EXHIBIT (8)(B)
MEMORIAL FUNDS
CUSTODIAN AGREEMENT
Agreement dated as of March __, 1998, between Memorial Funds (the
"Fund"), on behalf of its portfolios listed in Exhibit A hereto, a Delaware
business trust operating as an open-end investment company under the Investment
Company Act of 1940, and BankBoston, a national banking association having its
principal office at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the
"Custodian").
WHEREAS, the Fund desires that its Securities and cash shall be
hereafter held and administered by Custodian as the Fund's agent pursuant to the
terms of this Agreement; and
WHEREAS, the Custodian provides services in the ordinary course of its
business which will meet the Fund's needs as provided for hereinafter;
NOW, THEREFORE, in consideration of the mutual promises herein made,
the Fund and the Custodian agree as follows:
SECTION 1. DEFINITIONS.
"Bank" shall mean a bank as defined in Sec. 2(a)(5) of the Investment Company
Act of 1940.
"Securities" shall mean and include stocks, shares, bonds, debentures, notes,
money market instruments or other obligations and any certificates, receipts,
warrants or other instruments representing rights to receive, purchase, or
subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets. Unless otherwise indicated
herein, "Securities" shall mean both U.S. and "foreign securities", as that term
is defined in Sec. 17(f) of the Investment Company Act of 1940.
"Officers' Certificate" shall mean a request or directions in writing or
confirmation of oral requests or directions in writing signed in the name of the
Fund by any two of the Chairman of the Executive Committee, the President, a
Vice President, the Secretary, the Clerk or the Treasurer of the Fund or any
other persons duly authorized to sign by the Board of Trustees or the Executive
Committee of the Fund.
"Account" shall mean a separate account for each of the portfolios listed in
Exhibit A.
SECTION 2. CUSTODIAN AS AGENT.
The Custodian is authorized to act under the terms of this Agreement as the
Fund's agent and shall be representing the Fund whenever acting within the scope
of the Agreement.
SECTION 3. NAMES. TITLES AND SIGNATURE OF FUND'S OFFICERS.
An Officer of the Fund will certify to the Custodian the names, titles, and
signatures of those persons authorized to sign the Officers' Certificates, as
well as names of the Board of Trustees and the Executive Committee, if any. Said
Officer, or his or her successor, will provide the Custodian with any changes
which may occur from time to time.
The Custodian is authorized to rely and act upon written and manually signed
instructions of any person or persons (if more than one, so indicated) named in
a separate list specifying those persons who may authorize the withdrawal of any
portion of the cash or Securities which will be furnished from time to time
signed by Officers of the Fund and certified by its Secretary or an Assistant
Secretary, ("Authorized Persons"). The Fund will provide the Custodian with
authenticated specimen signatures of Authorized Persons.
The Custodian is further authorized to rely upon any instructions received by
any other means and identified as having been given or authorized by any
Authorized Person, regardless of whether such instructions shall in fact have
been authorized or given by any such persons; provided, that,
(a) the Custodian and the Fund shall have previously agreed in writing upon the
means of transmission and the method of identification for such instructions,
(b) the Custodian has not been notified by the Fund to cease to recognize such
means and methods, and
(c) such means and methods have in fact been used.
If the Fund should so choose to have dial-up or other means of direct access to
the Custodian's accounting system for Securities in custodial accounts, the
Custodian is also authorized to rely and act upon any instructions received by
the Custodian through the terminal device, regardless of whether such
instructions shall in fact have been given or authorized by the Fund provided
that such instructions are accompanied by passwords which have been mutually
agreed to in writing by the Custodian and the Fund and the Custodian has not
been notified by the Fund to cease recognizing such passwords.
Where dial-up or other direct means of access to the Custodian's accounting
system for cash or Securities is utilized, the Fund agrees to indemnify the
Custodian and hold it harmless from and against any and all liabilities, losses,
damages, costs, reasonable counsel fees, and other reasonable expenses of every
nature suffered or incurred by the Custodian by reason of or in connection with
the improper use, unauthorized use and misuse by the Fund or its employees of
any terminal device with access to the Custodian's accounting system for
Securities in Custodial Accounts, unless such losses, damages, etc., result from
negligent or wrongful acts of the Custodian, its employees or agents.
