CUSTODY AGREEMENT
AGREEMENT dated as of November 1, 1996, between The Xxxxxx & Rygel
Investment Group (the "Trust"), a business trust organized under the laws
of the Commonwealth of Massachusetts, having its principal office and place
of business at 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, on
behalf of its managed investment funds currently existing or as may from
time to time be created and designated by the Trust and covered under this
Agreement and listed on Appendix A pursuant to Section 2 (individually a
"Fund" and collectively, the "Funds") and BOSTON SAFE DEPOSIT AND TRUST
COMPANY (the "Custodian"), a Massachusetts trust company with its principal
place of business at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust 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) "Affiliated Person" shall have the meaning of the term within
Section 2(a)3 of the 1940 Act.
(b) "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 the Trust, duly authorized by the
Board of Trustees of the Trust to give Oral Instructions and Written
Instructions on behalf of the Trust and listed in the certification
annexed hereto as Appendix B or such other certification as may be
received by the Custodian from time to time.
(c) "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.
(d) "Business Day" shall mean any day on which the Trust, the
Custodian, the Book-Entry System and appropriate clearing
corporation(s) are open for business.
(e) "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 the Trust by any two Authorized Persons or any two
officers thereof.
(f) "Master Trust Agreement" shall mean the Master Trust Agreement of
the Trust dated January 22, 1992 as the same has been and may be
amended from time to time.
(g) "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.
(h) "Fund" or "Funds" refers to a fund of the Trust listed on Appendix
A or any such other separate and distinct fund as may from time to time
to be created and designated by the Trust in accordance with the
provisions of the Master Trust Agreement.
(i) "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 ("U.S. government securities"), 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.
(j) "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person.
(k) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the
Funds' Shares under the Securities Act of 1933, as amended.
(l) "Shares" refers to shares of beneficial interest $.001 par value
per share of the Trust.
(m) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodities interests and investments from time to time
owned by the Trust.
(n) "Transfer Agent" shall mean the person which performs the
transfer agent, dividend disbursing agent and shareholder servicing
agent functions for the Trust.
(o) "Written Instructions" shall mean a written communication actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person by any system, including, without
limitation, electronic transmissions, facsimile and telex.
(p) 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) The Trust 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 Trust and specifically allocated to any Fund
during the period of this Agreement.
(b) In the event that the Trust establishes one or more investment
funds other than the Funds with respect to which the Trust decides to
retain the Custodian to provide custody services, the Trust shall so
notify the Custodian in writing. If the Custodian is willing to render
such services, the Custodian shall notify the Trust in writing,
whereupon each such investment fund shall be deemed a Fund hereunder as
provided in Section 2 (c) below.
(c) Any Fund may be added to or deleted from coverage under this
Agreement by attaching a revised Appendix A to this Agreement
reflecting such addition or termination, dated and signed by an
authorized officer or representative of each party hereto.
(d) The Custodian hereby accepts appointment as such custodian for
each Fund and agrees to perform the duties thereof as hereinafter set
forth.
3. Compensation.
(a) The Custodian shall be entitled to receive, and the Trust agrees
to pay on behalf of each Fund to the Custodian, such compensation as
may be agreed upon from time to time between the Custodian and the
Trust. 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 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 the
amount of any loss, damage, liability or expense incurred with respect
to the Fund, including 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 Boston,
Massachusetts or New York City, New York involving the purchase and
sale of Securities of any Fund.
(b) Each Fund shall 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 A and incorporated herein. Such
Fee Schedule does not include out-of-pocket disbursements of the
Custodian for which the Custodian shall be entitled to xxxx separately.
Out-of-pocket disbursements shall include, but shall not be limited to,
the items specified in the Schedule of Out-of-Pocket charges annexed
hereto as Schedule B and incorporated herein, which schedule may be
modified by the Custodian upon not less than thirty days prior written
notice to the Trust.
(c) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Person or authorized
representative of each party hereto.
(d) The Custodian shall xxxx each Fund as soon as practicable after
the end of each calendar month, and said xxxxxxxx will be detailed in
accordance with Schedule A, as amended from time to time. The Trust on
behalf of each Fund will promptly pay to the Custodian the amount of
such billing with respect to such Fund.
4. Custody of Cash and Securities.
(a) Receipt and Holding of Assets.
The Trust shall deliver or cause to be delivered to the Custodian all
Securities and monies owned by each Fund at any time during the period
of this Agreement. The Custodian shall not be responsible for such
Securities and monies until actually received by it. The Trust shall
instruct the Custodian from time to time in its sole discretion, by
means of Written Instructions, or, in connection with the purchase or
sale of Money Market Securities, by means of Oral Instructions
confirmed in writing in accordance with Section 11(h) hereof or Written
Instructions, as to the manner in which and in what amounts Securities
and monies are to be deposited on behalf of each Fund in the Book-Entry
System or the Depository; provided, however, that prior to the deposit
of Securities of a Fund in the Book-Entry System or the Depository,
including a deposit in connection with the settlement of a purchase or
sale, the Custodian shall have received a Certificate specifically
approving such deposits by the Custodian in the Book-Entry System or
the Depository. Securities and monies of the Trust deposited in the
Book-Entry System or the Depository will be represented in accounts
which include only assets held by the Custodian for customers,
including but not limited to accounts for which the Custodian acts in a
fiduciary or representative capacity.
