PROSPECTOR FUNDS, INC. GLOBAL CUSTODY AGREEMENT
THIS
AGREEMENT is made and entered into as of this ____ day of September,
2007, by and between PROSPECTOR FUNDS, INC., a
Maryland corporation (the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America with its principal place of
business at Cincinnati, Ohio (the “Custodian”).
WHEREAS,
the Company 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 Custodian is a bank having the qualifications prescribed in Section 26(a)(1)
of the 1940 Act;
WHEREAS,
the Company desires to retain the Custodian to act as custodian of the cash
and
securities of each series of the Company listed on Exhibit C hereto (as
amended from time to time) (each a “Fund” and collectively, the “Funds”);
and
WHEREAS,
the Board of Directors of the Company has delegated to the Custodian the
responsibilities set forth in Rule 17f-5(c) under the 1940 Act and the Custodian
is willing to undertake the responsibilities and serve as the foreign custody
manager for the Company.
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
CERTAIN
DEFINITIONS
Whenever
used in this Agreement, the
following words and phrases shall have the meanings set forth below unless
the
context otherwise requires:
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1.1
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“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 each Fund and named in Exhibit A hereto
or in such resolutions of the Board of Directors, certified by an
Officer,
as may be received by the Custodian from time to
time.
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1.2
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“Board
of Directors” shall mean the directors from time to time serving under
the Company’s articles of incorporation, as amended from time to
time.
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1.3
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“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
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“Business
Day” shall mean any day recognized as a settlement day by The New
York
Stock Exchange, Inc., and any other day for which the Company computes
the
net asset value of Shares of the
Funds.
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1.5
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“Eligible
Foreign Custodian” has the meaning set forth in Rule 17f-5(a)(1),
including a majority-owned or indirect subsidiary of a U.S. Bank
(as
defined in Rule 17f-5), a bank holding company meeting the requirements
of
an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other
appropriate action of the SEC), or a foreign branch of a Bank (as
defined
in Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a
custodian under Section 17(f) of the 1940 Act; the term does not
include
any Eligible Securities Depository.
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1.6
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“Eligible
Securities Depository” shall mean a system for the central handling of
securities as that term is defined in Rule 17f-4 and 17f-7 under
the 1940
Act.
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1.7
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“Foreign
Securities” means any of the Company’s investments (including foreign
currencies) for which the primary market is outside the United States
and
such cash and cash equivalents as are reasonably necessary to effect
the
Company’s transactions in such
investments.
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1.8
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“Fund
Custody Account” shall mean any of the accounts in the name of the
Company, which is provided for in Section 3.2
below.
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1.9
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“IRS”
shall mean the Internal Revenue
Service.
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1.10
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“NASD” shall
mean The National Association of Securities Dealers,
Inc.
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1.11
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“Officer”
shall mean the Chairman, President, any Vice President, any Assistant
Vice
President, the Secretary, any Assistant Secretary, the Treasurer,
or any
Assistant Treasurer of the Company.
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1.12
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“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 Authorized Person, (ii) recorded and kept among the records
of the Custodian made in the ordinary course of business, and (iii)
orally
confirmed by the Custodian. The Company shall cause all Oral
Instructions to be confirmed by Written Instructions prior to the
end of
the next Business Day. If such Written Instructions confirming
Oral Instructions are not received by the Custodian prior to a
transaction, it shall in no way affect the validity of the transaction
or
the authorization thereof by the Company. If Oral Instructions
vary from the Written Instructions that purport to confirm them,
the
Custodian shall notify the Company of such variance but such Oral
Instructions will govern unless the Custodian has not yet
acted.
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1.13
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“Proper
Instructions” shall mean Oral Instructions or Written
Instructions.
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1.14
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“SEC”
shall mean the Securities and Exchange
Commission.
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1.15
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“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 or its agents
have
the facilities to clear and
service.
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1.16
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“Securities
Depository” shall mean The Depository Trust Company and any other
clearing agency registered with the SEC 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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1.17
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“Shares”
shall mean, with respect to a Fund, the units of beneficial interest
issued by the Company on account of such
Fund.
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1.18
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“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, and (ii) any “Eligible Foreign
Custodian” 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 be in writing and 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 Foreign Securities 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 Foreign Securities
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 Funds or
as being
held by a third party for the benefit of the Funds; (v) that the
Funds’
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 the Funds’ account or a third party account containing assets
held for the benefit of the Funds. Such contract may contain,
in lieu of any or all of the provisions specified in (i)-(vi) above,
such
other provisions that the Custodian determines will provide, in their
entirety, the same or a greater level of care and protection for
the
Funds’ assets as the specified
provisions.
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1.19
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“Written
Instructions” shall mean (i) written communications actually received
by the Custodian and signed by an Authorized Person, (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.
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ARTICLE
II
APPOINTMENT
OF CUSTODIAN
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2.1
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Appointment. The
Company hereby appoints the Custodian as custodian of all Securities
and
cash owned by or in the possession of the Funds 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
. The Company hereby delegates to the Custodian, subject to
Rule 17f-5(b), the responsibilities with respect to the Funds’ Foreign
Securities, and the Custodian hereby accepts such delegation as foreign
custody manager with respect to the Funds. The services and
duties of the Custodian shall be confined to those matters expressly
set
forth herein, and no implied duties are assumed by or may be asserted
against the Custodian hereunder.
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2.2
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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
Company:
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(a)
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A
copy of the Company’s articles of incorporation, certified by the
Secretary;
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(b)
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A
copy of the Company’s bylaws, certified by the
Secretary;
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(c)
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A
copy of the resolution of the Board of Directors of the Company appointing
the Custodian, certified by the
Secretary;
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(d)
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A
copy of the current prospectus of each Fund (the
“Prospectus”);
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(e)
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A
certification of the Chairman or the President and the Secretary
of the
Company setting forth the names and signatures of the current Officers
of
the Company and other Authorized Persons;
and
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(f)
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An
executed authorization required by the Shareholder Communications
Act of
1985, attached hereto as Exhibit
E.
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2.3
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Notice
of Appointment of Transfer Agent. The Company agrees to
notify the Custodian in writing of the appointment, termination or
change
in appointment of any transfer agent of the
Funds.
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ARTICLE
III
CUSTODY
OF CASH AND SECURITIES
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3.1
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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,
Eligible 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 Company, if applicable) and shall be identified
as
subject to this Agreement.
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3.2
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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
Company coupled with the name of the Fund, subject only to draft
or order
of the Custodian, in which the Custodian shall enter and carry all
Securities, cash and other assets of such Fund which are delivered
to
it.
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3.3
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Appointment
of Agents.
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(a)
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In
its discretion, the Custodian may appoint one or more Sub-Custodians
to
establish and maintain arrangements with (i) Eligible Securities
Depositories or (ii) Eligible Foreign Custodians who are members
of the
Sub-Custodian’s network 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. The Custodian shall be liable
for the actions of any Sub-Custodians (regardless of whether assets
are
maintained in the custody of a Sub-Custodian, a member of its network
or
an Eligible Securities Depository) appointed by it as if such actions
had
been done by the Custodian.
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(b)
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If,
after the initial approval of this Agreement by the Board of Directors
and
the initial appointment of Sub-Custodians pursuant to this Agreement,
the
Custodian wishes to appoint other Sub-Custodians to hold property
of the
Funds, it will so notify the Company and make the necessary determinations
as to any such new Sub-Custodian's eligibility under Rule 17f-5 under
the
1940 Act.
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(c)
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In
performing its delegated responsibilities as foreign custody manager
to
place or maintain the Funds’ assets with a Sub-Custodian, the Custodian
will determine that the Funds’ assets will be subject to reasonable care,
based on the standards applicable to custodians in the country in
which
the Funds’ assets will be held by that Sub-Custodian, after considering
all factors relevant to safekeeping of such assets, including, without
limitation the factors specified in Rule
17f-5(c)(1).
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(d)
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The
agreement between the Custodian and each Sub-Custodian acting hereunder
shall contain the required provisions set forth in Rule 17f-5(c)(2)
under
the 1940 Act.
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(e)
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At
the end of each calendar quarter, the Custodian shall provide written
reports notifying the Board of Directors of the withdrawal or placement
of
the Securities and cash of each Fund with a Sub-Custodian and of
any
material changes in the Funds’ arrangements. Such reports shall
include an analysis of the custody risks associated with maintaining
assets with any Eligible Securities Depositories. The Custodian
shall as soon as reasonably practicable take such steps as may be
required
to withdraw assets of the Funds from any Sub-Custodian arrangement
that
has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under
the
1940 Act, as applicable.
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(f)
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With
respect to its responsibilities under this Section 3.3, the Custodian
hereby warrants to the Company that it agrees to exercise reasonable
care,
prudence and diligence such as a person having responsibility for
the
safekeeping of property of the Funds. The Custodian further
warrants that the Funds’ assets will be subject to reasonable care if
maintained with a 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, its method of keeping custodial records, and its
security and data protection practices; (ii) whether
the Sub-Custodian has the requisite financial strength to provide
reasonable care for the Funds’ 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; (iv) whether the Funds 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; and (v) the custody arrangement
provides reasonable safeguards against custody risks associated with
maintaining assets with the Eligible Securities
Depositories.
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(g)
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The
Custodian shall establish a system or ensure that its Sub-Custodian
has
established a system to monitor on a continuing basis (i) the
appropriateness of maintaining the Funds’ assets with a Sub-Custodian or
Eligible Foreign Custodians who are members of a Sub-Custodian’s network;
(ii) the performance of the contract governing the Funds’ arrangements
with such Sub-Custodian or Eligible Foreign Custodian’s members of a
Sub-Custodian’s network; and (iii) the custody risks of maintaining assets
with an Eligible Securities Depository. The Custodian must
promptly notify the Funds or their investment adviser of any material
change in these risks.
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(h)
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The
Custodian shall use reasonable commercial efforts to collect all
income
and other payments with respect to Foreign Securities to which the
Funds
shall be entitled and shall credit such income, as collected, to
the
Company.
In the event that extraordinary measures are required
to
collect such income, the Company and Custodian shall consult as to
the
measurers and as to the compensation and expenses of the Custodian
relating to such measures.
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3.4
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Delivery
of Assets to Custodian. The Company shall deliver, or cause
to be delivered, to the Custodian all of the Funds’ Securities, cash and
other investment assets, including (i) 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 (ii) all cash received by
the
Funds for the issuance 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
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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)
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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)
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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)
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The
records of the Custodian with respect to Securities of each Fund
maintained in a Book-Entry System or Securities Depository shall,
by
book-entry, identify such Securities as belonging to such
Fund.
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(d)
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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 a Fund are held in a Book-Entry System or Securities
Depository, the Custodian shall transfer such Securities upon (i)
receipt
of advice from the Book-Entry System or Securities Depository that
payment
for such Securities has been transferred to the Depository Account,
and
(ii) the making of an entry on the records of the Custodian to reflect
such transfer and payment for the account of such
Fund.
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(e)
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The
Custodian shall provide the Company with copies of any report (obtained
by
the Custodian from a Book-Entry System or Securities Depository in
which
Securities of the 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)
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The
Custodian shall be liable to the Company for any loss or damage to
each
Fund resulting from (i) the use of a Book-Entry System or Securities
Depository by reason of any negligence or willful misconduct on the
part
of the Custodian or any Sub-Custodian, or (ii) failure of the Custodian
or
any Sub-Custodian to enforce effectively such rights as it may have
against a Book-Entry System or Securities Depository. At its
election, the Company shall be subrogated to the rights of the Custodian
with respect to any claim against a Book-Entry System or Securities
Depository or any other person from any loss or damage to each Fund
arising from the use of such Book-Entry System or Securities Depository,
if and to the extent that the Funds have not been made whole for
any such
loss or damage.
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(g)
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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 Company 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 Company, 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
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Disbursement
of Moneys from Fund Custody Account. Upon receipt of Proper
Instructions, the Custodian shall disburse moneys from each Fund’s Custody
Account but only in the following
cases:
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(a)
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For
the purchase of Securities for the Fund but only in accordance with
Section 4.1 of this Agreement and only (i) in the case of Securities
(other than options on Securities, futures contracts and options
on
futures contracts), against the delivery to the Custodian (or any
Sub-Custodian) 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 any 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 any Sub-Custodian) of evidence of title thereto
in favor
of the Fund or any nominee referred to in Section 3.9 below; and
(iv) in
the case of repurchase or reverse repurchase agreements entered into
between the Company and a bank which is a member of the Federal Reserve
System or between the Company and a primary dealer in U.S. Government
securities, against delivery of the purchased Securities either in
certificate form or through an entry crediting the Custodian's account
at
a Book-Entry System or Securities Depository with such
Securities;
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(b)
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In
connection with the conversion, exchange or surrender, as set forth
in
Section 3.7(f) below, of Securities owned by the
Fund;
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(c)
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For
the payment of any dividends or capital gain distributions declared
by the
Fund;
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(d)
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In
payment of the redemption price of Shares as provided in Section
5.1
below;
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(e)
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For
the payment of any expense or liability incurred by the Fund, including,
but not limited to, the following payments for the account of the
Fund: interest; taxes; administration, investment advisory,
accounting, auditing, transfer agent, custodian, 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)
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For
transfer in accordance with the provisions of any agreement among
the
Company, the Custodian and a broker-dealer registered under the 1934
Act
and a member of the NASD, relating to compliance with rules of the
Options
Clearing Corporation and of any registered national securities exchange
(or of any similar organization or organizations) regarding escrow
or
other arrangements in connection with transactions by the
Fund;
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(g)
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For
transfer in accordance with the provisions of any agreement among
the
Company, the Custodian and a futures commission merchant registered
under
the Commodity Exchange Act, relating to compliance with the rules
of the
Commodity Futures Trading Commission and/or any contract market (or
any
similar organization or organizations) regarding account deposits
in
connection with transactions by the
Fund;
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(h)
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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)
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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
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Delivery
of Securities from Fund Custody Account. Upon receipt of
Proper Instructions, the Custodian shall release and deliver, or
cause the
Sub-Custodian to release and deliver, Securities from each Fund’s Custody
Account but only in the following
cases:
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(a)
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Upon
the sale of Securities for the account of the Fund but only against
receipt of payment therefor in cash, by certified or cashiers check
or
bank credit;
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(b)
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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)
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To
an offeror’s depository agent in connection with tender or other similar
offers for Securities of the Fund; provided that, in any such case,
the
cash or other consideration is to be delivered to the
Custodian;
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(d)
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To
the issuer thereof or its agent (i) for transfer into the name of
the
Fund, the Custodian or any Sub-Custodian, or 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)
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To
the broker selling the Securities, for examination in accordance
with the
“street delivery” custom;
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(f)
|
For
exchange or conversion pursuant to any plan of merger, consolidation,
recapitalization, reorganization or readjustment of the issuer of
such
Securities, or pursuant to provisions for conversion contained in
such
Securities, or pursuant to any deposit agreement, including surrender
or
receipt of underlying Securities in connection with the issuance
or
cancellation of depository receipts; provided that, in any such case,
the
new Securities and cash, if any, are to be delivered to the
Custodian;
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(g)
|
Upon
receipt of payment therefor pursuant to any repurchase or reverse
repurchase agreement entered into by the
Fund;
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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 Fund,
but only
against receipt of such collateral as the Company 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 Company, 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
Company;
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(l)
|
For
delivery in accordance with the provisions of any agreement among
the
Company, the Custodian and a broker-dealer registered under the 1934
Act
and a member of the NASD, relating to compliance with the rules of
the
Options Clearing Corporation and of any registered national securities
exchange (or of any similar organization or organizations) regarding
escrow or other arrangements in connection with transactions by the
Fund;
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(m)
|
For
delivery in accordance with the provisions of any agreement among
the
Company, the Custodian and a futures commission merchant registered
under
the Commodity Exchange Act, relating to compliance with the rules
of the
Commodity Futures Trading Commission and/or any contract market (or
any
similar organization or organizations) regarding account deposits
in
connection with transactions by the
Fund;
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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;
or
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(o)
|
To
brokers, clearing banks or other clearing agents for examination
or trade
execution in accordance with market 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
negligence or willful misconduct.
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3.8
|
Actions
Not Requiring Proper Instructions. Unless otherwise
instructed by the Company, the Custodian shall with respect to all
Securities held for each Fund:
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|
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(a)
|
Subject
to Section 9.4 below, collect on a timely basis all income and other
payments to which the Fund is entitled either by law or pursuant
to custom
in the securities business;
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|
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(b)
|
Present
for payment and, subject to Section 9.4 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 the Fund, checks, drafts and other
negotiable instruments;
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(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 IRS and the Company at such time, in such manner and
containing such information as is prescribed by the
IRS;
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(f)
|
Hold
for the Fund, either directly or, with respect to Securities held
therein,
through a Book-Entry System or Securities Depository, all rights
and
similar Securities issued with respect to Securities of the Fund;
and
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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
other assets of the Fund.
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|
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3.9
|
Registration
and Transfer of Securities. All Securities held for the
Funds that are issued or issuable only in bearer form shall be held
by the
Custodian in that form, provided that any such Securities shall be
held in
a Book-Entry System if eligible therefor. All other Securities
held for the Funds may be registered in the name of the relevant
Fund, the
Custodian, a Sub-Custodian or any nominee thereof, or in the name
of a
Book-Entry System, Securities Depository or any nominee of either
thereof. The records of the Custodian with respect to foreign
securities of the Funds that are maintained with a Sub-Custodian
in an
account that is identified as belonging to the Custodian for the
benefit
of its customers shall identify those securities as belonging to
the
Funds. The Company shall furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper
form for
transfer, or to register in the name of any of the nominees referred
to
above or in the name of a Book-Entry System or Securities Depository,
any
Securities registered in the name of the
Funds.
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3.10
|
Records.
|
|
|
(a)
|
The
Custodian shall maintain complete and accurate records with respect
to
Securities, cash or other property held for the Funds, 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; (iii) canceled
checks and bank records related thereto; and (iv) all records relating
to
its activities and obligations under this Agreement. The
Custodian shall keep such other books and records of the Funds as
the
Company shall reasonably request, or as may be required by the 1940
Act,
including, but not limited to, Section 31 of the 1940 Act and Rule
31a-2
promulgated thereunder.
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|
(b)
|
All
such books and records maintained by the Custodian shall (i) be maintained
in a form acceptable to the Company and in compliance with the rules
and
regulations of the SEC, (ii) be the property of the Company and at
all
times during the regular business hours of the Custodian be made
available
upon request for inspection by duly authorized officers, employees
or
agents of the Company and employees or agents of the SEC, and (iii)
if
required to be maintained by Rule 31a-1 under the 1940 Act, be preserved
for the periods prescribed in Rules 31a-1 and 31a-2 under the 1940
Act.
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|
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3.11
|
Fund
Reports by Custodian. The Custodian shall furnish the
Company with a daily activity statement and a summary of all transfers
to
or from each Fund Custody Account on the day following such
transfers. At least monthly, the Custodian shall furnish the
Company with a detailed statement of the Securities and moneys held
by the
Custodian and the Sub-Custodians for each Fund under this
Agreement.
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|
|
3.12
|
Other
Reports by Custodian. As the Company may reasonably request
from time to time, the Custodian shall provide the Company with reports
on
the internal accounting controls and procedures for safeguarding
Securities which are employed by the Custodian or any
Sub-Custodian.
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|
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3.13
|
Proxies
and Other Materials. The Custodian shall cause all proxies
relating to Securities which are not registered in the name of the
Funds
to be promptly executed by the registered holder of such Securities,
without indication of the manner in which such proxies are to be
voted,
and shall promptly deliver to the Company such proxies, all proxy
soliciting materials and all notices relating to such
Securities. With respect to the foreign Securities, the
Custodian will use reasonable commercial efforts to facilitate the
exercise of voting and other shareholder rights, subject to the laws,
regulations and practical constraints that may exist in the country
where
such securities are issued. The Company acknowledges that local
conditions, including lack of regulation, onerous procedural obligations,
lack of notice and other factors may have the effect of severely
limiting
the ability of the Company to exercise shareholder
rights.
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|
|
3.14
|
Information
on Corporate Actions. The Custodian shall promptly deliver
to the Company all information received by the Custodian and pertaining
to
Securities being held by the Funds with respect to optional tender
or
exchange offers, calls for redemption or purchase, or expiration
of rights
as described in the Standards of Service Guide attached as Exhibit
B. If the Company desires to take action with respect to
any tender offer, exchange offer or other similar transaction, the
Company
shall notify the Custodian at least five Business Days prior to the
date
on which the Custodian is to take such action. The Company will
provide or cause to be provided to the Custodian all relevant information
for any Security which has unique put/option provisions at least
five
Business Days prior to the beginning date of the tender
period.
|
ARTICLE
IV
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 (i) the name of the issuer or writer of such Securities,
and
the title or other description thereof, (ii) the number of shares,
principal amount (and accrued interest, if any) or other units purchased,
(iii) the date of purchase and settlement, (iv) the purchase price
per
unit, (v) the total amount payable upon such purchase, and (vi) 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 relevant Fund Custody
Account
there is insufficient cash available to the Fund for which such purchase
was made.
