EXHIBIT 7 (C)
INSTRUMENT OF ASSIGNMENT AND ASSUMPTION
WHEREAS, 1784 Funds, a Massachusetts business trust now known as Boston
1784 Funds ("Boston 1784 Funds"), and The First National Bank of Boston, a
national banking association now known as BankBoston, National Association
("BankBoston"), are parties to a Custodian Agreement, dated as of June 1, 1993
(as amended from time to time, the "Custodian Agreement"), pursuant to which
BankBoston acts as Custodian to Boston 1784 Funds; and
WHEREAS, it is desired to assign the Custodian Agreement to Investors
Bank & Trust Company, a Massachusetts trust company ("IBT"), and to amend the
Custodian Agreement in connection therewith;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth herein, the parties hereto mutually AGREE:
1. BankBoston hereby assigns, and IBT hereby assumes, the rights and
obligations of the Custodian under the Custodian Agreement.
2. Section 15 of the Custodian Agreement is hereby amended to provide
as follows:
"Section 15. TERM, TERMINATION AND ASSIGNMENT.
This Agreement shall have an initial term until September 30, 2000,
and, if not terminated in accordance with the provisions hereof, shall
automatically renew for additional one-year terms.
This Agreement may be terminated
(a) by either party, upon notice given at least ninety days
before the expiration of the initial term or any additional term, effective as
of the end of such term; or
(b) by either party in the event of breach of this Agreement
by the other party (including, without limitation, the Custodian's failure to
meet reasonable performance standards) after notice of such breach and failure
to cure such breach within sixty days thereafter, effective immediately upon the
expiration of such sixty-day notice period or at such later time as the
terminating party may specify by notice.
Upon termination of this Agreement, the Custodian shall deliver the
Securities and cash in the Account of the Fund to such entity as is designated
in writing by the Fund and in the absence of such a designation may, but shall
not be obligated to, deliver them to a bank or trust company of the Custodian's
own selection having an aggregate capital, surplus and undivided profits as
shown by its last published report of not less than 50 million dollars
($50,000,000), the Securities and cash to be held by such bank or trust company
for the benefit of the Fund under terms similar to those of this Agreement and
the Fund to be obligated to pay to such transferee the then current rates of
such transferee for services rendered by it; provided, however, that the
Custodian may decline to transfer such amount of such Securities and cash
equivalent to all fees and other sums owing by the Fund to the Custodian, and
the Custodian shall have a charge against and security interest in such amount
until all monies owing to it have been paid, or escrowed to its satisfaction.
This Agreement may not be assigned by the Custodian without the consent
of the Fund, authorized or approved by a resolution of the Fund's Board of
Trustees."
3. Addresses for notices under the Custodian Agreement shall be as set
forth below, or to such other addresses as may hereafter be provided in
accordance with Section 21 of the Custodian Agreement.
(a) If to IBT, at
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Executive Vice President
with a copy to:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq., General Counsel
(b) If to Boston 1784 Funds, at
Boston 1784 Funds
c/o SEI Investments Company
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, President
with a copy to:
Xxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
and to:
Xxxxxxx X. Xxxx
BankBoston, N.A.
Mail Stop 01-15-03
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx X. Xxxxx, Esq., Senior Counsel
BankBoston, N.A.
Mail Stop 01-19-02
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Instrument of
Assignment and Assumption to be executed by their respective officers thereunto
duly authorized as of the 30th day of September, 1998.
BOSTON 1784 FUNDS
By: /S/ XXXXXX X'XXXXXXX
--------------------
Name: Xxxxxx X'Xxxxxxx
Title: Vice President and Assistant Secretary
BANKBOSTON, NATIONAL ASSOCIATION
By: /S/ XXXXX X. XXXXX
------------------
Name: Xxxxx X. Xxxxx
Title: Director, Merger & Acquisitions
INVESTORS BANK & TRUST COMPANY
By: /S/ XXXXXXX XXXXXX
------------------
Name: Xxxxxxx Xxxxxx
Title: Executive Vice President
APPENDIX A
INVESTORS BANK & TRUST COMPANY
CUSTODY FEE SCHEDULE
BOSTON 1784 FUNDS
DOMESTIC CUSTODIAN FEE
ANNUAL ADMINISTRATIVE FEE -- BILLED MONTHLY IN ARREARS
.05% on the Market Value of Assets Held by the Fund
PORTFOLIO TRANSACTION FEE PER ITEM
Book Entry (DTC, Federal Reserve) Transactions $ 8
Physical Transactions $25
Options Trading $50
GNMA and Mortgage Backed Transactions $35
GNMA and Mortgage Backed Principal Payments $ 5
GLOBAL CUSTODIAN FEE
Please refer to Appendix A for a detailed list of market value fees and
transaction charges itemized for each country.
