CUSTODY AGREEMENT



AGREEMENT dated as of April 1, 2002 between Legacy Funds Group (the "Mutual

Fund"), a Massachusetts business trust, on behalf of the investment portfolios

of Mutual Fund identified on Schedule A attached hereto (which may be amended

from time to time by attaching to Schedule A a revised list of portfolios, dated

and signed by an authorized representative of each party hereto) (individually,

a "Fund" and collectively, the "Funds"), and Comerica Bank (the "Custodian"), a

Michigan banking corporation and a wholly-owned subsidiary of Comerica

Incorporated, with its principal place of business at One Detroit Center, 500

Woodward Avenue, Detroit, Michigan.



                                   WITNESSETH:

                                   ----------



That for and in consideration of the mutual promises hereinafter set forth,

Mutual Fund and the Custodian agree as follows:



1.       DEFINITIONS.



         Whenever used in this Agreement or in any Schedules to this Agreement,

the following words and phrases, unless the context otherwise requires, shall

have the following meanings:



         (a) "Authorized Person" shall be deemed to include the Chairman of the

         Board of Trustees, the President, and any Vice President, the

         Secretary, the Treasurer or any other person, whether or not any such

         person is an officer or employee of Mutual Fund, duly authorized by the

         Board of Trustees of Mutual Fund to give Oral Instructions and Written

         Instructions on behalf of a Fund and listed in the certification

         annexed hereto as Appendix A or such other certification as may be

         received by the Custodian from time to time.



         (b) "Book-Entry System" shall mean the Federal Reserve/Treasury

         book-entry system for United States and federal agency securities, its

         successor or successors and its nominee or nominees.



         (c) "Certificate" shall mean any notice, instruction or other

         instrument in writing, authorized or required by this Agreement to be

         given to the Custodian, which is actually received by the Custodian and

         signed on behalf of Mutual Fund by any two Authorized Persons or any

         two officers thereof.



         (d) "Declaration of Trust" shall mean the Agreement and Declaration of

         Trust of Mutual Fund filed with the Commonwealth of Massachusetts on

         November 5, 2001as now in effect and as the same may be amended from

         time to time.



         (e) "Depository" shall mean The Depository Trust Company ("DTC"), a

         clearing agency registered with the Securities and Exchange Commission

         under Section 17(a) of the Securities Exchange Act of 1934, as amended,

         its successor or successors; and its nominee or nominees, in which the

         Custodian is hereby specifically authorized to make deposits. The term

         "Depository" shall further mean and include any other person to be

         named in a Certificate authorized to act as a depository under the 1940

         Act, its successor or successors and its nominee or nominees.







                                       18



{PAGE}





         (f) "Money Market Security" shall be deemed to include, without

         limitation, debt obligations issued or guaranteed as to interest and

         principal by the Government of the United States or agencies or

         instrumentalities thereof commercial paper, bank certificates of

         deposit, bankers' acceptances and short-term corporate obligations,

         where the purchase or sale of such securities normally requires

         settlement in federal funds on the same day as such purchase or sale,

         and repurchase and reverse repurchase agreements with respect to any of

         the foregoing types of securities.



         (g) "Oral Instructions" shall mean verbal instructions actually

         received by the Custodian from a person reasonably believed by the

         Custodian to be an Authorized Person.



         (h) "Prospectus" shall mean a Fund's current prospectus and statement

         of additional information relating to the registration of the Fund's

         Shares under the Securities Act of 1933, as amended.



         (i) "Shares" refers to the shares of beneficial interest $.001 par

         value per share of a Fund, as may be issued by the Fund from time to

         time.



         (j) "Security" or "Securities" shall be deemed to include bonds,

         debentures, notes, stocks, shares, evidences of indebtedness, options

         and other securities, commodity interests and investments, including

         currency, from time to time of a Fund, including futures contracts,

         forward contracts and options on futures contracts and forward

         contracts.