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|
|
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 and in the absence of specified
Written Instructions to so pay in advance, the Custodian shall be
liable
to the Fund for such payment.
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|
|
4.3
|
Sale
of Securities. Promptly upon each sale of Securities by a
Fund, Written Instructions shall be delivered to the Custodian, specifying
(i) the name of the issuer or writer of such Securities, and the
title or
other description thereof, (ii) the number of shares, principal amount
(and accrued interest, if any), or other units sold, (iii) the date
of
sale and settlement, (iv) the sale price per unit, (v) the total
amount
payable upon such sale, and (vi) the person to whom such Securities
are to
be delivered. Upon receipt of the total amount payable to the
Fund as specified in such Written Instructions, the Custodian shall
deliver such Securities to the person specified in such Written
Instructions. Subject to the foregoing, the Custodian may
accept payment in such form as shall be satisfactory to it, and may
deliver Securities and arrange for payment in accordance with the
customs
prevailing among dealers in
Securities.
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|
|
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 relevant Fund shall bear the risk that final payment for such
Securities may not be made or that such Securities may be returned
or
otherwise held or disposed of by or through the person to whom they
were
delivered, and the Custodian shall have no liability for any for
the
foregoing.
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|
|
4.5
|
Payment
for Securities Sold. In its sole discretion and from time
to time, the Custodian may credit a 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 a Fund to use funds so credited
to the Fund’s 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.
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|
|
4.6
|
Advances
by Custodian for Settlement. The Custodian may, in its sole
discretion and from time to time, advance funds to the Company to
facilitate the settlement of a Fund's transactions in the Fund Custody
Account. Any such advance shall be repayable immediately upon
demand made by Custodian.
|
ARTICLE
V
REDEMPTION
OF FUND SHARES
|
|
5.1
|
Transfer
of Funds. From such funds as may be available for the
purpose in the relevant Fund Custody Account, and upon receipt of
Proper
Instructions specifying that the funds are required to redeem Shares
of
the relevant Fund, the Custodian shall wire each amount specified
in such
Proper Instructions to or through such bank or broker-dealer as the
Company may designate.
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|
|
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 each Fund, into which
account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account:
|
|
(a)
|
in
accordance with the provisions of any agreement among the Company,
the
Custodian and a broker-dealer registered under the 1934 Act and a
member
of the FINRA (or any futures commission merchant registered under
the
Commodity Exchange Act), relating to compliance with the rules of
the
Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract
market), or of any similar organization or organizations, regarding
escrow
or other arrangements in connection with transactions by the
Fund;
|
|
|
(b)
|
for
purposes of segregating cash or Securities in connection with securities
options purchased or written by the Fund or in connection with financial
futures contracts (or options thereon) purchased or sold by the
Fund;
|
|
|
(c)
|
which
constitute collateral for loans of Securities made by the
Fund;
|
|
|
(d)
|
for
purposes of compliance by the Fund with requirements under the 1940
Act
for the maintenance of segregated accounts by registered investment
companies in connection with securities and financial instruments,
including but not limited to, reverse repurchase agreements and
when-issued, delayed delivery and firm commitment transactions;
and
|
|
|
(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 each Fund only. All Proper Instructions relating to a
segregated account shall specify the relevant Fund.
ARTICLE
VII
COMPENSATION
OF CUSTODIAN
The
Custodian shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit D
hereto (as may be amended from time to time but only on or after the third
anniversary of the effective date of this Agreement). The Custodian
shall also be compensated for such out-of-pocket expenses (e.g.,
telecommunication charges, postage and delivery charges, and reproduction
charges) as are reasonably incurred by the Custodian in performing its duties
hereunder. The Company shall pay all such fees and reimbursable
expenses within 30 calendar days following receipt of the billing notice, except
for any fee or expense subject to a good faith dispute. The Company
shall notify the Custodian in writing within 30 calendar days following receipt
of each invoice if the Company is disputing any amounts in good faith. The
Company shall pay such disputed amounts within 10 calendar days of the day
on
which the parties agree to the amount to be paid. With the exception
of any fee or expense the Company is disputing in good faith as set forth above,
and in the absence of fraud and/or deceit, unpaid invoices shall accrue a
finance charge of 1½% per month after the due date. Notwithstanding anything to
the contrary, amounts owed by the Company to the Custodian shall only be paid
out of the assets and property of the particular Fund involved.
7.1
REPRESENTATIONS
AND WARRANTIES
|
|
7.2
|
Representations
and Warranties of the Company. The Company hereby
represents and warrants to the Custodian, which representations and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
|
|
|
(a)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
|
|
(b)
|
This
Agreement has been duly authorized, executed and delivered by the
Company
in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Company, enforceable in accordance
with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies
of
creditors and secured parties; and
|
|
|
(c)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
|
|
7.3
|
Representations
and Warranties of the Custodian. The Custodian hereby
represents and warrants to the Company, which representations and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
|
|
|
(a)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
|
|
(b)
|
It
is a U.S. Bank as defined in section (a)(7) of Rule
17f-5.
|
|
|
(c)
|
This
Agreement has been duly authorized, executed and delivered by the
Custodian in accordance with all requisite action and constitutes
a valid
and legally binding obligation of the Custodian, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights
and
remedies of creditors and secured
parties;
|
|
|
(d)
|
It
(i) has compliance policies and procedures reasonably designed to
ensure
compliance with the Federal Securities laws as that term is defined
in
Rule 38a-1 under the 1940 Act, (ii) will upon request, provide reports
and
certifications in a mutually agreed upon form to the Company’s Chief
Compliance Officer regarding the foregoing, and (iii) will maintain
appropriate records in accordance with Rule
38a-1;
|
|
|
(e)
|
To
the extent it has access to the Funds’ portfolio holdings prior to their
public dissemination, it will comply with the Funds’ portfolio holdings
disclosure policy;
|
|
|
(f)
|
It
will maintain a disaster recovery and business continuity plan and
adequate and reliable computer and other telecommunications equipment
as
are required by regulations applicable to the Custodian and as are
necessary and appropriate for the Custodian to carry out its obligations
under this Agreement and, upon the Company’s reasonable request, will
provide supplemental information concerning the aspects of the Custodian’s
disaster recovery and business continuity plan that are relevant
to the
services provided by the Custodian hereunder;
and
|
|
|
(g)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
ARTICLE
VIII
CONCERNING
THE CUSTODIAN
|
|
8.1
|
Standard
of Care. The Custodian shall exercise reasonable care in
the performance of its duties under this Agreement. The
Custodian shall not be liable for any error of judgment or mistake
of law
or for any loss suffered by the Company in connection with its duties
under this Agreement, except a loss arising out of or relating to
the
Custodian’s (or a Sub-Custodian’s) refusal or failure to comply with the
terms of this Agreement (or any sub-custody agreement) or from its
(or a
Sub-Custodian’s) bad faith, negligence or willful misconduct in the
performance of its duties under this Agreement (or any sub-custody
agreement). 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 Company of any
action taken or omitted by the Custodian pursuant to advice of
counsel.
