Exhibit 24(b)(8)
CUSTODY AGREEMENT
This Agreement is made as of the _____ day of _____________, 19__,
between Brazos Mutual Funds, a business trust organized under the laws of
Delaware (the "Trust"), having its principal place of business in Wilmington,
Delaware, and Wilmington Trust Company, a Delaware corporation (the
"Custodian"), having its principal place of business in Wilmington, Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and offers for public sale one or more distinct series of shares of beneficial
interest (each series, a "Fund" and collectively, the "Funds"), par value
$_________ per share, each Fund corresponding to a distinct portfolio;
WHEREAS, each share of beneficial interest (collectively, "Shares") of
a Fund represents an undivided interest in the assets of that Fund, subject to
the liabilities of that Fund, as more fully described in the Declaration of
Trust pursuant to which the Trust is created and governed;
WHEREAS, the Trust desires to employ the Custodian to provide custody
services; and
WHEREAS, the Custodian is willing to furnish custody services to the
Trust on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties agree as
follows:
I. Employment of Custodian; Property of the Trust to be Held by the
Custodian
The Trust hereby employs the Custodian as the custodian of its assets.
The Trust agrees to deliver to the Custodian substantially all securities and
cash owned by it on behalf of the Fund(s) from time to time, and substantially
all income, principal, capital distributions or other payments received by it
with respect to such securities, and the cash consideration received for the
issuance and sale of Shares of the Trust from time to time. The Custodian will
not be responsible for any property of the Trust not delivered to the Custodian.
II. Duties of the Custodian with Respect to Property of the Trust Held by
the Custodian
A. Holding Securities
The Custodian will hold, earmark and physically segregate for the
account of each Fund all non-cash property, including all securities owned by
the Trust on behalf of the Fund(s), other than securities maintained pursuant to
Article II, Section J hereof in a clearing agency which acts as a securities
depository or in an authorized book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein as a "Securities
System."
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B. Delivery of Securities
The Custodian will deliver securities held by the Custodian or in a
Securities System account only upon receipt of proper instructions, which may be
continuing instructions, and only in the following cases:
1. Upon sale of such securities for the account of each Fund and
receipt of payment therefor;
2. Upon receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Trust
with respect to any Fund;
3. In the case of a sale effected through a Securities System, in
accordance with the provisions of Article II, Section J
hereof;
4. To the depository agent in connection with tenders or other
similar offers for securities of each Fund;
5. To the issuer thereof, or its agent, when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6. To the issuer thereof, or its agent, for registration or
re-registration pursuant to the provisions of Article II,
Section C hereof; or for exchange for a different number of
certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such
case, the new securities are to be delivered to the Custodian;
7. To the broker selling such securities for examination in
accordance with the "street delivery" custom; provided that
the Custodian will maintain procedures to ensure prompt return
to the Custodian by the broker in the event the broker elects
not to accept such securities;
8. For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer or pursuant to
provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered
to the Custodian;
9. In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10. For delivery in connection with any loans of securities made
by the Trust on behalf of any Fund, but only against receipt
of adequate collateral, as agreed upon from time to time by
the Custodian and the Trust, which may be in the form of cash
or obligations issued by the United States government, its
agencies or instrumentalities;
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11. For delivery as security in connection with any borrowing by
the Trust on behalf of any Fund requiring a pledge of assets
by the Trust on behalf of that Fund against receipt of amounts
borrowed;
12. Upon receipt of instructions from the transfer agent for the
Trust (the "Transfer Agent") for delivery to the Transfer
Agent or to holders of Shares in connection with distributions
in kind in satisfaction of requests by holders of Shares for
repurchase or redemption; and
13. For any other proper corporate purposes, but only upon receipt
of, in addition to proper instructions, a certified copy of a
resolution of the Board of Trustees signed by an officer of
the Trust and certified by the Secretary or an Assistant
Secretary, specifying the securities to be delivered, setting
forth the purpose for which such delivery is to be made,
declaring such purposes to be proper corporate purposes, and
naming the persons to whom delivery of such securities will be
made.
C. Registration of Securities
Securities held by the Custodian (other than bearer securities) will be
registered in the name of the Trust on behalf of the Fund(s), or in the name of
any nominee of the Trust, the Custodian or any Securities System, or in the name
or nominee name of any agent or sub-custodian appointed pursuant to Article II,
Section I hereof, provided that the Custodian will maintain a mechanism for
identifying all securities belonging to each Fund, wherever held or registered.
All securities accepted by the Custodian on behalf of the Trust for the Fund(s)
hereunder will be in "street name" or other good delivery form.
D. Bank Accounts
If requested by the Trust, the Custodian will open and maintain a
separate bank account or accounts in the name of the Trust, subject only to
draft or order by the Custodian acting pursuant to the terms of this Agreement,
and will hold in such account or accounts, subject to the provisions hereof, all
cash received by it from or for the account of the Fund(s), other than cash
maintained by the Trust in a bank account established and used in accordance
with Rule 17f-3 under the 1940 Act.
E. Payment for Shares
The Custodian will receive from the distributor of the Shares of the
Fund(s) or from the Transfer Agent and deposit into each Fund's custody account
payments received for Shares of such Fund issued or sold from time to time by
the Trust. The Custodian will provide timely notification to the Trust and the
Transfer Agent of any receipt by it of cash payments for Shares of the Fund(s).
F. Collection of Income and Other Payments
The Custodian will collect on a timely basis all income and other
payments with respect to securities held hereunder to which the Trust and each
of the Fund(s) will be entitled by law or pursuant to custom in the securities
business, and will credit such income and other payments, as collected, to each
Fund's custody account.
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G. Payment of Trust Moneys
Upon receipt of proper instructions, which may be continuing
instructions, the Custodian will pay out moneys of the Trust on behalf of the
Fund(s) in the following cases only:
1. Upon the purchase of securities for the account of each Fund,
but only (a) against the delivery of such securities to the
Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified
under the 1940 Act to act as a custodian and has been
designated by the Trust or by the Custodian as its agent for
this purpose); (b) in the case of a purchase effected through
a Securities System, in accordance with the conditions set
forth in Article II, Section J hereof or; (c) in the case of
repurchase agreements entered into between the Trust on behalf
of the Fund and the Custodian, or another bank, (i) against
delivery of securities either in certificate form or through
an entry crediting the Custodian's account at the Federal
Reserve Bank with such securities and with an indication on
the books of the Custodian that such securities are held for
the benefit of the Fund, and (ii) against delivery of the
receipt evidencing purchase by the Trust on behalf of the Fund
of securities owned by the Custodian or other bank along with
written evidence of the agreement by the Custodian or other
bank to repurchase such securities from the Trust on behalf of
the Fund;
2. In connection with conversion, exchange or surrender of
securities owned by the Trust on behalf of any Fund as set
forth in Article II, Section B hereof;
3. For the redemption or repurchase of Shares as set forth in
Article II, Section H hereof;
4. For the payment of any expense or liability incurred by the
Trust with respect to the Fund(s), including, but not limited
to, the following payments for the account of the Fund(s):
interest, dividend disbursements, taxes, trade association
dues, advisory, administration, accounting, transfer agent and
legal fees, and operating expenses allocated to the Trust or
the Fund(s) whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses;
5. For the payment of any dividend declared on behalf of the
Fund(s) pursuant to the governing documents of the Trust; and
6. For any other proper corporate purposes, but only upon receipt
of, in addition to proper instructions, a certified copy of a
resolution of the Board of Trustees of the Trust signed by an
officer of the Trust and certified by its Secretary or an
Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper corporate purpose,
and naming the person or persons to whom such payment is to be
made.
H. Payments for Repurchase or Redemptions of Shares of the Fund(s)
From such funds as may be available, the Custodian will, upon receipt
of instructions from the Transfer Agent, make funds available for payment to
holders of Shares of the Fund(s) who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In connection
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with the redemption or repurchase of Shares, the Custodian is authorized upon
receipt of instructions from the Transfer Agent to wire funds to a commercial
bank designated by the redeeming shareholders.
I. Appointment of Agents
The Custodian may at any time in its discretion appoint, but only in
accordance with an applicable vote by the Board of Trustees of the Trust, any
bank or trust company, which is qualified under the 1940 Act to act as a
custodian, as its agent or sub-custodian to carry out such of the provisions of
this Article II as the Custodian may from time to time direct; provided that the
appointment of any such agent or sub-custodian will not relieve the Custodian of
any of its responsibilities or liabilities hereunder. The Custodian is hereby
authorized to deposit, arrange for deposit and/or maintain foreign securities
owned by the Trust on behalf of the Fund(s) with the Custodian's agent Bankers
Trust Company or with the subcustodians or agents of the Custodian's agent.
J. Deposit of Trust Assets in Securities Systems
The Custodian may deposit and/or maintain securities owned by the Trust
on behalf of the Fund(s) in a clearing agency registered with the Securities and
Exchange Commission (the "SEC") under Section 17A of the Securities Exchange Act
of 1934, which acts as a securities depository, or in the book-entry system
authorized by the U.S. Department of the Treasury and certain federal agencies
(collectively referred to herein as a "Securities System") in accordance with
applicable Federal Reserve Board and SEC rules and regulations, if any, and
subject to the following provisions:
1. The Custodian may keep securities owned by the Trust on behalf
of the Fund(s) in a Securities System provided that such
securities are represented in an account ("Account") of the
Custodian in the Securities System which will not include any
assets of the Custodian other than assets held as a fiduciary,
custodian, or otherwise for customers;
2. The records of the Custodian with respect to securities owned
by the Trust on behalf of the Fund(s) which are maintained in
a Securities System will identify by book-entry those
securities belonging to the Fund(s);
3. The Custodian will pay for securities purchased for the
account of the Fund(s) upon (i) receipt of advice from the
Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the
account of the Fund(s). The Custodian will transfer securities
sold for the account of the Fund(s) upon (i) receipt of advice
from the Securities System that payment for such securities
has been transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such transfer
and payment for the account of the Fund(s). The Custodian will
furnish the Trust a monthly account statement showing
confirmation of each transfer to or from the account of the
Fund(s) and each day's transactions in the Securities System
for the account of the Fund(s);
4. The book-entry system of the Federal Reserve System authorized
by the U.S. Department of the Treasury and the Depository
Trust Company, a clearing agency
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registered with the SEC, each are hereby specifically approved
as a Securities System, provided that any changes in these
arrangements shall be subject to the approval of the Board of
Trustees of the Trust; and
5. The Custodian will be liable to the Trust on behalf of any
Fund for any direct loss or damage to the Trust on behalf of
any Fund resulting from use of the Securities System to the
extent caused by the gross negligence, misfeasance or
misconduct of the Custodian or any of its agents or of any of
its or their employees. In no event will the Custodian be
liable for any indirect, special, consequential or punitive
damages.
K. Segregated Accounts for Futures Commission Merchants
The Custodian may enter into separate custodial agreements with various
Futures Commission Merchants ("FCM's") which the Trust uses (each an "FCM
agreement"), pursuant to which the Trust's margin deposits made on behalf of the
Fund(s) in certain transactions involving futures contracts and options on
futures contracts will be held by the Custodian in accounts (each an "FCM
account") subject to the disposition by the FCM involved in such contracts in
accordance with the customer contract between FCM and the Trust ("FCM
contract"), SEC rules governing such segregated accounts, Commodities Futures
Trading Commission ("CFTC") rules and the rules of applicable securities or
commodities exchanges. Such custodial agreements will only be entered into upon
receipt of written instructions from the Trust which state that (a) an agreement
between the FCM and the Trust has been entered into, and (b) the Trust is in
compliance with all the rules and regulations of the CFTC. Transfers of initial
margin will be made into an FCM account only upon written instructions;
transfers of premium and variation margin may be made into an FCM account
pursuant to oral instructions. Transfers of funds from an FCM account to the FCM
for which the Custodian holds such an account may only occur upon certification
by the FCM to the Custodian that pursuant to the FCM agreement and the FCM
contract, all conditions precedent to its right to give the Custodian such
instructions have been satisfied.
L. Ownership Certificates for Tax Purposes
The Custodian will execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of the Fund(s) held by it
and in connection with transfers of securities of the Fund(s).
M. Proxies
The Custodian will cause to be promptly executed by the registered
holder of such securities, if the securities are registered otherwise than in
the name of the Trust on behalf of the Fund(s) or a nominee of the Trust, all
proxies, without indication of the manner in which such proxies are to be voted,
and will promptly deliver to the Trust's investment advisor for the Fund(s) (the
"Advisor") such proxies, all proxy soliciting materials and all notices relating
to such securities.
N. Communications Relating to Securities of the Fund(s)
The Custodian will transmit promptly to the Advisor of that Fund all
written information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection therewith)
received by the Custodian from issuers of the securities being held for the
Fund(s). With respect to tender or exchange offers, the Custodian will transmit
promptly to the
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Advisor all written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or its agents)
making the tender or exchange offer. If the Advisor desires to take action with
respect to any tender offer, exchange offer or any other similar transaction,
the Advisor will notify the Custodian at least five business days prior to the
date on which the Custodian is to take such action.