         (k) "Transfer Agent" shall mean the person which performs as the

         transfer agent, dividend disbursing agent and shareholder servicing

         agent functions for Mutual Fund.



         (l) "Written Instructions" shall mean a written communication actually

         received by the Custodian signed by two Authorized Persons or from two

         persons reasonably believed by the Custodian to be Authorized Persons

         by telex or facsimile machine or any other such system whereby the

         receiver of such communication is able to verify through codes or

         otherwise with a reasonable degree of certainty the authenticity of the

         sender of such communication; however, "Written Instructions" from

         Mutual Fund's Administrator, BISYS Fund Services Limited Partnership,

         to the Custodian shall mean an electronic communication transmitted by

         fund accountants and their managers (who have been provided an access

         code by the Administrator) and actually received by the Custodian.



         (m) The "1940 Act" refers to the Investment Company Act of 1940, and

         the rules and regulations thereunder, all as amended from time to time.



2.       APPOINTMENT OF CUSTODIAN.



         (a) Mutual Fund hereby constitutes and appoints the Custodian as

         custodian of all the Securities and monies at the time owned by or in

         the possession of the Funds during the period of this Agreement.



         (b) The Custodian hereby accepts appointment as such custodian and

         agrees to perform the duties thereof as hereinafter set forth.



         (c) The Custodian understands and acknowledges that Mutual Fund intends

         to issue Shares of separate series and classes, and may classify and

         reclassify Shares of such





                                       19

{PAGE}





         series and Classes. The Custodian shall identify to each such series or

         class the property belonging to such series or class and in such

         reports, confirmations and notices to Mutual Fund called for under this

         Agreement shall identify the series or class to which such report,

         confirmation or notice pertains. In the event Mutual Fund establishes

         one or more portfolios other than the Funds with respect to which

         Mutual Fund wishes to retain the Custodian to act as custodian, Mutual

         Fund shall so notify the Custodian in writing. If the Custodian is

         willing to render such services, the Custodian shall notify Mutual Fund

         in writing whereupon each such portfolio shall be deemed to be a Fund

         hereunder.



3.       COMPENSATION.



         (a) Mutual Fund will compensate the Custodian for its services rendered

         under this Agreement in accordance with the fees set forth in the Fee

         Schedule annexed hereto as Schedule B and incorporated herein.



         (b) Any compensation agreed to hereunder may be adjusted from time to

         time by attaching to Schedule B of this Agreement a revised Fee

         Schedule, dated and signed by an Authorized Officer or authorized

         representative of each party hereto.



         (c) The Custodian will bill Mutual Fund as soon as practicable after

         the end of each calendar month, and said billings will be detailed in

         accordance with the Fee Schedule for Mutual Fund. Mutual Fund will

         promptly pay to the Custodian the amount of such billing. The Custodian

         may charge against any monies held on behalf of a Fund pursuant to this

         Agreement such compensation and any expenses incurred by the Custodian

         (and reimbursable by the Fund) in the performance of its duties

         pursuant to this Agreement. The Custodian shall also be entitled to

         charge against any money held on behalf of a Fund pursuant to this

         Agreement such compensation and any expenses incurred with respect to

         the Fund, including reasonable counsel fees, for which it shall be

         entitled to reimbursement under the provisions of this Agreement.



                  The expenses which the Custodian may charge against such

         account include, but are not limited to, the expenses of Sub-Custodians

         and foreign branches of the Custodian incurred in settling transactions

         outside of Detroit, Michigan or New York City, New York involving the

         purchase and sale of Securities.



         (d) Each Fund will use reasonable efforts to avoid cash overdrafts in

         its account and will provide offsetting balances with respect to any

         cash overdrafts that may occur from time to time.



4.       CUSTODY OF CASH AND SECURITIES.



         (a)      RECEIPT AND HOLDING OF ASSETS.



         Mutual Fund will deliver or cause to be delivered to the Custodian all

         Securities and monies owned by the Funds, including cash received from

         the issuance of Shares, at any time during the period of this

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC