CUSIODIAN AGREEMENT
THIS AGREEMENT made on the 14th day of September 1980,
between XXXXXXXX FUND, INC., a Maryland corporation
(hereinafter called the "Fund"), and the FIRST WISCONSIN
TRUST COMPANY, a Wisconsin corporation (hereinafter
called the "Custodian",
WITNESSETH:
WHEREAS, the Fund desires that its securities and cash
shall be hereafter held and administered by the
Custodian pursuant to the terms of this Agreement and
that the Custodian act as dividend disbursing and
transfer agent for its Common Stock and the Custodian
desires to hold and administer such securities and cash
and to act as such dividend disbursing and transfer
agent.
NOW, THEREFOR, in consideration of the mutual agreements
herein made, the Fund and the Custodian agrees as
follows:
Sec. l. Appointment and Acceptance of Custodian.
The Fund hereby constitutes and appoints the
Custodian as custodian of all of its securities and cash and
as its dividend disbursing and transfer agent and the
Custodian hereby accepts such appointments. The Fund will
promptly deliver to the Custodian all securities and cash
now owned by it and hereafter from time to time conveyed
into its possession.
Sec. 2. Definitions; Names, Titles and Signatures of
Fund's Officers.
The word "securities" as used herein includes
stocks, shares, bonds, debentures, notes, mortgages or other
obligations and any certificates, receipts, warrants or
other instruments representing rights to receive, purchase
or subscribe for the same, or evidencing or representing any
other rights or interests therein, or in any property or
assets.
The words "officers' certificate" shall mean a
request or direction or certification in writing signed in
the name of the Fund by either any two of the President, a
Vice President, the Secretary and the Treasurer of the Fund;
or any one of the foregoing officers and one of the Fund's
directors or the Fund's counsel.
The President or Vice President and Secretary or
Assistant Secretary of the Fund will certify to the
Custodian the names and signatures of those persons
authorized to sign the officers' certificates described
in this Section 2, and the names of the members of the
board of Directors, together with any changes which may
occur from time to time.
See. 3. Receipt and Disbursement of Money.
A. The Custodian shall hold in a separate account
or accounts, and physically segregated at all times from
those of any other persons, firms or corporations, pursuant
to the provisions thereof, in the name of the Fund, subject
only to draft or order by the Custodian acting pursuant to
the terms of this Agreement, all cash received by it from or
for the account of the Fund. The Custodian shall credit to
such account or accounts of the Fund all cash received by it
for the account of the Fund, allocated into such principal
and interest accounts as the Fund shall direct. Upon receipt
of an officers' certificate from the Fund, the Custodian may
open and maintain an additional account or accounts in such
other banks or trust companies as may be designated in such
officers' certificate, such accounts, however, to be in the
name of the Custodian and subject only to its draft or
order. The Custodian shall make payments of cash to, or
for the account of, the Fund from such cash only.
(a) for the purchase of securities for the
portfolio of the Fund upon the (delivery of such
securities to the Custodian, registered in the name
of the Fund or of the nominee of the Custodian
referred to in Sec. 7 hereof or in proper form for
transfer;
(b) for the payment of interest, dividends, taxes,
management or supervisory fees or operating
expenses (including, without limitation thereto,
fees for legal, accounting, auditing, custodian,
dividend disbursement and transfer agent services);
(c) for payments in connection with the
conversion, exchange or surrender of securities
owned or subscribed to by the Fund held by or to be
delivered to the Custodian; or
(d) for other proper corporate purposes.
Except as provided below before making any such
payment the Custodian shall receive (and may rely
upon) either an officers' certificate requesting such
payment and stating that it is for a purpose permitted
under the terms of items (a), (b) or (c) of this subsection
A, or, in respect of item (d), an officers' certificate and
a certified copy of a resolution of the Board of Directors
signed by an officer of the Fund 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 corporate purpose, and naming the person or
persons to whom such payment is to be made.
An officers' certificate need not proceed the
disbursement of cash for the purpose of purchasing a money
market instrument if any one of the Fund's officers issues
oral instructions to the Custodian and an appropriate
officers' certificate is received by the Custodian within
two (2) business days thereafter.
B. The Custodian is hereby authorized to endorse
and collect all checks, drafts or other orders for the
payment of money received by the Custodian for the account
of the Fund.
Sec. 4. Receipt of Securities.
The Custodian shall deposit and hold in a separate
account, and physically segregated at all times from those
of any other persons, firms or corporations, pursuant
to the provisions hereof, all securities received by it
from or for the account of the Fund. The Custodian, by book
entry or otherwise, shall identify as belonging to the
Fund a quantity of securities in a fungible bulk of
securities registered in the name of the Custodian or its
nominee or shown in Custodian's book entry system. All such
securities are to be held or disposed of by the Custodian
for, and subject at all times to the instructions of, the
Fund pursuant to the terms of this Agreement. The Custodian
shall have no power or authority to assign, hypothecate,
pledge or otherwise dispose of any such securities and
investments, except pursuant to the directive of the Fund
and only for the account of the Fund as set forth in Sec. 5
of this Agreement.
See. 5. Transfer, Exchange, Redelivery, etc. of
Securities.
The Custodian shall have sole power to release or
deliver any securities of the Fund held by it pursuant to
this Agreement. The Custodian agrees to transfer, exchange
or deliver securities held by it hereunder only:
(a) for sales of such securities for the account
of the Fund upon receipt by the Custodian of
payment therefor;
(b) when such securities are called, redeemed or
retired or otherwise become payable;
(c) for examination by any broker selling any Such
securities In accordance with "street delivery"
customs;
(d) in exchange for or upon conversion into other
securities alone or other securities and cash
whether pursuant to any plan of liquidation,
refinancing, merger, consolidation, reorganization,
recapitalization or readjustment or otherwise;
(e) upon conversion of such securities pursuant to
their terms into other securities;
(f) upon exercise or subscription, purchase or
other similar rights represented by such
securities;
(g) for the purpose of redeeming in kind shares of
capital stock of the Fund upon delivery thereof to
the Custodian; or
(h) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant
to items (b), (d), (e) and (f), securities or cash
receivable in exchange therefor shall be deliverable to the
Custodian. Before making any such transfer, exchange or
delivery, the Custodian shall receive (and may rely upon)
either an officers' certificate requesting such transfer,
exchange or delivery and stating that it is for a purpose
permitted under the terms of items (a), (b), (c), (d), (e),
(f) or (g) of this Sec. 5 or, in respect of item (h), an
officers' certificate and a certified copy of a resolution
of the Board of Directors signed by an officer of the Fund
and certified by its Secretary or an Assistant Secretary
specifying the securities to be transferred, exchanged or
delivered, setting forth the purpose for which such
transfer, exchange or delivery is to be made, declaring such
purpose to be a proper corporate purpose and naming the
person or persons to whom such transfer, exchange or
delivery of such securities is to be made.
See. 6. Custodian's Acts Without Instructions.
Unless and until the Custodian receives an officers'
certificate to the contrary, the Custodian shall:
(a) Present for payment all coupons and other
items held by it for the account of the Fund which
call for payment upon presentation and hold the
cash received by it upon such payment for the
account of the Fund;
(b) collect all income, profits, earnings,
dividends, rights, interest and other distributions
and collect all payments on account of principal of
securities sold, due, exchanged or called for
redemption;
(c) hold for the account of the Fund hereunder all
stock dividends, rights and similar securities;
(d) surrender securities in temporary form for
definitive securities;
(e) execute as agent on behalf of the Fund all
necessary ownership certificates required by the
Internal Revenue Code or the Income Tax Regulations
of the United States Treasury Department or under
the laws of any State now or hereafter in effect,
inserting the Fund's name on such certificates as
the owner of the securities covered thereby, to the
extent it may lawfully do so; and
(f) perform the duties of transfer agent specified
in Sec. 11 below.
Sec. 7 Registration of Securities.
Except as otherwise directed by an officers'
certificate, the Custodian shall register all securities,
except such as are in bearer form, in the name of a
registered nominee of the Custodian as defined in the
Interna1 Revenue Code and any regulations of the Treasury
Department issued thereunder or in any provision of any
subsequent Federal tax law exempting such transactions from
liability for stock transfer taxes, and shal1 execute and
deliver all such certificates in connection therewith as may
be required by such laws or Regulations or under the laws of
any State. The Custodian shall use its best efforts to the
end that the specific securities held by it hereunder shall
be at all times identifiable in its records.
The Fund shall from time to time 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 its registered nominee, any securities which
it may hold for the account of the Fund and which may from
time to time be registered in the name of the Fund.
Sec. 8. Voting and Other Action.
Neither the Custodian nor any nominee of the
Custodian shall vote any of the securities held hereunder by
or for the account of the Fund, except in accordance with
the instructions contained in an officers' certificate. The
Custodian shall deliver, or cause to be executed and
delivered, to the Fund all notices, proxies and proxy
soliciting materials with relation to such securities, such
proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the
Fund), but without indicating the manner in which such
proxies are to be voted.
See. 9. Transfer Tax and Other Disbursements.
The Fund shall pay or reimburse the Custodian from
time to time for any transfer taxes payable upon transfers
of securities made hereunder, and for all other necessary
and proper disbursements and expenses made or incurred by
the Custodian in the performance of this Agreement.
The Custodian shall execute and deliver such
certificates in connection with securities delivered to it
or by it under this Agreement as may be required under the
provisions of the Internal Revenue Code and any Regulations
of the Treasury Department issued thereunder, or under the
laws of any State, to exemptable from taxation any
exemptable transfers and/or deliveries of any such
securities.
Sec. 10. Dividend Disbursing Agent
The Custodian shall act as dividend disbursing agent
for the Fund and shall in paying dividends or distributions,
act upon an officers' certificate indicating the date of
declaration of such dividend or distribution, the date of
payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount per
share of cash and/or securities payable or distributable as
dividends, that the appropriate action had been taken
pursuant to the Articles of Incorporation and By-Laws of the
Fund authorizing the payment of said dividend and such other
matters as may be deemed appropriate.
Sec. 11. Transfer Agent.
The Custodian shall act as transfer agent for the
Fund.
A. In connection therewith It shall issue
certificates or confirmations evidencing or stating,
respectively, shares of Common Stock of the Fund upon
receipt of a request to purchase shares from investors and
payment for such shares based upon the net asset value of
the Fund's shares for such day, all as specified as to form
and procedure in the Fund's prospectus current at the time.
B. In connection therewith, it shall disburse the
cash proceeds to those shareholders of the Fund requesting
redemption of their shares (or portions thereof) at the net
asset value of the Fund, upon receipt of a redemption
request in proper form as provided in the Fund's current
prospectus, or if certificates representing the shares of
the Fund have been issued, upon receipt of such certificates
properly endorsed for transfer as provided in the Fund's
prospectus current at the time.
C. The Custodian may rely upon an oral communication
from one of the persons authorized to sign an officers'
certificate on behalf of the Fund, or from an employee(s) of
Xxxxxxxx Company, Inc., designated in writing by an officer
of the Fund, with respect to the daily net asset value of a
share of common stock of the Fund.
Sec. 12. Concerning Custodian.
The Custodian shal1 be paid as compensation for its
services pursuant to this Agreement such compensation as may
from time to time be agreed upon in writing between the two
parties. Until modified in writing between the Custodian and
the Fund, such compensation shall be as set forth in Exhibit
A hereto.
The Custodian shal1 not be liable for any action
taken in good faith upon any certificate herein described or
certified copy of any resolution of the Board of Directors,
and may rely on the genuineness of any such document which
it may in good faith believe to have been validly executed.
The Fund agrees to indemnify and hold harmless the
Custodian and its nominee from all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
incurred or assessed against it or its nominee in connection
with the performance of this Agreement, except such as may
arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct. The
Custodian is authorized to charge any account of the Fund
for such items. In the event of any advance of cash for any
purpose made by the Custodian resulting from orders or
instructions of the Fund, or in the event that the Custodian
or is nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection
with the performance of this Agreement, except such as may
arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be
security therefor.