(b) Accounts and Disbursements. The Custodian shall establish and
maintain a separate account for each Fund and shall credit to the
separate account for such Fund all monies received by it for the
account of such Fund and shall disburse the same only:
1. In payment for Securities purchased for such Fund, as
provided in Section 5 hereof;
2. In payment of dividends or distributions with respect to the
Shares of such Fund, as provided in Section 7 hereof;
3. In payment of original issue or other taxes with respect to
the Shares of such Fund, as provided in Section 8 hereof;
4. In payment for Shares of such Fund which have been redeemed
by the Fund, as provided in Section 8 hereof;
5. Pursuant to Written Instructions setting forth the name and
address of the person to whom the payment is to be made, the
amount to be paid and the purpose for which payment is to be made,
provided that in the event of disbursements pursuant to this sub-
section 4(b)(5), the Fund shall indemnify and hold the Custodian
harmless from any claims or losses arising out of such
disbursements in reliance on such Written Instructions which it,
in good faith, believes to be received from duly Authorized
Persons; or
6. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as provided
in Sections 3 and 11(i).
(c) Confirmation and Statements. Promptly after the close of business
on each day, the Custodian shall furnish the Trust with confirmations
and a summary of all transfers to or from the account of each Fund
during said day. Where securities purchased by a Fund are in a
fungible bulk of securities registered in the name of the Custodian (or
its nominee) or shown on the Custodian's account on the books of the
Depository or the Book-Entry System, the Custodian shall by book entry
or otherwise identify the quantity of those securities belonging to
such Fund. At least monthly, the Custodian shall furnish the Trust
with a detailed statement of the Securities and monies held for each
Fund under this Agreement.
(d) Registration of Securities and Physical Separation. All
Securities held for a Fund which are issued or issuable only in bearer
form, except such Securities as are held in the Book-Entry System,
shall be held by the Custodian in that form; all other Securities held
for a Fund may be registered in the name of that Fund, in the name of
the Custodian, in the name of any duly appointed registered nominee of
the Custodian as the Custodian may from time to time determine, or in
the name of the Book-Entry System or the Depository or their successor
or successors, or their nominee or nominees. The Trust reserves the
right to instruct the Custodian as to the method of registration and
safekeeping of the Securities of each Fund. The Trust agrees to
furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of the
Book-Entry System or the Depository, any Securities which it may hold
for the account of a Fund and which may from time to time be registered
in the name of a Fund. The Custodian shall hold all such Securities
specifically allocated to each Fund which are not held in the Book-
Entry System or the Depository in a separate account for the Fund in
the name of the Fund physically segregated at all times from those of
any other person or persons.
(e) Segregated Accounts. Upon receipt of a Written Instruction the
Custodian shall establish segregated accounts on behalf of each Fund to
hold liquid or other assets as it shall be directed by a Written
Instruction and shall increase or decrease the assets in such
segregated accounts only as it shall be directed by subsequent Written
Instruction.
(f) Collection of Income and Other Matters Affecting Securities.
Unless otherwise instructed to the contrary by a Written Instruction,
the Custodian by itself, or through the use of the Book-Entry System or
the Depository with respect to Securities therein deposited, shall with
respect to all Securities held for each Fund in accordance with this
Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed, retired or
otherwise become payable. Notwithstanding the foregoing, the
Custodian shall have no responsibility to the Trust for monitoring
or ascertaining any call, redemption or retirement dates with
respect to put bonds which are owned by a Fund and held by the
Custodian or its nominees, nor shall the Custodian have any
responsibility or liability to a Fund for any loss by the Fund for
any missed payments or other defaults resulting therefrom, unless
the Custodian received timely notification from the Trust
specifying the time, place and manner for the presentment of any
such put bond owned by the Fund and held by the Custodian or its
nominee. The Custodian shall not be responsible and assumes no
liability to the Trust for the accuracy or completeness of any
notification the Custodian may furnish to the Trust with respect
to put bonds;
3. Surrender Securities in temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in
effect; and
5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the
account of the Fund all rights and similar Securities issued with
respect to any Securities held by the Custodian hereunder for the
Fund.
(g) Delivery of Securities and Evidence of Authority. Upon receipt of
a Written Instruction and not otherwise, except for subparagraphs 5, 6,
7, and 8 of this section 4(g) which may be effected by Oral or Written
Instructions, the Custodian, directly or through the use of the Book-
Entry System or the Depository, shall:
1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Written Instructions,
proxies, consents, authorizations, and any other instruments
whereby the authority of each Fund as owner of any Securities may
be exercised;
2. Deliver or cause to be delivered any Securities held for each
Fund in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held each
Fund to any protective committee, reorganization committee or
other person in connection with the reorganization, refinancing,
merger, consolidation or recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement in the separate account for the Fund such certificates
of deposit, interim receipts or other instruments or documents as
may be issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of each Fund
and take such other steps as shall be stated in Written
Instructions to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
5. Deliver Securities owned by each Fund upon sale of such
Securities for the account of such Fund pursuant to Section 5;
6. Deliver Securities owned by each Fund upon the receipt of
payment in connection with any repurchase agreement related to
such Securities entered into by such Fund;
7. Deliver Securities owned by each Fund to the issuer thereof
or its agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such case
the cash or other consideration is to be delivered to the
Custodian. Notwithstanding the foregoing, the Custodian shall
have no responsibility to any Fund for monitoring or ascertaining
any call, redemption or retirement dates with respect to the put
bonds which are owned by the Fund and held by the Custodian or its
nominee, nor shall the Custodian have any responsibility or
liability to any Fund for any loss by the Fund for any missed
payment or other default resulting therefrom, unless the Custodian
received timely notification from the Trust specifying the time,
place and manner for the presentment of any such put bond owned by
the Fund and held by the Custodian or its nominee. The Custodian
shall not be responsible and assumes no liability to the Trust for
the accuracy or completeness of any notification the Custodian may
furnish to the Trust with respect to put bonds;
8. Deliver Securities owned by each Fund for delivery in
connection with any loans of Securities made by such 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 U.S. government securities or a letter of credit;
9. Deliver Securities owned by each Fund for delivery as
security in connection with any borrowings by such Fund requiring
a pledge of Fund assets, but only against receipt of amounts
borrowed;
10. Deliver Securities owned by each Fund upon receipt of Written
Instructions from the Trust for delivery to the Transfer Agent or
to the holders of Shares of that Fund in connection with
distributions in kind, as may be described from time to time in
the Prospectus, in satisfaction of requests by holders of Shares
for repurchase or redemption;
11. Deliver Securities owned by each Fund as collateral in
connection with short sales by such Fund of common stock for which
the Fund owns the stock or owns preferred stocks or debt
securities convertible or exchangeable, without payment or further
consideration, into shares of the common stock sold short;
12. Deliver Securities owned by each Fund for any purpose
expressly permitted by and in accordance with procedures described
in the Prospectus; and
13. Deliver Securities owned by each Fund for any other proper
business purpose, but only upon receipt of, in addition to Written
Instructions, a certified copy of a resolution of the Board of
Directors signed by an Authorized Person and certified by the
Secretary of the Trust, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper business purpose, and naming
the person or persons to whom delivery of such Securities shall be
made.
(h) Endorsement and Collection of Checks. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for the account of
each Fund.
(i) Voting and Other Action. Neither the Custodian nor its nominee
shall vote any of the securities held pursuant to this Agreement by or
for the account of the Fund, except in accordance with Written
Instructions. The Custodian, directly or through the use of the Book-
Entry System, shall execute in blank and promptly deliver all notice,
proxies, and proxy soliciting materials to the registered holder of
such securities.
(j) XXX and Other Accounts. The Custodian shall arrange for the
establishment of XXX custodian accounts for such shareholders holding
Shares through XXX accounts, in accordance with the Prospectus, the
Internal Revenue Code (including regulations), and with such other
procedures as are mutually agreed upon from time to time by and among
the Fund, the Custodian and the Fund's Transfer Agent.
5. Purchase and Sale of Investments of the Funds.
(a) Promptly after each purchase of Securities for a Fund, the Trust
shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Written
Instruction, and (ii) with respect to each purchase of Money Market
Securities, either a Written Instruction or Oral Instruction, in either
case specifying with respect to each purchase: (1) the name of the Fund
to which such Securities are to be specifically allocated, (2) the
name of the issuer and the title of the Securities; (3) the number of
shares or the principal amount purchased and accrued interest, if any;
(4) the date of purchase and settlement; (5) the purchase price per
unit; (6) the total amount payable upon such purchase; (7) the name of
the person from whom or the broker through whom the purchase was made,
if any; (8) whether or not such purchase is to be settled through the
Book-Entry System or the Depository; and (9) whether the Securities
purchased are to be deposited in the Book-Entry System or the
Depository. The Custodian shall receive the Securities purchased by or
for the Fund and upon receipt of Securities shall pay out of the monies
held for the account of the Fund the total amount payable upon such
purchase, provided that the same conforms to the total amount payable
as set forth in such Written or Oral Instruction.
(b) Promptly after each sale of Securities of a Fund, the Trust shall
deliver to the Custodian (i) with respect to each sale of Securities
which are not Money Market Securities, a Written Instruction, and (ii)
with respect to each sale of Money Market Securities, either Written
Instruction or Oral Instructions, in either case specifying with
respect to such sale: (1) the name of the Fund to which the Securities
were specifically allocated; (2) the name of the issuer and the title
of the Securities; (3) the number of shares or principal amount sold,
and accrued interest, if any; (4) the date of sale; (5) the sale price
per unit; (6) the total amount payable to the Fund upon such sale; (7)
the name of the broker through whom or the person to whom the sale was
made; and (8) whether or not such sale is to be settled through the
Book-Entry System or the Depository. The Custodian shall deliver or
cause to be delivered the Securities to the broker or other person
designated by the Trust upon receipt of the total amount payable to the
Trust upon such sale, provided that the same conforms to the total
amount payable to the Fund as set forth in such Written or Oral
Instruction. Subject to the foregoing, the Custodian may accept
payment in such form as shall be satisfactory to it, and may deliver
Securities and arrange for payment in accordance with the customs
prevailing among dealers in Securities .
6. Lending of Securities.
If a Fund is permitted by the terms of the Master Trust Agreement
and as disclosed in its Prospectus to lend securities specifically
allocated to a Fund, within 24 hours before each loan of Securities,
the Trust shall deliver to the Custodian a Written Instruction
specifying with respect to each such loan: (a) the name of the Fund to
which the loaned Securities are specifically allocated; (b) the name of
the issuer and the title of the Securities; (c) the number of shares or
the principal amount loaned; (d) the date of loan and delivery; (e) the
total amount to be delivered to the Custodian, and specifically
allocated against the loan of the Securities, including the amount of
cash collateral and the premium, if any, separately identified; (f) the
name of the broker, dealer or financial institution to which the loan
was made; and (g) whether the Securities loaned are to be delivered
through the Book-Entry System or the Depository.
Promptly after each termination of a loan of Securities
specifically allocated to a Fund, the Trust shall deliver to the
Custodian a Written Instruction specifying with respect to each such
loan termination and return of Securities: (a) the name of the Fund to
which such loaned Securities are specifically allocated; (b) the name
of the issuer and the title of the Securities to be returned; (c) the
number of shares or the principal amount to be returned; (d) the date
of termination; (e) the total amount to be delivered by the Custodian
(including the cash collateral for such Securities minus any offsetting
credits as described in said Written Instruction); (f) the name of the
broker, dealer or financial institution from which the Securities will
be returned; and (g) whether such return is to be effected through the
Book-Entry System or the Depository. The Custodian shall receive all
Securities returned from the broker, dealer or financial institution to
which such Securities were loaned and upon receipt thereof shall pay,
out of the monies specifically allocated to such Fund, the total amount
payable upon such return of Securities as set forth in the Written
Instruction. Securities returned to the Custodian shall be held as
they were prior to such loan.
7. Payment of Dividends or Distributions.
(a) The Trust shall furnish to the Custodian the vote of the Board of
Trustees of the Trust certified by the Secretary (i) authorizing the
declaration of distributions of each Fund on a specified periodic basis
and authorizing the Custodian to rely on Oral or Written Instructions
specifying the date of the declaration of such distribution, the date
of payment thereof, the record date as of which shareholders entitled
to payment shall be determined, the amount payable per share to the
shareholders of record as of the record date and the total amount
payable to the Transfer Agent on the payment date, or (ii) setting
forth the date of declaration of any distribution by the Fund, the date
of payment thereof, the record date as of which shareholders entitled
to payment shall be determined, the amount payable per share to the
shareholders of record as of the record date and the total amount
payable to the Transfer Agent on the payment date.
(b) Upon the payment date specified in such vote, Oral Instructions or
Written Instructions, as the case may be, the Custodian shall pay out
the monies specifically allocated to and held for the account of the
appropriate Fund the total amount payable to the Transfer Agent of the
Trust.
8. Sale and Redemption of Shares of the Funds.
(a) Whenever any Fund shall sell any Shares, the Trust shall deliver
or cause to be delivered to the Custodian a Written Instruction duly
specifying:
1. The name of the Fund whose Shares are sold;
2. The number of Shares sold, trade date, and price; and
3. The amount of money to be received by the Custodian for the
sale of such Shares and specifically allocated to such Fund.
The Custodian understands and agrees that Written Instructions may
be furnished subsequent to the purchase of Shares of a Fund and that
the information contained therein will be derived from the sales of
Shares of that Fund as reported to the Trust by the Transfer Agent.
(b) Upon receipt of money from the Transfer Agent, the Custodian shall
credit such money to the separate account of the Fund.
(c) Upon issuance of any Shares of a Fund in accordance with the
foregoing provisions of this Section 8, the Custodian shall pay out of
the monies specifically allocated and held for the account of such Fund
all original issue or other taxes required to be paid in connection
with such issuance upon the receipt of a Written Instruction specifying
the amount to be paid.
(d) Except as provided hereafter, whenever any Shares of a Fund are
redeemed, the Trust shall cause the Transfer Agent to promptly furnish
to the Custodian Written Instructions, specifying:
1. The name of the Fund whose shares are redeemed;
2. The number of Shares redeemed; and
3. The amount to be paid for the Shares redeemed.
The Custodian further understands that the information contained
in such Written Instructions will be derived from the redemption of
Shares of that Fund as reported to the Trust by the Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting forth the
number of Shares of a Fund received by the Transfer Agent for
redemption and that such Shares are valid and in good form for
redemption, the Custodian shall make payment to the Transfer Agent out
of the monies specifically allocated to and held for the account of the
Fund of the total amount specified in a Written Instruction issued
pursuant to paragraph (d) of this Section 8.
(f) Notwithstanding the above provisions regarding the redemption of
Shares of a Fund, whenever such Shares are redeemed pursuant to any
check redemption privilege which may from time to time be offered by a
Fund, the Custodian, unless otherwise instructed by a Written
Instruction shall, upon receipt of advice from the Trust or its agent
stating that the redemption is in good form for redemption in
accordance with the check redemption procedure, honor the check
presented as part of such check redemption privilege out of the monies
specifically allocated to the Fund in such advice for such purpose.
9. Indebtedness.
(a) The Trust shall cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which a Fund borrows money for temporary
administrative or emergency purposes using Securities as collateral for
such borrowings, a notice or undertaking in the form currently employed
by any such bank setting forth the amount which such bank will loan to
the Fund against delivery of a stated amount of collateral. The Trust
shall promptly deliver to the Custodian Written Instructions stating
with respect to each such borrowing: (1) the name of the Fund for
which the borrowing is to be made; (2) the name of the bank; (3) the
amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed
by the Trust, or other loan agreement; (4) the time and date, if known,
on which the loan is to be entered into (the "borrowing date"); (5) the
date on which the loan becomes due and payable; (6) the total amount
payable to the Trust for the separate account of the Fund on the
borrowing date; (7) the market value of Securities to be delivered as
collateral for such loan, including the name of the issuer, the title
and the number of shares or the principal amount of any particular
Securities; (8) whether the Custodian is to deliver such collateral
through the Book-Entry System or the Depository; and (9) a statement
that such loan is in conformance with the 1940 Act and the Prospectus.
(b) Upon receipt of the Written Instruction referred to in
subparagraph (a) above, the Custodian shall deliver on the borrowing
date the specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the loan
payable, provided that the same conforms to the total amount payable as
set forth in the Written Instruction. The Custodian may, at the option
of the lending bank, keep such collateral in its possession, but such
collateral shall be subject to all rights therein given the lending
bank by virtue of any promissory note or loan agreement. The Custodian
shall deliver as additional collateral in the manner directed by the
Trust from time to time such Securities specifically allocated to such
Fund as may be specified in Written Instruction to collateralize
further any transaction described in this Section 9. The Trust shall
cause all Securities released from collateral status to be returned
directly to the Custodian, and the Custodian shall receive from time to
time such return of collateral as may be tendered to it. In the event
that the Trust fails to specify in Written Instruction all of the
information required by this Section 9, the Custodian shall not be
under any obligation to deliver any Securities. Collateral returned to
the Custodian shall be held hereunder as it was prior to being used as
collateral.
10. Persons Having Access to Assets of the Funds.
(a) No trustee or agent of the Trust, and no officer, director,
employee or agent of the Trust's investment adviser, of any sub-
investment adviser of a Fund, or of the Trust's administrator, shall
have physical access to the assets of the Trust held by the Custodian
or be authorized or permitted to withdraw any investments of the Trust,
nor shall the Custodian deliver any assets of the Trust to any such
person. No officer, director, employee or agent of the Custodian who
holds any similar position with the Trust's investment adviser, with
any sub-investment adviser of any Fund or with the Trust's
administrator shall have access to the assets of the Trust.
(b) Nothing in this Section 10 shall prohibit any duly authorized
officer, employee or agent of the Trust, or any duly authorized
officer, director, employee or agent of the Trust's investment adviser,
of any sub-investment adviser of any Fund or of the Trust's
administrator, from giving Oral Instructions or Written Instructions to
the Custodian or executing a Certificate so long as it does not result
in delivery of or access to assets of the Trust prohibited by paragraph
(a) of this Section 10.
11. Concerning the Custodian.
(a) Standard of Conduct. Notwithstanding any other provision of this
Agreement, neither the Custodian nor its nominee shall be liable for
any loss or damage, including counsel fees, resulting from its action
or omission to act or otherwise, except for any such loss or damage
arising out of the gross negligence or willful misconduct of the
Custodian or any of its employees, sub-custodians or agents. The
Custodian may, with respect to questions of law, apply for and obtain
the advice and opinion of counsel to the Trust or of its own counsel,
at the expense of the appropriate Fund, and shall be fully protected
with respect to anything done or omitted by it in good faith in
conformity with such advice or opinion. The Custodian shall not be
liable to the Trust for any loss or damage resulting from the use of
the Book-Entry System or the Depository.
(b) Limit of Duties. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or obligation to
inquire into, and shall not be liable for:
1. The validity of the issue of any Securities purchased by the
Trust, the legality of the purchase thereof, or the propriety of
the amount paid therefor;
2. The legality of the sale of any Securities by the Trust or
the propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
5. The legality of the declaration or payment of any
distribution of the Trust;
6. The legality of any borrowing for temporary or emergency
administrative purposes.
(c) No Liability Until Receipt. The Custodian shall not be liable
for, or considered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the payment of
money, received by it on behalf of the Trust until the Custodian
actually receives and collects such money directly or by the final
crediting of the account representing the appropriate Fund's interest
in the Book-Entry System or the Depository.
(d) Amounts Due from Transfer Agent. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount due to the Trust from the Transfer Agent nor to take any action
to effect payment or distribution by the Transfer Agent of any amount
paid by the Custodian to the Transfer Agent in accordance with this
Agreement.
(e) Collection Where Payment Refused. The Custodian shall not be
under any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such
action.
(f) Appointment of Agents and Sub-Custodians. The Custodian may
appoint one or more banking institutions, including but not limited to
banking institutions located in foreign countries, to act as Depository
or Depositories or as sub-custodian or as sub-custodians of Securities
and monies at any time owned by the Trust. The Custodian shall use
reasonable care in selecting a Depository and/or sub-custodian located
in a country other than the United States ("Foreign Sub-Custodian"),
and shall oversee the maintenance of any Securities or monies of the
Trust by any Foreign Sub-Custodian. No such selection shall be
effective with respect to the Trust until approved by the Board of
Trustees of the Trust. In addition, the Custodian shall hold the Trust
harmless from, and indemnify the Trust against, any loss that occurs as
a result of the failure of any Foreign Sub-Custodian to exercise
reasonable care with respect to the safekeeping of Securities and
monies of the Trust. Notwithstanding the generality of the foregoing,
however, the Custodian shall not be liable for any losses resulting
from or caused by events or circumstances beyond its reasonable
control, including, but not limited to, losses resulting from
nationalization, expropriation, devaluation, revaluation, confiscation,
seizure, cancellation, destruction or similar action by any
governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental
authority of currency restrictions, exchange controls, taxes, levies or
other charges affecting the Trust's property; or acts of war,
terrorism, insurrection or revolution; or any other similar act or
event beyond the Custodian's or its agent's control. This Section
shall survive the termination of this Agreement.
(g) No Duty to Ascertain Authority. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Trust and specifically allocated to
a Fund are such as may properly be held by the Trust and specifically
allocated to a Fund under the provisions of the Master Trust Agreement
and the Prospectus.
(h) Reliance on Certificates and Instructions. The Custodian shall be
entitled to rely upon any Certificate, notice or other instrument in
writing received by the Custodian and reasonably believed by the
Custodian to be genuine and to be signed by an officer or Authorized
Person of the Trust. The Custodian shall be entitled to rely upon any
Written Instructions or Oral Instructions actually received by the
Custodian pursuant to the applicable Sections of this Agreement and
reasonably believed by the Custodian to be genuine and to be given by
an Authorized Person. The Trust agrees to forward to the Custodian
Written Instructions from an Authorized Person confirming such Oral
Instructions in such manner so that such Written Instructions are
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business on the same day that such Oral
Instructions are given to the Custodian. The Trust agrees that the
fact that such confirming instructions are not received by the
Custodian shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Trust. The
Trust agrees that the Custodian shall incur no liability to the Trust
in acting upon Oral Instructions given to the Custodian hereunder
concerning such transactions provided such instructions reasonably
appear to have been received from a duly Authorized Person.
(i) Overdraft Facility and Security for Payment. In the event that the
Custodian is directed by Written Instruction (or Oral Instructions
confirmed in writing in accordance with Section 11(h) hereof) to make
any payment or transfer of monies on behalf of a Fund for which there
would be, at the close of business on the date of such payment or
transfer, insufficient monies held by the Custodian on behalf of the
Fund, the Custodian may, in its sole discretion, provide an overdraft
(an "Overdraft") to the Fund in an amount sufficient to allow the
completion of such payment or transfer. Any Overdraft provided
hereunder: (a) shall be payable on the next Business Day, unless
otherwise agreed by the Trust and the Custodian; and (b) shall accrue
interest from the date of the Overdraft to the date of payment in full
by the Fund at a rate agreed upon in writing, from time to time, by the
Custodian and the Trust. The Custodian and the Trust acknowledge that
the purpose of such Overdraft is to temporarily finance the purchase of
Securities for prompt delivery in accordance with the terms hereof, to
meet unanticipated or unusual redemption, to allow the settlement of
foreign exchange contracts or to meet other emergency expenses not
reasonably foreseeable by the Trust. The Custodian shall promptly
notify the Trust in writing (an "Overdraft Notice") of any Overdraft by
facsimile transmission or in such other manner as the Trust and the
Custodian may agree in writing. To secure payment of any Overdraft,
the Trust hereby grants to the Custodian a continuing security interest
in and right of setoff against the Securities and cash in each Fund's
account from time to time in the full amount of such Overdraft with
respect to such Fund. Should the Fund fail to pay promptly any amounts
owed hereunder, the Custodian shall be entitled to use available cash
in the Fund's account and to liquidate Securities in the account as is
necessary to meet the Fund's obligations under the Overdraft. In any
such case, and without limiting the foregoing, the Custodian shall be
entitled to take such other actions(s) or exercise such other options,
powers and rights as the Custodian now or hereafter has as a secured
creditor under the Massachusetts Uniform Commercial Code or any other
applicable law.
(j) Inspection of Books and Records. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Trust and by the appropriate
employees of the Securities and Exchange Commission.
The books and records pertaining to the Trust and each Fund, which
are in the possession of the Custodian, shall be the property of the
Trust. Such books and records shall be prepared and maintained as
required by the 1940 Act and other applicable securities laws, rules
and regulations. The Trust, or the Trust's authorized representatives,
shall have access to such books and records at all times during the
Custodian's normal business hours upon reasonable notice in writing to
the Custodian. Upon the reasonable request of the Trust, copies of any
such books and records shall be provided by the Custodian to the Trust
or to an authorized representative of the Trust, at the Trust's
expense.
The Custodian shall provide the Trust with any report obtained by
the Custodian on the system of internal accounting control of the Book-
Entry System or the Depository and with such reports on its own systems
of internal accounting control as the Trust may reasonably request from
time to time.
(k) Confidentiality. The Custodian agrees to keep confidential all
records of the Trust and each Fund and information relative to the
Trust and each Fund and the shareholders (past, present and potential)
of each Fund, unless the release of such records or information is
otherwise consented to, in writing, by the Trust. The Trust further
agrees that, should the Custodian be required to provide such
information or records to duly constituted domestic and foreign
governmental authorities (who may institute civil or criminal contempt
proceedings for failure to comply), the Custodian shall not be
required to seek the Trust's consent prior to disclosing such
information; provided that the Custodian gives the Trust prior written
notice of the provision of such information and records.
(l) Cooperation with Accountants.The Custodian shall cooperate with
the Trust's independent public accountants and shall take all
reasonable action in the performance of its obligations under this
Agreement to ensure that the necessary information is made available to
such accountants for the expression of their opinion, as required by
the Fund.
(m) Disaster Recovery. The Custodian shall make reasonable provision
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failure,
the Custodian shall, at no additional expense to the Trust, take
reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
12. Term and Termination.
(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter
until such time as this Agreement may be terminated in accordance with
the provisions hereof.
(b) Either of the parties hereto may terminate this Agreement with
respect to any Fund by giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than
60 days after the date of receipt of such notice. In the event such
notice is given by the Trust, it shall be accompanied by a certified
vote of the Board of Trustees of the Trust, electing to terminate this
Agreement with respect to any Fund and designating a successor
custodian or custodians, which shall be a person qualified to so act
under the 1940 Act.
In the event such notice is given by the Custodian, the Trust
shall, on or before the termination date, deliver to the Custodian a
certified vote of the Board of Trustees of the Trust, designating a
successor custodian or custodians. In the absence of such designation
by the Trust, the Custodian may designate a successor custodian, which
shall be a person qualified to so act under the 0000 Xxx. If the Trust
fails to designate a successor custodian for such Fund or Funds, the
Trust shall upon the date specified in the notice of termination of
this Agreement and upon the delivery by the Custodian of all Securities
(other than Securities held in the Book-Entry System which cannot be
delivered to the Fund) and monies then owned by the Trust, be deemed to
be its own custodian and the Custodian shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement, other than the
duty with respect to Securities held in the Book-Entry System which
cannot be delivered to the Trust.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 12, this Agreement shall terminate to the extent specified in
such notice, and the Custodian shall upon receipt of a notice of
acceptance by the successor custodian on that date deliver directly to
the successor custodian all Securities and monies then held by the
Custodian on behalf of the Trust and specifically allocated to the
Fund, after deducting all fees, expenses and other amounts for the
payment or reimbursement of which it shall then be entitled.
13. Limitation of Liability.
The Trust and the Custodian agree that the obligations of the
Trust under this Agreement shall not be binding upon any of the
Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust and the Funds
covered under this Agreement, as provided in the Master Trust
Agreement. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust, and signed by an authorized
officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them or any shareholder of the Trust
individually or to impose any liability on any of them or any
shareholder of the Trust personally, but shall bind only the assets and
property of the Trust and the Funds covered under this Agreement, as
provided in the Master Trust Agreement.
The Trust and the Custodian further agree that the obligations of
the Trust under this Agreement with respect to any Fund shall be
enforceable against the assets of that Fund only, and not against the
assets of any other Fund.
14. Miscellaneous.
(a) Annexed hereto as Appendix B is a certification signed by the
Secretary of the Trust setting forth the names and the signatures of
the present Authorized Persons. The Trust agrees to furnish to the
Custodian a new certification in similar form in the event that any
such present Authorized Person ceases to be such an Authorized Person
or in the event that other or additional Authorized Persons are elected
or appointed. Until such new certification shall be received, the
Custodian shall be fully protected in acting under the provisions of
this Agreement upon Oral Instructions or signatures of the present
Authorized Persons as set forth in the last delivered certification.
(b) Annexed hereto as Appendix C is a certification signed by the
Secretary of the Trust setting forth the names and the signatures of
the present officers of the Trust. The Trust agrees to furnish to the
Custodian a new certification in similar form in the event any such
present officer ceases to be an officer of the Trust or in the event
that other or additional officers are elected or appointed. Until such
new certification shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement upon the
signature of an officer as set forth in the last delivered
certification.
(c) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently
given if addressed to the Custodian and mailed or delivered to it at
its offices at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or at
such other place as the Custodian may from time to time designate in
writing.
(d) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Trust, shall be sufficiently given
if addressed to the Trust and mailed or delivered to it at its offices
at 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 or
at such other place as the Trust may from time to time designate in
writing.
(e) This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality
as this Agreement (i) authorized, or ratified and approved by a vote of
the Board of Trustees of the Trust, including a majority of the members
of the Board of Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the 1940 Act), or (ii) authorized, or
ratified and approved by such other procedures as may be permitted or
required by the 1940 Act.
(f) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust
without the written consent of the Custodian, or by the Custodian
without the written consent of the Trust authorized or approved by a
vote of the Board of Trustees of the Trust provided, however, that the
Custodian may assign the Agreement to an Affiliated Person and any
attempted assignment without such written consent shall be null and
void. Nothing in this Agreement shall give or be construed to give or
confer upon any third party any rights hereunder.
(g) The Trust represents that a copy of the Master Trust Agreement is
on file with the Secretary of the Commonwealth of Massachusetts and
with the Boston City Clerk.
(h) This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts.
(i) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(j) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day
and year first above written.
THE XXXXXX & RYGEL INVESTMENT GROUP, ON BEHALF
OF THE FUNDS LISTED ON APPENDIX A
By: s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By: s/ Xxxxxxxxxxx Xxxxx
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
APPENDIX A
Market Return Fund
Limited Maturity Fund
Short Bond Fund
Intermediate Bond Fund
U.S. Treasury Fund
Short Duration Tax Exempt Fund
Tax Exempt Bond Fund
Global Fixed Income Fund
International Bond Fund
Investment Quality Bond Fund
Total Return Fund
Global Short Bond Fund
Growth & Income Fund
Global Balanced Fund
International Equity Fund
APPENDIX B
I, Xxxxxx Xxxxx, the Secretary of The Xxxxxx & Rygel Investment Group,
a business trust organized under the laws of the Commonwealth of
Massachusetts (the "Trust"), do hereby certify that:
The following individuals have been duly authorized as Authorized
Persons to give Oral Instructions and Written Instructions on behalf of the
Trust and the specimen signatures set forth opposite their respective names
are their true and correct signatures:
Name Signature
Xxxx X. Xxxxxx s/Xxxx X. Xxxxxx
Xxxx X. Xxxxxx s/Xxxx X. Xxxxxx
Xxxxxx Xxxxx s/Xxxxxx Xxxxx
Xxxxx X. Xxxx s/Xxxxx X. Xxxx
Xxxxx X. Xxxxxx s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx s/Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxxxx s/Xxxxxxx X. Xxxxxxxxxx
THE XXXXXX & RYGEL INVESTMENT GROUP
By: s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, Secretary
Dated: November 1, 1996
APPENDIX C
I, Xxxxxx Xxxxx, the Secretary of The Xxxxxx & Rygel Investment Group,
a business trust organized under the laws of the Commonwealth of
Massachusetts (the "Trust"), do hereby certify that:
The following individuals serve in the following positions with the
Trust and each individual has been duly elected or appointed to each such
position and qualified therefor in conformity with the Trust's Master Trust
Agreement and the specimen signatures set forth opposite their respective
names are their true and correct signatures:
Name Position Signature
Xxxx X. Xxxxxx Chairman of the Board
s/Xxxx X. Xxxxxx
and President
Xxxx X. Xxxxxx Vice President and Treasurer s/Xxxx X. Xxxxxx
Xxxxxx Xxxxx Secretary s/Xxxxxx Xxxxx
Xxxxx X. Xxxx Executive Vice President s/Xxxxx X. Xxxx
Xxxxx X. Xxxxxx Vice President s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx Vice President s/Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxxxx Vice President s/Xxxxxxx X. Xxxxxxxxxx
THE XXXXXX & RYGEL INVESTMENT GROUP
By: s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, Secretary
Dated: November 1, 1996
SCHEDULE A
BOSTON SAFE DEPOSIT AND TRUST COMPANY
CUSTODY FEE SCHEDULE
September 1996
Custody Fees and Terms of Business:
Structural Charges
$2,000 per USD fund
$4,000 per Non-USD fund
Administrative Fee
.5 basis point on all U.S. assets
2.0 basis points on all Non-USD assets
Safekeeping & Transaction Fees:
- Xxxxxxxx 0
Xxxxxx Xxxxxx $8 per book entry transaction
$25 per physical transaction
- Category II
Australia
Canada 2.0 basis points on the market
value
Cedel $20 per buy/sell transaction
Euroclear
Germany
Japan
South Africa
United Kingdom
- Category III
Belgium 3.5 basis points on the market value
Ireland $40 per buy/sell transaction
Netherlands
Sweden
Switzerland
Safekeeping Fees (continued)
- Category IV
Denmark 6.0 basis points on market value
Finland $50 per buy/sell transaction
France
Italy
Mauritius
Mexico
New Zealand
Norway
Spain
- Category V
Austria 12.0 basis points on market value
Hong Kong $50 per buy/sell transaction
Korea
Philippines
Singapore
Thailand
- Category VI
Argentina 20.0 basis points on market value
Indonesia $60 per buy/sell transaction
Malaysia
Portugal
Shanghai
Shenzen
Sri Lanka
- Category VII
Bangladesh 40.0 basis points on market value
Brazil $85 per buy/sell transaction
Botswana
Czech Republic
Chile
Colombia
Cyprus
Ghana
Greece
Hungary
India
Xxxxxx
Xxxxxx
Luxembourg
Pakistan
Peru
Safekeeping Fees (category VII continued)
Poland
Slovakia
Taiwan
Trinidad/Tobago
Turkey
Uruguay
Venezuela
Zimbabwe
Other Emerging Markets
Other Fees/Comments:
-$30 per foreign exchange contract executed outside Boston Safe
Deposit and Trust
-$10.00 per wire transfer
Client Reporting Service User ID included in structural
charge
Check Writing Service $35 DDA monthly maintenance
$12 per check (includes postage)
$20 stop payment
Options and Futures $250 per broker relationship
(Assumes utilization of Boston Safe
boilerplate agreement)
$30 per futures transaction
$20 per margin variation wire
$40 per options round-trip
- Any communication and hardware expenses incurred by Xxxxxx & Rygel
required to support a data transmission between Boston Safe and any
operating unit or agent of Xxxxxx & Rygel, including terminals, printers,
leased lines, will be the responsibility of Xxxxxx & Rygel
- Boston Safe guarantees this fee schedule for three (3) years from
inception, unless the service requirements change in a way that materially
affects Boston Safe's responsibilities or costs.
- The minimum annual fee for custody related services is $10,000 per USD
fund and $40,000 per Non-USD fund. However, the minimum annual fee per
fund shall be waived, provided the aggregate custody revenue meets or
exceeds the total of the individual fund minimums.
- Fees are payable monthly or quarterly.
SCHEDULE B
Boston Safe will pass through all out-of-pocket costs associated with
international
custody including, but not limited to, registration fees, stamp duties,
etc.
