CUSTODIANSHIP AGREEMENT
CUSTODIANSHIP AGREEMENT made as of the 22d day of April, 1966, by and
between WALL STREET INVESTING CORPORATION, a corporation organized and existing
under the laws of the State of Maryland, having its principal office and place
of business at Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, (hereinafter called the
Fund), and THE BANK OF NEW YORK, a corporation organized and existing under the
laws of the State of New York, having its principal office and place of business
at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (hereinafter called the Custodian);
W I T N E S S E T H:
that for and in consideration of the Mutual promises hereinafter set forth, the
parties hereto covenant and agree as follows:
I
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as
custodian of all of' the securities and moneys at any time owned by the Fund
during the period of this agreement.
2. The Custodian hereby accepts appointment, as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
II
CUSTODY OF CASH AND SECURITIES
1. The Fund will deliver or cause to be delivered to the Custodian
all securities and all moneys owned by it at any time during the period of this
agreement.
2. The Custodian shall credit to the account of the Fund all money
received by it for the account of the Fund, and shall disburse the same only:
(a) In payment for securities purchased, as provided in Article III
hereof; or
(b) In payment of dividends, as provided in Article IV hereof; or
(c) In payment of original issue or other taxes, as provided in
Article V hereof; or
(d) In payment for capital stock of the Fund redeemed by it, as
provided In Article V hereof; or
(e) Pursuant to certificates or written instructions of the Fund
(signed in its name by two officers, specifying the person to
whom payment is to be made, the amount to be paid and the purpose
for which such payment is to be made), in payment of investment
advisory and management fees, transfer agent fees and
reimbursements, insurance premiums, fees for auditing,
accounting, bookkeeping and related services, legal fees and
disbursements, taxes, printing and stationery expenses, fees and
expenses in connection with Board and stockholder meetings
(including the expenses of proxy solicitation), and other
expenses of an operational nature or non-material in amount;
(f) Upon receipt by the Custodian of a certified copy of a resolution of
the Board of Directors of the Fund, signed by two officers of the Fund,
specifying the person to whom payment is to be made, the amount to be paid and
the purpose for, which such payment is to be made; or upon receipt by the
Custodian of a certified copy of a resolution of the Board of Directors of the
Fund, signed by two officers of the Fund, directing, authorizing, approving or
ratifying action taken or to be taken by or on behalf of the Fund, which
certificate (or an accompanying written instruction signed in the name of the
Fund by two officers thereof) shall state the person to whom payment is to be
made, the amount to be paid, the purpose for which such payment is to be made
and that it was necessary or appropriate to incur the expense for which payment
is to be made in order to take or implement the action directed, authorized,
approved or ratified by the aforesaid resolution; or
(g) In payment of such compensation and in reimbursement for such
expenses of the Custodian as are provided for in Article V1, Paragraph 6 hereof,
or as may be agreed upon from time to time pursuant thereto.
3. The Custodian shall notify the Fund each day of the amounts of money received
or paid, of the portfolio securities received or delivered for the account of
the Fund and of the share of capital stock of the Fund issued or redeemed during
the preceding day; and it shall, from time to time, upon receipt of a request
signed in the name of the Fund by an officer thereof, render a detailed
statement of the securities and moneys held for the Fund under this agreement.
Upon receipt of a like request, the Custodian shall cooperate fully with respect
to any audit of the Fund or any examination or investigation of its properties,
records or affairs.
4. All bonds and other obligations held for the Fund which are issued or
issuable in bearer form shall be held by the Custodian in that form; all other
securities held for the Fund shall be registered in the name of a duly appointed
and registered nominee of the Custodian.
5. Unless otherwise instructed to the contrary by an order signed in the name of
the Fund by two officers, the Custodian shall, with respect to all securities
held for the Fund:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount payable upon all securities which
may mature or be called, redeemed, or retired, or otherwise be come payable;
(c) Surrender interim receipts and securities in temporary form for definitive
securities;
(d) Execute, as custodian, any necessary declarations or certificates of
ownership under the federal income tax laws or the regulations of any other
taxing authority now or hereafter in effect.
In addition the Custodian shall sell, if there shall be a market therefor, all
warrants, rights, options and similar securities issued with respect to
securities held by the Fund with respect to which it shall not have received
from the Fund an appropriate written instruction within a reasonable time prior
to the expiration thereof.
6. Upon an order signed in the name of the Fund by two officers, and not
otherwise, the Custodian shall:
(a) Execute and deliver to such persons as may be designated in such order,
proxies, consents, authorizations, and any other instruments whereby the
authority of the Fund as owner, of any securities may be exercised;
(b) Deliver any securities held for the Fund in exchange for other securities
and/or cash issued or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of any corporation,or in
the exercise of any conversion privilege;
(c) Surrender warrants, rights, options or similar securities in the exercise
thereof;
(d) Deliver any securities held for the Fund to any protective committee,
reorganization committee or other person designated in, such order, in
connection with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and receive and hold
under the terms of this agreement such certificates of deposit, interim receipts
or other instruments or documents as may be issued to it to evidence such
delivery;
(e) Make such transfers or exchanges of the assets or of the capital stock
of the Fund, and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized plan
of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund.
III
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. The Fund will cause to be delivered to the Custodian by any broker or dealer
acting for or selling to the Fund, copies of broker's or dealer's confirmations
in the form currently employed by any such broker or dealer. with respect to
every purchase of securities by or for the account of the Fund. The Fund shall,
during each business day on which a purchase of securities shall have been made,
deliver or mail to the Custodian a certificate signed in the name of the Fund by
two officers, specifying with respect to each such purchase: (a) the name of the
issuer and the title of the securities, (b) the number of shares or the
principal amount purchased, and accrued interest, f any, (c) the date of
purchase, (d) the purchase price per unit and the brokerage commission, taxes
and other expenses payable in connection with such purchase, (e) the total
amount payable upon such purchase, and (f) the name of the person from whom or
the broker through whom the purchase was made. The Custodian shall receive all
securities purchased by or for the Fund from the persons through or from whom
the same were purchased, and upon receipt thereof shall pay, out of the moneys
held for the account of the Fund, the total payable upon such purchase as et
forth in such officers' certificate, provided that the same conforms to the
total amount payable shown on such broker's confirmation with respect to such
purchase.
2. If the Fund wishes to exercise any warrant, right, option or similar
security, it shall instruct the Custodian over the signature of two
officers of the Fund to exercise such security and shall specify in such
instruction the particulars of such exercise and the amount to be paid upon
exercise for the underlying securities.
3. The Fund will cause to be delivered to the Custodian by any broker or
dealer acting for or purchasing from the Fund, copies of broker's or
dealer's confirmations in the form currently employed by such broker or
dealer, with respect to every sale of securities by or for the account of
the Fund. The Fund shall, during each business day on which a sale of
securities shall have been made, deliver or mail to the Custodian a
certificate signed in the name of the Fund by two officers, specifying with
respect to each such sale (a) the name of the issuer and the title of the
security, (b) the number of shares or principal amount sold, and accrued
interest, if any, (c) the date of sale, (d) the sale price per unit and the
brokerage commission, taxes and other expenses payable in connection with
such sale, (e) the total amount payable to the Fund upon such sale, and (f)
the name of the broker through whom or the person to whom the sale was
made. The Custodian shall deliver the securities thus designated to the
broker or other person named in such officers' certificate upon receipt of
the total amount payable to the Fund upon such sale as set forth in such
officers' certificate, provided that the same conforms to the total amount
payable as shown by the confirmation of the broker through whom or the
person to whom the sale was made. The Custodian may deliver securities and
accept payment in accordance with the customs prevailing among dealers in
securities.
IV
PAYMENT OF CASH DIVIDENDS
1. Upon the declaration of any cash dividend by the Board of Directors of the
Fund, the Fund shall furnish to the Custodian a copy of a resolution of its
Board of Directors, certified by the Secretary or any Assistant Secretary,
setting forth the date fixed for payment of such dividend, the record date
as of which stockholders entitled to payment shall be determined, and the
amount payable per share to the stockholders of record as of that date.
2. Upon the payment date specified in such resolution, the Custodian, as
dividend disbursing agent, shall pay out of the moneys held for the account
of the Fund the amount per share payable as set forth in such resolution to
each stockholder of record on the record date therein set forth, as the
same appear upon the books of the Fund maintained by THE BANK OF NEW YORK,
as Transfer Agent, except that no dividend shall be paid upon stock
redeemed by the Fund prior to the record date. Payment shall be made by
check of the Custodian, as dividend disbursing agent, mailed to each
stockholder of record at his address as it appears upon such books
maintained by the Transfer Agent, or pursuant to any written order of a
stockholder on file with the Custodian or Transfer Agent.
V
SALE AND REDEMPTION OF CAPITAL STOCK OF THE FUND
1. Whenever the Fund shall sell any shares of its capital stock, the principal
underwriter of the Fund, as its agent, shall deliver or mail to the
Custodian a copy of the principal underwriter's confirmation of sale,
specifying;
a. The name and address of the investor to whom or the dealer through whom such
shares have been sold;
b. The number of shares to be issued; and
c. The amount of money to be received by the Custodian upon the sale of such
shares.
2. Upon receipt of such confirmation, and upon receipt of information from the
principal underwriter or the specified dealer as to the names and addresses
of the person or persons in whose names such shares are to be registered,
the Custodian shall forthwith direct the Transfer Agent to issue and
register on the stock transfer books of the Fund, the name of the person or
persons designed as aforesaid, the number of shares purchased, as specified
in such confirmation. The Custodian shall thereupon mail an appropriate
confirmation to such person or persons, but only upon receipt of the amount
of money specified in such confirmation.
3. Whenever the Board of Directors of the Fund shall declare a dividend
payable in whole or in part in shares of its capital stock, the Fund shall
furnish to the Custodian a copy of a resolution of its Board of Directors,
certified by the Secretary or any Assistant Secretary, specifying the
amount of stock to be distributed for each share of stock outstanding, the
amount, if any, payable per share in cash in lieu of stock a description of
which stockholders are to receive stock and which, if any, are to receive
cash, the date of distribution or payment, and the record date as of which
stockholders entitled to such distribution or payment are to be determined.
The Custodian shall thereupon, in accordance with the provisions of Article
IV, and the Board's resolution, pay out the moneys, if any, payable to
stockholders who are to receive cash and direct the Transfer Agent to issue
and register in the names of stockholders who are to receive shares the
proper number of full and fractional shares. The Custodian shall thereupon
mail an appropriate confirmation of such transactions to stockholders
receiving shares. However, no dividend stock shall be issued or confirmed
nor dividend payment made upon stock redeemed prior to the record date.
4. Upon the issuance of any of the capital stock of the Fund in accordance
with the foregoing provisions of this article, the Custodian shall pay, out
of the money held for the account of the Fund, all original issue or other
taxes required to be paid by the Fund in connection with such issuance.
5. Whenever the Fund shall hereafter redeem any shares of its capital stock, it
shall furnish to the Custodian a certificate, signed in the name of the Fund by
an officer, specying:
(a) The number of shares of capital stock redeemed;
(b) The amount to be paid for the shares redeemed;
(c) The name of the firm or individual from whom redeemed.
5. Upon receipt by the Custodian of stock certificates representing the number
of shares redeemed, and upon the advice of the Transfer Agent that such
stock certificates are valid and properly endorsed, the Custodian shall
make payment out of the moneys held for the account of the Fund of the
amount specified in the certificate described in the foregoing Paragraph 5,
to or upon the order of the person from whom redeemed.
The Custodian shall thereupon direct the Transfer Agent to cancel the
certificates representing the shares thus redeemed. If stock certificates have
not been issued to evidence all or any part of the shares redeemed, the
Custodian shall require a writing duly executed by the stockholder of record
requesting such redemption, and upon the advice of the Transfer Agent that the
signature or signatures on such writing are valid and proper, the Custodian
shall make payment as aforesaid. The Custodian shall thereupon direct the
Transfer Agent to reduce the number of shares in such stockholder's account by
the number of shares thus redeemed.
6. Notwithstanding any provision of this Article V, if the Custodian receives
from any stockholder or subscriber to the capital stock of the Fund a
request for a share certificate or certificates to evidence shares held of
record by such stockholder or subscriber for which a share certificate or
certificates have not been issued, the Custodian shall forthwith direct the
Transfer Agent to issue and deliver stock certificates evidencing such
shares to the stockholder or subscriber so requesting, or in lieu of
delivery may direct the Transfer Agent to mail such certificates by
registered mail, or by first class mail issued by such company or companies
as may be approved in writing by two officers of the Fund; provided, that
in no case shall the Custodian authorize the issuance of certificates to
evidence fractional shares.
VI
CONCERNING THE CUSTODIAN
1. The Custodian shall not be liable for any loss or damage, resulting from
its action or omission to act or otherwise, except for any such loss or
damage arising out of its own negligence or willful misconduct. The
Custodian may apply for and obtain the advice and opinion of counsel of the
Fund or of its own counsel, at the expense of the Fund, with respect to
questions of law, and shall be fully protected with respect to anything
done or omitted by it in good faith, in conformity with such advice or
opinion.
2. Without limiting the generality of the foregoing, the Custodian shall be
under no duty or obligation to inquire into, and shall not be liable for:
a. The validity of the issue of any investment securities purchased by or for
the Fund, the legality of the purchase thereof, or (except as provided in
Article III) the propriety of the amount paid therefor.
b. The legality of the sale of any investment securities by or for the Fund,
or (except as provided in Article III) the propriety of the amount for
which the same are sold.
c. The legality of the issue or sale of any shares of the capital stock of the
Fund, or (except as provided in Article V) the sufficiency of the amount to
be received therefor.
d. The legality of the redemption of any shares of capital stock of the Fund,
or (except as provided in Article V) the propriety of the amount to be paid
therefor.
e. The Legality of the declaration of any dividend by the Fund, or the
legality of the issue of any shares of the Fund's capital stock in payment
of any stock dividend.
3. The Custodian shall not be liable for, or considered to be the custodian
of, any money represented by any check, draft, or other instrument for the
payment of money received by it on behalf of the Fund, until the Custodian
actually collects such money.
4. The Custodian shall not be under any duty or obligation to take action to
effect collection of any amount, if the securities upon which such amount
is payable are in default, or if payment is refused after due demand or
presentation, unless and until ( i ) it shall be directed to take such
action by written instructions signed in the name of the Fund by two
officers, and ( ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such action.
5. The Custodian shall not be under any duty or obligation to ascertain
whether any securities at any time delivered to or held by it for the
account of the Fund are such as may properly be held by the Fund under the
provisions of its Articles of Incorporation.
6. Initially the Custodian shall be entitled to receive for its custodial
services, and the Fund agrees to pay to the Custodian for such services,
such compensation and reimbursement for expenses as are set forth in
apendix No. 1 hereto. Thereafter the Custodian shall receive and the Fund
shall pay for such services such compensation and reimbursement for
expenses as may be agreed upon from time to time between the Custodian and
the Fund. The Custodian may charge such compensation and reimbursement for
expenses against any money held by it for the account of the Fund upon
rendering a statement therefor.
VII
TERMINATION
1. Either of the parties hereto may terminate this agreement by giving to the
other party a notice in writing specifying the date of such termination,
which shall be not less than ninety (90) after the date of the giving of
such notice. In case such notice by given by the fund, it shall be
accompanied by a copy of a resolution of the Board of Directors of the
Fund, certified by the Secretary or any Assistant Secretary, electing to
terminate this agreement and designating a successor custodian, which shall
be a bank or trust company having not less than $2,000,000 aggregate
capital, surplus, and undivided profits. In case such notice be given by
the Custodian, the Fund shall, on or before the termination date, deliver
to the Custodian a copy of a resolution of its Board of Directors,
certified by the Secretary or any Assistant Secretary, designating such
successor custodian.
2. Upon the date set forth in such notice, this agreement shall terminate, and
the Custodian shall on that date deliver directly to the successor
custodian all securities and money then owned by the Fund and held by it as
custodian, after deducting all fees, expenses, and other amounts to the
payment or reimbursement of which it shall then be entitled.
VIII
MISCELLANEOUS
1. The term "officers" shall be deemed to include the President, the Vice
President or Vice President, the Secretary, the Treasurer, any Assistant
Secretary and any Assistant Treasurer of the Fund. Any certificates,
instruction, order, request, notice or other instrument required by this
agreement to be signed by two officers shall be signed by any two of the
following officers of the Fund, who shall not be the same person: the
President, any Vice President, the Secretary or the Treasurer, or by any
one of the foregoing and by any Assistant Secretary or any Assistant
Treasurer.
2. Annexed hereto as Appendix No. 2 is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the
names and the signatures of the present officers of the Fund. The Fund
agrees to furnish to the Custodian a new certificate in similar form in the
event any such present officer ceases to be an officer of the Fund, or in
the event that other or additional officers are elected or appointed. Until
such new certificate shall be furnished, the Custodian shall be fully
protected in acting under the provisions of this agreement upon the
signatures of the present officers as set forth in said annexed
certificate.
3. The principal underwriter of the Fund is Wall Street Management
Corporation, a Massachusetts corporation, with offices currently at Xxx
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 000000. The Fund agrees to advise the
Custodian in writing when and if there is any change in its principal
underwriter.
4. Any notice or other instrument in writing, authorized or required by this
agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its office at
No. 00 Xxxx Xxxxxx, Xxx Xxxx, N. Y. 10005, or at such other place as the
Custodian may from time to time designate in writing.
5. Any notice or other instrument in writing, authorized or required by this
agreement to be given to the Fund, shall e sufficiently given if addressed
to the Fund and mailed or delivered to it at its office at Xxx Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, 00000 or at such other place as the Fund may from time
to time designate in writing.
6. This agreement may not be amended or modified in any manner except by a
written agreement executed by both parties hereto.
7. This agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this agreement shall not be assignable by the Fund without the written
consent of the Custodian, or by the Custodian without the written consent
of the Fund, authorized or approved by a resolution of its Board of
Directors.
8. This agreement shall be governed by the law of the State of New York
(excluding the law of the State of New York with regard to conflicts of
law) as to all matters including but not limited to matters of validity,
construction, effect and performance.
9. This agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective corporate officers thereunto duly authorized
and their respective corporate seals to be hereunto affixed, as of the day
and year first above written.
WALL STREET INVESTING CORPORATION
By____________________________________
Xxxx X. X. Xxxx, President
Attest:____________________________
Xxxxx X. Xxxxxxx, Secretary
THE BANK OF NEW YORK
By_______________________________________
Xxxxx X. Xxxxxxx, Vice President
Attest:______________________________
X. XxXXx
APPENDIX NO. 1
The Custodian Fee
For custodial services in connection with the Fund's cash and portfolio
securities, including but not limited to receiving the Fund's portfolio
securities and holding the same in safe-keeping, handling deliveries,
receipts, calls, redemptions and collection of income with respect thereto
and making cash payments as required by specific direction, a monthly fee
at the rate of 1/240th of 1% on the first $10,000,000 and 1/480th of 1%
thereafter on the market value of the Fund's portfolio securities. The Fund
will advise the Custodian of such market value as at the end of each
calendar month, and based on such figures the Custodian will prepare and
render a monthly statement.
The minimum charges for performing the custodian services will be $500 per
annum.
Minor additional costs for such items as postage and insurance will be in
addition to the above charges.
APPENDIX NO. 2
Names and signatures of the present officers of Wall Street Investing
Corporation:
NAME OFFICE SIGNATURE
Xxxx X. X. Xxxx President
Xxxx Xxxxx Vice President (not available)
Xxxxx X. Xxxxxxx Vice President
and Secretary
Xxxxxxxxx X. Xxxxxx Treasurer
Xxxxxxx X. Xxxxxxxx Assistant
Treasurer
Xxxxxx ScheerAssistant Secretary
By______________________________________
Xxxx X. X. Xxxx, President
Attest:__________________________________
Xxxxx X. Xxxxxxx, Secretary
