CUSTODIAN AGREEMENT
MIMLIC SMALL COMPANY FUND, INC.
FIRST TRUST NATIONAL ASSOCIATION
THIS AGREEMENT, made in duplicate this 20th day of May, 1994, by and
between MIMLIC Small Company Fund, Inc., a Minnesota corporation (hereinafter
called the "Fund"), and First Trust 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 St. ▇▇▇▇, Minnesota
(hereinafter called the "Custodian").
WITNESSETH:
WHEREAS, the Fund desires that its securities and cash shall be hereafter
held and administered by the Custodian, pursuant to the terms of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Fund and Custodian agree as follows:
ARTICLE 1. DEFINITIONS
The word "securities" as used herein shall be construed to include,
without being limited to, shares, stocks, treasury stocks, including any
stocks of the Fund, notes, bonds, debentures, evidences of indebtedness,
certificates of interest or participation in any profit-sharing agreements,
collateral trust certificates, reorganization certificates or subscriptions,
transferable shares, investment contracts, voting trust certificates,
certificates of deposit for a security, fractional or undivided interests in
oil, gas, or other mineral rights, or any certificates of interest or
participation in, temporary or interim certificates for, receipts for,
guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations, and any evidence of any right
or interest in or to any property or assets and any other interest or
instrument commonly known as a security.
The words "written order from the Fund" shall mean a request or direction
or certification in writing, by wire, computer terminal, magnetic tape or
other mutually accepted means with or without a manual signature which the
Custodian in good faith believes to be genuine and to have been sent by the
Fund. Any such order in writing shall be signed in the name of the Fund by
any two of the individuals designated in the current certified list referred
to in Article 2.
ARTICLE 2. NAMES, TITLES AND SIGNATURES OF FUND'S OFFICERS
The Fund shall certify to the Custodian the names, titles and signatures
of officers and other persons who are authorized to give written or oral
orders to the Custodian on behalf of the Fund. The Fund agrees that whenever
any change in such authorization occurs it will file with the Custodian a new
certified list of names, titles and signatures which shall be signed by at
least one officer previously certified to the Custodian if any such officer
still holds an office in the Fund. The Custodian is authorized
to rely and act upon the names, titles and signatures of the individuals as
they appear in the most recent such certified list which has been delivered
to the Custodian as hereinbefore provided.
ARTICLE 3. RECEIPT AND DISBURSING OF MONEY
SECTION (1)
The Fund shall from time to time cause cash held by the Fund to be delivered
or paid to the Custodian, but the Custodian shall not be under any obligation
or duty to determine whether all cash of the Fund is being so deposited or to
take any action or give any notice with respect to cash not so deposited.
The Custodian agrees to hold such cash, together with any other sum collected
or received by it for or on behalf of the Fund, for the account of the Fund,
in the name of "MIMLIC Small Company Fund, Inc., Custodian Account," in
conformity with the terms of this Agreement. The Custodian shall make
payments of cash for the account of the Fund upon receipt of a written order
from the Fund.
SECTION (2)
The Custodian is hereby appointed the attorney-in-fact of the Fund to
enforce and collect all checks, drafts or other orders for the payment of
money received by the Custodian for the account of the Fund and drawn to or
to the order of the Fund and to deposit them in the Custodian Account of the
Fund.
ARTICLE 4. RECEIPT OF SECURITIES
The Fund agrees to place all of its securities of the Fund in the custody of
the Custodian, but the Custodian shall not be under any obligation or duty to
determine whether all securities of the Fund are being so deposited or to
require that they be so deposited, or to take any action or give any notice
with respect to the securities not so deposited. The Custodian agrees to
hold such securities for the account of the Fund, in the name of the Fund or
of bearer or of a nominee of the Custodian, and in conformity with the terms
of this Agreement. The Custodian also agrees, upon written order from the
Fund, to receipt from persons other than the Fund and to hold for the account
of the Fund securities specified in said written order, and, if the same are
in proper form, to cause payment to be made therefor to the persons from whom
such securities were received, from the funds of the Fund held by it in the
Custodian Account in the amounts provided and in the manner directed by the
written order from the Fund. The Custodian shall have no power, or authority
to assign, hypothecate, pledge or otherwise dispose of any such securities
and investments, except pursuant to a written order from the Fund and only
for the account of the Fund as set forth in Article 5 of this Agreement.
The Custodian agrees that all securities of the Fund placed in its custody
shall be kept segregated in a separate account at all times from those of any
other person, firm or corporation, and shall be held by the Custodian with
all reasonable precautions for the safekeeping thereof, with safeguards
substantially equivalent to those maintained by the Custodian for its own
securities.
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ARTICLE 5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES
The Custodian agrees to transfer, exchange or deliver securities as provided
in Article 6, or on receipt by it of, and in accordance with, a written order
from the Fund in which the Fund shall state specifically which of the
following cases is covered thereby, provided that it shall not be the
responsibility of the Custodian to determine the propriety or legality of any
such order:
(a) In the case of deliveries of securities sold by the Fund, against
receipt by the Custodian of the proceeds of sale and after receipt of a
confirmation from a broker or dealer with respect to the transaction;
(b) In the case of deliveries of securities which may mature or be
called, redeemed, retired or otherwise become payable, against receipt by the
Custodian of the sums payable thereon or against interim receipts or other
proper delivery receipts;
(c) In the case of deliveries of securities which are to be transferred
to and registered in the name of the Fund or of a nominee of the Custodian
and delivered to the Custodian for the account of the Fund, against receipt
by the Custodian of interim receipts or other proper delivery receipts;
(d) In the case of deliveries of securities to the issuer thereof, its
transfer agent or other proper agent, or to any committee or other
organization for exchange for other securities to be delivered to the
Custodian in connection with a reorganization or recapitalization of the
issuer or any split-up or similar transaction involving such securities,
against receipt by the Custodian of such other securities or against interim
receipts or other proper delivery receipts;
(e) In the case of deliveries of temporary certificates in exchange for
permanent certificates, against receipt by the Custodian of such permanent
certificates or against interim receipts or other proper delivery receipts;
(f) In the case of deliveries of securities upon conversion thereof into
other securities, against receipt by the Custodian of such other securities
or against interim receipts or other proper delivery receipts;
(g) In the case of deliveries of securities in exchange for other
securities (whether or not such transactions also involve the receipt or
payment of cash), against receipt by the Custodian of such other securities
or against interim receipts or other proper delivery receipts;
(h) In a case not covered by the preceding paragraphs of this article,
upon receipt of a resolution adopted by the Board of Directors of the Fund,
or any Executive Committee of such Board, signed by an officer of the Fund
and certified to by the Secretary, specifying the securities and assets to be
transferred, exchanged, or delivered, the purposes for which such delivery is
being made, declaring such purposes to be proper corporate purposes, and
naming a person or persons to whom such transfer, exchange or delivery is to
be made; and
(i) In the case of deliveries pursuant to paragraphs (a), (b), (c), (d),
(e), (f), and (g) above, the written order from the Fund shall direct that
the proceeds of any securities delivered, or securities or other assets
exchanged for or in lieu of securities so delivered, are to be delivered to
the Custodian.
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ARTICLE 6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS
Unless and until the Custodian receives contrary written orders from the
Fund, the Custodian shall without order from the Fund:
(a) Present for payment all bills, notes, checks, drafts and similar
items, and all coupons or other income items (except stock dividends), held
or received for the account of the Fund, and which require presentation in
the ordinary course of business, and credit such items to the Custodian
Account of the Fund conditionally, subject to final payment;
(b) Present for payment all securities which may mature or be called,
redeemed, retired, or otherwise become payable and credit such items to the
Custodian Account of the Fund conditionally, subject to final payment;
(c) Hold for and credit to the account of the Fund all shares of stock
and other securities received as stock dividends or as the result of a stock
split or otherwise from or on account of securities of the Fund, and notify
the Fund promptly of the receipt of such items;
(d) Deposit any cash received by it from, for or on behalf of the Fund
to the credit of the Fund in the Custodian Account of the Fund (without
liability for interest);
(e) Charge against the aforesaid Custodian Account for the Fund
disbursements authorized to be made by the Custodian hereunder and actually
made by it, and notify the Fund of such charges at least once a month;
(f) Deliver securities which are to be transferred to and reissued in
the name of the Fund, or of a nominee of the Custodian for the account of the
Fund, and temporary certificates which are to be exchanged for permanent
certificates, to a proper transfer agent for such purposes against interim
receipts or other proper delivery receipts; and
(g) Hold for disposition in accordance with written orders from the Fund
hereunder all options, rights and similar securities which may be received by
the Custodian and which are issued with respect to any securities held by it
hereunder, and notify the Fund promptly of the receipt of such items.
