Exhibit (g)
THIS
AGREEMENT is made and entered into as of this 17th day of December, 2003, by
and between FMI Mutual Funds, Inc., a Wisconsin corporation (the “Corp”)
and U.S. Bank National Association, a national banking association (the
“Custodian”).
WHEREAS,
the Corp is registered under the Investment Company Act of 1940, as amended (the”1940
Act”), as an open-end management investment company, and is authorized to issue
shares of beneficial interest in separate series, with each such series representing
interests in a separate portfolio of securities and other assets;
WHEREAS,
the Corp desires to retain U.S. Bank National Association to act as Custodian for each
series of the Corp listed on Exhibit C hereto (as amended from time to time) (each a
“Fund”, collectively the “Funds”);
WHEREAS,
the Corp desires that the Funds’ Securities (defined below) and cash be held
and administered by the Custodian pursuant to this Agreement; and
WHEREAS,
the Custodian is a bank having the qualifications prescribed in Section 26(a)(1) of the
1940 Act;
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein contained, and
other good and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
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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 Funds 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. |
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1.2 |
“Board of Directors” shall mean the Directors from time to time serving
under the Corp’s Articles of Incorporation, as from time to time amended. |
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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. |
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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 Corp computes the net asset
value of Shares of the Funds. |
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1.5 |
“Fund Custody Account” shall mean any of the accounts in the name of the
Corp, which is provided for in Section 3.2 below. |
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1.6 |
"NASD"
shall mean The National Association of Securities Dealers, Inc. |
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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 Corp. |
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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 any two Authorized Persons, (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 Corp 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 Corp. If Oral Instructions vary from the Written Instructions
that purport to confirm them, the Custodian shall notify the Corp of such variance but
such Oral Instructions will govern unless the Custodian has not yet acted. |
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1.9 |
“Proper Instructions” shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions when deemed
appropriate by both parties. |
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1.10 |
“Securities Depository” shall mean The Depository Trust Company and any
other clearing agency registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934 as amended (the “1934 Act”), which
acts as a system for the central handling of Securities where all Securities of any
particular class or series of an issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry without physical delivery
of the Securities. |
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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. |
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1.12 |
“Shares” shall mean, with respect to a Fund, the units of beneficial
interest issued by the Corp on account of the Funds. |
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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 Funds 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 Funds 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 Funds; (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 Funds will receive periodic reports with respect to the
safekeeping of the Funds’ assets, including, but not limited to, notification of any
transfer to or from a Funds’ 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. |
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1.14 |
“Written Instructions” shall mean (i) written communications actually
received by the Custodian and signed by any two Authorized Persons, or (ii) communications
by telex 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
APPOINTMENT OF
CUSTODIAN
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2.1 |
Appointment. The Corp hereby appoints the Custodian as custodian of all Securities
and cash owned by or in the possession of the Fund at any time during the period of this
Agreement, on the terms and conditions set forth in this Agreement, and the Custodian
hereby accepts such appointment and agrees to perform the services and duties set forth in
this Agreement. |
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2.2 |
Documents to be Furnished. The following documents, including any amendments
thereto, will be provided contemporaneously with the execution of the Agreement to the
Custodian by the Corp: |
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(a) |
A
copy of the Articles of Incorporation certified by the Secretary; |
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(b) |
A
copy of the Bylaws of the Corp certified by the Secretary; |
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(c) |
A
copy of the resolution of the Board of Directors of the Corp appointing the
Custodian, certified by the Secretary; |
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(d) |
A
copy of the then current Prospectus of each Fund; and |
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(e) |
A
certification of the Chairman and Secretary of the Corp setting forth the
names and signatures of the current Officers of the Corp and other
Authorized Persons. |
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2.3 |
Notice
of Appointment of Dividend and Transfer Agent. The Corp agrees to notify the
Custodian in writing of the appointment, termination or change in
appointment of any Dividend and Transfer Agent of the Funds. |
ARTICLE III
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 Funds (other than Securities maintained in a Securities Depository or
Book-Entry System) shall be physically segregated from other Securities and non-cash
property in the possession of the Custodian (including the Securities and non-cash
property of the other series of the Corp) and shall be identified as subject to this
Agreement. |
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3.2 |
Fund Custody Accounts. As to each Fund, the Custodian shall open and maintain in
its trust department a custody account in the name of the Trust coupled with the name of
the Fund, subject only to draft or order of the Custodian, in which the Custodian shall
enter and carry all Securities, cash and other assets of such Fund which are delivered to
it. |
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3.3 |
Appointment
of Agents. |
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(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
Funds 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 Funds shall be at the
Custodian’s expense and shall not relieve the Custodian of any of its
obligations or liabilities under this Agreement. |
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(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 Funds, it will so notify the Corp 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 Corp 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. |
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(c) |
The
Agreement between the Custodian and each Sub-Custodian acting hereunder shall
contain the required provisions set forth in Rule 17f-5(c)(2). |
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(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
Funds’ arrangements. The Custodian shall promptly take such steps as may
be required to withdraw assets of the Funds from any Sub-Custodian that has
ceased to meet the requirements of Rule 17f-5 under the 1940 Act. |
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(e) |
With
respect to its responsibilities under this Section 3.3, the Custodian hereby
warrants to the Corp that it agrees to exercise reasonable care, prudence and
diligence such as a person having responsibility for the safekeeping of
property of each Fund. The Custodian further warrants that a Fund’s assets
will be subject to reasonable care, based on the standards applicable to
custodians in the relevant market, if maintained with each Sub-Custodian, after
considering all factors relevant to the safekeeping of such assets, including,
without limitation: (i) the Sub-Custodian’s practices, procedures, and
internal controls, for certificated securities (if applicable), the method of
keeping custodial records, and the security and data protection practices; (ii)
whether the Sub-Custodian has the requisite financial strength to provide
reasonable care for Fund assets; (iii) the Sub-Custodian’s general
reputation and standing and, in the case of a Securities Depository, the
Securities Depository’s operating history and number of participants; and
(iv) whether the Fund will have jurisdiction over and be able to enforce
judgments against the Sub-Custodian, such as by virtue of the existence of any
offices of the Sub-Custodian in the United States or the Sub-Custodian’s
consent to service of process in the United States. |
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(f) |
The
Custodian shall establish a system to monitor the appropriateness of
maintaining a Fund’s assets with a particular Sub-Custodian and the
contract governing a Fund’s arrangements with such Sub-Custodian. |
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3.4 |
Delivery of Assets to Custodian. The Corp shall deliver, or cause to be delivered,
to the Custodian all of the Funds’ Securities, cash and other assets, including (a)
all payments of income, payments of principal and capital distributions received by the
Funds with respect to such Securities, cash or other assets owned by the Funds at any time
during the period of this Agreement, and (b) all cash received by the Funds 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. |
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3.5 |
Securities Depositories and Book-Entry Systems. The Custodian may deposit and/or
maintain Securities of the Funds in a Securities Depository or in a Book-Entry System,
subject to the following provisions: |
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(a) |
The
Custodian, on an on-going basis, shall deposit in a Securities Depository or
Book-Entry System all Securities eligible for deposit therein and shall make
use of such Securities Depository or Book-Entry System to the extent possible
and practical in connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of collateral
consisting of Securities. |
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(b) |
Securities
of the Funds 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. |
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(c) |
The
records of the Custodian with respect to Securities of the Funds maintained in
a Book-Entry System or Securities Depository shall, by book-entry, identify
such Securities as belonging to the Funds. |
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(d) |
If
Securities purchased by the Funds are to be held in a Book-Entry System or
Securities Depository, the Custodian shall pay for such Securities upon (i)
receipt of advice from the Book-Entry System or Securities Depository that such
Securities have been transferred to the Depository Account, and (ii) the making
of an entry on the records of the Custodian to reflect such payment and
transfer for the account of the Funds. If Securities sold by the Funds 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 the Funds. |
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(e) |
The
Custodian shall provide the Corp with copies of any report (obtained by the
Custodian from a Book-Entry System or Securities Depository in which Securities
of the Funds are kept) on the internal accounting controls and procedures for
safeguarding Securities deposited in such Book-Entry System or Securities
Depository. |
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(f) |
Anything
to the contrary in this Agreement notwithstanding, the Custodian shall be
liable to the Corp for any loss or damage to the Funds resulting (i) from the
use of a Book-Entry System or Securities Depository by reason of any negligence
or willful misconduct on the part of Custodian or any Sub-Custodian appointed
pursuant to Section 3.3 above or any of its or their employees, or (ii) from
failure of Custodian or any such Sub-Custodian to enforce effectively such
rights as it may have against a Book-Entry System or Securities Depository. At
its election, the Corp 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 Funds arising from the use of
such Book-Entry System or Securities Depository, if and to the extent that the
Funds has not been made whole for any such loss or damage. |
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(g) |
With
respect to its responsibilities under this Section 3.5 and pursuant to Rule 17f-4
under the 1940 Act, the Custodian hereby warrants to the Corp that it agrees to
(i) exercise due care in accordance with reasonable commercial standards
in discharging its duty as a securities intermediary to obtain and thereafter
maintain such assets; (ii) provide, promptly upon request by the Corp,
such reports as are available concerning the Custodian’s internal
accounting controls and financial strength; and (iii) require any
Sub-Custodian to exercise due care in accordance with reasonable commercial
standards in discharging its duty as a securities intermediary to obtain and
thereafter maintain assets corresponding to the security entitlements of its
entitlement holders. |
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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: |
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(a) |
For
the purchase of Securities for the Funds 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 Corp and a bank which is a member of the
Federal Reserve System or between the Corp 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; |
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(b) |
In
connection with the conversion, exchange or surrender, as set forth in Section
3.7(f) below, of Securities owned by the Funds; |
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(c) |
For
the payment of any dividends or capital gain distributions declared by the
Funds; |
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(d) |
In
payment of the redemption price of Shares as provided in Section 5.1 below; |
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(e) |
For
the payment of any expense or liability incurred by the Funds, including but
not limited to the following payments for the account of the Funds: interest;
taxes; administration, investment advisory, accounting, auditing, transfer
agent, custodian, director and legal fees; and other operating expenses of the
Fund; in all cases, whether or not such expenses are to be in whole or in part
capitalized or treated as deferred expenses; |
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(f) |
For
transfer in accordance with the provisions of any agreement among the Corp, 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 Funds; |
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(g) |
For
transfer in accordance with the provision of any agreement among the Corp, 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 Funds; |
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(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 |
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(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. |
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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: |
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(a) |
Upon
the sale of Securities for the account of the Funds but only against receipt of
payment therefor in cash, by certified or cashiers check or bank credit; |
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(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; |
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(c) |
To
an offeror’s depository agent in connection with tender or other similar
offers for Securities of the Funds; provided that, in any such case, the cash
or other consideration is to be delivered to the Custodian; |
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(d) |
To
the issuer thereof or its agent (i) for transfer into the name of the Funds,
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; |
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(e) |
To
the broker selling Securities, for examination in accordance with the “street
delivery” custom; |
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(f) |
For
exchange or conversion pursuant to any plan or merger, consolidation,
recapitalization, reorganization or readjustment of the issuer of such
Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or
receipt of underlying Securities in connection with the issuance or
cancellation of depository receipts; provided that, in any such case, the new
Securities and cash, if any, are to be delivered to the Custodian; |
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(g) |
Upon
receipt of payment therefor pursuant to any repurchase or reverse repurchase
agreement entered into by the Funds; |
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(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; |
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(i) |
For
delivery in connection with any loans of Securities of the Funds, but only
against receipt of such collateral as the Corp shall have specified to the
Custodian in Proper Instructions; |
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(j) |
For
delivery as security in connection with any borrowings by the Fund requiring a
pledge of assets by the Corp, but only against receipt by the Custodian of the
amounts borrowed; |
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(k) |
Pursuant
to any authorized plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Corp; |
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(l) |
For
delivery in accordance with the provisions of any agreement among the Corp, 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 Funds; |
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(m) |
For
delivery in accordance with the provisions of any agreement among the Corp, 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 Funds; or |
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(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. |
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3.8 |
Actions
Not Requiring Proper Instructions. Unless otherwise instructed by the Corp, the
Custodian shall with respect to all Securities held for the Funds: |
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(a) |
Subject
to Section 7.4 below, collect on a timely basis all income and other payments
to which the Funds are entitled either by law or pursuant to custom in the
securities business; |
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(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; |
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(c) |
Endorse
for collection, in the name of a Fund, checks, drafts and other negotiable
instruments; (d) Surrender interim receipts or Securities in temporary form for
Securities in definitive form; |
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(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 Corp at such time, in
such manner and containing such information as is prescribed by the IRS; |
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(f) |
Hold
for a 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 |
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(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 a Fund. |
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3.9 |
Registration and Transfer of Securities. All Securities held for a 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 a Fund may be registered in the name of the Fund,
the Custodian, or any Sub-Custodian appointed pursuant to Section 3.3 above, or in the
name of any nominee of any of them, or in the name of a Book-Entry System, Securities
Depository or any nominee of either thereof. The Corp 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. |
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(a) |
The
Custodian shall maintain, for each Fund, complete and accurate records with
respect to Securities, cash or other property held for the Fund, including (i)
journals or other records of original entry containing an itemized daily record
in detail of all receipts and deliveries of Securities and all receipts and
disbursements of cash; (ii) ledgers (or other records) reflecting (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 Corp 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. |
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(b) |
All
such books and records maintained by the Custodian shall (i) be maintained in a
form acceptable to the Corp and in compliance with rules and regulations of the
Securities and Exchange Commission, (ii) be the property of the Corp 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
Corp 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. |
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3.11 |
Fund Reports by Custodian. The Custodian shall furnish the Corp 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 Corp with a detailed statement of the Securities and moneys held by the
Custodian and the Sub-Custodians for the Funds under this Agreement. |
11
|
3.12 |
Other Reports by Custodian. The Custodian shall provide the Corp with such reports,
as the Corp 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 a 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 Corp 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 Corp
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 Corp desires to take action with respect to any tender offer, exchange offer or
other similar transaction, the Corp shall notify the Custodian at least five Business Days
prior to the date on which the Custodian is to take such action. The Corp will provide or
cause to be provided to the Custodian all relevant information for any Security which has
unique put/option provisions at least five Business Days prior to the beginning date of
the tender period. |
ARTICLE IV
PURCHASE AND SALE OF
INVESTMENTS OF THE FUND
|
4.1 |
Purchase of Securities. Promptly upon each purchase of Securities for a 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 a 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 a 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 a 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 a
Fund for such Securities to the same extent as if the Securities had been received by the
Custodian. |
12
|
4.3 |
Sale of Securities. Promptly upon each sale of Securities by a 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 a 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 Funds 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 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 Corp to facilitate the settlement of a Fund’s
transactions in the Fund Custody Account. Any such advance shall be repayable immediately
upon demand made by Custodian. |
13
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 a Fund, the Custodian shall wire each amount
specified in such Proper Instructions to or through such bank as the Corp may designate
with respect to such amount in such Proper Instructions. |
|
5.2 |
No Duty Regarding Paying Banks. Once the Custodian has wired amounts to a bank or
broker-dealer pursuant to Section 5.1 above, the Custodian shall not be under any
obligation to effect any further payment or distribution by such bank or broker-dealer. |
ARTICLE VI
SEGREGATED ACCOUNTS
Upon
receipt of Proper Instructions, the Custodian shall establish and maintain a segregated
account or accounts for and on behalf of a 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 Corp, 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 a Fund, |
| |
(b) |
for
purposes of segregating cash or Securities in connection with securities
options purchased or written by a Fund or in connection with financial futures
contracts (or options thereon) purchased or sold by a Fund, |
| |
(c) |
which
constitute collateral for loans of Securities made by a Fund, |
| |
(d) |
for
purposes of compliance by a 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 |
14
| |
(e) |
for
other proper corporate purposes, but only upon receipt of, in addition to
Proper Instructions, a certified copy of a resolution of the Board of
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 the Funds only. All Proper Instructions relating to a segregated account shall specify
each Fund.
