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Exhibit (g)(3)
DELEGATION, CUSTODY AND INFORMATION SERVICES AGREEMENT
AGREEMENT dated as of ______ __, 1999, between WM Trust I, a
Massachusetts business trust, WM Trust II, a Massachusetts business trust, WM
Strategic Asset Management Portfolios, LLC, a Massachusetts limited liability
company, and WM Variable Trust, a Massachusetts business trust, each having its
principal office and place of business at 0000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxx, Xxxxxxxxxx 00000 (the "Funds"), and BOSTON SAFE DEPOSIT AND TRUST
COMPANY, a Massachusetts trust company with its principal place of business at
Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Custodian").
W I T N E S S E T H:
WHEREAS, The Board of Trustees of the Funds desires to delegate certain
of its responsibilities for performing the services set forth in paragraphs
(c)(1), (c)(2) and (c)(3) of Rule 17f-5 under the Investment Company Act of
1940, as amended (the "1940 Act") to the Custodian;
WHEREAS, The Custodian agrees to accept such delegation with respect to
Assets held by Foreign Custodians in the jurisdictions listed on Appendix B as
set forth in Article II;
WHEREAS, The Funds and the Custodian desire to restate the terms of any
existing custody agreement between various Funds and the Custodian to reflect
the changes made by the revised Rule 17f-5, and to set forth their agreement
with respect to the custody of the Fund's Securities and cash and the processing
of Securities transactions;
WHEREAS, The Funds desire to hire the Custodian as a vendor to provide
certain information available to the Custodian with respect to foreign
jurisdictions, Securities Depositories and Foreign Custodians not listed on
Appendix B for which the board or a delegatee other than the Custodian has the
responsibilities described in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-
5; and
WHEREAS, The Custodian agrees to provide, as a vendor, the information
described in Article IV if, and when available in accordance with the terms and
conditions of Article IV.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth, the Funds and the Custodian agree as follows:
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ARTICLE I
DEFINITIONS
Whenever used in this Agreement or in any Appendices 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 0000 Xxx.
b. "Agreement" shall mean this Delegation, Custody and
Information Services Agreement.
c. "Assets" shall mean any of a Fund's investments (including
foreign currencies) for which the primary market is outside
the United States, and such cash and cash equivalents as are
reasonably necessary to effect a Fund's transactions in such
investments.
d. "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 Fund,
duly authorized by the Board of Trustees of the Fund to add or
delete jurisdictions pursuant to Article II and to give Oral
Instructions and Written Instructions on behalf of the Funds
and listed in the certification annexed hereto as Appendix A
or such other certification as may be received by the
Custodian from time to time.
e. "Board" shall mean the Board of Trustees of the Funds.
f. "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.
g. "Business Day" shall mean any day on which the Funds, the
Custodian, the Book-Entry System and appropriate clearing
corporation(s) are open for business.
h. "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 Fund by
any two Authorized Persons or any two officers thereof.
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i. "Country Risk" means all factors reasonably related to the
systematic risk of holding assets in a particular country
including, but not limited to, such country's financial
infrastructure (including any Securities Depositories
operating in such country), prevailing custody and settlement
practices and laws applicable to the safekeeping and recovery
of Assets held in custody.
j. "Custodian" shall mean Boston Safe Deposit and Trust Company
in its capacity as delegate, custodian or information services
provider as required under the terms of each Article.
k. "Custody Agreement" shall mean the provisions of Articles I,
III and V of this Agreement and any Appendices referenced
therein and attached to this Agreement.
l. "Delegation Agreement" shall mean the provisions of Articles
I, II and V of this Agreement and any Appendices referenced
therein and attached to this Agreement.
m. "Foreign Custodian" shall mean: (a) a banking institution or
trust company incorporated or organized under the laws of a
country other than the United States, that is regulated as
such by the country's government or an agency of the country's
government; (b) a majority-owned direct or indirect subsidiary
of a U.S. Bank or bank-holding company; or (c) any entity
other than a Securities Depository with respect to which
exemptive or no-action relief has been granted by the
Securities and Exchange Commission. For the avoidance of
doubt, the term "Foreign Custodian" shall not include
Euroclear, Cedel, First Chicago Clearing Centre or any other
transnational system for the central handling of securities or
equivalent book-entries regardless of whether or not such
entities are acting in a custodial capacity with respect to
Assets, Securities or other property of the Funds.
n. "Funds" shall mean WM Trust I, WM Trust II, WM Strategic Asset
Management Portfolios, LLC, and WM Variable Trust.
o. "Information Services Agreement" shall mean the provisions of
Articles I and IV and V of this Agreement and any Appendices
referenced therein and attached to this Agreement.
p. "LLC Agreement" shall mean the Limited Liability Company
Agreement of WM Strategic Asset Management Portfolios, LLC, as
the same may be amended from time to time.
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q. "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.
r. "Oral Instructions" shall mean verbal instructions from a
person reasonably believed by the Custodian, based on the
instructions actually received by the Custodian to be an
Authorized Person.
s. "Prospectus" shall mean a Fund's current prospectus and
statement of additional information relating to the
registration of the Fund's Shares under the Securities Act of
1933, as amended.
t. "Rule 17f-5" shall mean Rule 17f-5 promulgated under Section
17(f) of the 1940 Act as such rule (and any successor
regulation) may be amended from time to time.
u. "Selected Countries" means the jurisdictions listed on
Appendix B as such may be amended from time to time in
accordance with Article II.
v. "Securities Depository" shall mean any entity described in
subparagraph (a)(1)(ii) or paragraph (a)(6) of Rule 17f-5 or
any other recognized foreign or domestic clearing facility,
book-entry system, centralized custodial depository or similar
organization. For the avoidance of doubt, the term "Securities
Depository" shall include Euroclear, Cedel, First Chicago
Clearing Centre or any other transnational system for the
central handling of securities or equivalent book-entries
regardless of whether or not such entities are acting in a
custodial capacity with respect to Assets, Securities or other
property of the Fund.
w. "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 Fund.
x. "Shares" refers to shares of beneficial interest par value per
share of the Funds.
y. "Subcustodian" means a banking institution or any affiliate
thereof located in the United States.
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z. "Transfer Agent" shall mean the person which performs the
transfer agent, dividend disbursing agent and shareholder
servicing agent functions for the Fund.
aa. "Trust Agreement" shall mean the Agreement and Declaration of
Trust of WM Trust I, the Master Trust Agreement of WM Trust
II, and the WM Variable Trust Agreement and Declaration of
Trust, as the same may be amended from time to time.
bb. "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.
cc. The "1940 Act" refers to the Investment Company Act of 1940,
and the Rules and Regulations thereunder, all as amended from
time to time.
ARTICLE II
DELEGATION AGREEMENT
1. REPRESENTATIONS.
A. Status of Custodian. The Custodian represents that it is a
U.S. Bank within the meaning of paragraph (a)(7) of Rule 17f-5.
B. Fund Determinations and Authorizations. The Funds represent
that the Board has determined that it is reasonable to rely on
Custodian to perform the responsibilities delegated pursuant to this
Delegation Agreement and that it has made the delegations set forth
below, subject to the acceptance of such delegation by the Custodian on
the terms and conditions set forth in this Delegation Agreement.
C. Power and Authority; No Conflicts. Each party represents to
the other that it has all necessary power and authority, and has
obtained any consent or approval necessary to permit it, to enter into
and perform under this Delegation Agreement and that this Delegation
Agreement does not violate, breach, give rise to a default or right of
termination under or otherwise conflict with any applicable law,
regulation, ruling, decree or other governmental authorization or any
contract to which it is a party or by which any of its assets is bound.
D. Fund Responsibilities. The Funds acknowledge and agree
that, except as expressly set forth in this Delegation Agreement, each
Fund is solely responsible to assure that the maintenance of the Fund's
Securities and cash (including Assets)
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hereunder complies with applicable laws and regulations, including
without limitation the 1940 Act and the rules and regulations
promulgated thereunder and applicable interpretations thereof or
exemptions therefrom.
2. DELEGATION AND CUSTODIAN'S SERVICES.
A. Delegation. Subject to the provisions of this Delegation
Agreement and the requirements of Rule 17f-5, the Board hereby
delegates to, and the Custodian hereby agrees to accept the
responsibility for selecting, contracting with and monitoring Foreign
Custodians in Selected Countries in accordance with paragraphs (c)(1),
(c)(2) and (c)(3) of Rule 17f-5. Pursuant to this delegation, the Board
authorizes the Custodian to place and maintain Assets in the care of
any Foreign Custodian(s) in the Selected Countries and to enter into,
on behalf of the Fund, such written contracts governing the Fund's
foreign custody arrangements with such Foreign Custodian(s) as the
Custodian deems appropriate.
B. Scope of Delegation. The delegation contained in Section
2(a) applies only to the selection of, contracting with and monitoring
of Foreign Custodians located in Selected Countries and only with
respect to Assets held by such Foreign Custodians in Selected
Countries. The Board and the Custodian agree that nothing in this
Delegation Agreement or this Agreement as a whole shall cause or be
deemed to cause any delegation to the Custodian of any of the Board's
responsibilities with respect to Assets, Securities or other property
held in Securities Depositories or Assets held by Foreign Custodians in
jurisdictions other than Selected Countries.
C. Additions to Appendix B. Appendix B may be amended from
time to time to add jurisdictions by an instrument in writing signed by
an Authorized Person of the Fund and the Custodian, provided that with
respect to any amendment that adds a jurisdiction to Appendix B, the
Custodian's responsibility and authority with respect to any
jurisdiction so added will commence at the later of (i) the time that
the Custodian and the Fund's Authorized Person have both executed such
amendment, or (ii) the time that the Custodian receives a copy of such
executed amendment.
D. Deletions from Appendix B. The Board may withdraw its
delegation with respect to any jurisdiction upon written notice to the
Custodian. The Custodian shall withdraw its acceptance of delegated
authority with respect to any jurisdiction upon written notice to the
Board. Upon receipt of such notice by the party to whom such notice is
given, the Custodian shall have no further responsibilities under this
Delegation Agreement with respect to the selecting, contracting with,
and monitoring of any Foreign Custodian holding Assets in the removed
jurisdiction.
E. Reports to Board. Custodian shall provide written reports
notifying Board of the placement of Assets with a particular Foreign
Custodian and of any
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material change in Fund's foreign custody arrangements. Such reports
shall be provided to Board quarterly, except as otherwise agreed by the
Custodian and the Fund.
F. Monitoring System. In each case in which the Custodian has
exercised the authority delegated under this Article II, Section 2, to
place Assets with a Foreign Custodian, the Custodian is authorized to,
and shall, on behalf of Funds, establish a system to re-assess or
re-evaluate, at least annually (i) the appropriateness of maintaining
Assets with such Foreign Custodian and (ii) the contract governing the
Fund's arrangements with such Foreign Custodian.
3. GUIDELINES AND PROCEDURES.
A. Country Risk. In exercising its delegated authority under
Article II, Section 2, the Custodian may assume, for all purposes, that
the Board (or a Fund's investment adviser, pursuant to authority
delegated by the Board) has considered, and, pursuant to its fiduciary
duties to the Fund and the Fund's shareholders, determined to accept,
such Country Risk. In exercising its delegated authority under Article
II, Section 2, the Custodian may also assume that the Board (or a
Fund's investment adviser, pursuant to authority delegated by the
Board) has, and will continue to, monitor such Country Risk to the
extent the Board deems necessary or appropriate. Nothing in this
Delegation Agreement shall require the Custodian to make any selection
or to engage in any monitoring on behalf of the Fund (i) that would
entail consideration of Country Risk or (ii) otherwise in connection
with any Securities Depository or Foreign Custodians in jurisdictions
other than Selected Countries.
B. Standard of Care for Selection of Eligible Foreign
Custodians. In exercising the authority delegated under Article II,
Section 2, to place Assets with any Foreign Custodian in a Selected
Country, the Custodian shall determine that Assets will be subject to
reasonable care, based on the standards applicable to custodians in the
Selected Country in which the Assets will be held, after considering
all factors relevant to the safekeeping of such assets, including the
factors set forth in Rule 17f-5(c)(1)(i)-(iv).
C. Standard for Contracting with Eligible Foreign Custodians.
In exercising the authority delegated under Article II, Section 2, to
enter into a written contract governing the Fund's foreign custody
arrangements with a Foreign Custodian in a Selected Country, the
Custodian shall determine that such contract provides reasonable care
for Assets based on the standards applicable to Foreign Custodians in
the Selected Country. In making this determination, the Custodian shall
consider the provisions of Rule 17f-5(c)(2).
D. Standard of Care for Delegated Authority. In exercising the
authority delegated under Article II, Section 2, the Custodian agrees
to exercise reasonable care,
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prudence and diligence such as a person having responsibility for the
safekeeping of the Assets would exercise in like circumstances.
ARTICLE III
CUSTODY PROVISIONS
1. APPOINTMENT OF CUSTODIAN.
A. The Board hereby constitutes and appoints the Custodian as
custodian of all the Securities and monies at the time owned by or in
the possession of each Fund during the period of this Agreement.
B. The Custodian hereby accepts appointment as such custodian
and agrees to perform the duties thereof as hereinafter set forth.
2. CUSTODY OF CASH AND SECURITIES.
A. Receipt and Holding of Assets. Each Fund will deliver or
cause to be delivered to the Custodian all Securities and monies owned
by it at any time during the period of this Custody Agreement. The
Custodian will not be responsible for such Securities and monies until
actually received by it. The Board hereby specifically authorizes the
Custodian to hold Securities, Assets or other property of each Fund
with any Subcustodian, Foreign Custodian or Securities Depository.
Securities and monies of each Fund deposited in a Securities 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 all monies received by it for the account of each such
Fund and shall disburse the same only:
1. In payment for Securities purchased for the Fund;
2. In payment of dividends or distributions with respect to
the Shares;
3. In payment of original issue or other taxes with respect to
the Shares;
4. In payment for Shares which have been redeemed by the Fund;
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
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this sub-section 2(b), 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
Article III, Section 9(I) and Article V, Section 1.
C. Confirmation and Statements. Promptly after the close of
business on each day, the Custodian shall furnish each Fund with
confirmations and a summary of all transfers to or from the account of
the 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 a
Securities Depository, the Custodian shall by book-entry or otherwise
identify the quantity of those securities belonging to the Fund. At
least monthly, the Custodian shall furnish each Fund with a detailed
statement of the Securities and monies held for the Fund under this
Custody Agreement.
D. Registration of Securities and Physical Separation. The
Custodian is authorized to hold all Securities, Assets, or other
property of each Fund in nominee name, in bearer form or in book-entry
form. The Custodian may register any Securities, Assets or other
property of a Fund in the name of the Fund, in the name of the
Custodian, any Subcustodian, or Foreign Custodian, in the name of any
duly appointed registered nominee of such entity, or in the name of a
Securities Depository or its successor or successors, or its nominee or
nominees. The Custodian is hereby authorized to deposit with, and hold
Securities, Assets or other property of a Fund with any Securities
Depository. Each Fund 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 a Securities Depository, any Securities which it may
hold for the account of the Fund and which may from time to time be
registered in the name of the Fund. The Custodian shall hold all such
Securities specifically allocated to a Fund which are not held in a
Securities 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 will 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.
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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 a
Securities Depository with respect to Securities therein deposited,
shall with respect to all Securities held for a Fund in accordance with
this Agreement:
1. Collect all income due or payable, provided that the
Custodian shall not be responsible for the failure to receive payment
of (or late payment of) distribution with respect to securities or
other property held in the account;
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 Fund for monitoring or ascertaining
any call, redemption or retirement dates with respect to put bonds
which are owned by the Fund and held by the Custodian or its nominees.
Nor shall the Custodian have any responsibility or liability to the
Fund for any loss by the Fund for any missed payments or other defaults
resulting therefrom, unless the Custodian received timely notification
from the Fund 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 for the accuracy or completeness of any notification the
Custodian may furnish to the Fund 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 a Securities 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 2(G) which may be effected
by Oral or Written Instructions, the Custodian, directly or through the
use of a Securities 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 a Fund as owner of any Securities may be exercised;
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2. Deliver or cause to be delivered any Securities held for a
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 for a
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 Custody 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 a 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 upon sale of such Securities for the
account of a Fund pursuant to Section 3;
6. Deliver Securities upon the receipt of payment in
connection with any repurchase agreement related to such Securities
entered into by a Fund;
7. Deliver Securities owned by a 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 the 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 the Fund for any
loss by the Fund for any missed payment or other default resulting
therefrom unless the Custodian received timely notification from the
Fund 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 Fund for the accuracy or completeness of any
notification the Custodian may furnish to the Fund with respect to put
bonds;
8. Deliver Securities for delivery in connection with any
loans of Securities made by a Fund but only against receipt of adequate
collateral as agreed upon from time to time by the custodian and the
Fund which may be in the form of cash or U.S.
government securities or a letter of credit;
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9. Deliver Securities for delivery as security in connection
with any borrowings by a Fund requiring a pledge of Fund assets, but
only against receipt of amounts borrowed;
10. Deliver Securities upon receipt of Written Instructions
from a Fund for delivery to the Transfer Agent or to the holders of
Shares in connection with distributions in kind, as may be described
from time to time in the Fund's Prospectus, in satisfaction of requests
by holders of Shares for repurchase or redemption;
11. Deliver Securities as collateral in connection with short
sales by a 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 for any purpose expressly permitted by
and in accordance with procedures described in a Fund's Prospectus; and
13. Deliver Securities 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 Trustees signed by an
Authorized Person and certified by the Secretary of a Fund, 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.
Notwithstanding anything in this Agreement to the contrary, the
Custodian shall not be liable for the acts or omissions of any agent appointed
under paragraph (f) of Section 9 pursuant to Oral or Written Instructions
including, but not limited to, any broker-dealer or other entity designated by
the Fund or its investment advisor to hold any Securities or other property of
the Fund as collateral or otherwise pursuant to any investment strategy.
H. Endorsement and Collection of Checks, Etc. 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 the Fund.
3. SETTLEMENT OF FUND TRANSACTIONS.
A. Customary Practices. Notwithstanding anything to the
contrary in this Agreement, the Custodian is authorized to settle
transactions in accordance with trading and processing practices
customary in the jurisdiction or market where the transaction occurs.
Each Fund acknowledges that this may, in certain circumstances, require
the delivery of cash or Securities (or other property) without the
concurrent receipt of Securities (or other property) or cash and, in
such circumstances, the Fund shall have
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responsibility for nondelivery of Securities or other property (or late
delivery) or nonreceipt of payments of monies (or late payment) by the
counterparty.
B. Contractual Income. The Custodian shall credit each Fund
with income and maturity proceeds on securities on contractual payment
date net of any taxes or upon actual receipt as agreed between the
Custodian and the Fund. To the extent a Fund and the Custodian have
agreed to credit income on contractual payment date, the Custodian may
reverse such accounting entries with back value to the contractual
payment date if the Custodian reasonably believes that it will not
receive such amount.
C. Contractual Settlement. The Custodian will attend to the
settlement of securities transactions on the basis of either
contractual settlement date accounting or actual settlement date
accounting as agreed between a Fund and the Custodian. To the extent
the Fund and the Custodian have agreed to settle certain securities
transactions on the basis of contractual settlement date accounting,
the Custodian may reverse with back value to the contractual settlement
date any entry relating to such contractual settlement where the
related transaction remains unsettled in accordance with established
procedures.
4. LENDING OF SECURITIES.
The Custodian may lend the assets of each Fund in accordance with the
terms and conditions of a separate securities lending agreement.
5. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
A. Each Fund shall furnish to the Custodian the vote of the
Board of Trustees of the Fund certified by the Secretary (i)
authorizing the declaration of distributions 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 total amount payable to the Transfer Agent of the
Fund.
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6. SALE AND REDEMPTION OF SHARES OF A FUND.
A. Whenever a Fund shall sell any Shares, the Fund shall
deliver or cause to be delivered to the Custodian a Written Instruction
duly specifying:
1. The number of Shares sold, trade date, and price; and
2. The amount of money to be received by the Custodian for the
sale of such Shares.
3. The Custodian understands and agrees that Written
Instructions may be furnished subsequent to the purchase of Shares and
that the information contained therein will be derived from the sales
of Shares as reported to the Fund 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 in accordance with the
foregoing provisions of this Section 6, the Custodian shall pay 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 are
redeemed, the Fund shall cause the Transfer Agent to promptly furnish
to the Custodian Written Instructions, specifying:
1. The number of Shares redeemed; and
2. 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 as reported to the Fund by the Transfer Agent.
E. Upon receipt from the Transfer Agent of advice setting
forth the number of Shares 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 of
the total amount specified in a Written Instruction issued pursuant to
paragraph (D) of this Section 6.
F. Notwithstanding the above provisions regarding the
redemption of Shares, whenever such Shares are redeemed pursuant to any
check redemption privilege which
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may from time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Written Instruction shall, upon receipt of
advice from the Fund 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.
7. INDEBTEDNESS.
A. Each Fund will cause to be delivered to the Custodian by
any bank (excluding the custodian) from which the 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 Fund shall promptly deliver to the Custodian Written
Instructions stating with respect to each such borrowing: (1) the name
of the bank; (2) the amount and terms of the borrowing, which may be
set forth by incorporating by reference an attached promissory note,
duly endorsed by the Fund, or other loan agreement; (3) the time and
date, if known, on which the loan is to be entered into (the "borrowing
date"); (4) the date on which the loan becomes due and payable; (5) the
total amount payable to the Fund on the borrowing date; (6) 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; (7) whether the
Custodian is to deliver such collateral through a Securities
Depository; and (8) a statement that such loan is in conformance with
the 1940 Act and the Fund's 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
Fund from time to time such Securities as may be specified in Written
Instruction to collateralize further any transaction described in this
Section 7. The Fund 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 Fund fails to specify in Written
Instruction all of the information required by this Section 7, 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.
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8. PERSONS HAVING ACCESS TO ASSETS OF THE FUND.
A. No trustee or agent of a Fund, and no officer, director,
employee or agent of a Fund's investment adviser, of any sub-investment
adviser of a Fund, or of the Fund's administrator, shall have physical
access to the assets of the Fund held by the Custodian or be authorized
or permitted to withdraw any investments of the Fund, nor shall the
Custodian deliver any assets of the Fund to any such person. No
officer, director, employee or agent of the Custodian who holds any
similar position with the Fund's investment adviser, with any
sub-investment adviser of the Fund or with the Fund's administrator
shall have access to the assets of the Fund.
B. Nothing in this Section 8 shall prohibit any duly
authorized officer, employee or agent of a Fund, or any duly authorized
officer, director, employee or agent of the investment adviser, of any
sub-investment adviser of a Fund or of a Fund'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 Fund prohibited by paragraph (A) of this
Section 8.
9. CONCERNING THE CUSTODIAN.
A. Standard of Conduct. Notwithstanding any other provision of
this Custody Agreement, the Custodian shall not 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 negligence or willful misconduct of the Custodian.
The Custodian may, with respect to questions of law, apply for and
obtain the advice and opinion of counsel to the Funds or of its own
counsel, at the expense of the Funds, and shall be fully protected with
respect to anything done or omitted by it in good faith in conformity
with such advice or opinion.
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 a
Fund, the legality of the purchase thereof, or the propriety of the
amount paid therefor;
2. The legality of the sale of any Securities by a Fund 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;
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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 a Fund;
6. The legality of any borrowing for temporary administrative
or emergency 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 a Fund until the
Custodian actually receives and collects such money.
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 a Fund 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 Custody
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 Subcustodians. (i) The Custodian is hereby
authorized to appoint one or more Subcustodians to hold Securities and
monies at any time owned by a Fund. The Custodian is also hereby
authorized to place Assets with any Foreign Custodian located in a
jurisdiction which is not a Selected Country and with Euroclear, Cedel,
First Chicago Clearing Centre or any other transnational depository.
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 a Fund are such as may properly be
held by the Fund under the provisions of the Trust Agreement, LLC
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 a Fund. 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
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be genuine and to be given by an Authorized Person. Each Fund 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. Each Fund 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 Fund. Each
Fund agrees that the Custodian shall incur no liability to the Fund 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. The
Custodian shall be under no duty to question any direction of an
Authorized Person with respect to the portion of the account over which
such Authorized Person has authority, to review any property held in
the account, to make any suggestions with respect to the investment and
reinvestment of the assets in the account, or to evaluate or question
the performance of any Authorized Person. The Custodian shall not be
responsible or liable for any diminution of value of any securities or
other property held by the Custodian.
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 9(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 Fund 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 from time to time, by the
Custodian and the Fund. The Custodian and the Fund 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 redemptions, to allow the settlement of
foreign exchange contracts or to meet other emergency expenses not
reasonably foreseeable by the Fund. The Custodian shall promptly notify
the Fund (an "Overdraft Notice") of any Overdraft by facsimile
transmission or in such other manner as the Fund and the Custodian may
agree. To secure payment of any Overdraft, the Fund hereby grants to
the Custodian a continuing security interest in and right of setoff
against the Securities and cash in the Fund's account from time to time
in the full amount of such Overdraft. 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
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hereafter has as a secured creditor under the Massachusetts Uniform
Commercial Code or any other applicable law.
ARTICLE IV
INFORMATION SERVICES AGREEMENT
The following sets forth our agreement with respect to the delivery of
certain information to the Board or its agents as requested by the Board from
time to time.
A. PROVISIONS OF INFORMATION
In accordance with the provisions of this Information Services
Agreement, the Custodian agrees to provide to the Board, or at the
direction of the Board, to a Fund's investment advisors, the
information set forth in Article IV, Section 2 with respect to Foreign
Custodians and Securities Depositories which hold Securities, Assets,
or other property of the Fund and the systems and environment for
securities processing in the jurisdiction in which such Foreign
Custodians or Securities Depositories are located. The Custodian shall
provide only that portion of such information as is reasonably
available to it.
B. INFORMATION TO BE PROVIDED
1. COUNTRY INFORMATION
a. Settlement Environment
b. Depository
c. Settlement Period
d. Trading
e. Security Registration
f. Currency
g. Foreign Investment Restrictions
h. Entitlements
i. Proxy Voting
j. Foreign Taxation
2. DEPOSITORY INFORMATION (if applicable to the Country)
a. Name
b. Information relative to Determining
Compulsory or Voluntary Status of the
Facility
c. Type of Entity
d. Ownership Structure
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e. Operating History
f. Eligible Instruments
g. Security Form
h. Financial Data
i. Regulator
j. External Auditor
3. SUBCUSTODIAN INFORMATION
a. Financial Information
b. Regulator
c. External Auditor
d. How Securities are Held
e. Operational Capabilities
f. Insurance Coverage
4. INFORMATION ON THE FOLLOWING LEGAL QUESTIONS
a. Would the applicable foreign law restrict
the access afforded the independent public
accountants of the Fund to books and records
kept by a foreign custodian?
b. Would the applicable foreign law restrict
the ability of the Fund to recover its
assets in the event of bankruptcy of the
foreign custodian?
c. Would the applicable foreign law restrict
the ability of the Fund to recover assets
that are lost while under the control of the
foreign custodian?
d. What are the foreseeable difficulties in
converting the Fund's cash into U.S.
dollars?
C. LIABILITY AND WARRANTIES
The Custodian will take all reasonable precautions to ensure
that the information provided is accurate. However, due to the nature
and source of this information, and the necessity of relying on various
information sources, most of which are external to the Custodian, the
Custodian shall have no liability for direct or indirect use of such
information. The Custodian makes no other warranty or condition, either
express or implied, as to the merchantability or fitness for any
particular purpose of the information provided under this Article IV.
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ARTICLE V
ADDITIONAL PROVISIONS
1. COMPENSATION.
A. The Custodian shall be entitled to receive, and each Fund
agrees to pay to the Custodian, such compensation as may be agreed upon
from time to time between the Custodian and the Fund. The Custodian may
charge against any monies held on behalf of the 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 the 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 Subcustodians and Foreign Custodians incurred in
settling transactions outside of Boston, Massachusetts or New York
City, New York involving the purchase and sale of Securities.
B. Each Fund will compensate the Custodian for its services
rendered under this Agreement in accordance with the fees set forth in
a separate Fee Schedule which schedule may be modified by the Custodian
upon not less than thirty days prior written notice to the Fund.
C. Any compensation agreed to hereunder may be adjusted from
time to time by a revised Fee Schedule, dated and signed by an
Authorized Person or authorized representative of each party hereto.
D. The Custodian will xxxx each Fund as soon as practicable
after the end of each calendar month. The Fund will promptly pay to the
Custodian the amount of such billing. In making payments to service
providers pursuant to Written Instructions, the Fund acknowledges that
the Custodian is acting as a paying agent and not as the payor, for tax
information reporting and withholding purposes.
2. INSOLVENCY OF ELIGIBLE FOREIGN CUSTODIANS.
The Custodian shall not be responsible or liable for any losses or
damages suffered by a Fund arising as a result of the insolvency of any Foreign
Custodian except with respect to any Foreign Custodian in any Selected Country
which the Custodian appointed in accordance with the provisions of Article II
but only to the extent that the Custodian failed to comply with the
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standard of care set forth in Article II with respect to the selection and
monitoring of such Foreign Custodian.
3. LIABILITY FOR DEPOSITORIES.
The Custodian shall not be responsible for any losses resulting from
the deposit or maintenance of Securities, Assets or other property of a Fund
with any Securities Depository.
4. DAMAGES.
Under no circumstances shall the Custodian be liable for any indirect,
consequential or special damages with respect to its role as Delegate, Custodian
or information vendor.
5. LIMITATION OF LIABILITY.
A copy of the Trust Agreement or LLC Certificate of Formation of each
Fund is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed by an
officer of each Fund on behalf of the trustees of that Fund, as trustees and not
individually, on further behalf of each series of each Fund, and that the
obligations of this Agreement as they relate to each series of each Fund shall
be binding upon the assets and properties of that series only and shall not be
binding upon the assets and properties of any other series of a Fund or upon any
of the trustees, officers, employees, agents or shareholders of a series of a
Fund or a Fund individually.
6. TERM AND TERMINATION
A. This Agreement and any portion thereof 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. Any of the parties hereto may terminate this Agreement as a
whole or may terminate either the Delegation Agreement or the
Information Services Agreement individually or the Delegation Agreement
collectively, or may terminate this Agreement as to such party, by
giving to the other parties a notice in writing specifying the date and
scope 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 a Fund, it shall be accompanied by a certified vote of the Board of
Trustees of the Fund, electing to terminate this Agreement or the
applicable portion thereof and designating a successor, which shall be
a person qualified to so act under the 1940 Act if necessary.
In the event such notice is given by the Custodian of any
termination which include the Custody Agreement, each Fund shall, on or
before the termination date,
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deliver to the Custodian a certified vote of the Board of Trustees of
the Fund, designating a successor custodian or custodians. In the
absence of such designation by the Fund, the Custodian may designate a
successor custodian, which shall be a person qualified to so act under
the 1940 Act. If a Fund fails to designate a successor custodian, the
Fund shall upon the date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all Securities and
monies then owned by the Fund, be deemed to be its own custodian and
the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement or the portion so
terminated, other than the duty with respect to Securities held in the
Book-Entry System which cannot be delivered to the Fund.
C. Upon the date set forth in such notice under paragraph (B)
of this Section 6, this Agreement or portion thereof shall terminate to
the extent specified in such notice, and if the Custody Agreement is
terminated 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 Fund, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall then
be entitled.
7. FORCE MAJEURE.
Notwithstanding anything in this Agreement to the contrary, 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, strikes, 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 a
Fund's property; or the breakdown, failure or malfunction of any utilities or
telecommunications systems; or any order or regulation of any banking or
securities industry including changes in market rules and market conditions
affecting the execution or settlement of transactions; or acts of war,
terrorism, insurrection or revolution; or any other similar or third-party
event. This Section shall survive the termination of this Agreement.
8. 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 a Fund at its own
expense and with prior written notice to the Custodian, and by the appropriate
employees of the Securities and Exchange Commission.
9. MISCELLANEOUS.
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A. Annexed hereto as Appendix C is a certification signed by
the Secretary of each Fund setting forth the names and the signatures
of the present Authorized Persons. Each Fund 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 A is a certification signed by
the Secretary of each Fund setting forth the names and the signatures
of the present officers of the Fund. Each Fund 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 Fund 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 a Fund, shall be sufficiently
given if addressed to the Fund and mailed or delivered to it at its
offices at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000 or
at such other place as the Fund may from time to time designate in
writing.
E. Except as provided in Article II, Section 2 this Agreement
may not be amended or modified with respect to a Fund in any manner
except by a written agreement executed by both the Fund and the
Custodian with the same formality as this Agreement (i) authorized, or
ratified and approved by a vote of the Board of Trustees of the Fund,
including a majority of the members of the Board of Trustees of the
Fund who are not "interested persons" of the Fund (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
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Agreement shall not be assignable by a Fund without the written consent
of the Custodian, or by the Custodian without the written consent of
each Fund authorized or approved by a vote of the Board of Trustees of
the Fund 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. Each Fund represents that a copy of its Trust Agreement or
LLC Agreement is on file with the Secretary of the Commonwealth of
Massachusetts.
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.
WM Trust I, WM Trust II, WM Strategic Asset Management Portfolios,
LLC, WM Variable Trust
By:
Name:
Title:
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By:
Name:
Title:
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APPENDIX A
I, Xxxx X. Xxxx, the Secretary of WM Trust I, WM Trust II, and WM
Variable Trust, each a business trust organized under the laws of the
Commonwealth of Massachusetts and WM Strategic Asset Management Portfolios, LLC,
a limited liability company organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), 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 Fund
and the specimen signatures set forth opposite their respective names are their
true and correct signatures:
Name Signature
---- ---------
WM Trust I,
WM Trust II,
WM Strategic Asset Management Portfolios, LLC,
WM Variable Trust
By:
---------------------------
Secretary
Dated:
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APPENDIX B
Selected Countries
ARGENTINA
AUSTRALIA
AUSTRIA
BANGLADESH
BELGIUM
BERMUDA
BOTSWANA
BRAZIL
CANADA
CHILE
CHINA, PEOPLES' REPUBLIC OF
COLOMBIA
CYPRUS
THE CZECH REPUBLIC
DENMARK
EGYPT
FINLAND
FRANCE
GERMANY
GHANA
GREECE
HONG KONG
HUNGARY
INDIA
INDONESIA
IRELAND
ISRAEL
ITALY
JAPAN
KENYA
KOREA, REPUBLIC OF
LUXEMBOURG
MALAYSIA
MAURITIUS
MEXICO
NAMIBIA
THE NETHERLANDS
NEW ZEALAND
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NORWAY
PAKISTAN
PERU
THE PHILIPPINES
POLAND
PORTUGAL
SINGAPORE
SLOVAK REPUBLIC
SOUTH AFRICA
SPAIN
SRI LANKA
SWEDEN
SWITZERLAND
TAIWAN
THAILAND
TURKEY
UNITED KINGDOM
URUGUAY
VENEZUELA
ZAMBIA
ZIMBABWE
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APPENDIX C
I, Xxxx X. Xxxx, the Secretary of WM Trust I, WM Trust II, and WM
Variable Trust, each a business trust organized under the laws of the
Commonwealth of Massachusetts, and WM Strategic Asset Management Portfolios,
LLC, a Massachusetts limited liability company organized under the laws of the
Commonwealth of Massachusetts (the "Funds"), do hereby certify that:
The following individuals serve in the following positions with the
Funds and each individual has been duly elected or appointed to each such
position and qualified therefor in conformity with each Fund's Agreement and
Declaration of Trust, Master Trust Agreement or LLC Agreement, and the specimen
signatures set forth opposite their respective names are their true and correct
signatures:
Name Position Signature
Xxxxxxx X. Xxxxxx President ______________________
Xxxxx X. Xxxxxx Senior Vice President/ ______________________
Chief Financial Officer
Xxxx X. Xxxx Vice President/Secretary ______________________
WM Trust I,
WM Trust II,
WM Strategic Asset Management Portfolios, LLC,
WM Variable Trust
By: ____________________________
Secretary
Dated:
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