SECOND AMENDMENT TO MASTER CUSTODIAN AGREEMENT
This Second Amendment ("Amendment") to that certain Master Custodian
Agreement dated June 22, 2001, and amended March 7, 2005 ("Agreement"), by and
between The Nottingham Management Company ("Administrator"), a North Carolina
corporation, on behalf of those business companies and trusts listed on Exhibit
A of the Agreement, as amended (individually, a "Trust" and collectively the
"Trusts"), and U.S. Bank National Association ("U.S. Bank"), a national banking
association is made and entered into this 6th day of September, 2006.
WHEREAS, Administrator previously entered into the Agreement with
Wachovia Bank, National Association ("Wachovia"), successor to First Union
National Bank, pursuant to which Wachovia established custodian accounts
("Custodian Accounts") and custodial relationships ("Custodial Relationships")
on behalf of the Trusts; and
WHEREAS, effective December 30, 2005, Wachovia sold its institutional
custody services business, including the Custodial Accounts and Custodial
Relationships referenced above, to U.S. Bank; and
WHEREAS, the parties desire to amend the Agreement to reflect the
change in custodian under the Agreement from Wachovia to U.S. Bank; and
WHEREAS, Section 10 of the Agreement allows for its amendment by a
written instrument.
NOW, THEREFORE, the parties agree as follows:
1. U.S. Bank is a national bank authorized to accept and execute
custody arrangements under the authority granted to it by the United States
Department of the Treasury, Office of the Comptroller of the Currency. U.S. Bank
hereby represents and warrants to the Administrator as follows: (i) U.S. Bank is
a national bank authorized to accept and execute custody arrangements under the
authority granted to it by the United States Department of the Treasury, Office
of the Comptroller of the Currency; (ii) U.S. Bank is qualified to establish and
maintain the Custodial Accounts and Custodial Relationships and to act as
custodian under the governing documents thereof, including the Agreement; (iii)
Wachovia has assigned to U.S. Bank, and U.S. Bank has assumed, all of Wachovia's
powers, rights, functions, duties and interests under the Agreement; (iv) U.S.
Bank is eligible and satisfies all applicable requirements and qualifications to
become successor to Wachovia under the Agreement; and (v) U.S. Bank covenants
and agrees to perform all duties and obligations of Wachovia as provided in the
Agreement and subject to the provisions currently set forth therein.
2. All references to First Union National Bank and/or Wachovia Bank,
N.A. in the Agreement shall be replaced with U.S. Bank, N.A.
3. Except to the extent supplemented hereby, the Agreement shall remain in full
force and effect.
[Signature Page to Second Amendment to Master Custodian Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts (including
facsimile counterparts) as of the date and year first written above.
THE NOTTINGHAM MANAGEMENT U.S. BANK, N.A.
COMPANY
By: /s/ ▇▇▇▇ ▇. Marriot, Jr. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________ ________________________________
Name: ▇▇▇▇ ▇. Marriot, Jr. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________ ______________________________
Title: President Title: Vice-President
______________________________ _____________________________