O. Proper Instructions
"Proper Instructions" as used herein mean a writing signed or initialed
by one or more person or persons in such manner as the Board of Trustees will
have authorized from time to time. Each writing will set forth the transaction
involved, including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered proper instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The Trust will
cause all oral instructions to be confirmed promptly in writing. Upon receipt of
a certificate of the Secretary or an Assistant Secretary as to the authorization
by the Board of Trustees of the Trust accompanied by a detailed description of
procedures approved by the Board of Trustees, proper instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Board of Trustees and the Custodian are satisfied that
such procedures afford adequate safeguards for the assets of the Trust.
P. Actions Permitted Without Express Authority
The Custodian may, in its discretion, without express authority from
the Trust:
1. make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Agreement, provided that all such payments
will be accounted for to the Trust;
2. surrender securities in temporary form for securities in
definitive form;
3. endorse for collection, in the name of the Trust on behalf of
the Fund(s), checks, drafts and other negotiable instruments;
and
4. in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Trust, except as otherwise directed by the Trust or the
Board of Trustees of the Trust.
Q. Evidence of Authority
The Custodian will be protected in acting upon any instruction, notice,
request, consent, certificate or other instrument or paper reasonably believed
by it to be genuine and to have been properly executed by or on behalf of the
Trust. The Custodian may receive and accept a certified copy of a vote of the
Board of Trustees of the Trust as conclusive evidence (a) of the authority of
any person to act in accordance with such vote, or (b) of any determination or
of any action by the Board of Trustees as described in such vote, and such vote
may be considered as in full force and effect until receipt by the Custodian of
written notice to the contrary.
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III. Duties of Custodian with Respect to Books of Account
The Custodian will cooperate with and supply to the entity or entities
appointed to keep the books of account of the Trust such information in the
possession of the Custodian as is reasonably necessary to the maintenance of the
books of account of the Trust.
IV. Records
The Custodian will create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Trust under the 1940 Act, including, without limitation,
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records will
be property of the Trust and will at all times during the regular business hours
of the Custodian be open for inspection by duly authorized officers, employees
or agents of the Trust and employees and agents of the SEC. The Custodian will,
upon request, provide the Trust with a tabulation of securities held by the
Custodian on behalf of the Fund(s), and will, upon request, and for such
compensation as will be agreed upon between the Trust and the Custodian, include
certificate numbers in such tabulations.
V. Opinion of Trust's Independent Accountant
The Custodian will take all reasonable action, as the Trust may from
time to time request, to obtain from year to year favorable opinions from the
Trust's independent accountants with respect to its activities hereunder in
connection with the preparation of the Trust's Form N-1A, Form N-SAR or other
annual or semiannual reports to the SEC and with respect to any other
requirements of the SEC.
VI. Reports to Trust by Auditors
The Custodian will provide the Trust, at such times as the Trust may
reasonably request, with reports by its internal or independent auditors on the
accounting system, internal accounting controls and procedures for safeguarding
securities, including reports available on securities deposited and/or
maintained in a Securities System, relating to the services provided by the
Custodian under this Agreement. Such reports will be of sufficient scope and in
sufficient detail as may reasonably be required by the Trust to provide
reasonable assurance that any material inadequacies would be disclosed, will
state in detail material inadequacies disclosed by such examination, and if
there are no such inadequacies, will so state.
VII. Compensation of Custodian
For the normal services the Custodian provides under this Custody
Agreement, the Custodian will be entitled to reasonable compensation as agreed
to between the Trust and the Custodian from time to time. Until agreed
otherwise, the compensation will be as set forth on Schedule A attached hereto
and made part hereof, as such Schedule may be amended from time to time. The fee
set forth in Schedule A hereto is subject to an annual review and adjustment
process. In the event the Custodian provides any extraordinary services
hereunder, it will be entitled to additional reasonable compensation.
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VIII. Responsibility of Custodian/Indemnification
So long as and to the extent that it has exercised reasonable care, the
Custodian will not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement and will be held harmless in acting upon any notice, request,
consent, certificate or other instrument reasonably believed by it to be genuine
and to be signed by the proper party or parties.
The Custodian will be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Trust) on all matters, and will be without
liability for any action reasonably taken or omitted pursuant to such advice.
