CUSTODY AGREEMENT



     This AGREEMENT, dated as of June 18, 2002, by and between the TUSCARORA

INVESTMENT TRUST (the "Trust"), a business trust organized under the laws of the

State of Massachusetts, acting for and on behalf of each separate portfolio

series listed on Appendix A hereto, as such Appendix may be amended from time to

time (each a "Fund"), and U.S. BANK, N.A., (the "Custodian").



                              W I T N E S S E T H:

                              --------------------



     WHEREAS, the Trust desires that each Fund's Securities and cash be held and

administered by the Custodian pursuant to this Agreement;



     WHEREAS, the Trust is an open-end management investment company registered

under the Investment Company Act of 1940, as amended (the "1940 Act"); and



     WHEREAS, the Custodian represents that it is a bank having the

qualifications prescribed in Section 26(a)(1) of the 1940 Act.



     NOW, THEREFORE, in consideration of the mutual agreements herein made, the

Trust and the Custodian hereby agree as follows:



                                    ARTICLE I



                                   DEFINITIONS



     Whenever used in this Agreement, the following words and phrases, unless

the context otherwise requires, shall have the following meanings:



     1.1 "Authorized Person" means any Officer or other person duly authorized

by resolution of the Board of Trustees to give Oral Instructions and Written

Instructions on behalf of a Fund and named in Exhibit A hereto or in such

resolutions of the Board of Trustees, certified by an Officer, as may be

received by the Custodian from time to time.



     1.2 "Board of Trustees" shall mean the Trustees from time to time serving

under the Trust's Agreement and Declaration of Trust, as from time to time

amended.



     1.3 "Book-Entry System" shall mean a federal book-entry system as provided

in Subpart O



                                       1

{Page}



of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in

such book-entry regulations of federal agencies as are substantially in the form

of such Subpart O.



     1.4 "Business Day" shall mean any day recognized as a settlement day by The

New York Stock Exchange, Inc. and any other day for which the Trust computes the

net asset value of Shares of the Fund.



     1.5 "Eligible Foreign Custodian" shall have the meaning assigned thereto in

Rule 17f-5 (and shall include any entity qualifying as such pursuant to an

exemption, rule or other appropriate action of the U.S. Securities and Exchange

Commission (the "SEC")).



     1.6 "Eligible Securities Depository" shall have the meaning assigned

thereto in Rule 17f-7 (and shall include any entity qualifying as such pursuant

to an exemption, rule or other appropriate action of the SEC).



     1.7 "Eligible Contract" shall mean a currently effective written contract

between the Custodian and any Sub-Custodian satisfying the requirements of

paragraph (c)(2)(i) of Rule 17f-5 (including any amendments thereto or successor

provisions). The contract may contain, in lieu of any or all of the provisions

of Rule 17f-5(c)(2)(i), other provisions that the Foreign Custody Manager

determines will provide, in their entirety, the same or a greater level of care

and protection for the Foreign Assets as the specified provision, in their

entirety.



     1.8 "Foreign Assets" shall have the meaning assigned thereto under Rule

17f-5, which, as of the date hereof, means any investments (including foreign

currencies) for which the primary market is outside the United States, and any

cash and cash equivalents that are reasonably necessary to effect transactions

in those investments.



     1.9 "Foreign Custody Manager" shall have the meaning assigned thereto in

Rule 17f-5 (and shall include any entity qualifying as such pursuant to an

exemption, rule or other appropriate action of the SEC).



     1.10 "Fund Custody Account" shall mean any of the accounts in the name of

the Trust coupled with the name of a Fund, which is provided for in Section 3.2

below.



     1.11 "NASD" shall mean The National Association of Securities Dealers, Inc.



                                       2

{Page}



     1.12 "Officer" shall mean the Chairman, President, any Vice President, any

Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer,

or any Assistant Treasurer of the Trust.



     1.13 "Oral Instructions" shall mean instructions orally transmitted to and

accepted by the Custodian because such instructions are: (i) reasonably believed

by the Custodian to have been given by an Authorized Person, (ii) recorded and

kept among the records of the Custodian made in the ordinary course of business;

and (iii) orally confirmed by the Custodian. The Trust shall cause all Oral

Instructions to be confirmed by Written Instructions prior to the end of the

next Business Day. If such Written Instructions confirming Oral Instructions are

not received by the Custodian prior to a transaction, it shall in no way affect

the validity of the transaction or the authorization thereof by the Trust. If

Oral Instructions vary from the Written Instructions, which purport to confirm

them, the Custodian shall notify the Trust of such variance but such Oral

Instructions will govern unless the Custodian has not yet acted.



     1.14 "Proper Instructions" shall mean Oral Instructions or Written

Instructions. Proper Instructions may be continuing Written Instructions when

deemed appropriate by both parties.



     1.15 "Rule 17f-5" shall mean Rule 17f-5 under the 1940 Act, including any

amendments thereto or any successor rules thereof.



     1.16 "Rule 17f-7" shall mean Rule 17f-7 under the 1940 Act, including any

amendments thereto or any successor rules thereof.



     1.17 "Securities" shall include, without limitation, common and preferred

stocks, bonds, call options, put options, debentures, notes, bank certificates

of deposit, bankers' acceptances, mortgage-backed securities or other

obligations, and any certificates, receipts, warrants or other instruments or

documents representing rights to receive, purchase or subscribe for the same, or

evidencing or representing any other rights or interests therein, or any similar

property or assets that the Custodian has the facilities to clear and to

service.



     1.18 "Shares" shall mean, with respect to a Fund, the units of beneficial

interest issued by the Trust on account of the Fund.



     1.19 "Sub-Custodian" shall mean and include any Eligible Foreign Custodian

with which the Custodian maintains an Eligible Contract.



                                       3

{Page}



     1.20 "U.S. Securities Depository" shall mean The Depository Trust Company

and (provided that Custodian shall have received a copy of a resolution of the

Board of Trustees, certified by an Officer, specifically approving the use of

such clearing agency as a depository for a Fund) any other clearing agency

registered with the SEC under Section 17A of the Securities and Exchange Act of

1934 as amended (the "1934 Act"), which acts as a system for the central

handling of Securities where all Securities of any particular class or series of

an issuer deposited within the system are treated as fungible and may be

transferred or pledged by bookkeeping entry without physical delivery of the

Securities.



     1.21 "Written Instructions" shall mean (i) written communications actually

received by the Custodian, signed by an Authorized Person, and reasonably

believed by the Custodian to have been delivered by an Authorized Person, or

(ii) communications by telex or any other such system from one or more persons

reasonably believed by the Custodian to be Authorized Persons, or (iii)

communications between electro-mechanical or electronic devices from one or more

persons reasonably believed by the Custodian to be Authorized Persons, and

provided that the use of such devices and the procedures for the use thereof

shall have been approved by resolutions of the Board of Trustees, a copy of

which, certified by an Officer, shall have been delivered to the Custodian.



                                   ARTICLE II



                            APPOINTMENT OF CUSTODIAN



     2.1 Appointment. The Trust hereby constitutes and appoints the Custodian as

custodian of all Securities and cash owned by or in the possession of each Fund

at any time during the period of this Agreement.



     2.2 Acceptance. The Custodian hereby accepts appointment as such custodian

and agrees to perform the duties thereof as hereinafter set forth.



     2.3 Documents to be Furnished. The following documents, including any

amendments thereto, will be provided contemporaneously with the execution of the

Agreement to the Custodian by the Trust:



          (a) A copy of the Agreement and Declaration of Trust certified by the

          Secretary of the Trust;



                                       4

{Page}



          (b) A copy of the By-Laws of the Trust certified by the Secretary of

          the Trust;



          (c) A copy of the resolution of the Board of Trustees appointing the

          Custodian, certified by the Secretary of the Trust;



          (d) A copy of the then current Prospectus of each Fund; and



          (e) A certification of the Chairman and the Secretary of the Trust

          setting forth the names and signatures of the current Officers of the

          Trust and other Authorized Persons.



     2.4 Notice of Appointment of Dividend and Transfer Agent. The Trust agrees

to notify the Custodian in writing of the appointment, termination or change in

appointment of any Dividend and Transfer Agent of a Fund.



                                   ARTICLE III



                         CUSTODY OF CASH AND SECURITIES



     3.1 Segregation. All Securities and non-cash property held by the Custodian

for the account of a Fund (other than Securities maintained in a U.S. Securities

Depository or Book-Entry System) shall be physically segregated from other

Securities and non-cash property in the possession of the Custodian and shall be

identified as belonging to such Fund pursuant to this Agreement.



     3.2 Fund Custody Accounts. As to each Fund, the Custodian shall open and

maintain in its trust department a custody account in the name of the Trust

coupled with the name of the Fund, subject only to draft or order of the

Custodian, in which the Custodian shall enter and carry all Securities, cash and

other assets of such Fund which are delivered to it.



     3.3 Delivery of Assets to Custodian. The Trust shall deliver, or cause to

be delivered, to the Custodian all of a Fund's Securities, cash and other assets

(other than Foreign Assets, as discussed in Article IV below), including (a) all

payments of income, payments of principal and capital distributions received by

the Fund with respect to such Securities, cash or other assets owned by the Fund

at any time during the period of this Agreement, and (b) all cash received by

the Fund for the issuance, at any time during such period, of Shares. The

Custodian shall not be responsible for such Securities, cash, or other assets

until actually received by it.



                                       5

{Page}



     3.4 U.S. Securities Depositories and Book-Entry Systems. The Custodian may

deposit and/or maintain Securities of a Fund in a U.S. Securities Depository or

in a Book-Entry System, subject to the following provisions:



          (a) Prior to a deposit of Securities of the Fund in any U.S.

Securities Depository or Book-Entry System, the Trust shall deliver to the

Custodian a resolution of the Board of Trustees, certified by an Officer,

authorizing and instructing the Custodian on an on-going basis to deposit in

such U.S. Securities Depository or Book-Entry System all Securities eligible for

deposit therein and to make use of such U.S. Securities Depository or Book-Entry

System to the extent possible and practical in connection with its performance

hereunder, including, without limitation, in connection with settlements of

purchases and sales of Securities, loans of Securities, and deliveries and

returns of collateral consisting of Securities.



          (b) Securities of the Fund kept in a Book-Entry System or U.S.

Securities Depository shall be kept in an account ("Depository Account") of the

Custodian in such Book-Entry System or U.S. Securities Depository which includes

only assets held by the Custodian as a fiduciary, custodian or otherwise for

customers.



          (c) The records of the Custodian with respect to Securities of the

Fund maintained in a Book-Entry System or U.S. Securities Depository shall, by

book-entry, identify such Securities as belonging to such Fund.



          (d) If Securities purchased by the Fund are to be held in a Book-Entry

System or U.S. Securities Depository, the Custodian shall pay for such

Securities upon (i) receipt of advice from the Book-Entry System or U.S.

Securities Depository that such Securities have been transferred to the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC