
compensation for its services during such period as the
Custodian retains possession of such securities, funds
and other properties and the provisions of this
Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. Interpretive and Additional Provisions
In connection with the operation of this Contract,
the Custodian and the Corporation may from time to time
agree on such provisions interpretive of or in addition
to the provisions of this Contract as may in their
joint opinion be consistent with the general tenor of
this Contract. Any such interpretive or additional
provisions shall be in a writing signed by both parties
and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene
any applicable federal or state regulations or any
provision of the Articles of Incorporation. No
interpretive or additional provisions made as provided
in the preceding sentence shall be deemed to be an
amendment of this Contract.
12. Wisconsin Law to Apply
This Contract shall be construed and the
provisions thereof interpreted under and in accordance
with the internal laws of the State of Wisconsin.
13. Notices
Except as otherwise specifically provided herein,
Notices and other writings delivered or mailed postage
prepaid to the Corporation at 000 Xxxx Xxxxxx,
Xx Xxxxxx, Xxxxxxxxx 00000, or to the Custodian at 000
Xxxx Xxxxxx, Xx Xxxxxx, Xxxxxxxxx 00000, or to such
other address as the Corporation or Custodian may
hereafter specify, shall be deemed to have been
properly delivered or given hereunder to the respective
address.
14. Counterparts
This Contract may be executed simultaneously in
two or ore counterparts, each of which shall be deemed
an original.
IN WITNESS WHEREOF, each of the parties has caused
this instrument to be executed in its name and behalf
by its duly authorized representative as of the 22nd
day of December, 1998.
LA CROSSE FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------
Title: President
----------------------------
NORTH CENTRAL TRUST COMPANY
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------
Title: Chief Executive Officer
----------------------------
EXHIBIT A
to the
Custodian Contract
LA CROSSE LARGE CAP STOCK FUND
For all services rendered by the Custodian
hereunder, the Corporation shall pay the Custodian, on
behalf of the above-named Fund, and the Custodian
agrees to accept as full compensation for all services
rendered hereunder, an annual custodian fee equal to
0.01% of the average daily net assets of the Fund.
The annual custodian fee shall be accrued monthly
at the rate of 1/12th of 0.01% applied to the net
assets of the Fund on the last day on which the Fund is
open for business of each month. The custodian fee so
accrued, plus out-of-pocket expenses, shall be paid by
the Corporation to the Custodian monthly.
Executed this 22nd day of December, 1998.
The Custodian:
NORTH CENTRAL TRUST COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------
Xxxx X. Xxxxxx
Chief Executive Officer
The Corporation:
LA CROSSE FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
President