ARTICLE 7. DELIVERY OF PROXIES
The Custodian shall deliver promptly to the Fund all proxies, notices and
communications with relation to securities held by it which it may receive
from sources other than the Fund.
ARTICLE 8. TRANSFER
The Fund shall furnish to the Custodian appropriate instruments to enable
the Custodian to hold or deliver in proper form for transfer any securities
which it may hold for the account of the Fund. For the purpose of
facilitating the handling of securities, unless the Fund shall otherwise
direct by written order, the Custodian is authorized to hold securities
deposited with it under this Agreement in the name of its registered nominee
or nominees (as defined in the Internal Revenue Code and any Regulations of
the United States Treasury Department issued thereunder or in any provision
of any subsequent Federal tax law exempting such transaction from liability
for stock transfer taxes) and shall execute and deliver all such certificates
in connection therewith as may be required by such laws or regulations or
under
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the laws of any state. In consideration of Custodian's registration of any
securities or other property in the name of Custodian or its nominee or
agent, Customer agrees to pay on demand to Custodian or to Custodian's
nominee or agent the amount of any loss or liability for stockholders
assessments, or otherwise, claimed or asserted against Custodian or
Custodian's nominee or agent by reason of such registration. Securities of
the Fund which are held in nominee name shall be identified as belonging to
the Fund on the books and records of the Custodian.
ARTICLE 9. TRANSFER TAXES AND OTHER DISBURSEMENTS
The Fund shall pay or reimburse the Custodian for any transfer taxes
payable upon transfers of securities made hereunder, including transfers
incident to the termination of this Agreement, and for all other necessary
and proper disbursements and expenses made or incurred by the Custodian in
the performance or incident to the termination of this Agreement, and the
Custodian shall have a lien upon any cash or securities held by it for the
account of the Fund for all such items, enforceable, after thirty days'
written notice by registered mail to the Fund, by the sale of sufficient
securities to satisfy such lien. The Custodian may reimburse itself by
deducting from the proceeds of any sale of securities an amount sufficient to
pay any transfer taxes payable upon the transfer of securities sold. The
Custodian shall execute such certificates in connection with securities
delivered to it under this Agreement as may be required, under the provisions
of any federal revenue act and any Regulations of the Treasury Department
issued thereunder or any state laws, to exempt from taxation any transfers
and/or deliveries of any such securities as may qualify for such exemption.
ARTICLE 10. CUSTODIAN'S LIABILITY
If the mode of payment for securities to be delivered by the Custodian is
not specified in the written order from the Fund directing such delivery, the
Custodian shall make delivery of such securities against receipt by it of
cash, a postal money order or a check drawn by a bank, trust company, or
other banking institution, or by a broker named in such written order from
the Fund, for the amount the Custodian is directed to receive. The Custodian
shall be liable for the proceeds of any delivery of securities made pursuant
to this Article, but provided that it has complied with the provisions of
this Article, only to the extent that such proceeds are actually received.
ARTICLE 11. CUSTODIAN'S REPORT
The Custodian shall furnish the Fund as of the close of business on the
last business day of each month a statement showing all cash transactions and
entries for the account of the Fund. The books and records of the Custodian
pertaining to its actions as Custodian under this Agreement shall be open to
inspection and audit, at reasonable times, by officers of, and auditors
employed by, the Fund. The Custodian shall furnish the Fund with a list of
the securities held by it in custody for the account of the Fund as of the
close of business on the last business day of each month.
