<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OLDE CUSTODIAN FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OLDE CUSTODIAN FUND
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
OLDE CUSTODIAN FUND
751 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(800) 237-6533
December 13, 1999
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
OLDE Custodian Fund (the "Trust"), which will be held on January 18, 2000 at
10:00 a.m., Detroit Time, adjacent to the offices of the Trust, 131 West
Lafayette Blvd., Detroit, Michigan 48226 (toll free phone number: 800-237-6533).
THE MATTERS TO BE ACTED UPON AT THE MEETING WITH RESPECT TO EACH FUND OF
THE TRUST ARE DESCRIBED IN THE ATTACHED NOTICE AND PROXY STATEMENT.
Although we would like very much to have each shareholder attend the
Special Meeting, we realize this is not possible. Whether or not you plan to be
present at the meeting, we need your vote. WE URGE YOU TO COMPLETE, SIGN AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR
THIS PURPOSE.
If you return your proxy promptly you can help avoid the expense of
follow-up mailings to achieve a quorum so that the business of the meeting can
be conducted. Proxies may be revoked at any time before they are voted by a
written revocation received by the Secretary of the Trust, by properly executing
a later-dated proxy or by attending the meeting and voting in person.
We look forward to seeing you at the meeting or receiving your proxy so
that your shares may be voted at the meeting.
By order of the Board of Trustees,
Lisa S. Fildes
Secretary
<PAGE> 3
OLDE CUSTODIAN FUND
751 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(800) 237-6533
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of OLDE Custodian Fund:
A Special Meeting of Shareholders (the "Special Meeting") of OLDE Custodian
Fund (the "Trust") will be held on January 18, 2000 at 10:00 a.m., Detroit Time,
adjacent to the offices of the Trust, 131 West Lafayette Blvd., Detroit,
Michigan 48226 (toll free phone number: 800-237-6533).
1. To approve New Advisory Agreements, in the forms set forth in Appendix
A, between the Trust and OLDE Asset Management, Inc, as discussed in
Part I of the attached Proxy Statement. (Each Advisory Agreement will be
voted on only by shareholders of the relevant Fund.)
2. To consider such other matters as may properly come before the Special
Meeting.
By order of the Board of Trustees,
Lisa S. Fildes
Secretary
December 13, 1999
WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO YOU WILL BE REPRESENTED AT THE SPECIAL MEETING.
<PAGE> 4
OLDE CUSTODIAN FUND
751 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(800) 237-6533
PROXY STATEMENT
GENERAL
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF OLDE CUSTODIAN FUND (THE
"TRUST") for use at the Special Meeting of Shareholders (the "Meeting") to be
held on January 18, 2000 at 10:00 a.m., Detroit Time, adjacent to the offices of
the Trust, 131 West Lafayette Blvd., Detroit, Michigan 48226, and at any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders (the "Notice"). Shareholders of record at the
close of business on December 6, 1999 are entitled to be present and to vote at
the Meeting or any adjourned session thereof. The Notice, proxy and this Proxy
Statement have been mailed to such shareholders of record on or about December
13, 1999.
The Trust currently consists of three series of shares, the OLDE Money
Market Series, the OLDE Premium Money Market Series and the OLDE Premium Plus
Money Market Series (each a "Fund" and collectively, the "Funds").
The Trust will furnish, without charge, a copy of the Annual Report for the
fiscal year ended October 31, 1998 and the Semi-Annual Report for the six month
period ended April 30, 1999, to any shareholder upon request. Shareholders may
request copies by writing the Trust at 751 Griswold Street, Detroit, Michigan
48226, or by calling toll free at (800) 237-6533.
All shareholders of record at the close of business on December 6, 1999 are
entitled to one vote for each share of the Trust held. As of that date, there
were issued and outstanding the following number of shares of each Fund:
<TABLE>
<CAPTION>
SHARES ISSUED
NAME OF FUND AND OUTSTANDING
------------ ---------------
<S> <C>
OLDE Money Market Series.................................... 518,689,755
OLDE Premium Money Market Series............................ 376,818,654
OLDE Premium Plus Money Market Series....................... 2,647,938,356
--------------
Total....................................................... 3,543,446,765
</TABLE>
Shareholders of each Fund will vote separately on the Proposal (approval of
new investment advisory agreements for each Fund). The presence at the Meeting,
in person or by proxy, of a majority of the holders of the Shares entitled to be
cast of a Fund shall be necessary and sufficient to constitute a quorum for the
transaction of business. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions will be treated as shares
that are present and entitled to vote.
Votes cast by proxy or in person at the meeting will be counted by persons
appointed as tellers by the Trust. The tellers will count the total number of
votes cast "for" approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. Abstentions have the effect of
negative votes on the proposal.
Proxies may be revoked at any time before they are voted by a written
revocation received by the Secretary of the Trust, by properly executing a
later-dated proxy or by attending the meeting, requesting return of a proxy and
voting in person.
The costs of solicitation will be borne by OLDE Asset Management, Inc.
("OLDE Asset Management"). Solicitation of proxies by personal interview, mail
or telephone may be made by officers and trustees of the Trust and employees of
OLDE Asset Management and their respective affiliates.
As of December 6, 1999 there were no persons known to be the beneficial
owners of more than five percent of the shares of any Fund of the Trust.
1
<PAGE> 5
I. APPROVAL OF THE
NEW INVESTMENT ADVISORY AGREEMENTS
INTRODUCTION. OLDE Asset Management, 751 Griswold Street, Detroit, Michigan
48226, acts as investment adviser to each Fund pursuant to separate investment
advisory agreements entered into by each Fund and OLDE Asset Management (each a
"Prior Advisory Agreement," and together the "Prior Advisory Agreements"). OLDE
Asset Management has served as investment adviser to the Funds since each Fund's
inception. On August 31, 1999, OLDE Financial Corporation ("OLDE Financial"), a
holding company that owns 100% of OLDE Asset Management's voting securities,
signed a definitive purchase agreement which provided for the acquisition by H&R
Block, Inc. ("H&R Block") of all of the voting securities of OLDE Financial (the
"Transaction"). The Transaction was completed on December 1, 1999. The
Transaction resulted in an "assignment" of the Prior Advisory Agreements for
purposes of the Investment Company Act of 1940 (the "1940 Act"), which regulates
investment companies such as the Trust. Since, as required by the 1940 Act, the
Prior Advisory Agreements provide that they will terminate automatically upon
assignment, you are now being asked to approve new investment advisory
agreements (each a "New Advisory Agreement") between your Fund and OLDE Asset
Management.
OLDE Asset Management applied pursuant to Section 6(c) of the 1940 Act, for
an order of the Securities Exchange Commission ("SEC") to provide OLDE Asset
Management an exemption from Section 15(a) of the 1940 Act (the "Exemptive
Order"). Section 15(a) of the 1940 Act generally requires the shareholders to
approve a new investment advisory agreement. The Exemptive Order was granted by
the SEC on December 13, 1999.
The Exemptive Order permits the implementation, prior to formal shareholder
approval, of the New Advisory Agreements described below, which are
substantially identical to the Prior Advisory Agreements, between the Trust and
OLDE Asset Management with respect to each Fund. The Exemptive Order covers an
interim period of not more than 150 days (the "Interim Period") beginning on the
date of the Transaction and continuing through the date the New Advisory
Agreements are approved or disapproved by the shareholders of the respective
Funds pursuant to this proxy, but in no event later than April 15, 2000. For
each Fund, the aggregate contractual rate chargeable for investment advisory
services will remain the same. During the Interim Period, fees payable by the
Funds for such investment advisory services will be paid into escrow.
The Exemptive Order permits OLDE Asset Management to enter into an escrow
arrangement with an unaffiliated financial institution that will serve as escrow
agent. The arrangement, in substance, provides that the fees payable to OLDE
Asset Management during the Interim Period under the New Advisory Agreements
will be paid into an interest-bearing escrow account maintained by the escrow
agent and that the amounts in the escrow account with respect to each Fund
(including interest earned on such paid fees) will be paid to OLDE Asset
Management only if shareholders of the Fund approve the New Advisory Agreements.
If shareholders of a Fund fail to approve the New Advisory Agreements, the
escrow agent will pay that Fund its respective share of the escrow amounts
(including any interest earned).
The investment advisory fee rate set forth in each New Advisory Agreement
is identical to the fee rate set forth in the corresponding Prior Advisory
Agreement and, as described in greater detail below, all other terms of the New
Advisory Agreement for each Fund are substantially identical to the Fund's Prior
Advisory Agreement in all material respects. The Transaction resulted in no
change in portfolio managers and other key investment personnel currently
responsible for OLDE Asset Management's management of each Fund's investment
operations.
The Trustees of the Trust are proposing that shareholders approve the New
Advisory Agreements between the Trust and OLDE Asset Management. In determining
to recommend this proposal, the Trustees considered that the terms of the
Transaction as it relates to the Trust, the ownership of OLDE Asset Management
following the Transaction and the financial condition of OLDE Financial and H&R
Block. The Trustees also considered the scope and quality of the services
historically provided to the Funds by OLDE Asset Management, the investment
returns of the Funds, the performance and expense ratios of other mutual funds
with investment objectives similar to the Funds and the brokerage policies and
practices employed by OLDE Asset Management in its management of the Funds'
investment portfolios.
2
<PAGE> 6
A description of the New Advisory Agreements, including the services
provided thereunder, the procedures for their termination and renewal and other
services to be provided by OLDE Asset Management, is set forth below. The
description is qualified in its entirety by reference to the form of New
Advisory Agreement included as Appendix A to this Proxy Statement.
Each Prior Advisory Agreement was approved by the sole initial shareholder
of each respective Fund at the commencement of operations of such Fund. Each
Fund's Prior Advisory Agreement was approved by the Trustees of the Trust,
including the Trustees who are not "interested persons" (as defined in section
2(a)(19) of the 1940 Act) of the Trust (the "Independent Trustees"), on November
6, 1998, for the one-year period commencing January 8, 1999 and again on October
13, 1999 for the one-year period commencing January 8, 2000.
The New Advisory Agreements were formally approved by the Trustees,
including the Independent Trustees, on October 13, 1999.
The Trustees were advised that OLDE Asset Management intends to rely on
Section 15(f) of the 1940 Act, which provides a non-exclusive safe harbor for an
investment adviser to an investment company or any of the investment adviser's
affiliated persons (as defined under the 1940 Act) to receive any amount or
benefit in connection with a change in control of the investment adviser so long
as two conditions are met. First, for a period of three years after the
Transaction, at least 75% of the board of trustees of the investment company
must not be "interested persons" of the investment company's investment adviser
or its predecessor adviser. On or prior to the consummation of the Transaction,
the Board of Trustees of the Trust will be in compliance with this provision of
Section 15(f). Second, an "unfair burden" must not be imposed upon the
investment company as a result of such transaction or any express or implied
terms, conditions or understandings applicable thereto. The term "unfair burden"
is defined in Section 15(f) to include any arrangement during the two-year
period after the transaction whereby the investment adviser, or any interested
person of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its shareholders (other
than fees for bona fide investment advisory or other services) or from any other
person in connection with the purchase or sale of securities or other property
to, from or on behalf of the investment company (other than bona fide ordinary
compensation as principal underwriter for such investment company). No such
compensation agreements are contemplated in connection with the Transaction.
OLDE Asset Management has undertaken to pay the costs of preparing and
distributing proxy materials relating to, and of holding, the Special Meeting as
well as other direct fees and expenses incurred by the Funds in connection with
the Transaction, including the fees and expenses of legal counsel to the Funds.
DESCRIPTION OF THE NEW ADVISORY AGREEMENTS. It is proposed that OLDE Asset
Management serve as the investment adviser to each Fund of the Trust pursuant to
the New Advisory Agreements between the Trust and OLDE Asset Management. As a
result of the Transaction, OLDE Asset Management continues as a subsidiary of
OLDE Financial and is now a subsidiary of H&R Block. The terms of the New
Advisory Agreements are substantially identical to the terms of the Prior
Advisory Agreements in all material respects, except for their effective and
termination dates.
The compensation payable to OLDE Asset Management for its services under
the New Advisory Agreements is a monthly fee at the following annual percentage
rates applicable to the average daily net asset value of each Fund, as
determined at the close of each business day during the month as follows:
<TABLE>
<CAPTION>
ANNUAL
NAME OF FUND PERCENTAGE RATE
------------ ---------------
<S> <C>
OLDE Money Market Series.................................... 0.50%
OLDE Premium Money Market Series............................ 0.30%
OLDE Premium Plus Money Market Series....................... 0.15%
</TABLE>
OLDE Asset Management has voluntarily agreed to reimburse or waive any or
all expenses of OLDE Premium Plus Money Market Series which exceeds 0.25% of
average net assets from January 1, 1997 until
3
<PAGE> 7
January 1, 2001. OLDE Asset Management may, at is discretion, reimburse
additional expenses of OLDE Premium Plus Money Market Series.