|
|
|
8.2
|
Actual
Collection Required. The Custodian shall not be liable for,
or considered to be the custodian of, any cash belonging to the Funds
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.
|
|
|
8.3
|
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.
|
|
|
8.4
|
Limitation
on Duty to Collect. Custodian shall not be required to
enforce collection, by legal means or otherwise, of any money or
property
due and payable with respect to Securities held for the Funds if
such
Securities are in default or payment is not made after due demand
or
presentation.
|
|
|
8.5
|
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.
|
|
|
8.6
|
Cooperation. The
Custodian shall cooperate with and supply necessary information to
the
entity or entities appointed by the Company to keep the books of
account
of the Funds and/or compute the value of the assets of the
Funds. The Custodian shall take all such reasonable actions as
the Company may from time to time request to enable the Company to
obtain,
from year to year, favorable opinions from the Company's independent
accountants with respect to the Custodian's activities hereunder
in
connection with (i) the preparation of the Company's reports on Form
N-1A
and Form N-SAR and any other reports required by the SEC, and (ii)
the
fulfillment by the Company of any other requirements of the
SEC.
|
ARTICLE
IX
INDEMNIFICATION
|
|
9.1
|
Indemnification
by Company. Each Fund shall indemnify and hold harmless the
Custodian, any Sub-Custodian and any nominee thereof (each, an
“Indemnified Party” and collectively, the “Indemnified Parties”) from and
against any and all claims, demands, losses, expenses and liabilities
of
any and every nature (including reasonable attorneys' fees) related
to
such Fund that an Indemnified Party may sustain or incur or that
may be
asserted against an Indemnified Party by any person arising directly
or
indirectly (i) from the fact that Securities are registered in the
name of
any such nominee, (ii) from any action taken or omitted to be taken
by the
Custodian or such Sub-Custodian (a) at the request or direction of
or in
reliance on the advice of the Fund, or (b) upon Proper Instructions,
or
(iii) from the performance of its obligations under this Agreement
or any
sub-custody agreement, provided that an Indemnified
Party shall not be indemnified and held harmless from and
against any such claim, demand, loss, expense or liability arising
out of
or relating to its refusal or failure to comply with the terms of
this
Agreement (or any sub-custody agreement), or from its bad faith,
negligence or willful misconduct in the performance of its duties
under
this Agreement (or any sub-custody agreement). This indemnity
shall be a continuing obligation of the relevant Fund, its successors
and
assigns, notwithstanding the termination of this Agreement. As
used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall
include their respective directors, officers and
employees.
|
|
|
9.2
|
Indemnification
by Custodian. The Custodian shall indemnify and hold
harmless the Company from and against any and all claims, demands,
losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that the Company may sustain or incur or that may be
asserted against the Company by any person arising directly or indirectly
out of any action taken or omitted to be taken by an Indemnified
Party as
a result of the Indemnified Party’s refusal or failure to comply with the
terms of this Agreement (or any sub-custody agreement), or from its
bad
faith, negligence or willful misconduct in the performance of its
duties
under this Agreement (or any sub-custody agreement). This
indemnity shall be a continuing obligation of the Custodian, its
successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “Company” shall
include the Company’s directors, officers and
employees.
|
|
|
9.3
|
Security. If
the Custodian advances cash or Securities to a Fund for any purpose,
either at the Company's request or as otherwise contemplated in this
Agreement, or in the event that the Custodian or its nominee incurs,
in
connection with its performance under this Agreement, any claim,
demand,
loss, expense or liability (including reasonable attorneys' fees)
(except
such as may arise from its or its nominee's bad faith, negligence
or
willful misconduct), then, in any such event, any property at any
time
held for the account of the Fund shall be security therefor, and
should
the Fund fail promptly to repay or indemnify the Custodian, the Custodian
shall be entitled to utilize available cash of such Fund and to dispose
of
other assets of such Fund to the extent necessary to obtain reimbursement
or indemnification.
|
|
|
9.4
|
Miscellaneous.
|
|
|
(a)
|
Neither
party to this Agreement shall be liable to the other party for
consequential, special or punitive damages under any provision of
this
Agreement.
|
|
|
(b)
|
The
indemnity provisions of this Article shall indefinitely survive the
termination and/or assignment of this
Agreement.
|
|
|
(c)
|
In
order that the indemnification provisions contained in this Article
shall
apply, it is understood that if in any case the indemnitor may be
asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be
fully
and promptly advised of all pertinent facts concerning the situation
in
question, and it is further understood that the indemnitee will use
all
reasonable care to notify the indemnitor promptly concerning any
situation
that presents or appears likely to present the probability of a claim
for
indemnification. In the absence of a conflict, the indemnitor shall
have
the option to defend the indemnitee against any claim that may be
the
subject of this indemnification. In the event that the
indemnitor so elects, it will so notify the indemnitee and thereupon
the
indemnitor shall take over complete defense of the claim, and the
indemnitee shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this
section. The indemnitee shall in no case confess any claim or
make any compromise in any case in which the indemnitor will be asked
to
indemnify the indemnitee except with the indemnitor’s prior written
consent.
|
ARTICLE
X
FORCE
MAJEURE
Neither
the Custodian nor the Company shall be liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; acts of terrorism; 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 in the event of a failure or delay,
the
Custodian (i) shall not discriminate against the Funds 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
XI
PROPRIETARY
AND CONFIDENTIAL INFORMATION
The
Custodian agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Company, all
records and other information relative to the Company and prior, present, or
potential shareholders of the Company (and clients of said shareholders), and
not to use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except (i) after
prior
notification to and approval in writing by the Company, which approval shall
not
be unreasonably withheld and may not be withheld where the Custodian may be
exposed to civil or criminal contempt proceedings for failure to comply, (ii)
when requested to divulge such information by duly constituted authorities,
or
(iii) when so requested by the Company. Records and other information
which have become known to the public through no wrongful act of the Custodian
or any of its employees, agents or representatives, and information that was
already in the possession of the Custodian prior to receipt thereof from the
Company or its agent, shall not be subject to this paragraph.
Further,
the Custodian will adhere to the privacy policies adopted by the Company
pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from
time
to time. In this regard, the Custodian shall have in place and
maintain physical, electronic and procedural safeguards reasonably designed
to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of, records and information relating to the
Company and its shareholders.
Article
XII
EFFECTIVE
PERIOD; TERMINATION
|
|
12.1
|
Effective
Period. This Agreement shall become effective as of the
date first written above and will continue in effect for a period
of two
years.
|
|
|
12.2
|
Termination. Subsequent
to the initial two-year term, this Agreement may be terminated by
either
party upon giving 90 days prior written notice to the other party
or such
shorter period as is mutually agreed upon by the
parties; Notwithstanding the foregoing, (i) this Agreement may
be terminated by any party upon the breach of the other party of
any
material term of this Agreement if such breach is not cured within
15 days
of notice of such breach to the breaching party. In addition,
the Company may, at any time, immediately terminate this Agreement
in the
event of the appointment of a conservator or receiver for the Custodian
by
regulatory authorities or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.
|
| 12.3 | Early Termination. In the absence of any material breach of this agreement, should the Company elect to terminate this agreement prior to the end of the term, the Company agrees to pay the following fees: |
(i) All
fees associated with converting services to successor service
provider;
(ii) All
fees associated with any record retention and/or tax
reporting obligations that may not be eliminated due to the
conversion to a successor service provider;
(iii) All
out-of-pocket costs associated with i-ii above.
|
|
12.4
|
Appointment
of Successor Custodian. 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 (i) deliver directly to the successor
custodian all Securities (other than Securities held in a Book-Entry
System or Securities Depository) and cash then owned by the Funds
and held
by the Custodian as custodian, and (ii) transfer any Securities held
in a
Book-Entry System or Securities Depository to an account of or for
the
benefit of the Funds at the successor custodian, provided that the
Company
shall have paid to the Custodian all fees, expenses and other amounts
to
the payment or reimbursement of which it shall then be
entitled. In addition, the Custodian shall, at the expense of
the Company, transfer to such successor all relevant books, records,
correspondence, and other data established or maintained by the Custodian
under this Agreement in a form reasonably acceptable to the Company
(if
such form differs from the form in which the Custodian has maintained
the
same, the Company shall pay any expenses associated with transferring
the
data to such form), and will cooperate in the transfer of such duties
and
responsibilities, including provision for assistance from the Custodian’s
personnel in the establishment of books, records, and other data
by such
successor. Upon such delivery and transfer, the Custodian shall
be relieved of all obligations under this
Agreement.
|
|
|
12.5
|
Failure
to Appoint Successor Custodian. If a successor custodian is
not designated by the Company on or before the date of termination
of this
Agreement, then the Custodian shall have the right to deliver to
a bank or
trust company of its own selection, which bank or trust company (i)
is a
“bank” as defined in the 1940 Act, and (ii) has aggregate capital, surplus
and undivided profits as shown on its most recent published report
of not
less than $25 million, all Securities, cash and other property held
by
Custodian under this Agreement and to transfer to an account of or
for the
Funds at such bank or trust company all Securities of the Funds held
in a
Book-Entry System or Securities Depository. Upon such delivery
and transfer, such bank or trust company shall be the successor custodian
under this Agreement and the Custodian shall be relieved of all
obligations under this Agreement. In addition, under these
circumstances, all books, records and other data of the Company shall
be
returned to the Company.
|
ARTICLE
XIII
MISCELLANEOUS
|
|
13.1
|
Compliance
with Laws. The Company has and retains primary
responsibility for all compliance matters relating to the Funds,
including
but not limited to compliance with the 1940 Act, the Internal Revenue
Code
of 1986, the Xxxxxxxx-Xxxxx Act of 2002, the USA Patriot Act of 2002
and
the policies and limitations of the Funds relating to its portfolio
investments as set forth in its Prospectus and statement of additional
information. The Custodian’s services hereunder shall not
relieve the Company of its responsibilities for assuring such compliance
or the Board of Director’s oversight responsibility with respect
thereto.
|
|
|
13.2
|
Amendment. This
Agreement (including without limitation any schedules or exhibits
attached
hereto) may not be amended or modified in any manner except by written
agreement executed by the Custodian and the Company, and authorized
or
approved by the Board of Directors.
|
|
|
13.3
|
Assignment. This
Agreement shall extend to and be binding upon the parties hereto
and their
respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Company without the written consent
of the
Custodian, or by the Custodian without the written consent of the
Company
accompanied by the authorization or approval of the Board of
Directors.
|
|
|
13.4
|
Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without regard to
conflicts
of law principles. To the extent that the applicable laws of
the State of Ohio, or any of the provisions herein, conflict with
the
applicable provisions of the 1940 Act, the latter shall control,
and
nothing herein shall be construed in a manner inconsistent with the
1940
Act or any rule or order of the SEC
thereunder.
|
|
|
13.5
|
No
Agency Relationship. Nothing herein contained shall be
deemed to authorize or empower either party to act as agent for the
other
party to this Agreement, or to conduct business in the name, or for
the
account, of the other party to this
Agreement.
|
|
|
13.6
|
Services
Not Exclusive. Nothing in this Agreement shall limit or
restrict the Custodian from providing services to other parties that
are
similar or identical to some or all of the services provided
hereunder.
|
|
|
13.7
|
Invalidity. Any
provision of this Agreement which may be determined by competent
authority
to be prohibited or unenforceable in any jurisdiction shall, as to
such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof,
and
any such prohibition or unenforceability in any jurisdiction shall
not
invalidate or render unenforceable such provision in any other
jurisdiction. In such case, the parties shall in good faith
modify or substitute such provision consistent with the original
intent of
the parties.
|
|
|
13.8
|
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 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 Custodian shall be sent to:
U.S
Bank, N.A.
0000
X. Xxxxxxxxxxx Xx., XX-XX-X000
Xxxxxxxxx,
XX 00000
Attn: Xxx
Xxxxxx
Phone:
000-000-0000
Fax:
000-000-0000
and
notice to the Company shall be sent to:
Prospector
Partners Asset Management, LLC
000
Xxxxxx Xx
Xxxxxxxx,
XX 00000
|
|
13.9
|
Multiple
Originals. This Agreement may be executed on two or more
counterparts, each of which when so executed shall be deemed an original,
but such counterparts shall together constitute but one and the same
instrument.
|
|
|
13.10
|
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.
|
|
|
13.11
|
References
to Custodian. The Company shall not circulate any printed
matter which contains any reference to Custodian without the prior
written
approval of Custodian, excepting printed matter contained in the
prospectus or statement of additional information for the Funds and
such
other printed matter as merely identifies Custodian as custodian
for the
Funds. The Company shall submit printed matter requiring
approval to Custodian in draft form, allowing sufficient time for
review
by Custodian and its counsel prior to any deadline for
printing.
|
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.
|
U.S.
BANK NATIONAL ASSOCIATION.
|
|
|
By:
______________________________
|
By:
______________________________
|
|
Name:
____________________________
|
Name:
____________________________
|
|
Title:
_____________________________
|
Title:
_____________________________
|
EXHIBIT
A
AUTHORIZED
PERSONS
Set
forth below are the names and
specimen signatures of the persons authorized by the Company to administer
the
Fund Custody Accounts.
|
Authorized
Persons
|
Specimen
Signatures
|
|
|
President:
|
||
|
Secretary:
|
||
|
Treasurer:
|
||
|
Vice
President:
|
||
|
Other:
|
||
EXHIBIT
B
U.S.
Bank Institutional Custody Services
Standards
of Service Guide
U.S.
Bank, N.A. (“USBank”) 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.
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
US Bank, N.A. ABA# 000000000
XXXXX/1050
For
Account #_____________
|
|
Federal
Reserve Book Entry (Repurchase Agreement Collateral Only)
|
1:00
P.M. on Settlement Date
|
Federal
Reserve Bank of Cleveland
for
US Bank, N.A. ABA# 000000000
XXXXX/1040
For
Account #_____________
|
|
PTC
Securities
(GNMA
Book Entry)
|
12:00
P.M. on Settlement Date
|
PTC
For Account BYORK
US
Bank / 117612
|
|
Physical
Securities
|
9:30
A.M. EST on Settlement Date
(for
Deliveries, by 4:00 P.M. on Settlement Date minus 1)
|
Bank
of New York
One
Xxxx Xxxxxx- 0xx
Xxxxx –
Window A
Xxx
Xxxx, XX 00000
For
account of US 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
US
Bank /Global Omnibus
Euroclear
a/c 97816
FFC: a/c
387000
US
Bank/Global Omnibus
|
|
Cash
Wire Transfer
|
3:00
P.M.
|
US
Bank, X.X. Xxxxx/Trust ABA# 000000000
Credit
Account #112950027
Account
of US Bancorp Trust Services
Further
Credit to ___________
Account
# _______________
|
* All
times listed are Eastern Standard Time.
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.
|
USBank
Corporate Reorganization Standards
|
Type
of Action
|
Notification to
Client
|
Deadline
for Client Instructions
to
USBank
|
Transaction
Posting
|
|
|
Rights,
Warrants,
and
Optional Mergers
|
Later
of 10 business days prior to expiration or receipt of
notice
|
5
business days prior to expiration
|
Upon
receipt
|
|
|
Mandatory
Puts with
Option
to Retain
|
Later
of 10 business days prior to expiration or receipt of
notice
|
5
business days prior to expiration
|
Upon
receipt
|
|
|
Class
Actions
|
10
business days prior to expiration date
|
5
business days prior to expiration
|
Upon
receipt
|
|
|
Voluntary
Tenders,
Exchanges,
and
Conversions
|
Later
of 10 business days prior to expiration or receipt of
notice
|
5
business days prior to expiration
|
Upon
receipt
|
|
|
Mandatory
Puts, Defaults, Liquidations, Bankruptcies, Stock Splits, Mandatory
Exchanges
|
At
posting of funds or securities received
|
None
|
Upon
receipt
|
|
|
Full
and Partial Calls
|
Later
of 10 business days prior to expiration or receipt of
notice
|
None
|
Upon
receipt
|
NOTE: Fractional
shares/par amounts resulting from any of the above will be
sold.
EXHIBIT
C to the Global Custody Agreement
Fund
Names
Separate
Series of Prospector Funds, Inc.
|
Name
of Series
|
Date
Added
|
|
Prospector
Capital Appreciation Fund
|
On
or after September __, 2007
|
|
Prospector
Opportunity Fund
|
On
or after September __, 2007
|
EXHIBIT
D to the Global Custody Agreement
|
DOMESTIC
CUSTODY SERVICES
FEE
SCHEDULE at June, 2007
|
|
Annual
Fee Based Upon Market Value Per Fund*
.40
basis point on average daily market value
Minimum
annual fee per fund - $4,800
Plus
portfolio transaction fees
Portfolio
Transaction Fees
$ 4.00
per book entry DTC transaction
$ 4.00
per principal paydown
$ 6.00
per short sale
$ 7.00
per US Bank repurchase agreement transaction
$ 8.00
per option/future contract written, exercised or expired
$10.00
per book entry Federal Reserve transaction
$15.00
per mutual fund trade
$25.00
per physical security transaction
$50.00
per Cedel/Euroclear transaction
$ 5.00
per disbursement (waived if U.S. Bancorp is Administrator)
$ 6.00
per Fed Wire
$15.00
per margin variation Fed wire
$150.00
per segregated account per year
·A
transaction
is a purchase/sale of a security, free receipt/free delivery, maturity,
tender or exchange.
·No
charge for
the initial conversion free receipt.
·Overdrafts
–
charged to the account at prime interest rate plus 2.
Plus
Out-Of-Pocket Expenses– Including but not limited to
expenses incurred in the safekeeping, delivery and receipt of securities,
shipping, transfer fees, extraordinary expenses based upon complexity,
and
all other out-of-pocket expenses.
Fees
are billed monthly.
*
Subject to annual CPI increase, Milwaukee
MSA.
|
Exhibit
D (continued) to the Global Custody Agreement
|
CHIEF
COMPLIANCE OFFICER
SUPPORT
SERVICES
FEE
SCHEDULE at June, 2007
|
|
Chief
Compliance Officer Support Services
U.S,
Bancorp provides support to the Chief Compliance Officer (CCO) of
each
fund serviced either by U.S. Bancorp Fund Services, LLC or Quasar
Distributors, LLC. Indicated below are samples of functions
performed by USBFS in this CCO support role:
•Business
Line Functions Supported
• Fund
Administration and Compliance
• Transfer
Agent and Shareholder Services
• Fund
Accounting
• Custody
Services
• Securities
Lending Services
• Distribution
Services
•Daily
Resource to Fund CCO, Fund Board,
Advisor
•Provide
USBFS/USB Critical Procedures & Compliance
Controls
•Daily
and Periodic Reporting
•Periodic
CCO Conference Calls
•Dissemination
of Industry/Regulatory Information
•Client
& Business Line CCO Education & Training
•Due
Diligence Review of USBFS Service Facilities
•Quarterly
USBFS Certification
•Board
Meeting Presentation and Board Support
•Testing,
Documentation, Reporting
Annual
Fee Schedule*
·$1,200
per service line per
year
Fees
are billed monthly.
*Subject
to annual CPI increase, Milwaukee
MSA.
|
Exhibit
D (continued) to the Global Custody Agreement
|
GLOBAL
SUB-CUSTODIAL SERVICES- fee schedule at June,
2007
|
||||||||
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
|
Argentina
|
All
|
15.00
|
$40
|
Latvia
|
Equities/Bonds
|
30.00
|
$75
|
|
|
Australia
|
All
|
2.00
|
$30
|
Latvia
|
Gov't
Bonds
|
15.00
|
$75
|
|
|
Austria
|
Equities/Bonds
|
3.50
|
$35
|
Lebanon
|
All
|
25.00
|
$90
|
|
|
Austria
|
Depo
Receipt
|
20.00
|
$35
|
Lithuania
|
All
|
20.00
|
$50
|
|
|
Austria
|
non
ATS ALL
|
25.00
|
$90
|
Luxembourg
|
All
|
4.00
|
$25
|
|
|
Bahrain
|
All
|
50.00
|
$140
|
Malaysia
|
All
|
6.00
|
$80
|
|
|
Bangladesh
|
All
|
40.00
|
$150
|
Mali
|
All
|
40.00
|
$155
|
|
|
Belgium
|
All
|
2.50
|
$45
|
Malta
|
All
|
22.00
|
$75
|
|
|
Benin
|
All
|
40.00
|
$155
|
Mauritius
|
All
|
30.00
|
$100
|
|
|
Bermuda
|
All
|
15.00
|
$60
|
Mexico
|
All
|
3.00
|
$20
|
|
|
Bolivia
|
All
|
60.00
|
$150
|
Morocco
|
All
|
35.00
|
$100
|
|
|
Botswana
|
All
|
25.00
|
$50
|
Namibia
|
All
|
30.00
|
$50
|
|
|
Brazil
|
All
|
15.00
|
$35
|
Netherlands
|
All
|
3.00
|
$25
|
|
|
Bulgaria
|
All
|
40.00
|
$80
|
New
Zealand
|
All
|
3.00
|
$40
|
|
|
Burkina
Faso
|
All
|
40.00
|
$155
|
Niger
|
All
|
40.00
|
$155
|
|
|
Canada
|
All
|
1.25
|
$12
|
Nigeria
|
All
|
30.00
|
$50
|
|
|
Cayman
Islands
|
All
|
1.25
|
$10
|
Norway
|
All
|
3.00
|
$45
|
|
|
Channel
Islands
|
All
|
1.25
|
$20
|
Oman
|
All
|
50.00
|
$140
|
|
|
Chile
|
All
|
20.00
|
$60
|
Pakistan
|
All
|
30.00
|
$100
|
|
|
China-Shanghai
|
All
|
15.00
|
$65
|
Palestinian
|
All
|
45.00
|
$140
|
|
|
China-Shenzhen
|
All
|
15.00
|
$65
|
Peru
|
All
|
45.00
|
$105
|
|
|
Columbia
|
All
|
40.00
|
$100
|
Philippines
|
All
|
8.00
|
$75
|
|
|
Costa
Rica
|
All
|
15.00
|
$60
|
Poland
|
All
|
25.00
|
$50
|
|
|
Croatia
|
All
|
35.00
|
$65
|
Portugal
|
All
|
15.00
|
$85
|
|
|
Cyprus
|
All
|
15.00
|
$45
|
Qatar
|
All
|
45.00
|
$140
|
|
|
Czech
Republic
|
All
|
20.00
|
$50
|
Romania
|
All
|
35.00
|
$100
|
|
|
Denmark
|
All
|
3.00
|
$50
|
Russia
|
Equities/Bonds
|
30.00
|
$200
|
|
|
EASDAQ
|
All
|
5.50
|
$60
|
Russia
|
MINFIN
|
15.00
|
$50
|
|
|
Ecuador
|
All
|
35.00
|
$65
|
Senegal
|
All
|
40.00
|
$155
|
|
|
Egypt
|
All
|
40.00
|
$100
|
Singapore
|
All
|
3.00
|
$40
|
|
|
Estonia
|
All
|
7.00
|
$25
|
Slovak
Republic
|
All
|
25.00
|
$110
|
|
|
Euromarkets
|
All
|
1.50
|
$10
|
Slovenia
|
All
|
25.00
|
$110
|
|
|
Finland
|
All
|
5.00
|
$45
|
South
Africa
|
All
|
3.00
|
$15
|
|
|
France
|
All
|
2.50
|
$45
|
South
Korea
|
All
|
10.00
|
$20
|
|
|
Germany
|
All
|
1.00
|
$30
|
Spain
|
All
|
3.00
|
$50
|
|
|
Ghana
|
All
|
25.00
|
$50
|
Sri
Lanka
|
All
|
15.00
|
$60
|
|
|
Greece
|
All
|
20.00
|
$105
|
Swaziland
|
All
|
30.00
|
$50
|
|
|
Guinea
Bissau
|
All
|
40.00
|
$155
|
Sweden
|
All
|
2.00
|
$45
|
|
|
Hong
Kong
|
All
|
6.00
|
$60
|
Switzerland
|
All
|
2.00
|
$50
|
|
|
Hungary
|
All
|
35.00
|
$135
|
Taiwan
|
All
|
20.00
|
$125
|
|
|
Iceland
|
All
|
28.00
|
$80
|
Thailand
|
All
|
6.00
|
$45
|
|
|
India
|
All
|
65.00
|
$250
|
Togo
|
All
|
40.00
|
$155
|
|
|
Indonesia
|
All
|
12.00
|
$100
|
Trinidad
& Tobago
|
All
|
30.00
|
$65
|
|
|
Ireland
|
All
|
3.00
|
$30
|
Tunisia
|
All
|
40.00
|
$45
|
|
|
Israel
|
All
|
15.00
|
$45
|
Turkey
|
All
|
15.00
|
$15
|
|
|
Italy
|
All
|
3.00
|
$50
|
UAE
|
All
|
40.00
|
$110
|
|
|
Ivory
Coast
|
All
|
40.00
|
$155
|
United
Kingdom
|
All
|
1.50
|
$10
|
|
|
Jamaica
|
All
|
35.00
|
$50
|
Ukraine
|
All
|
30.00
|
$45
|
|
|
Japan
|
All
|
1.50
|
$15
|
Uruguay
|
All
|
50.00
|
$65
|
|
|
Jordan
|
All
|
40.00
|
$125
|
Venezuela
|
All
|
40.00
|
$125
|
|
|
Kazakhstan
|
Equities
|
60.00
|
$150
|
Vietnam
|
All
|
35.00
|
$110
|
|
|
Kazakhstan
|
Bonds
|
40.00
|
$160
|
Zambia
|
All
|
30.00
|
$50
|
|
|
Kenya
|
All
|
30.00
|
$50
|
Zimbabwe
|
All
|
30.00
|
$50
|
|
Base
Fee
A
monthly base charge of $1,200.00 per account (fund) will apply.
*Any
Non-Eurobond assets held in CEDEL and Euroclear will be charged at the local
market price quote.
**
All
fees quoted are payable monthly
EXHIBIT
E
SHAREHOLDER
COMMUNICATIONS ACT AUTHORIZATION
The
Shareholder Communications Act of 1985 requires banks and trust companies to
make an effort to permit direct communication between a company which issues
securities and the shareholder who votes those securities.
Unless
you specifically require us to NOT release your name and address to requesting
companies, we are required by law to disclose your name and
address.
Your
“yes” or “no” to disclosure will apply to all securities U.S. Bank holds for you
now and in the future, unless you change your mind and notify us in
writing.
|
______
YES
|
U.S.
Bank is authorized to provide the Company’s name, address and security
position to requesting companies whose stock is owned by the
Company.
|
|
|
______
NO
|
U.S.
Bank is NOT authorized to provide the Company’s name, address and security
position to requesting companies whose stock is owned by the
Company.
|
By:
__________________________________
Title:
________________________________
Date:
________________________________
SK
02081 0009
810309