ARTICLE 12. CUSTODIAN'S COMPENSATION
The Custodian shall be paid compensation at such rates and at such times
as may from time to time be agreed on in writing by the parties hereto, and
the Custodian shall have a lien for unpaid compensation, to the date of
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termination of this Agreement, upon any cash or securities held by it for the
account of the Fund, enforceable in the manner specified in Article 9 hereof.
ARTICLE 13. DURATION, TERMINATION AND AMENDMENT OF AGREEMENT
This Agreement shall remain in effect, as it may from time to time be
amended, until it shall have been terminated as hereinafter provided, but no
such alteration or termination shall affect or impair any rights or
liabilities arising out of any acts or omissions to act occurring prior to
such amendment or termination.
The Custodian may terminate this Agreement by giving the Fund ninety (90)
days' written notice of such termination by registered mail addressed to the
Fund at its principal place of business.
The Fund may terminate this Agreement by giving ninety (90) days' written
notice thereof delivered, together with a copy of the resolution of the Board
of Directors authorizing such termination and certified by the Secretary of
the Fund, by registered mail to the Custodian at its principal place of
business.
Upon termination of this Agreement, the assets of the Fund held by the
Custodian shall be delivered by the Custodian to a successor custodian upon
receipt by the Custodian of a copy of the resolution of the Board of
Directors of the Fund, certified by the Secretary, designating the successor
custodian.
Upon any termination of this Agreement, pending the appointment of a
successor custodian or a decision by the Fund to dissolve or to function
without a custodian of its cash, securities and other property, Custodian
shall not deliver the cash, securities and other property of the Fund to the
Fund, but may deliver them to a bank or trust company in the Cities of
Minneapolis or St. ▇▇▇▇, Minnesota, of its own selection, having an aggregate
capital, surplus and undivided profits, as shown by its last published
report, of not less than five hundred thousand dollars ($500,000.00) as a
Custodian for the Fund to be held under terms similar to those of this
Agreement; provided, however, that Custodian shall not be required to make
any such delivery or payment until full payment shall have been made by the
Fund or Minnesota Mutual of all liabilities constituting a charge on or
against the properties then held by Custodian or on or against Custodian, and
until full payment shall have been made to Custodian of all its fees,
compensation, costs and expenses, subject to the provisions of Section 12 of
this Agreement.
This Agreement may be amended at any time by the mutual agreement of the
Fund and the Custodian.
This Agreement may not be assigned by the Custodian without the consent
of the Fund, authorized or approved by a resolution of its Board of Directors.
ARTICLE 14. SUCCESSOR CUSTODIAN
Any bank or trust company into which the Custodian or any successor
custodian may be merged or converted or with which it or any successor
custodian may be consolidated, or any bank or trust company resulting from
any merger, conversion or consolidation to which the Custodian or any
successor custodian shall be a party, or any bank or trust company succeeding
to the business of the Custodian, shall be and become the successor custodian
without
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the execution of any instrument or any further act on the part of the Fund or
the Custodian or any successor custodian.
Any such successor custodian shall have all the power, duties and
obligations of the preceding custodian under this Agreement and any
amendments thereof and shall succeed to all the exemptions and privileges of
the preceding custodian under this Agreement and any amendments thereof.
ARTICLE 15. USE OF SUB-CUSTODIAN BANKS
Notwithstanding any provisions of this Agreement to the contrary, the
Custodian is authorized to make, from time to time, appropriate arrangements
with other banks selected by it for the custody by such banks of the Fund
securities in circumstances where direct custody of such securities by the
Custodian would be impracticable. Any bank so selected by the Custodian to
act as a sub-custodian shall have aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than five hundred
thousand dollars ($500,000.00). For the purposes of this Agreement, any bank
selected by the Custodian to act as a sub-custodian for the Fund shall be
deemed to be an agent of the Custodian, and receipt and possession by such
sub-custodian bank of securities for the Fund shall constitute receipt and
possession of such securities by the Custodian. The account holdings of the
Customer at such an entity shall not include any assets of the Custodian
other than assets held as a fiduciary, Custodian or otherwise for Customers,
and securities of the Fund which are maintained in such an entity shall be
identified as belonging to the Fund on the books and records of the
Custodian. The Custodian shall indemnify the Fund for any losses arising
from the negligence of any sub-custodian bank selected by it. The Custodian
shall promptly notify the Fund of its selection of a bank to act as
sub-custodian hereunder.