The Prior Advisory Agreement with each Fund also provides for OLDE Asset
Management's reimbursement to each Fund of the aggregate expenses of a Fund
(excluding taxes, brokerage fees, and, to the extent permitted by state
securities laws, extraordinary expenses) which exceed 2% of its first $10
million of average daily net assets, 1 1/2% of the next $20 million of average
daily net assets and 1% of average daily net assets in excess of $30 million.
For the year ended October 31, 1999, advisory fees paid to OLDE Asset
Management pursuant to the Prior Advisory Agreements (both before and after the
voluntary fee reduction described above), which provide for advisory fee rates
identical to those set forth in the New Advisory Agreements, were as follows:
<TABLE>
<CAPTION>
FUND GROSS FEES
---- ----------
<S> <C>
OLDE Money Market Series.................................... $2,524,172
OLDE Premium Money Market Series............................ $1,100,534
OLDE Premium Plus Money Market Series....................... $3,942,239
</TABLE>
Under the New Advisory Agreements, subject to such policies as the Trustees
of the Trust may determine, OLDE Asset Management, at its expense (not including
brokers' commissions or other costs of acquiring or disposing of any portfolio
securities), will furnish continuously an investment program for, and will make
investment decisions on behalf of, the Funds and place all orders for the
purchase and sale of portfolio securities, subject always to applicable
investment objectives, policies and restrictions.
The New Advisory Agreements, if approved by each Fund's shareholders, will
continue in effect for a two year period from the date of the Transaction.
Subsequently, the New Advisory Agreements will be subject to annual approval by
the Trustees and by the Independent Trustees, or to approval by the relevant
Fund's shareholders. The New Advisory Agreements may be terminated as to any
Fund, without penalty, by the Trustees or by the shareholders of the relevant
Fund upon 60 days' written notice to the Adviser or by the Adviser upon 60 days'
written notice to the Fund. The New Advisory Agreements will terminate
automatically in the event of their "assignment," as defined in the 1940 Act.
Each New Advisory Agreement may only be amended by written instrument by an
affirmative vote of the holders of a "majority of the outstanding voting
securities" (defined below) of the relevant Fund. In the event that shareholders
of a Fund do not approve the New Advisory Agreement, the New Advisory Agreement
relating to that Fund will terminate and the Board of the Trust will take such
action as it deems to be in the best interests of the relevant Fund and its
shareholders.
Each New Advisory Agreement provides that OLDE Asset Management shall not
be subject to any liability to the Trust or to any shareholder of the Trust for
any act or omission in the course of or in connection with rendering services
thereunder in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
In addition to the advisory fees described above, each Fund will pay under
the New Advisory Agreements (according to terms substantially similar to
provisions in the Prior Advisory Agreements) all of its expenses not expressly
assumed by OLDE Asset Management, including, without limitation, fees and
expenses of the Independent Trustees, interest charges, taxes, brokers'
commissions or other costs of acquiring or disposing of any portfolio securities
for each Fund, expenses of issuance, offering, distribution, sale, redemption or
repurchase of shares, the fees and expenses of registering and qualifying the
Trust and shares of the Funds for distribution under federal and state laws and
regulations, charges of custodians, auditing and legal expenses, administration,
accounting and transfer agency expenses, expenses of determining net asset value
of shares of each Fund, reports to shareholders, expenses of meetings of
shareholders, expenses of printing and mailing prospectuses, reports, proxy
statements and proxies to existing shareholders, and its proportionate share of
insurance premiums and professional association dues or assessments. The Trust
is also responsible for such nonrecurring expenses as may arise, including
litigation in which the Trust may be a party, and other expenses as determined
by the Trustees. The Trust may have an obligation to indemnify its officers and
Trustees with respect to such litigation. All general Trust expenses are
allocated among and charged to the assets of each
4
<PAGE> 8
Fund on a basis that the Trustees deem fair and equitable, which may be based on
the relative net assets of the Funds or the nature of the services performed and
relative applicability to each Fund.
REQUIRED VOTE. Approval of each Fund's New Investment Advisory Agreement
will require the affirmative vote of a "majority of the outstanding voting
securities" of that Fund (as defined in the 1940 Act), which means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
that Fund or (2) 67% or more of the shares of that Fund present at the meeting
if more than 50% of the outstanding shares of that Fund are represented at the
meeting in person or by proxy.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE TO APPROVE THE NEW ADVISORY
AGREEMENTS.
II. MANAGEMENT OF THE TRUST
The name, address and principal occupation of OLDE Asset Management's
directors and principal executive officers are as follows:
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS TITLE PRINCIPAL OCCUPATION
------------------------- ----- --------------------
<S> <C> <C>
Gregory A. Hohenshil President and Portfolio Manager,
OLDE Custodian Fund Director OLDE Asset Management
751 Griswold Street
Detroit, Michigan 48226
Michael S. Dzialo Secretary and Senior Vice President
OLDE Discount Corporation Director and Director,
751 Griswold Street OLDE Discount Corporation
Detroit, Michigan 48226
Andrew Paultanis Treasurer and Vice President and
OLDE Discount Corporation Director Chief Operations Officer,
751 Griswold Street OLDE Discount Corporation
Detroit, Michigan 48226
Mack H. Sutton Director Vice President and
OLDE Discount Corporation Chief Financial Officer,
751 Griswold Street OLDE Discount Corporation
Detroit, Michigan 48226
</TABLE>
OLDE Asset Management, a Michigan corporation, is a wholly-owned subsidiary
of OLDE Financial, a Michigan corporation.
OLDE Financial, a Michigan corporation, is a wholly-owned subsidiary of
Block Financial Corporation, 4435 Main Street, Suite 500, Kansas City, Missouri
64111.
Block Financial Corporation, a Missouri corporation, is a wholly-owned
subsidiary of H&R Block, 4410 Main Street, Kansas City, Missouri 64111.