SUPPLEMENTAL FEE AND CREDIT
CREDIT FOR CASH BALANCES
Compensating Balances will be credited at the rate of 75% of the 90 Day
Treasury Xxxx rate, less Federal Reserve requirements and FDIC assessments.
No credit carried forward.
OVERDRAFT CHARGE
Overdrawn accounts will incur a penalty based on the amount of the overdraft
at a rate established by the then current overdraft policy.
OUT OF POCKET EXPENSES
Certain expenses specifically related to the 1784 Funds will be charged as
incurred, including, but not limited to, Postage, Insurance Courier,
Copying, Microfiche, Stop Payments.
/s/signature /s/signature
------------------------------- -------------------------------
Investors Bank & Trust Company Boston 1784 Funds
APPENDIX A (CONT'D)
INVESTORS BANK & TRUST COMPANY
GLOBAL CUSTODY FEE SCHEDULE FOR BOSTON 1784 FUNDS
--------------------------------------------------------------------------------
COUNTRY BP CHARGE TRANSACTION CHARGE
(POINTS) ($$)
--------------------------------------------------------------------------------
ARGENTINA* 22.00 $75.00
AUSTRALIA 5.00 60.00
AUSTRIA 7.00 60.00
BANGLADESH 41.00 150.00
BELGIUM 7.00 60.00
BAHRAIN 41.00 140.00
BOTSWANA 50.00 175.00
BRAZIL** 29.00 80.00
CANADA 5.00 30.00
CHILE** 45.00 100.00
CHINA 20.00 75.00
COLOMBIA*** 45.00 140.00
CYPRUS 50.00 150.00
CZECH REPUBLIC 20.00 75.00
DENMARK 5.00 60.00
ECUADOR 45.00 100.00
EGYPT 41.00 100.00
EUROCLEAR - INTERNAL 5.00 20.00
EUROCLEAR - "CROSS BORDER" 5.00 60.00
FINLAND 7.00 70.00
FRANCE 5.00 60.00
FRANCE DEBT 5.00 60.00
GERMANY 5.00 30.00
GHANA 50.00 200.00
GREECE 45.00 130.00
HONG KONG 10.00 65.00
HUNGARY 50.00 200.00
INDIA**** 50.00 00XX
XXXXXXXXX 13.00 65.00
IRELAND 7.00 60.00
ISRAEL 50.00 150.00
ITALY DEBT 5.00 50.00
ITALY EQUITY 5.00 50.00
JAPAN 5.00 30.00
JORDAN 41.00 120.00
KENYA 50.00 200.00
KOREA 13.00 65.00
LEBANON 41.00 140.00
LITHUANIA 20.00 75.00
LITHUANIA T-BILLS 25.00 75.00
LUXEMBOURG 7.00 60.00
APPENDIX A (CONT'D)
--------------------------------------------------------------------------------
COUNTRY BP CHARGE TRANSACTION CHARGE
(POINTS) ($$)
--------------------------------------------------------------------------------
MALAYSIA 10.00 70.00
MAURITIUS 41.00 140.00
MEXICO 10.00 40.00
MOROCCO 40.00 150.00
NAMIBIA 50.00 200.00
NETHERLANDS 5.00 40.00
NEW ZEALAND 5.00 60.00
NORWAY 7.00 90.00
OMAN 41.00 140.00
PAKISTAN 41.00 140.00
PERU 50.00 150.00
PHILIPPINES 13.00 65.00
POLAND 50.00 150.00
POLAND T-BILLS 29.00 110.00
PORTUGAL 20.00 125.00
RUSSIA - EQUITIES 41.00 250.00
RUSSIA - MIN FIUS 35.00 140.00
SINGAPORE 10.00 65.00
SLOVAKIA 20.00 75.00
SLOVENIA 41.00 100.00
SOUTH AFRICA 7.00 40.00
SPAIN - EQUITY & CORP DEBT 7.00 60.00
SPAIN - GOV'T DEBT 5.00 60.00
SRI LANKA 13.00 65.00
SWAZILAND 50.00 200.00
SWEDEN 5.00 40.00
SWEDEN DEBT 5.00 40.00
SWITZERLAND 5.00 60.00
TAIWAN 13.00 65.00
THAILAND 10.00 65.00
TURKEY 41.00 140.00
UK 5.00 50.00
URUGUAY 50.00 150.00
VENEZUELA** 45.00 140.00
ZAMBIA 50.00 200.00
ZIMBABWE 50.00 175.00
*Bonds Billed at Residual Value
**Local Administration Fee Included in Custody Fee
***20 BP Local Administration Charge Applied to Trades
****Trades Billed at 50 BP
Out-of-Pocket charges are passed through as actuals in all markets.
PROCEDURAL AND SAFEKEEPING AGREEMENT
------------------------------------
This Procedural and Safekeeping Agreement (this "Agreement") is entered
into by Boston 1784 Funds, a Massachusetts business trust, on behalf of its
separate series funds (each a "Fund") listed on Attachment A hereto (hereinafter
collectively and individually called "Customer"), BankBoston, National
Association (collectively with its affiliates, "BankBoston"), and Investors Bank
& Trust Company (the "Custodian").
1. ADVANCES BY BANKBOSTON.
From time to time, BankBoston may, at its sole discretion, advance cash
to a Fund or on behalf of a Fund to a third party or otherwise extend credit to
a Fund, whether in the form of a loan, advance, overdraft, or otherwise (an
"Advance"), and in the event of an Advance, all property held by the Custodian
on behalf of the Fund (the "Collateral") shall serve as security for the Fund's
obligation to repay such Advance until such time as such Advance is repaid.
Notwithstanding the foregoing, in the case of Advances to Boston 1784 Asset
Allocation Fund, Boston 1784 Growth and Income Fund, Boston 1784 U.S. Treasury
Money Market Fund, Boston 1784 Institutional U.S. Treasury Money Market Fund,
Boston 1784 Tax-Free Money Market Fund, Boston 1784 U.S. Government Medium-Term
Income Fund, Boston 1784 Tax-Exempt Medium-Term Income Fund, or Boston 1784
Massachusetts Tax-Exempt Income Fund, the amount of all Advances to a Fund that
are secured by the Collateral shall not exceed 10% of the current value of the
total assets of such Fund at the time of the incurrence of the last such
Advance. Customer on behalf of each Fund hereby pledges and grants BankBoston a
security interest in the Collateral to secure any such Advance to such Fund and
agrees to repay such Advance promptly without demand from BankBoston (and in any
event, as soon as reasonably practicable following any demand by BankBoston),
unless otherwise agreed by both Customer and BankBoston. If repayment of any
Advance is not made in accordance with the terms hereof, BankBoston shall have
the rights and remedies of a secured party under the Massachusetts Uniform
Commercial Code (the "Code") including the right to sell any of the Collateral
on any securities market, or at public or private sale in a commercially
reasonable manner, which Customer agrees may be without notice to Customer or
prior tender, demand or call upon Customer. Subject to the Code and to the
Investment Company Act of 1940, BankBoston may purchase all or any part of the
Collateral free from any redemption right, but Customer will remain liable for
any deficiency, including reasonable brokerage fee commissions. The parties
acknowledge and agree that all securities and security entitlements constituting
any part of the Collateral shall have been "delivered" to and under the
"control" of BankBoston as that term is defined in Section 8-106 of the Code.
2. ESTABLISHMENT OF SAFEKEEPING ACCOUNT; CONDITIONS OF ACCOUNT.
(a) Customer hereby requests Custodian, and Custodian hereby agrees, to
open and maintain a safekeeping account (the "Safekeeping Account"), to be
designated in the name of "BankBoston, Segregated Account for the benefit of
Boston 1784 Funds" for the purpose of providing custody of all Property now or
hereafter deposited with and accepted by Custodian that Customer is required to
deposit and maintain from time to time in respect of any Advances by BankBoston;
and
(b) Custodian shall hold all Property deposited in the Safekeeping
Account in custody for Customer and BankBoston in accordance with the terms of
this Agreement, and shall take only such actions with respect to such Property
as are required or permitted by this Agreement.
(c) Custodian shall:
(1) collect and hold in the Safekeeping Account all dividends,
interest and other distributions or income in respect of securities held in the
Safekeeping Account, and all payments at maturity, redemption, sale or other
disposition of such securities; PROVIDED that, unless a Notice (as defined in
Section 6(a) of this Agreement) has been delivered by BankBoston pursuant to
Section 6(a) of this Agreement, all dividends, interest and other distributions
and income in respect of such securities received by Custodian shall be paid by
Custodian to Customer (or in accordance with Customer's instructions) at the
time such amounts are collected;
(2) promptly after the close of business on each Custodian
Business Day (which shall be defined for purposes of this Agreement as any day
(other than a Saturday or Sunday) on which the office of the Custodian at which
the Safekeeping Account is maintained is not authorized or required to be
closed), provide a written confirmation to each of BankBoston and Customer of
all activity in the Safekeeping Account and stating that it is holding all
Property in such accounts for the benefit of Customer subject to BankBoston's
rights hereunder;
(3) within five Custodian Business Days of the end of each
month, provide a written statement to BankBoston and Customer of all Property
held in the Safekeeping Account on the last Custodian Business Day of such
month; and
(4) on request, confirm to BankBoston and Customer all
Property held in the Safekeeping Account.
(d) Any and all expenses of establishing, maintaining or terminating
the Safekeeping Account, including without limitation any and all expenses
incurred by Custodian in connection with the Safekeeping Account, shall be borne
by Customer.
(e) Custodian hereby acknowledges that BankBoston holds a first
priority, perfected security interest in the Collateral, superior in right of
title to any security interest that Custodian may have or hereafter obtain.
3. DEPOSITS AND WITHDRAWALS OF COLLATERAL IN THE SAFEKEEPING ACCOUNTS.
Customer shall deposit and maintain in the Safekeeping Account all
Property that is in the custody of the Custodian, except to the extent that
BankBoston may consent to Property being excluded from the Safekeeping Account.
Custodian shall release Property from a Safekeeping Account to Customer only
upon receipt by Custodian of Customer's instruction and BankBoston's prior
approval of such withdrawal.
4. DELIVERIES OF ADDITIONAL COLLATERAL
If BankBoston notifies Customer on any BankBoston Business Day that
Customer is required to deposit additional Collateral, Customer shall deposit
such additional Collateral in the Safekeeping Account in accordance with Section
3 hereof. The value of the Collateral in the Safekeeping Account shall at all
times be sufficient to secure all Advances and comply with all applicable laws,
including, without limitation, Section 23A of the Federal Reserve Act.
5. FORM OF PROPERTY DEPOSITED IN SAFEKEEPING ACCOUNT.
Custodian may hold any securities in the Safekeeping Account in bearer,
nominee, book-entry or other form and in any depository or clearing corporation;
PROVIDED, HOWEVER, that all securities held in the Safekeeping Account shall be
identified on Custodian's records as being subject to the security interest in
favor of BankBoston created by this Agreement and shall be held in a form that
permits transfer without additional authorization by or consent of Customer.
6. BANKBOSTON'S ACCESS TO THE SAFEKEEPING ACCOUNT.
(a) If BankBoston has not received any payment required to be made by
Customer in respect of any Advance in the manner and time provided by
BankBoston, BankBoston shall deliver a notice (a "Notice") to Custodian stating
that all conditions precedent to BankBoston's right to have access to the
Property in the Safekeeping Account have been satisfied. So long as BankBoston's
rights or position would not be jeopardized thereby, BankBoston shall make a
good faith effort to notify Customer of its intention to act pursuant to this
Section 6 before taking any such action, PROVIDED that BankBoston shall not be
deemed to have breached any obligation to Customer if no such notice is given.
(b) After BankBoston shall have delivered a Notice as provided in
Section 6(a), (i) Custodian shall not accept any instructions from Customer with
respect to the Safekeeping Accounts or permit Customer to take any action with
respect to the Safekeeping Account or any Property held in the Safekeeping
Account, other than to accept or permit Customer to make deposits to the
Safekeeping Account, until further notice from BankBoston; and (ii) Custodian
shall either (A) transfer to BankBoston ownership of any securities held in the
Safekeeping Account, which securities shall be valued by BankBoston in its good
faith judgment, based on the Market Price for such securities on the BankBoston
Business Day preceding the BankBoston Business Day on which such Notice was
given, (B) sell any securities in the Safekeeping Account at prevailing market
prices and transfer to BankBoston the proceeds of such sales, or (C) perform any
combination of (A) and (B), in each case as instructed by BankBoston, PROVIDED
that the aggregate of the value assigned by BankBoston to any securities so
transferred to BankBoston and the amount of proceeds of such sales shall not
exceed the amount of the payments specified in such Notice. Custodian shall
retain for Customer's benefit any balance in the Safekeeping Account. BankBoston
shall give consideration to any timely request by Customer with respect to
particular securities to be transferred or sold, but shall not be obligated to
comply with any such request if BankBoston, in its reasonable judgment, believes
that its rights or position would be jeopardized thereby.
(c) Custodian shall promptly inform Customer of any actions taken by it
pursuant to this Section 6.
7. CUSTOMER'S REPRESENTATIONS
Customer hereby represents and warrants, for the benefit of BankBoston
and the Custodian, that:
(a) Customer has full power and authority to enter into this Agreement
and to engage in the transactions contemplated hereby.
(b) this Agreement is the valid and binding agreement of Customer,
enforceable against Customer in accordance with its terms.
8. CUSTODIAN'S ACKNOWLEDGMENTS, RIGHTS AND RESPONSIBILITIES
(a) Custodian hereby agrees that Custodian shall not be entitled to
combine the Safekeeping Account with any other account or to exercise any right
of set-off or counterclaim against such account.
(b) Custodian shall have no duty to require any Property to be
delivered to it, to determine that the amount and form of Property deposited in
the Safekeeping Account complies with any applicable requirements or to
determine whether BankBoston has the right to give the Notice referred to in
Section 6 of this Agreement.
(c) Custodian shall not be liable or responsible for anything done or
omitted to be done by it in good faith and in the absence of negligence,
PROVIDED that, in the event that Custodian utilizes any sub-custodians in
connection with the custody of assets held in the Safekeeping Account, Custodian
shall be responsible and liable for the custody of such assets, and shall have
the obligations set forth herein with respect to such assets, to the same extent
as if such assets were held by Custodian directly.
(d) Custodian may rely, and shall be protected in acting, upon any
notice, instruction or other communication that it reasonably believes to be
genuine and authorized by the appropriate party hereto.
(e) As between BankBoston and Custodian, BankBoston shall indemnify and
hold Custodian harmless from and against any losses or liabilities (including
legal fees and claims of the Customer) arising from action taken or not taken
pursuant to instructions of BankBoston hereunder, except to the extent that any
such loss or liability results from Custodian's negligence or bad faith. As
between Customer and Custodian, Customer shall indemnify and hold Custodian
harmless from and against any losses or liabilities arising from action taken or
not taken pursuant to instructions of Customer and BankBoston hereunder, except
to the extent that any such loss or liability results from Custodian's
negligence or bad faith.
9. COMMUNICATIONS
(a) Unless otherwise specified in this Agreement, all reports,
instructions and other communications by any party to another under this
Agreement may be oral or written, and shall be given by the most expeditious
means reasonably available. All oral communications shall promptly be confirmed
in writing.
(b) Any report, instruction or other communication transmitted to
Customer or Custodian pursuant to this Agreement shall be transmitted to
Customer or Custodian, as the case may be, at the applicable address or
telecopier or telephone number set forth on the signature page of this Agreement
or at such other address or number as Customer or Custodian, as the case may be,
notifies each other party hereto in writing.
(c) Any report, instruction or other communication transmitted to
BankBoston pursuant to this Agreement shall be transmitted to BankBoston at 000
Xxxxxxx Xxxxxx, Mail Stop 01-15-03, Xxxxxx, XX 00000, Attention: Xxxxxxx X.
Xxxx, by telecopier at (000) 000-0000 or by telephone at (000) 000-0000 or at
such other address or number as BankBoston notifies each other party hereto in
writing.
10. SEVERABILITY
If any provision of this Agreement is or at any time becomes
inconsistent with or invalid under any present or future Applicable Law, such
inconsistent or invalid provision shall be deemed to be superseded or modified
to conform to such Applicable Law, but in all other respects this Agreement
shall continue in full force and effect.
11. TERMINATION AND CLOSING OF THE SAFEKEEPING ACCOUNTS.
(a) This Agreement shall terminate and the Safekeeping Account shall be
closed only upon the written consent of Customer and BankBoston. Upon
termination of this Agreement and the closing of the Safekeeping Account and the
satisfaction of all Customer's obligations to BankBoston hereunder, and receipt
by Custodian of notice to such effect from Customer and BankBoston, Custodian
shall transfer to Customer all Property then held in the Safekeeping Account.
(b) Custodian may resign from its duties hereunder upon 60 days' prior
written notice to Customer and BankBoston, PROVIDED that such resignation shall
not be effective until (i) successor safekeeping accounts have been established
on terms acceptable to BankBoston or (ii) all of Customer's obligations to
BankBoston under all Advances are satisfied.
12. AMENDMENT OR WAIVER.
No provision of this Agreement shall in any respect be waived or
modified unless such waiver or modification is in writing and signed by
authorized representatives of each of Customer, BankBoston and Custodian. The
rights and remedies of each party under this Agreement are cumulative and no
waiver or modification of this Agreement or of any such right or remedy may be
inferred from any failure by any such party to exercise any right or remedy
under this Agreement.
13. CUSTODIAL AGREEMENT
If Customer and Custodian are parties to a custodial agreement that
relates to accounts such as the Safekeeping Account, then the Safekeeping
Account shall be subject to such custodial agreement, as well as to this
Agreement. To the extent that this Agreement is inconsistent with such custodial
agreement, this Agreement shall govern with respect to the subject matter
hereof.
14. SUCCESSORS; BINDING EFFECT
(a) This Agreement shall inure to the benefit of, and be binding upon,
each of the parties and their respective successors and assigns.
(b) Except as otherwise provided herein, this Agreement and the
obligations of Customer and Custodian hereunder may not be assigned or delegated
by Customer or Custodian, as the case may be, without the prior written consent
of BankBoston, and any purported assignment or delegation without such consent
shall be void. BankBoston may not assign its rights nor delegate its obligations
under this Agreement, in whole or in part, without the prior written consent of
Customer, and any purported assignment or delegation without such consent shall
be void, except for an assignment and delegation of all of BankBoston's rights
and obligations hereunder in whatever form BankBoston determines may be
appropriate to a partnership, corporation, trust or other organization in
whatever form that succeeds to all or substantially all of BankBoston's assets
and business and that assumes such obligations by contract, operation of law or
otherwise. Upon any such assignment and delegation of rights and obligations,
BankBoston shall be relieved of and fully discharged from all obligations
hereunder, whether such obligations arose before or after such assignment and
delegation.
15. GOVERNING LAW.
The construction, validity, performance and enforcement of this
Agreement shall be governed by the laws of the Commonwealth of Massachusetts
(without giving effect to conflicts of law principles).
16. CONSENT TO JURISDICTION
Each of the parties hereto submits to the non-exclusive jurisdiction of
the courts of the Commonwealth of Massachusetts and of the Federal court in
Massachusetts with respect to any proceeding arising out of or relating to this
Agreement or any transaction in connection herewith, and consents to the service
of process by the mailing to such party of copies thereof by certified mail to
the address of such party specified according to Section 10 of this Agreement,
such service to be effective ten days after mailing. Each of the parties hereto
hereby waived irrevocably (i) any objection to the jurisdiction of any such
court which it might otherwise be entitled to assert in any proceeding arising
out of or relating to this Agreement or any transaction in connection herewith;
and (ii) any defense of sovereign immunity or other immunity from suit or
enforcement, whether before or after judgment.
17. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument
{REMAINDER OF PAGE INTENTIONALLY BLANK.}
The parties hereto have caused this Agreement to be executed by their
duly authorized representative as of the date first above written.
BOSTON 1784 FUNDS
/S/ XXXXXX X'XXXXXXX
----------------------------
By: Xxxxxx X'Xxxxxxx
Title: Vice President and Assistant
Secretary
INVESTORS BANK & TRUST COMPANY
/S/ XXXXXXX XXXXXX
----------------------------
By: Xxxxxxx Xxxxxx
Title: Executive Vice President
Address: 000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
BANKBOSTON, NATIONAL ASSOCIATION
/S/ XXXXX X. XXXXX
----------------------------
By: Xxxxx X. Xxxxx
Title: Director, Mergers and Acquisitions
Date: October 1, 1998