ARTICLE 16. USE OF DEPOSITORY
The Custodian may deposit all or any part of the securities owned by the
Fund in a (a) clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which
acts as a securities depository, or (b) the book-entry system as provided in
Subpart O of Treasury Circular ▇▇. ▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇ of ▇▇ ▇▇▇ ▇▇▇,
and the book-entry regulations of federal agencies substantially in the form
of Subpart O, (hereinafter referred to as "Depository") in accordance with
the provisions of Rule 17f-4 under the Investment Company Act of 1940, or the
applicable provisions of a comparable rule adopted by the Securities and
Exchange Commission, and this Agreement.
The Custodian shall establish, for the participation of the Fund, an
account at the Depository which shall not include any assets held by the
Custodian other than as a fiduciary, custodian or otherwise for customers.
The Custodian shall send the Fund confirmation of any transfers to or from
the account of the Fund including those where the transaction takes place by
book entry at the Depository and shall identify securities held by the
Depository belonging to the Fund. Upon request, the Custodian shall also
provide the Fund with any report obtained by the Custodian on the
Depository's system of internal accounting control and such reports on the
Custodian's own system of internal accounting control as the Fund may
reasonably require. The Custodian shall indemnify the Fund for any loss or
damage resulting from the use of the Depository arising by reason of any
negligence, misfeasance or misconduct of the Custodian or its employees or
agents or from a failure of the Custodian to enforce effectively such rights
as it may have against the Depository.
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ARTICLE 17. GENERAL
Nothing expressed or mentioned in or to be implied from any provisions of
this Agreement is intended to give or shall be construed to give any person
or corporation other than the parties hereto any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant,
condition or provision herein contained, this Agreement and all of the
covenants, conditions and provisions hereof being intended to be, and being,
for the sole and exclusive benefit of the parties hereto and their respective
successors and assigns.
It is the purpose and intention of the parties hereto that the Fund shall
retain all the power, rights and responsibilities of determining policy,
exercising discretion and making decisions with respect to the purchase, or
other acquisitions, and the sale, or other disposition, of all of its
securities, and that the duties and responsibilities of the Custodian
hereunder shall be limited to receiving and safeguarding the assets and
securities of the Fund and to delivering or disposing of them pursuant to the
written order of the Fund as aforesaid, and the Custodian shall have no
authority, duty or responsibility for the investment policy of the Fund or
for any acts of the Fund in buying or otherwise acquiring, or in selling or
otherwise disposing of, any securities, except as hereinbefore specifically
set forth.
The Custodian shall in no case or event permit the withdrawal of any
money or securities of the Fund upon the mere receipt of any director,
officer, employee or agent of the Fund, but shall hold such money and
securities for disposition under the procedure herein set forth.
All notices and communications from the Custodian to the Fund shall be
addressed to MIMLIC Small Company Fund, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless and until the Fund, in writing, directs the
Custodian otherwise, in which event the last such written direction shall be
controlling. All notices and other communications from the Fund to the
Custodian shall be addressed to First Trust National Association, 4th Floor -
Custody Window, and delivered to it at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless and until the Custodian in writing directs the Fund
otherwise in which event the last such written direction shall be controlling.
The Fund agrees to indemnify and hold harmless the Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and
liabilities (including reasonable counsel fees) incurred or assessed against
it or its nominee in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct; provided, however, that the
Custodian will give the Fund reasonable opportunity to defend against such
claim in the name of the Fund or Custodian, or both. The Custodian is
authorized to charge any account of the Fund for such items. In the event of
any advance of cash for any purpose made by the Custodian resulting from
orders or instructions of the Fund, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time held
for the account of the Fund shall be security therefor.
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ARTICLE 18. LIABILITY OF CUSTODIAN
The Custodian shall not be liable for any action taken in good faith upon
oral or written instructions of the Fund or upon any written order herein
described or certified copy of any resolution of the Board of Directors and
may rely on the genuineness of any such document which it in good faith
believes to have been validly executed.
The Custodian shall be responsible for any loss of the physical property
of the Fund while deposited in the Fund account or accounts or otherwise in
the actual possession of Custodian, its officers, agents or employees. The
Custodian shall not be responsible to the Fund for any loss of the Fund's
securities caused by war, civil war, insurrection, military, naval or usurped
power, hurricane, cyclone, tornado, earthquake, volcanic eruption or other
similar disturbance of nature. Custodian shall not be responsible to the
Fund for any loss of the Fund's securities in time of peace or war, directly
or indirectly caused by or resulting from the effects of nuclear fission or
fusion or radioactivity.
No loss shall excuse Custodian from any of its responsibilities under the
terms of this Agreement.
The Custodian shall also be responsible for any loss of the physical
property of the Fund while such physical property is in transit between the
banking premises of Custodian and any other place in the custody of an
officer, employee or agent of Custodian, or an armored motor vehicle company
employed by Custodian, provided Custodian has selected the means of
transportation or delivery used. Unless instructed otherwise pursuant to
this Agreement by the Fund, Custodian shall be the only party entitled to
select the means of transportation or delivery used.
The Custodian is to maintain in its own name bankers' blanket bond
insurance. Upon request from the Fund, Custodian shall provide the Fund with
a letter executed by an authorized officer of Custodian describing the
insurance then in force. If, at any time, such insurance is not satisfactory
to the Fund, the Fund may terminate this Agreement in accordance with its
provisions. Custodian's responsibilities under this Agreement shall in no
way be limited by the coverage limits of insurance carried by Custodian.
ARTICLE 19. INSTRUCTIONS TO CUSTODIAN
The Custodian may, when it deems it expedient, apply to the Fund, or to
counsel for the Fund, or to its own counsel, for instructions and advice; and
the Custodian shall not be liable for any action taken by it in accordance
with the written instructions or advice of the Fund or of counsel for the
Fund.
ARTICLE 20. EFFECTIVE DATE
This Agreement shall become effective when it shall have been approved by
the Board of Directors of the Fund. The Fund shall transmit to the Custodian
promptly after such approval by said Board of Directors a copy of its
resolution embodying such approval, certified by the Secretary of the Fund.
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IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement
to be executed in duplicate as of the date first above written by their duly
authorized officers.
ATTEST: MIMLIC SMALL COMPANY FUND, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- -------------------------------------
Assistant Secretary Its President
--------------------------------
ATTEST: FIRST TRUST NATIONAL ASSOCIATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- -------------------------------------
Trust Officer Its Vice President
--------------------------------
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AMENDMENT TO CUSTODY AGREEMENT
This Amendment, dated June 22, 1994 amends the Custody Agreement ("Agreement")
by and between MIMLIC Small Company Fund, Inc. (the "Fund") and First Trust
National Association ("Custodian") dated May 20, 1994.
The parties agree to amend the Agreement by the addition of the following
provisions:
1. Absent specific investment instructions to the contrary from the Fund,
Custodian shall leave uninvested and deposit as a general deposit with
Custodian or any bank affiliate of Custodian all cash and all checks and
drafts (when collected funds are received) received from or with respect
to Assets. The Fund acknowledges that Custodian shall have no obligation
to pay interest on such general deposit, such uninvested deposit amounts
may also include, but not by way of limitation, cash amounts received
into the Account or pending distribution from the Account.
2. Custodian shall collect all income, principal and other distributions due
and payable on securities held either by Custodian or a Depository
pursuant to Article 6 but shall be under no obligation or duty to take
action to effect collection of any amount if the Assets upon which such
payment is due are in default, or if payment is refused after due demand
and presentation. Custodian shall have no responsibility to notify the
Fund in the event of such default or refusal to pay, but if Custodian
receives notice of default or refusal to pay from an issuer or transfer
agent, Custodian shall so advise the Fund.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as
of the date first written above
MIMLIC SMALL COMPANY FUND, INC. FIRST TRUST NATIONAL ASSOCIATION
By: /s/ Bardea ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Its: Vice President Its: Vice President
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