Founded in 1955, H&R Block is a diversified company providing a wide range
of financial products and services through its subsidiaries, which include H&R
Block Tax Services, Inc., Option One Mortgage Corporation, Assurance Mortgage
Corporation of America, H&R Block Mortgage Company, RSM McGladrey Inc., and HRB
Business Services Inc. H&R Block Tax Services Inc. served 18.9 million taxpayers
in more than 10,000 offices located primarily in the United States, Canada,
Australia and the United Kingdom in 1999. Option One Mortgage Corporation,
Assurance Mortgage Corporation of America and H&R Block Mortgage Company offer a
full range of home mortgage products. Through RSM McGladrey Inc. and HRB
Business Services Inc., H&R Block has built a national accounting, tax and
consulting firm. Block Financial Corporation develops and publishes consumer
financial and personal productivity software.
OLDE Discount Corporation, 751 Griswold Street, Detroit, Michigan 48226,
serves as the Trust's Distributor, Underwriter and Transfer Agent.
5
<PAGE> 9
III. MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is their intention that proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named in the enclosed form of proxy.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders and the Trust does not currently intend to
hold any annual meetings. Shareholder proposals for inclusion in the Trust's
proxy statement for any special meeting must be received by the Trust a
reasonable period of time before the Trust begins to print and mail its proxy
materials relating to that meeting. The timely submission of a proposal does not
guarantee its inclusion.
ADJOURNMENT. In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of the Special Meeting are not received by the
time scheduled for the Meeting, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjoin the
meeting from time to time (provided no adjournment shall be for more than three
months) without notice other than announcement at the meeting, until a quorum
shall be present or represented. The costs of any such additional solicitation
and of any adjourned session will be borne by OLDE Asset Management.
December 13, 1999
6
<PAGE> 10
APPENDIX A
ADVISORY AGREEMENT
BETWEEN
OLDE MONEY MARKET SERIES
AND
OLDE ASSET MANAGEMENT, INC.
AGREEMENT made on by and between the OLDE Money Market
Series (the "Series") of the OLDE CUSTODIAN FUND, a Massachusetts business
trust, (the "Fund"), and OLDE ASSET MANAGEMENT, INC., a Michigan corporation,
(the "Adviser").
In consideration of the mutual promises and covenants hereinafter
contained, the parties agree as follows:
1. ADVISORY SERVICES: The Series hereby retains the Adviser to act, and the
Adviser hereby agrees to act, as the investment adviser for the Series in
accordance with the investment objectives, policies and limitations of the
Series, and to administer its affairs to the extent requested by, and subject
to, the supervision of the Board of Trustees of the Fund or any committee or
officer acting pursuant to authority given by the Board of Trustees of the Fund.
The investment of funds shall be subject to all applicable restrictions of the
Agreement and Declaration of Trust, Bylaws of the Fund, the provisions of the
Investment Company Act of 1940 and any rules and regulations enforced
thereunder, any other applicable provision of law, and terms of the registration
statements of the Fund, as amended from time-to-time, under the Securities Act
of 1933 and the Investment Company Act of 1940. The Adviser shall for all
purposes herein provided be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act for
or represent the Series in any way. The services of the Adviser to the Series
under this Agreement are not to be deemed exclusive, and the Adviser shall be
free to render similar services, or other services, to others so long as its
services and fiduciary duties to the Series are not impaired. The Adviser shall
at all times avoid both the existence as well as the appearance of any conflict
of interest in performing services for the Series and any other entity.
The Adviser shall arrange, if desired by the Series, for officers or
employees of the Adviser to serve, without compensation from the Fund, as
trustees, officers or agents of the Fund if duly elected or appointed to such
positions and subject to their individual consent and/or to any limitations
imposed by law.
2. ADVISER COMPLIANCE: The Adviser agrees to abide by the Series' Policies
and Procedures Governing Brokerage Transactions, which are incorporated herein
by reference. This Agreement shall be performed in accordance with the
requirements of the Investment Company Act of 1940, the Investment Advisers Act
of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934, to
the extent that the subject matter of this Agreement is within the purview of
such Acts. Insofar as applicable to the Adviser as an investment adviser and
affiliated person of the Fund, the Adviser shall comply with the provisions of
the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the
respective rules and regulations of the Securities and Exchange Commission.
The Adviser will be responsible for maintaining in escrow a shareholder
account in an amount twice the deductible amount specified in the fidelity bond
required by Rule 17g-1 of the Investment Company Act of 1940.
3. ADVISER'S FEE: For the services and facilities described in Sections 1
and 2, the Fund shall pay the Adviser, at the end of each calendar month,
investment management fees, computed at the annual rate of .50% of average daily
net assets.
4. LIMITATION OF EXPENSES AND FEES: The "net expenses" (defined below) of
the Series in any fiscal year shall not exceed 2% of the first $10 million of
average daily net assets of any series, 1/2% of the next $20 million of average
daily net assets of any series and 1.0% of average daily net assets of any
series over $30 million. For the purposes of this section, "net expenses" shall
mean all expenses incurred by the Adviser in providing the above services to the
Fund, and the Adviser's fee, but shall exclude interest, taxes, fees incurred
<PAGE> 11
in acquiring and disposing of portfolio securities and, to the extent permitted,
extraordinary expenses of the Adviser.
5. ADJUSTMENT, REFUND AND PRORATION OF EXPENSES AND FEES:
a. For any month in which the net expenses of the Series exceed 1/12
of the percentage of daily net assets allowable as annual expenses for the
Series, the payment to the Adviser for services rendered that month shall
be reduced, and if necessary, the Adviser shall make a refund payment to
the Series so that the total fee paid to the Adviser for the Series shall
not cause the Series to exceed the applicable expense limitation.
b. For the months and years in which this agreement becomes effective
or is terminated, the Adviser's fee shall be prorated on a daily basis
using a 365-day calendar or fiscal year.
6. CALCULATION OF NET ASSET VALUE: The net asset value for the Series shall
be calculated as provided by the Investment Company Act of 1940, the Agreement
and Declaration of Trust and Bylaws of the Fund, as of the close of trading of
the New York Stock Exchange on each day the Exchange is open for trading or
other time as the trustees may determine. On each day when net asset value is
not calculated, the net asset value of a share of beneficial interest of the
Series shall be deemed to be the net asset value of such a share as of the close
of business on the last day on which such calculation was made.
7. CUSTODIAN AND TRANSFER AGENT EXPENSES: In addition to the fees of the
Adviser, the Series shall assume and pay any expenses for services rendered by
its custodian and transfer agent for the safekeeping of the Series' securities
or other property, for keeping its books of account, and for any other charges
and expenses of the custodian and transfer agent, in performing Series
operations.
