Exhibit (g)(2)
Custody Agreement Between
the Xxxxxxxxx-Xxxxxxxx Trust
and
Rushmore Trust and Savings, FSB,
as amended
CUSTODY AGREEMENT BETWEEN
THE XXXXXXXXX-XXXXXXXX TRUST
AND
RUSHMORE TRUST AND SAVINGS BANK, FSB
This, Agreement (the "Agreement") is entered into this 23rd day of July
1992 by and between The Xxxxxxxxx-Xxxxxxxx Trust (the "Trust") and Rushmore
Trust and Savings Bank, FSB (the "Custodian")
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Trust
and the Custodian, intending to be legally bound hereby, agree as follows:
1. APPOINTMENT OF CUSTODIAN. The Trust hereby designates and appoints
the Custodian subject to the provisions hereof. In connection with such
appointment, the Trust shall promptly deliver to the Custodian certified or
authenticated copies of its Charter and By-laws, all amendments thereto,
certified resolutions of its Board of Trustees appointing the Custodian and
certified copies of such other resolutions of its Board of Trustees, contracts
and other documents as may be reasonably required by the Custodian.
2. DELIVERY OF ASSETS. The Trust shall, on receipt, promptly deliver
and pay or cause to be delivered and paid to the Custodian all securities and
cash hereafter acquired by the Trust.
3. DUTIES OF THE CUSTODIAN. The Custodian shall have and perform the
following powers and duties with reference to the portfolio securities and cash
of the Trust:
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(a). Safekeeping of Securities. To keep safely the securities of the
Trust in its possession, in a depository or by book entry, and to receive for
such safekeeping delivery of securities acquired by the Trust from time to time.
The Custodian may hold such securities in bearer form, registered in the name of
the Trust, registered in the name of the nominee of the Custodian or registered
in the name of the nominee of any depository of the Custodian.
(b). Sales and Redemptions. To make delivery of securities which have
been sold for the account of the Trust upon receipt of proper instructions, or
which have been called, exchanged, redeemed, retired or otherwise become
payable, such delivery to be made only upon payment therefor, in cash or in such
other proper medium of payment as may be acceptable to the Custodian in the
reasonable exercise of its discretion, or as such instructions may designate.
(c). Cash Accounts. To retain all cash of the Trust in a separate
account or accounts in the name of the Trust subject only to draft or order by
the Bank, as Custodian, in accordance with the terms of this Agreement. All
monies received by the Custodian from or for the account of the Trust shall be
deposited in said account or accounts.
(d). Purchases. Upon receipt of proper instructions, and insofar as
funds are available for the purpose, to pay for all securities purchased from
the account of the Trust, payment being made only upon receipt of the securities
in bearer form or registered in form satisfactory to the Custodian.
(e). Collections. Unless otherwise directed by receipt of proper
instructions, to collect and receive all income with respect to the securities
held hereunder, and to do all other things necessary and proper in connection
with the collection of such items, including but not limited to the authority
to:
(i). present for payment all income items requiring presentation;
(ii). present for payment all securities which may mature or be called,
redeemed, retired, or otherwise become payable;
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(iii). endorse for collection, for the account of the Trust checks,
drafts, or other negotiable instruments.
(f). Sales of Shares of the Funds. To receive all considerations paid
into the Trust in connection with the issuance of shares of the Funds of the
Trust and to deposit such considerations in the account or accounts maintained
hereunder.
(g). Redemption of Shares. Upon the request of the Trust, the Custodian
shall pay such sums to the Trust, its redemption agent or its shareholders as
the Trust may advise the Custodian are necessary in connection with a redemption
of shares of the Funds.
(h). Dividends and Distributions. Upon receipt of proper instructions,
to release available funds to the Trust or its disbursing agent for the payment
of dividends or other distributions payable in cash to shareholders of the
Funds.
(i). Transfer of Funds. prohibit the Custodian's transfer of funds upon
receipt by the Custodian directly of a telephone purchase or redemption request.