ARTICLE VII
CONCERNING THE
CUSTODIAN
|
7.1 |
Standard of Care. The Custodian shall be held to the exercise of reasonable care in
carrying out its obligations under this Agreement, and shall be without liability to the
Corp or any Fund for any loss, damage, cost, expense (including attorneys’ fees and
disbursements), liability or claim unless such loss, damage, cost, expense, liability or
claim arises from negligence, bad faith or willful misconduct on its part or on the part
of any Sub-Custodian appointed pursuant to Section 3.3 above. The Custodian shall be
entitled to rely on and may act upon advice of counsel on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant to such advice. The
Custodian shall promptly notify the Corp 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 Corp or the Fund is in compliance with the 1940 Act, the
regulations thereunder, the provisions of the Corp’s charter documents or by-laws, or
its investment objectives and policies as then in effect. |
|
7.2 |
Actual Collection Required. The Custodian shall not be liable for, or considered to
be the custodian of, any cash belonging to a 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 a 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. |
15
|
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 Corp to keep the books of account of the Fund
and/or compute the value of the assets of a Fund. The Custodian shall take all such
reasonable actions as the Corp may from time to time request to enable the Corp to obtain,
from year to year, favorable opinions from the Corp’s independent accountants with
respect to the Custodian’s activities hereunder in connection with (a) the
preparation of the Corp’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 Corp of
any other requirements of the Securities and Exchange Commission. |
ARTICLE VIII
INDEMNIFICATION
|
8.1 |
Indemnification by Corp. The Corp 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 Corp, or (ii) upon Proper
Instructions, or (c) generally, from the performance of its obligations under this
Agreement or any sub-custody agreement with a Sub-Custodian appointed pursuant to Section
3.3 above, provided that neither the Custodian nor any such Sub-Custodian shall be
indemnified and held harmless from and against any such loss, damage, cost, expense,
liability or claim arising from the Custodian’s or such Sub-Custodian’s
negligence, bad faith or willful misconduct. |
|
8.2 |
Indemnification by Custodian. The Custodian shall indemnify and hold harmless the
Corp from and against any loss, damage, cost, expense (including attorneys’ fees and
disbursements), liability (including without limitation, liability arising under the
Securities Act of 1933, the 1934 Act, the 1940 Act, and any state or foreign securities
and/or banking laws) or claim arising from the negligence, bad faith or willful misconduct
of the Custodian or any Sub-Custodian appointed pursuant to Section 3.3 above, or any
nominee of the Custodian or of such Sub-Custodian. |
16
|
8.3 |
Indemnity to be Provided. If the Corp 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 Corp
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 Corp’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 a Fund shall be security therefor, and should
a Fund fail promptly to repay or indemnify the Custodian, the Custodian shall be entitled
to utilize available cash of such Fund and to dispose of other assets of such Fund to the
extent necessary to obtain reimbursement or indemnification. |
ARTICLE IX
FORCE MAJEURE
Neither
the Custodian nor the Corp shall be liable for any failure or delay in performance of its
obligations under this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fires; floods; wars; civil or military disturbances; sabotage; strikes;
epidemics; riots; power failures; computer failure and any such circumstances beyond its
reasonable control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication service;
accidents; labor disputes; acts of civil or military authority; governmental actions; or
inability to obtain labor, material, equipment or transportation; provided, however, that
the Custodian in the event of a failure or delay (i) shall not discriminate against a Fund
in favor of any other customer of the Custodian in making computer time and personnel
available to input or process the transactions contemplated by this Agreement and (ii)
shall use its best efforts to ameliorate the effects of any such failure or delay.
ARTICLE X
EFFECTIVE PERIOD;
TERMINATION
|
10.1 |
Effective
Period. This Agreement shall become effective as of its execution and shall continue
in full force and effect until terminated as hereinafter provided. |
17
|
10.2 |
Termination. Either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which shall be
not less than sixty (60) days after the date of the giving of such notice. If a successor
custodian shall have been appointed by the Board of 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 a
Fund and held by the Custodian as custodian, and (b) transfer any Securities held in a
Book-Entry System or Securities Depository to an account of or for the benefit of the Fund
at the successor custodian, provided that the Corp shall have paid to the Custodian all
fees, expenses and other amounts to the payment or reimbursement of which it shall then be
entitled. Upon such delivery and transfer, the Custodian shall be relieved of all
obligations under this Agreement. The Corp may at any time immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the Custodian
by regulatory authorities or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction. |
|
10.3 |
Failure to Appoint Successor Custodian. If a successor custodian is not designated
by the Corp on or before the date of termination specified pursuant to Section 10.1 above,
then the Custodian shall have the right to deliver to a bank or corporation company of its
own selection, which (a) is a “bank” as defined in the 1940 Act and (b) has
aggregate capital, surplus and undivided profits as shown on its then most recent
published report of not less than $25 million, all Securities, cash and other property
held by Custodian under this Agreement and to transfer to an account of or for a Fund at
such bank or trust company all Securities of the Fund held in a Book-Entry System or
Securities Depository. Upon such delivery and transfer, such bank or trust company shall
be the successor custodian under this Agreement and the Custodian shall be relieved of all
obligations under this Agreement. |
ARTICLE XI
COMPENSATION OF
CUSTODIAN
The
Custodian shall be entitled to compensation as agreed upon from time to time by the Corp
and the Custodian. The fees and other charges in effect on the date hereof and applicable
to the Funds are set forth in Exhibit C attached hereto.
18
ARTICLE XII
LIMITATION OF LIABILITY
It
is expressly agreed that the obligations of the Corp hereunder shall not be binding upon
any of the Directors, shareholders, nominees, officers, agents or employees of the Corp
personally, but shall bind only the property of the Corp as provided in the Trust’s
Articles of Incorporation, as from time to time amended. The execution and delivery of
this Agreement have been authorized by the Directors, and this Agreement has been signed
and delivered by an authorized officer of the Corp, acting as such, and neither such
authorization by the Directors 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 Corp property of the Corp as provided in the
above-mentioned Articles of Incorporation.
ARTICLE XIII
NOTICES
Any
notice required or permitted to be given by either party to the other shall be in writing
and shall be deemed to have been given on the date delivered personally or by courier
service, or three (3) days after sent by registered or certified mail, postage prepaid,
return receipt requested, or on the date sent and confirmed received by facsimile
transmission to the other party’s address set forth below:
Notice
to the Corp shall be sent to:
| |
FMI
Mutual Funds, Inc.
000 X. Xxxxx Xx.
Xxxxxxxxx, XX 00000 |
and
notice to the Custodian shall be sent to:
| |
U.S. Bank
National Association
000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX
Xxxxxxxxxx, Xxxx
00000
Attention: Mutual Fund Custody Services
Facsimile: (000)
000-0000 |
or at such other address as either
party shall have provided to the other by notice given in accordance with this Article
XIII.
19
ARTICLE XIV
MISCELLANEOUS
|
14.1 |
Governing
Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of Ohio. |
|
14.2 |
References to Custodian. The Corp 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 Funds and such other printed matter as merely identifies Custodian as
custodian for the Funds. The Corp shall submit printed matter requiring approval to
Custodian in draft form, allowing sufficient time for review by Custodian and its counsel
prior to any deadline for printing. |
|
14.3 |
No Waiver. No failure by either party hereto to exercise, and no delay by such
party in exercising, any right hereunder shall operate as a waiver thereof. The exercise
by either party hereto of any right hereunder shall not preclude the exercise of any other
right, and the remedies provided herein are cumulative and not exclusive of any remedies
provided at law or in equity. |
|
14.4 |
Amendments. This Agreement cannot be changed orally and no amendment to this
Agreement shall be effective unless evidenced by an instrument in writing executed by the
parties hereto. |
|
14.5 |
Counterparts. This Agreement may be executed in one or more counterparts, and by
the parties hereto on separate counterparts, each of which shall be deemed an original but
all of which together shall constitute but one and the same instrument. |
|
14.6 |
Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality and
enforceability of the remaining provisions shall not be affected or impaired thereby. |
|
14.7 |
Successors and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by either party hereto without the
written consent of the other party hereto. |
|
14.8 |
Headings. The headings of sections in this Agreement are for convenience of
reference only and shall not affect the meaning or construction of any provision of this
Agreement. |
20
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly
authorized officer on one or more counterparts as of the date first above written.
| FMI MUTUAL FUNDS, INC. |
U.S. BANK NATIONAL ASSOCIATION. |
By: /s/ Xxxxxx X. Xxxxxx |
By: /s/ Xxxx X. Xxxx |
Title: Vice President and Secretary |
Title: Vice President |
21
EXHIBIT A
AUTHORIZED PERSONS
Set
forth below are the names and specimen signatures of the persons authorized by the Corp to
administer the Fund Custody Accounts.
| Authorized Persons |
Specimen Signatures |
President: |
/s/ Xxx X. Xxxxxxx
|
Secretary: |
/s/ Xxxxxx X. Xxxxxx
|
Treasurer: |
/s/ Xxx X. Xxxxxxx
|
Vice President: |
/s/ Xxxxxx X. Xxxxxx
|
Adviser Employees: |
|
|
|
|
|
|
|
|
|
|
Transfer Agent/Fund Accountant Employees: |
/s/ Xxxx X. Xxxx
|
|
|
|
|
|
|
|
|
22
EXHIBIT B
USBank Institutional
Custody Services
Standards of Service Guide
USBank,
N.A. is committed to providing superior quality service to all customers and their agents
at all times. We have compiled this guide as a tool for our clients to determine our
standards for the processing of security settlements, payment collection, and capital
change transactions. Deadlines recited in this guide represent the times required for
USBank to guarantee processing. Failure to meet these deadlines will result in settlement
at our client’s risk. In all cases, USBank will make every effort to complete all
processing on a timely basis.
USBank
is a direct participant of the Depository Trust Company, a direct member of the Federal
Reserve Bank of Cleveland, and utilizes the Bank of New York as its agent for ineligible
and foreign securities.
For
corporate reorganizations, USBank utilizes SEI’s Reorg Source, Financial Information,
Inc., XCITEK, DTC Important Notices, Capital Changes Daily (CCH) and the Wall Street
Journal.
For
bond calls and mandatory puts, USBank utilizes SEI’s Bond Source, Xxxxx Information
Systems, Standard & Poor’s Corporation, XCITEK, and DTC Important Notices. USBank
will not notify clients of optional put opportunities.
Any
securities delivered free to USBank or its agents must be received three (3) business days
prior to any payment or settlement in order for the USBank standards of service to apply.
Should
you have any questions regarding the information contained in this guide, please feel free
to contact your account representative.
| |
The
information contained in this Standards of Service Guide is subject to change.
Should any changes be made USBank will provide you with an updated copy of its
Standards of Service Guide. |
23
USBank Security
Settlement Standards
| Transaction Type |
Instructions Deadlines* |
Delivery Instructions |
| DTC |
1:30 P.M. on Settlement Date |
DTC Participant #0000 |
|
|
Xxxxx Xxxx XX 00000 |
|
|
Institutional #________________ |
|
|
For Account #____________ |
| |
|
|
| Federal Reserve Book Entry |
12:30 P.M. on Settlement Date |
Federal Reserve Bank of Cleveland |
|
|
for Firstar Bank, N.A. ABA# 000000000 |
|
|
CINTI/1050 |
|
|
For Account #_____________ |
| |
|
|
| Federal Reserve Book Entry (Repurchase |
1:00 P.M. on Settlement Date |
Federal Reserve Bank of Cleveland |
| Agreement Collateral Only) |
|
for Firstar Bank, N.A. ABA# 000000000 |
|
|
CINTI/1040 |
|
|
For Account #_____________ |
| |
|
|
| PTC Securities |
12:00 P.M. on Settlement Date |
PTC For Account BYORK |
| (GNMA Book Entry) |
|
Firstar Bank / 117612 |
| 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 Firstar Bank / Cust #117612 |
|
|
Attn: Xxxxxx Xxxxxx |
| |
|
|
| CEDEL/EURO-CLEAR |
11:00 A..M. on Settlement Date minus 2 |
Cedel a/c 55021 |
|
|
FFC: a/c 387000 |
|
|
Firstar Bank /Global Omnibus |
| |
|
|
|
|
Euroclear a/c 97816 |
|
|
FFC: a/c 387000 |
|
|
Firstar Bank/Global Omnibus |
| |
|
|
| Cash Wire Transfer |
3:00 P.M. |
Firstar Bank, X.X. Xxxxx/Trust ABA# 000000000 |
|
|
Credit Account #112950027 |
|
|
Account of Firstar Trust Services |
|
|
Further Credit to ___________ |
|
|
Account # _______________ |
* All times listed are Eastern
Standard Time.
24
USBank Payment
Standards
| Security Type |
Income |
Principal |
| |
|
|
| Equities |
Payable Date |
| |
|
|
| Municipal Bonds* |
Payable Date |
Payable Date |
| |
|
|
| Corporate Bonds* |
Payable Date |
Payable Date |
| |
|
|
| Federal Reserve Bank Book Entry* |
Payable Date |
Payable Date |
| |
|
|
| PTC GNMA's (P&I) |
Payable Date + 1 |
Payable Date + 1 |
| |
|
|
| CMOs * |
| DTC |
Payable Date + 1 |
Payable Date + 1 |
| Bankers Trust |
Payable Date + 1 |
Payable Date + 1 |
| |
|
|
| SBA Loan Certificates |
When Received |
When Received |
| |
|
|
| Unit Investment Trust Certificates* |
Payable Date |
Payable Date |
| |
|
|
| Certificates of Deposit* |
Payable Date + 1 |
Payable Date + 1 |
| |
|
|
| Limited Partnerships |
When Received |
When Received |
| |
|
|
| Foreign Securities |
When Received |
When Received |
| |
|
|
| *Variable Rate Securities |
| Federal Reserve Bank Book Entry |
Payable Date |
Payable Date |
| DTC |
Payable Date + 1 |
Payable Date + 1 |
| Bankers Trust |
Payable Date + 1 |
Payable Date + 1 |
| |
NOTE: |
If a payable date falls on a weekend or bank holiday, payment will be made on the
immediately following business day. |
25
USBank Corporate
Reorganization Standards
| Type of Action |
Notification to Client |
Deadline for Client Instructions
to USBank |
Transaction
Posting |
| |
|
|
|
| Rights, Warrants, |
Later of 10 business days prior to |
5 business days prior to expiration |
Upon receipt |
| and Optional Mergers |
expiration or receipt of notice |
| |
|
|
|
| Mandatory Puts with |
Later of 10 business days prior to |
5 business days prior to expiration |
Upon receipt |
| Option to Retain |
expiration 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 |
5 business days prior to expiration |
Upon receipt |
| Exchanges, |
expiration 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 |
None |
Upon receipt |
|
expiration or receipt of notice |
| |
NOTE: |
Fractional
shares/par amounts resulting from any of the above will be sold. |
26
EXHIBIT C
Fund Names
Each a Separate Series
of
FMI Mutual Funds, Inc
| Name of Series |
Date Added |
| FMI Provident Trust Strategy Fund |
2/1/1995 |
| FMI Xxxxxxx Growth Fund |
6/30/1995 |
| FMI Woodland Small Capitalization Value Fund |
9/15/1996 |
| FMI Sasco Contrarian Value Fund |
12/30/1997 |
| FMI Xxxxxxxxxxxxx Partners Emerging Growth Fund |
9/30/1999 |
27
U.S. Bank National
Association.
Domestic Custody Fee
Schedule
Annual fee based upon market value
| |
$0.20
per $1,000) 2 basis points
Minimum annual fee per fund $3,000 |
Investment transactions (purchase,
sale, exchange, tender, redemption, maturity, receipt, delivery):
| |
$12.00
per book entry security (depository and Federal Reserve System)
$25.00 per definitive
security (physical)
$25.00 per mutual fund trade
$75.00 per Euroclear
$ 8.00 per principal
reduction on pass-through certificates
$ 6.00 per short sale/liability transaction
$35.00
per option/futures contract
$15.00 per variation margin |
Variable Amount Demand Notes: Used as
a short-term investment, variable amount notes offer safety and prevailing high interest
rates. Our charge, which is 1/4 of 1%, is deducted from the variable amount note income at
the time it is credited to your account.
Plus out-of-pocket expenses, and
extraordinary expenses based upon complexity
Fees and out-of-pocket expenses are
billed monthly, based upon market value at the beginning of the month
28
FMI MUTUAL FUNDS, INC.
AMENDMENT
TO THE
CUSTODY
AGREEMENT
THIS
AMENDMENT dated as of _______ ___, 2004, to the Custody Agreement, dated as of
December 17, 2003 (the “Agreement”), is entered by and between FMI Mutual
Funds, Inc., a Wisconsin corporation (the “Corporation”) and U.S. Bank,
N.A., a national banking association (the “Custodian”).
RECITALS
WHEREAS,
the parties have entered into a Custody Agreement; and
WHEREAS, the
Corporation intends to create additional funds; and
WHEREAS,
the Corporation and the Custodian desire to extend said Agreement to apply to the recently
added funds; and
WHEREAS,
Article XIV, Section 14.4 of the Agreement allows for its amendment by a written
instrument executed by both parties.
NOW,
THEREFORE, the parties agree as follows:
Exhibit C
of the Agreement are hereby superceded and replaced with Exhibit C attached hereto.
Except to the extent supplemented
hereby, the Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a
duly authorized officer on one or more counterparts as of the date and year first written
above.
| FMI MUTUAL FUNDS, INC. |
U.S. BANK, N.A. |
By: ______________________________ |
By: ________________________________ |
Title: ______________________________ |
Title: ________________________________ |
Fund Names
Separate Series of FMI
Mutual Funds, Inc.
| Name of Series |
Date Added |
FMI Provident Trust Strategy Fund |
| FMI Xxxxxxx Growth Fund |
| FMI Woodland Small Capitalization Value Fund |
| FMI Sasco Contrarian Value Fund |
| FMI Xxxxxxxxxxxxx Partners Emerging Growth Fund |
| Cortina Small Cap Growth Fund |
| Cortina Small Cap Opportunity Fund |