The Adviser shall not be required to pay the charges and expenses of Series
operations. The expenses of Series operations, unless otherwise provided, shall
include but are not limited to: compensation of its trustees (other than those
affiliated with the Adviser); payment of income or similar taxes, if any;
charges and expenses of independent auditors, legal counsel, transfer of
dividend disbursing agent(s) of the Series costs of acquiring and disposing of
portfolio securities; interest, if any, on obligations incurred by the Series;
fidelity bonding and other insurance; membership dues in the Investment Company
Institute or any similar organization; costs of reports and notices to
shareholders; any other similar expenses; all taxes and fees payable to federal,
state or other government agencies on account of the registration of securities
issued by the Fund; and filing of corporate documents or reports. The Series
shall not pay or incur any obligation for its expenses of operation for which
the Series intends to seek reimbursement from the Adviser, without first
obtaining the written approval of the Adviser.
8. ACKNOWLEDGMENT OF AFFILIATIONS: Subject to applicable statute sand
regulations, it is understood that trustees, officers, or shareholders of the
Series, are or may be affiliated or interested in the Adviser, as a result of
being a director, officer, agent or shareholder of the Adviser. Likewise, the
directors, officers, or shareholders of the Adviser may be affiliated or
interested in the Series, as a result of being a trustee, officer or shareholder
of the Fund.
9. LIMITATION OF LIABILITY: The Adviser shall not be liable for any error
of judgement or law, or for any loss suffered by the Series in connection with
the matters to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its duties, or by reason of its reckless disregard of its duties
under this Agreement.
10. EFFECTIVE DATE AND TERMS: This Agreement shall become effective on the
date hereof, and shall remain in full force for a period of two (2) years from
the date of its execution, unless sooner terminated as provided below. This
Agreement shall continue in force from year to year thereafter, but only as long
as such continuance is specifically approved, at least annually, by the Board of
Trustees, including the vote of a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the Investment Company
Act of 1940) of any such party cast in person at a meeting called for the
purpose of voting on such approval or by vote of a majority of the outstanding
voting securities of the Fund.
<PAGE> 12
12. TERMINATION:
a. This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time, without the payment of any
penalty by the Series or by the Adviser, on sixty (60) days written notice
to the other party.
The Series may effect termination by action of the Board of Trustees,
or a vote of the majority of the outstanding shares of beneficial interest
of the Series pursuant to the appropriate notice;
b. This Agreement may be terminated at any time, without the payment
of any penalty, by the Board of Trustees or by vote of a majority of the
outstanding shares of common stock of the Series, in the event that a court
of competent jurisdiction finds that the Adviser or any officer, or
director of the Adviser, has taken any action which resulted in a breach of
this Agreement by the Adviser.
c. Termination of this Agreement shall not affect the right of the
Adviser to receive payments, as limited in Section 4 and 5 and prorated in
accordance with Section 5c above, on any unpaid balances of the advisers
fee provided in Section 3 above.
d. The Adviser hereby acknowledges that all records pertaining to the
Series' investments are the property of the Series, and in the event that
this Agreement is terminated and a transfer of investment advisory services
to someone other than the Adviser or an affiliated company should ever
occur, the Adviser will promptly, and at its own cost, take all steps
necessary to segregate such records and deliver them to the Series.
12. SEVERABILITY AND ENTIRE AGREEMENT: If any provision of this Agreement,
or any portion thereof, shall be held to invalid, illegal or unenforceable, then
the validity, legality or enforceability of the remainder of this Agreement,
shall not be affected or impaired thereby. This Agreement contains the entire
understanding of the parties with respect to its subject matter and supersedes
all existing agreements and all other oral or written agreements between the
parties concerning the subject matter hereof.
The terms and conditions of this Agreement shall not be amended, modified,
and/or waived in any way except by a writing signed by both parties.
13. HEADINGS: The headings used in this Agreement are intended for
convenience of reference only and shall not affect the interpretation of this
Agreement.
14. MISCELLANEOUS: A copy of the Declaration of Trust of OLDE Custodian
Fund is on file with the Secretary of the Commonwealth of Massachusetts and
notice is hereby given that the agreement has been executed on behalf of the
Series by the undersigned officer of the Fund in her capacity as an officer of
the Fund. The obligations of this Agreement shall only be binding upon the
assets and property of the Series and shall not be binding upon any Trustee,
officer or shareholder of the Fund individually.
OLDE Custodian Fund
OLDE Money Market Series
- ------------------------------------------------------
By: Lisa S. Fildes
Its: President
OLDE Asset Management, Inc.
- ------------------------------------------------------
By: Gregory A. Hohenshil
Its: President
<PAGE> 13
APPENDIX A
ADVISORY AGREEMENT
BETWEEN
OLDE PREMIUM MONEY MARKET SERIES
AND
OLDE ASSET MANAGEMENT, INC.
AGREEMENT made on by and between the OLDE Premium Money Market
Series (the "Series") of the OLDE CUSTODIAN FUND, a Massachusetts business
trust, (the "Fund"), and OLDE ASSET MANAGEMENT, INC., a Michigan corporation,
(the "Adviser").
In consideration of the mutual promises and covenants hereinafter
contained, the parties agree as follows:
1. ADVISORY SERVICES: The Series hereby retains the Adviser to act, and the
Adviser hereby agrees to act, as the investment adviser for the Series in
accordance with the investment objectives, policies and limitations of the
Series, and to administer its affairs to the extent requested by, and subject
to, the supervision of the Board of Trustees of the Fund or any committee or
officer acting pursuant to authority given by the Board of Trustees of the Fund.
The investment of funds shall be subject to all applicable restrictions of the
Agreement and Declaration of Trust, Bylaws of the Fund, the provisions of the
Investment Company Act of 1940 and any rules and regulations enforced
thereunder, any other applicable provision of law, and terms of the registration
statements of the Fund, as amended from time-to-time, under the Securities Act
of 1933 and the Investment Company Act of 1940. The Adviser shall for all
purposes herein provided be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act for
or represent the Series in any way. The services of the Adviser to the Series
under this Agreement are not to be deemed exclusive, and the Adviser shall be
free to render similar services, or other services, to others so long as its
services and fiduciary duties to the Series are not impaired. The Adviser shall
at all times avoid both the existence as well as the appearance of any conflict
of interest in performing services for the Series and any other entity.
The Adviser shall arrange, if desired by the Series, for officers or
employees of the Adviser to serve, without compensation from the Fund, as
trustees, officers or agents of the Fund if duly elected or appointed to such
positions and subject to their individual consent and/or to any limitations
imposed by law.
2. ADVISER COMPLIANCE: The Adviser agrees to abide by the Series' Policies
and Procedures Governing Brokerage Transactions, which are incorporated herein
by reference. This Agreement shall be performed in accordance with the
requirements of the Investment Company Act of 1940, the Investment Advisers Act
of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934, to
the extent that the subject matter of this Agreement is within the purview of
such Acts. Insofar as applicable to the Adviser as an investment adviser and
affiliated person of the Fund, the Adviser shall comply with the provisions of
the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the
respective rules and regulations of the Securities and Exchange Commission.
The Adviser will be responsible for maintaining in escrow a shareholder
account in an amount twice the deductible amount specified in the fidelity bond
required by Rule 17g-1 of the Investment Company Act of 1940.
3. ADVISER'S FEE: For the services and facilities described in Sections 1
and 2, the Fund shall pay the Adviser, at the end of each calendar month,
investment management fees, computed at the annual rate of .30% of average daily
net assets.
4. LIMITATION OF EXPENSES AND FEES: The "net expenses" (defined below) of
the Series in any fiscal year shall not exceed 2% of the first $10 million of
average daily net assets of any series, 1/2% of the next $20 million of average
daily net assets of any series and 1.0% of average daily net assets of any
series over $30 million. For the purposes of this section, "net expenses" shall
mean all expenses incurred by the Adviser in providing the above services to the
Fund, and the Adviser's fee, but shall exclude interest, taxes, fees incurred
<PAGE> 14
in acquiring and disposing of portfolio securities and, to the extent permitted,
extraordinary expenses of the Adviser.
5. ADJUSTMENT, REFUND AND PRORATION OF EXPENSES AND FEES:
a. For any month in which the net expenses of the Series exceed 1/12
of the percentage of daily net assets allowable as annual expenses for the
Series, the payment to the Adviser for services rendered that month shall
be reduced, and if necessary, the Adviser shall make a refund payment to
the Series so that the total fee paid to the Adviser for the Series shall
not cause the Series to exceed the applicable expense limitation.
b. For the months and years in which this agreement becomes effective
or is terminated, the Adviser's fee shall be prorated on a daily basis
using a 365-day calendar or fiscal year.
6. CALCULATION OF NET ASSET VALUE: The net asset value for the Series shall
be calculated as provided by the Investment Company Act of 1940, the Agreement
and Declaration of Trust and Bylaws of the Fund, as of the close of trading of
the New York Stock Exchange on each day the Exchange is open for trading or
other time as the trustees may determine. On each day when net asset value is
not calculated, the net asset value of a share of beneficial interest of the
Series shall be deemed to be the net asset value of such a share as of the close
of business on the last day on which such calculation was made.
7. CUSTODIAN AND TRANSFER AGENT EXPENSES: In addition to the fees of the
Adviser, the Series shall assume and pay any expenses for services rendered by
its custodian and transfer agent for the safekeeping of the Series' securities
or other property, for keeping its books of account, and for any other charges
and expenses of the custodian and transfer agent, in performing Series
operations.
The Adviser shall not be required to pay the charges and expenses of Series
operations. The expenses of Series operations, unless otherwise provided, shall
include but are not limited to: compensation of its trustees (other than those
affiliated with the Adviser); payment of income or similar taxes, if any;
charges and expenses of independent auditors, legal counsel, transfer of
dividend disbursing agent(s) of the Series costs of acquiring and disposing of
portfolio securities; interest, if any, on obligations incurred by the Series;
fidelity bonding and other insurance; membership dues in the Investment Company
Institute or any similar organization; costs of reports and notices to
shareholders; any other similar expenses; all taxes and fees payable to federal,
state or other government agencies on account of the registration of securities
issued by the Fund; and filing of corporate documents or reports. The Series
shall not pay or incur any obligation for its expenses of operation for which
the Series intends to seek reimbursement from the Adviser, without first
obtaining the written approval of the Adviser.
8. ACKNOWLEDGMENT OF AFFILIATIONS: Subject to applicable statute sand
regulations, it is understood that trustees, officers, or shareholders of the
Series, are or may be affiliated or interested in the Adviser, as a result of
being a director, officer, agent or shareholder of the Adviser. Likewise, the
directors, officers, or shareholders of the Adviser may be affiliated or
interested in the Series, as a result of being a trustee, officer or shareholder
of the Fund.
9. LIMITATION OF LIABILITY: The Adviser shall not be liable for any error
of judgement or law, or for any loss suffered by the Series in connection with
the matters to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its duties, or by reason of its reckless disregard of its duties
under this Agreement.
10. EFFECTIVE DATE AND TERMS: This Agreement shall become effective on the
date hereof, and shall remain in full force for a period of two (2) years from
the date of its execution, unless sooner terminated as provided below. This
Agreement shall continue in force from year to year thereafter, but only as long
as such continuance is specifically approved, at least annually, by the Board of
Trustees, including the vote of a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the Investment Company
Act of 1940) of any such party cast in person at a meeting called for the
purpose of voting on such approval or by vote of a majority of the outstanding
voting securities of the Fund.
<PAGE> 15
12. TERMINATION:
a. This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time, without the payment of any
penalty by the Series or by the Adviser, on sixty (60) days written notice
to the other party. The Series may effect termination by action of the
Board of Trustees, or a vote of the majority of the outstanding shares of
beneficial interest of the Series pursuant to the appropriate notice;
b. This Agreement may be terminated at any time, without the payment
of any penalty, by the Board of Trustees or by vote of a majority of the
outstanding shares of common stock of the Series, in the event that a court
of competent jurisdiction finds that the Adviser or any officer, or
director of the Adviser, has taken any action which resulted in a breach of
this Agreement by the Adviser.
c. Termination of this Agreement shall not affect the right of the
Adviser to receive payments, as limited in Section 4 and 5 and prorated in
accordance with Section 5c above, on any unpaid balances of the advisers
fee provided in Section 3 above.
d. The Adviser hereby acknowledges that all records pertaining to the
Series' investments are the property of the Series, and in the event that
this Agreement is terminated and a transfer of investment advisory services
to someone other than the Adviser or an affiliated company should ever
occur, the Adviser will promptly, and at its own cost, take all steps
necessary to segregate such records and deliver them to the Series.
12. SEVERABILITY AND ENTIRE AGREEMENT: If any provision of this Agreement,
or any portion thereof, shall be held to invalid, illegal or unenforceable, then
the validity, legality or enforceability of the remainder of this Agreement,
shall not be affected or impaired thereby. This Agreement contains the entire
understanding of the parties with respect to its subject matter and supersedes
all existing agreements and all other oral or written agreements between the
parties concerning the subject matter hereof.
The terms and conditions of this Agreement shall not be amended, modified,
and/or waived in any way except by a writing signed by both parties.
13. HEADINGS: The headings used in this Agreement are intended for
convenience of reference only and shall not affect the interpretation of this
Agreement.
14. MISCELLANEOUS: A copy of the Declaration of Trust of OLDE Custodian
Fund is on file with the Secretary of the Commonwealth of Massachusetts and
notice is hereby given that the agreement has been executed on behalf of the
Series by the undersigned officer of the Fund in her capacity as an officer of
the Fund. The obligations of this Agreement shall only be binding upon the
assets and property of the Series and shall not be binding upon any Trustee,
officer or shareholder of the Fund individually.
OLDE Custodian Fund
OLDE Premium
Money Market Series
- ------------------------------------------------------
By: Lisa S. Fildes
Its: President
OLDE Asset Management, Inc.
- ------------------------------------------------------
By: Gregory A. Hohenshil
Its: President
<PAGE> 16
APPENDIX A
ADVISORY AGREEMENT
BETWEEN
OLDE PREMIUM PLUS MONEY MARKET SERIES
AND
OLDE ASSET MANAGEMENT, INC.
AGREEMENT made on by and between the OLDE Premium Plus Money
Market Series (the "Series") of the OLDE CUSTODIAN FUND, a Massachusetts
business trust, (the "Fund"), and OLDE ASSET MANAGEMENT, INC., a Michigan
corporation, (the "Adviser").
In consideration of the mutual promises and covenants hereinafter
contained, the parties agree as follows:
1. ADVISORY SERVICES: The Series hereby retains the Adviser to act, and the
Adviser hereby agrees to act, as the investment adviser for the Series in
accordance with the investment objectives, policies and limitations of the
Series, and to administer its affairs to the extent requested by, and subject
to, the supervision of the Board of Trustees of the Fund or any committee or
officer acting pursuant to authority given by the Board of Trustees of the Fund.
The investment of funds shall be subject to all applicable restrictions of the
Agreement and Declaration of Trust, Bylaws of the Fund, the provisions of the
Investment Company Act of 1940 and any rules and regulations enforced
thereunder, any other applicable provision of law, and terms of the registration
statements of the Fund, as amended from time-to-time, under the Securities Act
of 1933 and the Investment Company Act of 1940. The Adviser shall for all
purposes herein provided be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act for
or represent the Series in any way. The services of the Adviser to the Series
under this Agreement are not to be deemed exclusive, and the Adviser shall be
free to render similar services, or other services, to others so long as its
services and fiduciary duties to the Series are not impaired. The Adviser shall
at all times avoid both the existence as well as the appearance of any conflict
of interest in performing services for the Series and any other entity.
The Adviser shall arrange, if desired by the Series, for officers or
employees of the Adviser to serve, without compensation from the Fund, as
trustees, officers or agents of the Fund if duly elected or appointed to such
positions and subject to their individual consent and/or to any limitations
imposed by law.
2. ADVISER COMPLIANCE: The Adviser agrees to abide by the Series' Policies
and Procedures Governing Brokerage Transactions, which are incorporated herein
by reference. This Agreement shall be performed in accordance with the
requirements of the Investment Company Act of 1940, the Investment Advisers Act
of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934, to
the extent that the subject matter of this Agreement is within the purview of
such Acts. Insofar as applicable to the Adviser as an investment adviser and
affiliated person of the Fund, the Adviser shall comply with the provisions of
the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the
respective rules and regulations of the Securities and Exchange Commission.
The Adviser will be responsible for maintaining in escrow a shareholder
account in an amount twice the deductible amount specified in the fidelity bond
required by Rule 17g-1 of the Investment Company Act of 1940.
3. ADVISER'S FEE: For the services and facilities described in Sections 1
and 2, the Fund shall pay the Adviser, at the end of each calendar month,
investment management fees, computed at the annual rate of .15% of average daily
net assets.
4. LIMITATION OF EXPENSES AND FEES: The "net expenses" (defined below) of
the Series in any fiscal year shall not exceed 2% of the first $10 million of
average daily net assets of any series, 1/2% of the next $20 million of average
daily net assets of any series and 1.0% of average daily net assets of any
series over $30 million. For the purposes of this section, "net expenses" shall
mean all expenses incurred by the Adviser in providing the above services to the
Fund, and the Adviser's fee, but shall exclude interest, taxes, fees incurred
<PAGE> 17
in acquiring and disposing of portfolio securities and, to the extent permitted,
extraordinary expenses of the Adviser.
5. ADJUSTMENT, REFUND AND PRORATION OF EXPENSES AND FEES:
a. For any month in which the net expenses of the Series exceed 1/12
of the percentage of daily net assets allowable as annual expenses for the
Series, the payment to the Adviser for services rendered that month shall
be reduced, and if necessary, the Adviser shall make a refund payment to
the Series so that the total fee paid to the Adviser for the Series shall
not cause the Series to exceed the applicable expense limitation.
b. For the months and years in which this agreement becomes effective
or is terminated, the Adviser's fee shall be prorated on a daily basis
using a 365-day calendar or fiscal year.
6. CALCULATION OF NET ASSET VALUE: The net asset value for the Series shall
be calculated as provided by the Investment Company Act of 1940, the Agreement
and Declaration of Trust and Bylaws of the Fund, as of the close of trading of
the New York Stock Exchange on each day the Exchange is open for trading or
other time as the trustees may determine. On each day when net asset value is
not calculated, the net asset value of a share of beneficial interest of the
Series shall be deemed to be the net asset value of such a share as of the close
of business on the last day on which such calculation was made.
7. CUSTODIAN AND TRANSFER AGENT EXPENSES: In addition to the fees of the
Adviser, the Series shall assume and pay any expenses for services rendered by
its custodian and transfer agent for the safekeeping of the Series' securities
or other property, for keeping its books of account, and for any other charges
and expenses of the custodian and transfer agent, in performing Series
operations.
The Adviser shall not be required to pay the charges and expenses of Series
operations. The expenses of Series operations, unless otherwise provided, shall
include but are not limited to: compensation of its trustees (other than those
affiliated with the Adviser); payment of income or similar taxes, if any;
charges and expenses of independent auditors, legal counsel, transfer of
dividend disbursing agent(s) of the Series costs of acquiring and disposing of
portfolio securities; interest, if any, on obligations incurred by the Series;
fidelity bonding and other insurance; membership dues in the Investment Company
Institute or any similar organization; costs of reports and notices to
shareholders; any other similar expenses; all taxes and fees payable to federal,
state or other government agencies on account of the registration of securities
issued by the Fund; and filing of corporate documents or reports. The Series
shall not pay or incur any obligation for its expenses of operation for which
the Series intends to seek reimbursement from the Adviser, without first
obtaining the written approval of the Adviser.
8. ACKNOWLEDGMENT OF AFFILIATIONS: Subject to applicable statute sand
regulations, it is understood that trustees, officers, or shareholders of the
Series, are or may be affiliated or interested in the Adviser, as a result of
being a director, officer, agent or shareholder of the Adviser. Likewise, the
directors, officers, or shareholders of the Adviser may be affiliated or
interested in the Series, as a result of being a trustee, officer or shareholder
of the Fund.
9. LIMITATION OF LIABILITY: The Adviser shall not be liable for any error
of judgement or law, or for any loss suffered by the Series in connection with
the matters to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its duties, or by reason of its reckless disregard of its duties
under this Agreement.
10. EFFECTIVE DATE AND TERMS: This Agreement shall become effective on the
date hereof, and shall remain in full force for a period of two (2) years from
the date of its execution, unless sooner terminated as provided below. This
Agreement shall continue in force from year to year thereafter, but only as long
as such continuance is specifically approved, at least annually, by the Board of
Trustees, including the vote of a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the Investment Company
Act of 1940) of any such party cast in person at a meeting called for the
purpose of voting on such approval or by vote of a majority of the outstanding
voting securities of the Fund.
<PAGE> 18
12. TERMINATION:
a. This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time, without the payment of any
penalty by the Series or by the Adviser, on sixty (60) days written notice
to the other party.
The Series may effect termination by action of the Board of Trustees,
or a vote of the majority of the outstanding shares of beneficial interest
of the Series pursuant to the appropriate notice;
b. This Agreement may be terminated at any time, without the payment
of any penalty, by the Board of Trustees or by vote of a majority of the
outstanding shares of common stock of the Series, in the event that a court
of competent jurisdiction finds that the Adviser or any officer, or
director of the Adviser, has taken any action which resulted in a breach of
this Agreement by the Adviser.
c. Termination of this Agreement shall not affect the right of the
Adviser to receive payments, as limited in Section 4 and 5 and prorated in
accordance with Section 5c above, on any unpaid balances of the advisers
fee provided in Section 3 above.
d. The Adviser hereby acknowledges that all records pertaining to the
Series' investments are the property of the Series, and in the event that
this Agreement is terminated and a transfer of investment advisory services
to someone other than the Adviser or an affiliated company should ever
occur, the Adviser will promptly, and at its own cost, take all steps
necessary to segregate such records and deliver them to the Series.
12. SEVERABILITY AND ENTIRE AGREEMENT: If any provision of this Agreement,
or any portion thereof, shall be held to invalid, illegal or unenforceable, then
the validity, legality or enforceability of the remainder of this Agreement,
shall not be affected or impaired thereby. This Agreement contains the entire
understanding of the parties with respect to its subject matter and supersedes
all existing agreements and all other oral or written agreements between the
parties concerning the subject matter hereof.
The terms and conditions of this Agreement shall not be amended, modified,
and/or waived in any way except by a writing signed by both parties.
13. HEADINGS: The headings used in this Agreement are intended for
convenience of reference only and shall not affect the interpretation of this
Agreement.
14. MISCELLANEOUS: A copy of the Declaration of Trust of OLDE Custodian
Fund is on file with the Secretary of the Commonwealth of Massachusetts and
notice is hereby given that the agreement has been executed on behalf of the
Series by the undersigned officer of the Fund in her capacity as an officer of
the Fund. The obligations of this Agreement shall only be binding upon the
assets and property of the Series and shall not be binding upon any Trustee,
officer or shareholder of the Fund individually.
OLDE Custodian Fund
OLDE Premium Plus
Money Market Series
- ------------------------------------------------------
By: Lisa S. Fildes
Its: President
OLDE Asset Management, Inc.
- ------------------------------------------------------
By: Gregory A. Hohenshil
Its: President
<PAGE> 19
OLDE CUSTODIAN FUND
OLDE MONEY MARKET SERIES
OLDE PREMIUM MONEY MARKET SERIES
OLDE PREMIUM PLUS MONEY MARKET SERIES
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE BOARD OF TRUSTEES.
The undersigned shareholder, by completing this form does thereby appoint
Lisa S. Fildes and Mack H. Sutton, and each of them, with power of substitution,
attorneys and proxies of the undersigned, and does thereby request that all
shares of OLDE Custodian Fund which the undersigned is entitled to vote be cast
as directed at the Special Meeting of Shareholders of OLDE Custodian Fund, to be
held at 10:00 a.m., Detroit Time, on January 18, 2000, adjacent to the offices
of the Trust, 131 West Lafayette Blvd., Detroit,
Michigan, 48226, and at any
adjournment thereof.
TOTAL SHARES AS SHOWN BELOW PLEASE VOTE, DATE, SIGN EXACTLY
AS YOUR NAME APPEARS BELOW, AND
RETURN THIS FORM IN THE
ENCLOSED SELF-ADDRESSED
ENVELOPE.
NOTE: The undersigned hereby
acknowledges receipt of the
Notice of Meeting and Proxy
Statement, and revokes any
proxy heretofore given with
respect to the votes covered by
this proxy.
Dated____________________, 1999
_______________________________
(Signature)
- --------------------------------------------------------------------------------
PROPOSAL TO APPROVE THE NEW ADVISORY AGREEMENT:
A. APPROVAL OF THE OLDE MONEY MARKET SERIES ADVISORY AGREEMENT
(FOR OLDE MONEY MARKET SERIES SHAREHOLDERS ONLY)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
B. APPROVAL OF THE OLDE PREMIUM MONEY MARKET SERIES ADVISORY AGREEMENT
(FOR OLDE PREMIUM MONEY MARKET SERIES SHAREHOLDERS ONLY)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
C. APPROVAL OF THE OLDE PREMIUM PLUS MONEY MARKET SERIES ADVISORY
AGREEMENT (FOR OLDE PREMIUM PLUS MONEY MARKET SERIES SHAREHOLDERS ONLY)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