See. 13. Reports by Custodian
The Custodian shall furnish the Fund with the
following written reports or advices:
(a) daily advices or confirmations showing all
securities purchased and prices paid therefor, securities
sold and prices received therefor, and all other
transactions affecting securities held for the account of
the fund;
(b) daily statements setting forth a summary of all
transactions made or which took place with respect to the
account of the Fund;
(c) at the close of each quarter of the Fund's
fiscal year, a list showing cost of the securities held by
it for the Fund hereunder, certified by a duly authorized
officer of the Custodian;
(d) promptly, all reports it receives from the
appropriate Federal Reserve Bank or clearing agency on its
respective system of internal accounting control;
(c) all reports reasonably requested by the Fund
from time to time relating to the Custodian's or its agent's
own system of internal accounting control.
The books and records of the Custodian pertaining to
its actions under this Agreement shall be open to inspection
and audit at reasonable times by officers of and auditors
employed by the Fund.
Sec.14 Use of Central Depository
Nothing herein shall be deemed to prevent the use by
Custodian of a central securities clearing house or
depository and specifically the provisions of Secs. 3A, 4
and 7 hereof dealing with segregation of assets and
securities and registration of securities in the name of the
Custodian's nominee are inapplicable to the extent they are
inconsistent with the use of such central clearing house or
depository; provided, however, that the Custodian and the
central clearing house or depository meet all applicable
federal and state laws and rules and the Fund's Board of
Directors approves by resolution the use of such central
clearing house or depository.
Sec. 15. Termination or
This Agreement may be terminated by the Fund, or by
Custodian, on sixty (60) days' notice, given in writing and
sent by certified mail to Custodian at 000 Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 or to the Fund at 000
Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 as the
case may be. The notice to the Custodian shall be given
pursuant to a resolution adopted by the Board of Directors
of the Fund. Upon termination of the Agreement the Custodian
shall deliver to the successor custodian of the Fund
designated in a certified copy of a resolution of the board
of Directors of the Fund, filed with the Custodian all cash,
securities and related instruments held by the Custodian.
Any securities registered the name of the Custodian or its
nominee shall be endorsed in form for transfer. The Fund
agrees to name such successor custodian within sixty (60)
days after the written notice of termination of this
Agreement is received or delivered by it.
This Agreement may not be assigned by Custodian
without the consent of the Fund, authorized or approved by a
resolution of its Board of Directors.
In witness thereof, the parties hereto have caused
this Agreement to be executed and their respective corporate
seals to be affixed hereto as of the date first above
written by their respective officers thereunto duly
authorized.
Executed in several counterparts, each of which is an
original
FIRST WISCONSIN TRUST COMPANY
Attest: ________________ By: ______________________
Assistant Secretary Vice President
Corporate Seal
Attest: __________________ _____________________
Xxxxxx X Xxxxxx By: Xxxxxx X. Xxxxxxxx
Secretary President
FIRSTAR TRUST COMPANY
To: Xxx Xxxxxx
From: Xxx Xxxxx
Date: December 24, 1997
Re: Xxxxxxxx Fund Fees For Calendar Years 1998 through 2000
TRANSFER AGENT FEES
Current
1997 1998 1999 2000
---- ---- ---- ----
First 20,000 $13.40 $14.00 $14.20 $14.40
Next 40,000 12.65 13.25 13.45 13.65
Next 40,000 12.15 12.75 12.95 13.15
100,000 to 275,000 11.90 12.50 12.70 12.90
Over 275,000 10.00 10.60 10.80 11.00
Money Market Fund 14.40 15.00 15.20 15.40
Closed Accounts Billed @ $6.00 per account
CUSTODIAN FEES:
MARKET VALUE BASED FEE:
First 7 Billion: 0/0 Xxxxx Xxxxx or (.00005)
Excess over 7 Billion: 0/00 Xxxxx Xxxxx or (.00004)
TRANSACTION BASED FEES:
DTC/Fed Book Entry Transactions: The fees for the first 6,000 trades per
year will be waived, we will charge $6.00 for these trades thereafter.
Physical Delivery trades will be charged @ $12.00 per trade.
There will be no fees for commercial paper or demand note transactions.