The Custodian should forward all requests for purchases and redemptions made by
telephone directly to the Trust for proper processing.
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(j). Other Payments of Cash. Upon receipt of proper instructions, to
release available funds to the Trust or cause to be paid on behalf of the Trust,
insofar as funds are available, for the following particular purposes: such
taxes, interest charges, investment advisory fees, administrative fees, and
legal fees as well as such amounts payable in connection with the conversion or
exchange of securities owned by the Trust or for other proper purposes of the
Trust as may be approved generally or from time to time by the Treasurer or such
other person or persons as the Board of Trustees of the Trust may authorize,
except that if such payment is made for other proper corporate purposes not
otherwise specified above in this Agreement, it shall be made only upon receipt
of proper instructions together with a certified copy of a resolution of the
Board of Trustees of the Trust setting forth the purpose for which such payment
is to be made, declaring such purpose to be a proper corporate purpose and
naming the person or persons to whom such payment is to be made.
(4). OTHER DUTIES AS CUSTODIAN. The Custodian shall perform other
duties on behalf of the Trust as follows:
(a). Accounts and Statements. To send daily statements of cash
transactions to the Trust and such listings of securities held by the Custodian
for the account of the Trust as may from to time be requested by the Trust.
(b). Retention of Records. To preserve for the periods required in
Section 31a-2 of the General Rules and Regulations under the Investment Company
Act of 1940 such records maintained by it as are required to be maintained by
Section 31a-l of such rules. Unless otherwise instructed by the Trust, the
Custodian shall maintain its records in such form that the securities held by it
for the Trust shall at all times be identifiable by date of purchase and
purchase price per share or unit. Said records shall be available at the office
of the Custodian for inspection by the Trust or its agents at reasonable times.
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(c). Reports. To assist the Trust in the (a) preparation of reports to
shareholders of the Trust, the Federal Securities and Exchange Commission, the
various state "Blue Sky" authorities and others, (b) audits of accounts and (c)
other ministerial matters of like nature.
(d). Miscellaneous. In general to attend to all non-discretionary
details in connection with the sale, exchange, substitution, purchase, transfer
or other dealing with the portfolio securities and cash of the Trust entrusted
to its care except as otherwise directed from time to time by proper
instructions.
(5). MATTERS OF GENERAL APPLICATION.
(a) Investments and Limitations. In performing its duties generally,
and more particularly in connection with the purchase, sale and exchange of
securities made by or for the Trust, the Custodian may take cognizance of the
provisions of the Charter and By-Laws of the Trust as from time to time amended,
but, nevertheless, except as otherwise expressly provided herein, it may assume
unless and until notified in writing to the contrary that so called proper
instructions received by it are not in conflict with or in any way contrary to
any provisions of said Charter or By-Laws as amended, or resolutions or
proceedings of the Board of Trustees of the Trust
(b). Proper Instructions. For purposes of this Agreement, the Custodian
shall be deemed to have received "proper Instructions" upon receipt of written
instructions signed by a majority of the Trustees of the Trust or by such person
or persons as the Board of Trustees shall have from time to time authorized to
give the particular class of instructions in question. Different persons may be
authorized to give instructions for different purposes. A certified copy of a
resolution or action of the Board of Trustees of the Trust including facsimile
signatures of such person or persons, may be received and accepted by the
Custodian as conclusive evidence of the authority of such person or persons to
act and may be considered as in full force and effect until receipt of written
notice to the contrary. Such instructions may be general or specific in terms.
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(c). Reliance Upon Instructions. The Custodian shall be Protected in
acting upon any instruction, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine, and to have been properly
authorized and executed and shall, unless otherwise specifically provided
herein, be entitled to receive as conclusive proof for any fact or matter
required to be ascertained by it hereunder, a certificate signed by the
Secretary of the Trust with respect to corporate proceedings of the Trust or
otherwise by two officers of the Trust then authorized to give instructions
under paragraph 5(b) hereof.
(d). Indemnification. The Trust shall be indemnified for any loss it
sustains as a result of any embezzlement of the Trust's assets by the Custodian,
its agents, officers, directors or employees. The Custodian shall provide a
blanket indemnification to the Trust for any loss it sustains as a result of any
omission of the Custodian, its agents, officers, directors, or employees in
administering or performing any and all of its obligations under the Agreement.
6. COMPENSATION. Money Management Associates (the "Administrator")
shall pay to the Custodian such compensation and at such time as may from time
to time be agreed upon in writing by the Administrator and the Custodian.
7. TERMINATION. Either party may terminate this Agreement by notice in
writing delivered or mailed, postage prepaid, to the other party hereto not less
than thirty (30) days prior to the date of which such termination shall take
place. In the event of the legal inability of the Custodian to serve hereunder
or of termination of this Agreement as aforesaid by either party, the Trust
shall forthwith appoint a bank, Federal savings bank or trust company of good
standing as successor custodian, and the Custodian shall deliver all funds and
all securities of the Trust, duly endorsed and in form for transfer, to such
successor custodian. If while this Agreement is in force the Trust shall be
liquidated pursuant to law, the Custodian shall distribute either in cash or (if
the Trust so orders by proper instructions), in kind, prorata among the holders
of shares in the Funds comprising the Trust, the securities and property of the
Trust which remains after paying or satisfying all expenses and liabilities of
the Trust.
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8. LAW OF CONTRACT. This agreement is executed and delivered in the
State of Maryland and shall be subject to and be construed according to the laws
of said State of Maryland.
9. NOTICES. Notices and other writings shall be deemed to have been
properly delivered or given hereunder to the respective addresses if delivered
or mailed, postage prepaid, to the appropriate party at the address set forth
below:
If to the Trust:
Xxxxxxxxx-Xxxxxxxx Trust
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
If to the Custodian:
Rushmore Trust and Savings Bank, FSB
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
10. LIABILITY WAIVED. Neither the holders of shares in the Funds nor
the Trustees of the Trust shall be personally liable hereunder
11. SUCCESSORS. This Agreement shall be binding on and shall inure to
the benefit of the Trust and the Custodian and their respective successors.
12. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer on the day and year first above written.
ATTEST XXXXXXXXX-XXXXXXXX TRUST
/s/Xxxx Xxxxxx By/s/Xxxxxx X. X'Xxxxxx
President and Treasurer
/s/Xxxxxxx X. Xxxxxx By/s/Xxxxxxx X. Major
Vice-President & Secretary
ATTEST: RUSHMORE TRUST AND SAVINGS
BANK, FSB
/s/Xxxxx Xxxxx By/s/Xxxxxxx X. Xxxx
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RUSHMORE TRUST
January 24, 1997
Xx. Xxxxxxx X. Xxxxxx, Partner
Money Management Associates
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
I have enclosed a revised Schedule A, the fee schedule, of the Custody Agreement
between Xxxxxxxxx-Xxxxxxxx Trust and Rushmore Trust and Savings, FSB. This
revision states that the compensation for custody services provided is an
internal allocation of a fee described in the Administrative Services Agreement
between Money Management Associates and Rushmore Trust and Savings, FSB.
Please date and sign below to indicate acceptance of this revised schedule.
Should you have any questions, call me at (000) 000-0000.
Sincerely,
/s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Vice President and
Trust Manager
Accepted: /s/Xxxxxxx X. Xxxxxx
Date: January 29, 1997
0000 Xxxxxxxx Xxxxxx x Xxxxxxxx, Xxxxxxxx 000x0 o (000) 000-0000
o Fax (000) 000-0000
SCHEDULE A
The fee for Custodian services is an internal allocation of the fee described in
the Administrative Services Agreement between Money Management Associates and
Rushmore Trust and Savings, FSB.