SECTION 4. RECEIPT AND DISBURSEMENT OF MONEY.
A. The Custodian shall open and maintain the Account, subject to debit only by a
draft or order by the Custodian acting pursuant to the terms of this Agreement.
The Custodian shall hold in the Account, subject to the provisions hereof, all
cash received by it from or for the account of the Fund.
1. The Custodian shall make payment of cash to the Account or shall debit the
Account only
(a) for the purchase of Securities for the portfolio of the Fund upon the
delivery of such Securities to the Custodian, registered in the name of the Fund
or of the nominee of the Custodian referred to in Section 9 below;
(b) for payments in connection with the conversion, exchange or surrender of
Securities owned or subscribed to by the Fund held by or to be delivered to the
Custodian;
(c) for payments in connection with the return of the cash collateral received
in connection with Securities loaned by the Fund;
(d) for payments in connection with futures contracts positions held by the
Fund;
(e) for payments of interest, dividends, taxes and in connection with rights
offerings; or
(f) for other proper Fund purposes.
All Securities accepted in connection with the purchase of such Securities, if
(a) usual in the course of local market practice or (b) specifically required in
instructions from the Fund, shall be accompanied by payment of, or a "due xxxx"
for, any dividends, interest or other distributions of the issue due the
purchaser.
2. Except as hereinafter provided, the Custodian shall make any payment for
which it receives direction from an Authorized Person so long as such direction
(i) is (a) in writing (or is a facsimile transmission of a written direction),
(b) electronically transmitted to the Custodian as provided in Section 3 or (c)
when written or electronic directions cannot reasonably be given within the
relevant time period, orally when the person giving such direction assures the
Custodian that the directions will be confirmed in writing by an Authorized
Persons within twenty-four (24) hours and (ii) states that such payment is for a
purpose permitted under the terms of this subsection.
3. All funds received by the Custodian in connection with the sale, transfer,
exchange or loan of Securities will be credited to the Account in immediately
available funds as soon as reasonably possible on the date such received funds
are immediately available. Payments for purchase of Securities for the Account
made in immediately available funds will be charged against the Account on the
day of delivery of such Securities and all other payments will be charged on the
business day after the day of delivery.
A. The Custodian is hereby authorized and required to (a) collect on a timely
basis all income and other payments with respect to Securities held hereunder to
which the Fund shall be entitled either by law or pursuant to custom in the
securities business, and to credit such income to the Account, (b) detach and
present for payment all coupons and other income items requiring presentation as
and when they become due, (c) collect interest when due on Securities held
hereunder, and (d) endorse and collect all checks, drafts or other orders for
the payment of money received by the Custodian for the account of the Fund.
B. If the Custodian agrees to advance cash or Securities of the Custodian for
delivery on behalf of the Fund to a third party, any property received by the
Custodian on behalf of the Fund in respect of such delivery shall serve as
security for the Fund's obligation to repay such advance until such time as such
advance is repaid, and, in the case where such advance is extended for the
purchase of Securities which constitute "margin stock" under Regulation U of the
Board of Governors of the Federal Reserve System, such additional Securities of
the Fund, as shall be necessary for the Custodian, in the Custodian's reasonable
determination, to be in compliance with such Regulation U also shall constitute
security for the Fund's obligation to repay such advance. The Fund hereby grants
the Custodian a security interest in such property of the Fund to secure such
advance and agrees to repay such advance promptly without demand from the
Custodian (and in any event, as soon as reasonably practicable following any
demand by the Custodian), unless otherwise agreed by both parties. Should the
Fund fail to repay such advance as required, the Custodian shall be entitled
immediately to apply such security to the extent necessary to obtain repayment
of the advance, subject, in the case of Fund failure to make prompt repayment
without demand, to prior notice to the Fund.
SECTION 5. RECEIPT OF SECURITIES.
The Custodian shall hold in the Account, segregated at all times from those of
any other persons, firms or corporations, pursuant to the provisions hereof, all
Securities received by it from or for the account of the Fund. All such
Securities are to be held or disposed of by the Custodian for, and subject at
all times to the instructions of, the Fund pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any of the Securities and cash,
except pursuant to the directive of the Fund and only for the account of the
Fund as set forth in Section 7 of this Agreement.
The Custodian and its agents (including foreign subcustodians) may make
arrangements with Depository Trust Fund ("DTC") and other foreign or domestic
depositories or clearing agencies, including the Federal Reserve Bank and any
foreign depository or clearing agency, whereby certain Securities may be
deposited for the purpose of allowing transactions to be made by bookkeeping
entry without physical delivery of such Securities, subject to such restrictions
as may be agreed upon by the Custodian and the Fund. The Custodian shall
immediately commence procedures to replace Securities lost due to robbery,
burglary or theft while such Securities are within its control or that of its
agents or employees upon discovery of such loss.
SECTION 6. FOREIGN SUBCUSTODIANS AND OTHER AGENTS.
(a) In the event the Custodian places Securities, pursuant to this Agreement,
with any foreign subcustodian, the Custodian agrees that it shall place such
Securities only with those foreign subcustodians which either satisfy the
requirements of "eligible foreign custodian" under Section 17(f) of the U. S.
Investment Company Act of 1940, or with respect to which exemptive relief has
been granted by the U. S. Securities and Exchange Commission from the
requirements of Section 17(f).
(b) With respect to any Securities to be placed with foreign subcustodians
pursuant to this section, the Custodian represents and warrants that during the
term of this Agreement it will carry Bankers Blanket Bond or similar insurance
for losses incurred as a result of such subcustodial arrangements.
(c) The Fund authorizes the Custodian to release any and all information
regarding Securities placed with foreign subcustodians hereunder as may be
required by court order of a court of competent jurisdiction.
(d) Custodian further agrees that:
1. it will provide foreign custody arrangements only through entities
approved by the Fund's Board of Trustees (the "Board") and only through
written custody agreements complying with Section 17(f) of the Investment
Company Act of 1940 and the rules and regulations thereunder;
2. it will (A) monitor compliance by each foreign subcustodian under any
agreement between the Custodian or subcustodian and each foreign
subcustodian (a "Custody Agreement") and report to the Board promptly any
noncompliance with a material term (as defined below) of any such
agreement; (B) monitor the status of the foreign subcustodians as "eligible
foreign subcustodians" and report to the Board promptly any failure to meet
that status; and (C) report to the Board annually concerning the continuing
eligibility status of the foreign subcustodians;
3. it will, upon the Board's request, provide the Board such information
relating to foreign subcustodians and specific foreign custody issues as
the Board may reasonably request in connection with the approval and
continuance of any foreign custody arrangement.
As used herein, a Material Term of a Custody Agreement shall mean a term which
provides that (i) the Custodian will be adequately indemnified and the
Securities so placed adequately insured in the event of loss; (ii) the
Securities will not be subject to any right, charge, security interest, lien or
claim of any kind in favor of the foreign subcustodian or its creditors (except
any claim for payment for the services provided by such subcustodian and any
related expenses; provided, however that the Custodian shall use its best
efforts promptly to release any such right, charge, security interest, lien or
claim on the assets, except to the extent such right, charge, security interest,
lien or claim arises with respect to a special request or requirement by the
Fund for services the cost of which and the expenses incurred in connection with
which the Fund has not paid or has declined to pay, it being agreed and
understood that, in the ordinary course, all payments for usual and routine
services rendered and expenses incurred by a subcustodian shall be the
obligation of the Custodian); (iii) beneficial ownership of the Securities will
be freely transferable without payment of money or value other than for safe
custody or administration; (iv) adequate records will be maintained identifying
the Securities as belonging to the Fund; (v) the Custodian's independent public
accountants will be given access to those records or the confirmation of the
contents of those records; and (vi) the Custodian will receive periodic reports
with respect to the safekeeping of the Securities, including, but not
necessarily limited to, notification of any transfer to or from the Account.
SECTION 7. TRANSFER, EXCHANGE AND REDELIVERY OF SECURITIES.
The Custodian (or a subcustodian or any other agent of the Custodian) shall have
sole power to release or deliver any Securities of the Fund held by the
Custodian (or such subcustodian or agent) pursuant to this Agreement. The
Custodian agrees (and will obtain an undertaking from each subcustodian or other
agent) that Securities held by the Custodian (or by a subcustodian or other
agent of the Custodian) will be transferred, exchanged or delivered only (a) for
sales of Securities for the account of the Fund in accordance with (i) "New York
Street Practice", (ii) predominant established practice in the relevant local
market, or (iii) specific instructions from the Fund; or
(b) when Securities are called, redeemed or retired or otherwise become payable;
(c) for examination by any broker selling any such Securities in accordance with
"street delivery" custom or other relevant local market practice;
(d) in exchange for or upon conversion into other Securities whether pursuant to
any plan of merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;
(e) upon conversion of such Securities pursuant to their terms into other
Securities;
(f) upon exercise of subscription, purchase or other similar rights represented
by such Securities pursuant to their terms;
(g) for the purpose of exchanging interim receipts or temporary Securities for
definitive Securities;
(h) for the purpose of tendering Securities;
(i) for the purpose of delivering Securities lent by the Fund;
(j) for purposes of delivering collateral upon redelivery of Securities lent or
for purposes of delivering excess collateral; or
(k) for other proper Fund purposes.
As to any deliveries made by Custodian pursuant to items (b), (d), (e), (f),
(g), (i), (j) and (k), Securities in exchange therefor shall be deliverable to
the Custodian (or a subcustodian or other agent of the Custodian). The Custodian
may rely upon any written, electronic or oral instructions or an Officers'
Certificate relating thereto as provided for in Sections 3 and 4 above.
SECTION 8. THE CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS.
Unless and until the Custodian receives instructions to the contrary, the
Custodian (or a subcustodian or other agent of the Custodian) shall:
(a) present for payment all coupons and other income items held by it for the
account of the Fund which call for payment upon presentation and hold the cash
received by it upon such payment in the Account;
(b) collect interest and cash dividends and other distributions, provide notice
to the Fund of receipts, and deposit to the Account;
(c) hold for the account of the Fund all stock dividends, rights and similar
Securities issued with respect to any Securities held by the Custodian under the
terms of this Agreement;
(d) execute as agent on behalf of the Fund all necessary ownership certificates
required by the Internal Revenue Code or the Income Tax Regulations of the
United States Treasury Department, the laws of any State or territory of the
United States, or, in the case of Securities held through foreign subcustodians,
the laws of the jurisdiction in which such Securities are held, now or hereafter
in effect, inserting the Fund's name on such certificates as the owner of the
Securities covered thereby, to the extent it may lawfully do so;
(e) use its best efforts, in cooperation with the Fund, to file such forms,
certificates and other documents as may be required to comply with all
applicable laws and regulations relating to withholding taxation applicable to
the Securities; and
(f) use its best efforts to assist the Fund in obtaining any refund of local
taxes to which the Fund may have a reasonable claim.
The Fund agrees to furnish to the Custodian such information and to execute such
forms and other documents as the Custodian may reasonably request or as
otherwise may be reasonably necessary in connection with the Custodian's
performance of its obligations under clauses (e) and (f).
SECTION 9. REGISTRATION OF SECURITIES.
Except as otherwise directed by an Officers' Certificate, the Custodian shall
register all Securities, except such as are in bearer form, in the name of the
Fund or a registered nominee of the Fund or a registered nominee of the
Custodian or a subcustodian. Securities deposited with DTC or a foreign
securities depository permitted under Section 5 may be registered in the nominee
name of DTC or such foreign securities depository. The Custodian shall execute
and deliver all such certificates in connection therewith as may be required by
the applicable provisions of the Internal Revenue Code, the laws of any State or
territory of the United States, or, in the case of Securities placed with
foreign subcustodians, the laws of the jurisdiction in which such Securities are
held. The Custodian shall maintain such books and records as may be necessary to
identify the specific Securities held by it hereunder at all times.
The Fund shall from time to time furnish 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, 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.
SECTION 10. VOTING AND OTHER ACTION.
Neither the Custodian nor any nominee of the Custodian or of DTC shall vote any
of the Securities held hereunder by or for the account of the Fund except in
accordance with the instructions contained in an Officers' Certificate.
The Custodian shall deliver or have delivered to the Fund all notices, including
notices of voluntary and nonvoluntary corporate actions, proxies and proxy
soliciting materials with relation to such Securities in a timely fashion in
accordance with industry standards. Such proxies are to be executed by the
registered holder of such Securities (if registered otherwise than in the name
of the Fund), but without indicating the manner in which such proxies are to be
voted.
With respect to Securities deposited with DTC or any other depository, including
a foreign subcustodian, as provided for in Section 6 hereof, where such
Securities may be registered in the nominee name of DTC, or other such
depository the Custodian shall request that the nominee shall not vote any of
such deposited Securities or execute any proxy to vote thereon or give any
consent or take any other action with respect thereto unless instructed to do so
by the Custodian following receipt by the Custodian of an Officers' Certificate.
SECTION 11. TRANSFER TAX AND OTHER DISBURSEMENTS.
The Fund shall pay or reimburse the Custodian from time to time for any transfer
taxes payable upon transfers of Securities made hereunder and for all other
necessary and proper disbursements and expenses made or incurred by the
Custodian in the performance of this Agreement, as required by U.S. law or the
laws of the jurisdiction in which the Securities are held, as the case may be.
The Custodian shall execute and deliver such certificates in connection with
Securities delivered to it or by it under this Agreement as may be required
under the laws of any jurisdiction to exempt from taxation any exemptible
transfers and/or deliveries of any such Securities.
SECTION 12. COMPENSATION AND THE CUSTODIAN'S EXPENSES.
The Custodian shall be paid as compensation for its services pursuant to this
Agreement such compensation as may from time to time be agreed upon in writing
between the two parties.
SECTION 13. INDEMNIFICATION.
The Fund agrees to indemnify and hold harmless the Custodian and its employees,
agents and nominee from all taxes, charges, expenses, assessments, claims and
liabilities (including reasonable attorneys' fees) incurred or assessed against
them in connection with the performance of the Agreement, except such as may
arise from their own negligent action, negligent failure to act or willful
misconduct. The Custodian agrees to indemnify and hold harmless the Fund and its
trustees, officers, employees, and agents from all taxes, charges, expenses,
assessments, claims and liabilities (including attorneys fees) incurred or
assessed against the Fund in connection with the performance of the Agreement,
which may arise from negligent action, negligent failure to act or willful
misconduct on the part of the Custodian, the Custodian's nominee, depository or
other agents (including foreign subcustodians) or any of their respective
officers, employees, agents or nominees. In the event of any advance of cash for
any purpose made by the Custodian resulting from orders or instructions of the
Fund, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall be
security therefor.
Within a reasonable time after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party, notify in writing the
indemnifying party of the commencement thereof; and the omission so to notify
the indemnifying party will not relieve it from any liability hereunder as to
the particular item for which indemnification is then being sought, unless such
omission is a result of the failure to exercise reasonable care on the part of
the indemnified party. In case any such action is brought against an indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to assume the
defense thereof, with counsel who shall be to the reasonable satisfaction of
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. Any such
indemnifying party shall not be liable to any such indemnified party on account
of any settlement of any claim or action effected without the consent of such
indemnifying party.
SECTION 14. REPORTS BY THE CUSTODIAN.
The Custodian shall furnish the Fund daily with a statement of all transactions
and entries for the Account of the Fund. The Custodian shall furnish the Fund
with such reports covering Securities held by it or under its control as may be
agreed upon from time to time. The books and records of the Custodian pertaining
to its actions under this Agreement shall be open to inspection and audit at
reasonable times and upon reasonable notice to the Fund. All such books and
records shall be the property of the Fund (and such other persons as the Fund
may designate from time to time) and the Custodian shall forthwith upon the
Fund's request, turn over to the Fund and cease to retain in its files, records
and documents created and maintained by the Custodian pursuant to this
Agreement, which are no longer needed by the Custodian in performance of its
services or for its protection.
SECTION 15. ACCESS TO RECORDS
Custodian shall give the Fund and its independent auditors reasonable access to
the records of the Custodian and/or the foreign subcustodians holding Fund
assets with respect to the Fund's transactions or confirmation with respect to
the content of such records.
SECTION 16. TERMINATION AND ASSIGNMENT.
This agreement may be terminated by the Fund or the Custodian, immediately upon
written notice from the Fund or the Custodian, as applicable, to the other
party, if the other party fails materially to perform its obligations hereunder,
and may otherwise be terminated by the Fund or by the Custodian on not less than
ninety (90) days' notice, given in writing and sent by registered mail to the
Custodian or the Fund as the case may be. Upon termination of this Agreement,
the Custodian shall deliver the Securities and cash in the account of the Fund
to such entity as is designated in writing by the Fund and in the absence of
such a designation may, but shall not be obligated to, deliver them to a bank or
trust company of the Custodian's own selection having an aggregate capital,
surplus and undivided profits as shown by its last published report of not less
than 50 million dollars ($50,000,000), the Securities and cash to be held by
such bank or trust company for the benefit of the Fund under terms similar to
those of this Agreement and the Fund to be obligated to pay to such transferee
the then current rates of such transferee for services rendered by it; provided,
however, that the Custodian may decline to transfer such amount of such
Securities equivalent to all fees and other sums owing by the Fund to the
Custodian, and the Custodian shall have a charge against and security interest
in such amount until all moneys owing to it have been paid, or escrowed to its
satisfaction.
This Agreement may not be assigned by the Custodian without the consent of the
Fund, authorized or approved by a resolution of the Fund's Board of Trustees.
SECTION 17. FORCE MAJEURE.
The Custodian shall not be liable or accountable for any loss or damage
resulting from any condition or event beyond its reasonable control; provided,
however, that the Custodian shall promptly use its best efforts to mitigate any
such loss or damage to the Fund as a result of any such condition or event. For
the purposes of the foregoing, the actions or inactions of the Custodian's
subcustodians and other agents shall not be deemed to be beyond the reasonable
control of the Custodian. In connection with the foregoing, the Custodian agrees
(and agrees that it will use its best efforts to obtain the undertaking of its
subcustodians and other agents to the effect) that the Custodian (and/or such
subcustodian or agent) shall maintain such alternate power sources for computer
and related systems and alternate channels for electronic communication with
such computers and related systems that the failure of the primary power source
and/or communications channel of the Custodian (and/or its subcustodians or
other agents) will not foreseeable result in any loss or damage to the Fund.
SECTION 18. THIRD PARTIES.
This Agreement shall be binding upon and the benefits hereof shall inure to the
parties hereto and their respective successors and assigns. However, nothing in
this Agreement shall give or be construed to give or confer upon any third party
any rights hereunder.
SECTION 19. AMENDMENTS.
The terms of this Agreement shall not be waived, altered, modified, amended,
supplemented or terminated in any manner whatsoever, except by written
instrument signed by both of the parties hereto.
SECTION 20. GOVERNING LAW.
This Agreement shall be governed and construed in accordance with the laws of
The Commonwealth of Massachusetts.
SECTION 21. COUNTERPARTS.
This agreement may be executed in several counterparts, each of which is an
original.
SECTION 22. NOTICES.
All notices provided for herein shall be in writing and shall become effective
when deposited in the United States mail, postage prepaid and certified,
addressed
(a) if to the Custodian, at 000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: WorldwideCustody-MS: 45-02-90
(b) if to the Fund, at Forum Financial Group
0 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, President
or to such other address as either party may notify the other in writing.
Notice is hereby given that this instrument is executed on behalf of the
Trustees of the Fund as Trustees, and the obligations of this instrument are not
binding upon any of the Trustees, officers, or shareholders of any portfolio of
the Fund individually but binding only upon assets and property of the Fund. No
portfolio of the Fund shall be charged with the obligations of any other
portfolio of the Fund hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the date first
written above.
[FUND]
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Title: President
THE FIRST NATIONAL BANK OF BOSTON
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Xxxx X. Xxxxxxx
Title: Administrative Manager
EXHIBIT A TO
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CUSTODY AGREEMENT DATED
