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EXHIBIT 4
CUSTODIAN SERVICES AGREEMENT
BETWEEN CLIENT
AND AMERISTAR INVESTMENTS AND TRUST
A DIVISION OF FIRST AMERICAN NATIONAL BANK
Whereas, SIRROM INVESTMENTS, INC. ("Client") desires to establish a custodian
services account ("Account") with First American National Bank, First American
is hereby appointed as the Custodian ("Custodian") to be the agent and
attorney-in-fact of Client, to maintain in the name of Client a Securities
Custody Account for all cash, securities, and any other assets which may be
delivered or caused to be delivered to Custodian from time to time for credit
to such Account upon the following terms, unless Custodian shall otherwise be
directed in writing.
Custodian shall hold and safeguard the cash, securities, and other assets as
may be deposited initially and from time to time in the Account. Custodian
shall collect dividends, interest and other income and, after paying the
expenses of the Account, shall reinvest such income in the ValueStar Treasury
Money Market Fund unless otherwise directed by client. Custodian shall also
pay such amounts of principal as may be requested from time to time by written
or verbal instructions from authorized individuals.
Custodian may hold securities or other assets in the name of its nominee or in
such other form as may be in accordance with standard Securities Processing
practices. Securities may be placed with a securities depository.
Custodian shall purchase and sell assets as may be directed from time to time.
Custodian is authorized to invest cash in the amount of Client in the ValueStar
Treasury Money Market Fund or in any other investment vehicle as otherwise
directed by Client or its authorized representative. Custodian shall have no
investment responsibility or investment authority over the assets in this
account and shall have no responsibility to make recommendations for investment
changes.
On or before the 15th day following a months-end, Custodian shall furnish
Client with a statement of the prior month's account activity showing all
receipts and disbursements and a statement showing all asset positions held as
of the end of such prior month.
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Custodian Services Agreement
Page 2
Custodian shall charge for its services in accordance with its standard
schedule of fees which is in effect at the time services are rendered and such
fee shall be charged against the income of the Account. Custodian shall give
Client thirty (30) days written notice prior to any changes in fees for
services rendered.
Affiliates of First American Corporation are now performing discount brokerage
services. It is understood that the commissions for such services and the
above referenced account custodial fees might be considered as a conflict of
interest. Nevertheless, should Custodian be directed by client to purchase and
sell securities or other assets through a broker or dealer which is a bank or
other affiliate of First American Corporation, such transaction is hereby
authorized.
This Agreement may be modified or terminated by thirty (30) days prior written
notice from either party to the other. Client reserves the right to withdraw
any assets from this Account by their written request to Custodian.
Client: Sirrom Investments, Inc.
By: ,CFO SSN/TIN: 62-1648441
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Signature
Address:
000 Xxxxxx Xx., Xxxxx 000
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Xxxxxxxxx, XX 00000
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Dated this _________ day of August, 1996.
Agreed and accepted:
FIRST AMERICAN NATIONAL BANK
By:
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Its:
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Title
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CUSTODIAN SERVICES AGREEMENT SUPPLEMENT
SIRROM INVESTMENTS, INC.
000 XXXXXX XXXXXX
XXXXX 000
XXXXXXXXX, XXXXXXXXX 00000
August __, 1996
Ameristar Investments and Trust,
a division of First American National Bank
First American Center
Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Custodian Services Agreement
between Sirrom Investments, Inc. and Ameristar Investments and Trust, a
division of First American National Bank, dated August __, 1996 (the "Custodian
Agreement"). This Custodian Services Agreement Supplement serves as an
amendment to the Custodian Agreement and to the extent that any provisions of
the Custodian Agreement conflict with the provisions hereof, the provisions
hereof shall govern. We hereby appoint you as a custodian of our securities
pursuant to Rule 17f-2 of the Securities and Exchange Commission ("SEC"),
promulgated under the Investment Company Act of 1940, as amended. Accordingly:
1. Except as provided in Paragraphs 2 and 5, we will deposit all our
securities and similar investments for safekeeping by you. Investments so
deposited shall be physically segregated at all times from those of any other
person and shall be withdrawn only in connection with transactions of the
character described in Paragraph 2.
2. We may withdraw from, or not maintain in, custody with you, the
following:
(i) Securities on loan which are collateralized to the extent of
their full market value;
(ii) Securities hypothecated, pledged or placed in escrow for our
account in connection with a loan or other transaction
authorized by specific resolution of our Board of Directors;
(iii) Securities in transit in connection with their sale,
exchange, redemption, maturity or conversion, the exercise
of warrants or rights, or assents to changes in terms of the
securities; or
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Letter to Ameristar Investments and Trust
August ___, 1996
page 2
(iv) Other transactions necessary or appropriate in the ordinary
course of our business relating to the management of
securities.
3. Except as otherwise provided by law, no person shall be authorized
or permitted to have access to the securities and similar investments deposited
in accordance herewith except pursuant to a resolution of our Board of
Directors. Each such resolution shall provide that access to such investments
shall be had only by two or more such persons jointly, except that access to
such investments shall be permitted (i) to properly authorized officers and
employees of yours, and (ii) to our independent public accountants jointly with
any two persons designated in such resolution or with a properly authorized
officer or employee of yours.
The foregoing to the contrary notwithstanding, such investments shall
at all times be subject to inspection by the SEC through its authorized
employees or agents accompanied, unless otherwise directed by order of the SEC,
by one or more of our officers designated pursuant to this paragraph.
4. Each person when depositing securities or similar investments in or
withdrawing them from custody with you, or when ordering their withdrawal and
delivery from your safekeeping, shall sign a notation in respect of such
deposits, withdrawal or order which shall show the following:
(i) the date and time of the deposit, withdrawal or order;
(ii) the title and amount of the securities or other investments
deposited, withdrawn or ordered to be withdrawn, and an identification thereof
by certificate numbers or otherwise;
(iii) the manner of acquisition of the securities or similar
investments deposited or the purpose for which they have been withdrawn or
ordered to be withdrawn; and
(iv) if withdrawn and delivered to another person, the name of
such person.
Such notation shall be transmitted promptly to an officer or director
of ours designated by our Board of Directors who shall not be a person
designated for the purpose of Paragraph 3. Such notation shall be on serially
numbered forms and you will preserve a copy thereof for at least one year.
5. Anything to the contrary notwithstanding, we or you may deposit
all or any part of the securities owned by us in a clearing agency or book-entry
system as defined in and to the extent permitted by Rule 17f-4 of the SEC under
the Investment Company Act of 1940, as amended.
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Letter to Ameristar Investments and Trust
August ___, 1996
page 3
Please confirm your agreement with the foregoing by signing and
returning to us an enclosed copy of this Supplement.
Very truly yours,
SIRROM INVESTMENTS, INC.
By:
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Title: CFO
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ACCEPTED AND AGREED TO
this ____ day of August, 1996.
FIRST AMERICAN NATIONAL BANK
By:
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Title:
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