The Custodian will exercise reasonable care in carrying out the
provisions of this Agreement and shall be without liability for any action taken
or omitted by it in good faith and without negligence. The Trust will indemnify
the Custodian and hold it harmless from and against all claims, liabilities, and
expenses (including attorneys' fees) which the Custodian may suffer or incur on
account of being Custodian hereunder, except to the extent such claims,
liabilities and expenses are caused by the Custodian's own gross negligence or
bad faith. Notwithstanding the foregoing, nothing contained in this paragraph is
intended to nor will it be construed to modify the standards of care and
responsibility set forth in Article II, Section I hereof with respect to
sub-custodians and in Article II, Section J(5) hereof with respect to the
Securities System.
If the Trust requires the Custodian to take any action, which involves
the payment of money or which may, in the reasonable opinion of the Custodian,
result in liability or expense to the Custodian or its nominee, the Trust, as a
prerequisite to requiring the Custodian to take such action, will provide
indemnity to the Custodian in an amount and form satisfactory to it.
IX. Effective Period; Termination; Amendment
This Agreement will become effective as of the date hereof and remain
effective until terminated as provided herein. This Agreement may be amended at
any time only by written instrument signed by both parties. This Agreement may
be terminated at any time on ninety (90) days' written notice by either party;
provided that the Trust will not amend or terminate the Agreement in
contravention of any applicable federal or state regulations, or any provision
of the governing documents of the Trust, and further provided, that the Trust
may at any time by action of its Board of Trustees immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the applicable federal regulator or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction. Upon termination of this Agreement, the Trust will pay to the
Custodian any fees incurred as a result of the termination transfer of assets,
and reimburse the Custodian for all costs, expenses and disbursements that are
due as of the date of such termination.
X. Successor Custodian
If a successor custodian is appointed by the Board of Trustees of the
Trust, the Custodian will, upon termination, deliver to such successor custodian
at the office of the Custodian, duly endorsed and in the form for transfer, all
securities and other assets of the Trust then held by it hereunder. The
Custodian will also deliver to such successor custodian copies of such books and
records relating to the Trust as the Trust and Custodian may mutually agree.
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In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees has been delivered to the
Custodian on or before the date when such termination will become effective,
then the Custodian will have the right to petition a court of competent
jurisdiction for the appointment of a successor custodian, which shall be a bank
or trust company doing business in the state in which either the principal place
of business of the Trust or the Custodian is located and having an aggregate
capital, surplus, and undivided profits of not less than $25,000,000.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of vote referred to, or of
the Board of Trustees to appoint a successor custodian, the Custodian will be
entitled to fair compensation for its services during such period as the
Custodian and retain possession of such securities, funds and other properties
and the provisions of this Agreement relating to the duties and obligations of
the Custodian will remain in full force and effect.
XI. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and
the Trust may from time to time agree on such provisions interpretive of, or in
addition to, the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions will be in writing signed by both parties, provided that
no such interpretive or additional provisions will contravene any applicable
federal or state regulations or any provision of the governing documents of the
Trust. No interpretive or additional provisions made as provided in the
preceding sentence will be deemed to be an amendment of this Agreement.
XII. Delaware Law to Apply
This Agreement will be deemed to be a contract made in Delaware and
governed by the internal laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof. If any provision of this Agreement
will be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement will not be affected thereby. This Agreement
will be binding and will inure to the benefit of the parties hereto and their
respective successors.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on behalf by its duly authorized representative and
its seal to be hereunder affixed as of the date first written above.
[SEAL] BRAZOS MUTUAL FUNDS
By: ____________________________
(___________), President
[SEAL] WILMINGTON TRUST COMPANY
By: ____________________________
(___________), Vice President
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SCHEDULE A
BRAZOS MUTUAL FUNDS
FEE SCHEDULE
For the services Custodian provides under this Custody Agreement, the
Trust, on behalf of the Fund(s) listed below, agrees to pay to the Custodian a
fee per Fund, payable monthly, expressed as follows:
Name of Fund(s) FEE SCHEDULE
Brazos/JMIC Small/Emerging An annual fee based upon the average daily
Growth Portfolio net asset value as follows:
Brazos/JMIC Real Estate
Securities Portfolio .020% on the first $50 million,
.015% on the next $50 million, and
.012% on the assets in excess of $100 million,
subject to a minimum fee of $400 per month,
plus, $15 per purchase, sale or maturity of a
portfolio security,
plus, $7 for each incoming wire of funds and
$12 for each outgoing wire of funds,
plus any out-of-pocket expenses.
Note: For the first three months of this Agreement, Custodian has agreed to
waive 50% of the monthly fees otherwise payable to it under the above-referenced
Fee Schedule.
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