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DS7024
07/24/88
AGREEMENT dated among THE CHASE MANHATTAN BANK, N.A. ("Bank"),
COUNSELLORS CAPITAL APPRECIATION FUND ("Fund") and PROVIDENT NATIONAL BANK
("Company").
1. Custody Account. The Bank agrees to establish and maintain (a)
a custody account in the name of the Fund ("Custody Account") for any and all
stocks, shares, bonds, debentures, notes, mortgages or other obligations for
the payment of money 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 and other
similar property (hereinafter called "Securities") from time to time,.received
by the Bank or its subcustodian (as defined in the last sentence of Section 3)
for the account of the Fund, and (b) a deposit account in the name of the Fund
("Deposit Account") for any and all cash in any currency received by the Bank
or its subcustodian for the account of the Fund, which cash shall not be
subject to withdrawal by draft or check.
2. Maintenance of Securities Abroad. Securities in the Custody
Account shall be held in the country or other jurisdiction as shall be
specified from time to time in
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Instructions, provided that such country or other jurisdiction shall be one in
which the principal trading market for such Securities is located or the
country or other jurisdiction in which such Securities are to be presented for
payment or are acquired for the Custody Account and cash in the Deposit
Account shall be credited to an account in such amounts and in the country or
other jurisdiction as shall be specified from time to time in Instructions,
provided that such country or other jurisdiction shall be one in which such
cash is the legal currency for the payment of public or private debts.
3. Eligible Foreign Custodians and Securities Depositories. The
Board of the Fund authorizes the Bank to hold the Securities in the Custody
Account and the cash in the Deposit Account. in custody and deposit accounts,
respectively, which have been established by the Bank with one of its
branches, a branch of a qualified U.S. bank, an eligible foreign custodian or
an eligible foreign securities depository; provided, however, that the Board
of the Fund has approved the use of, and the Bank's contract with, such
eligible foreign custodian or eligible foreign securities depository by
resolution, and Instructions to such effect have been provided to the Bank.
Furthermore, if one of its branches, a branch of a qualified U.S. bank or an
eligible foreign custodian is selected to -act as the bank's subcustodian to
hold any of the Securities or cash, such entity is authorized to hold such
Securities or cash in its account with any eligible
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foreign securities depository in which i.t participates. For purposes of this
Agreement (a) "qualified U.S. bank" shall mean a qualified U.S. bank as
defined in Rule 17f-5 under the Investment Company Act of 1940; (b) "eligible
foreign custodian" shall mean (i) 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 that country's government or an agency
thereof and that has shareholders' equity in excess of $200 million in U.S.
currency (or a foreign currency equivalent thereof), (ii) a majority owned
direct or indirect subsidiary of a qualified U.S. bank or bank holding company
that is incorporated or organized under the laws of a country other than the
United States and that has shareholders' equity in excess of $100 million in
U.S. currency (or a foreign currency equivalent thereof) or (iii) a banking
institution or trust company incorporated or organized under the laws of a
country other than the United States or a majority owned direct or indirect
subsidiary of a qualified U.S- bank or bank holding company that is
incorporated or organized under the laws of a country other than the United
States which has such other qualifications as shall be authorized or permitted
by a rule, regulation, interpretation or exemptive order promulgated by or
under the authority of the Securities and Exchange Commission and (c) if
eligible foreign securities depository" shall mean a securities depository or
clearing agency, incorporated or organized under
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the laws of a country other than the United States, which operates (i) the
central system for handling of securities or equivalent book-entries in that
country or (ii) a transnational system for the central handling of securities
or equivalent book-entries.
Hereinafter the term "subcustodian" will refer to any branch of a
qualified U.S. bank, any eligible foreign custodian or any eligible foreign
securities depository with which the Bank has entered an agreement of the type
contemplated hereunder regarding Securities and/or cash held in or to be
acquired for the Custody Account or the Deposit Account.
4. Use of Subcustodian. With respect to Securities and other
assets which are maintained by the Bank in the physical custody of a
subcustodian pursuant to Section 3 (as used in this Section 4, the term
"Securities" means such Securities and other assets)
(a) The Bank will identify on its books as belonging to the Fund
any Securities held by such subcustodian.
(b) In the event that a subcustodian permits any of the Securities
placed in its care to be held in an eligible foreign securities
depository, such subcustodian will be required by its agreement with the
Bank to identify on its books such Securities as being held for the
account of the Bank as a custodian for its customers.
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(c) Any Securities in the Custody Account held by a subcustodian of
the Bank will be subject only to the instructions of the Bank or its
agents; and any Securities held in an eligible foreign securities
depository for the account of a subcustodian will be subject only to the
instructions of such subcustodian.
(d) The Bank will only deposit Securities in an account with a
subcustodian which includes exclusively the assets held by the Bank for
its customers, and the Bank will cause such account to be designated by
such subcustodian as a special custody account for the exclusive benefit
of customers of the Bank.
(e) Any agreement the Bank shall enter into with a subcustodian
with respect to the holding of Securities shall require that (i) the
Securities are not subject to any right, charge, security interest, lien
or claim of any kind .in favor of such subcustodian or its creditors
except for their safe custody or administration and (ii) beneficial
ownership of such Securities is freely transferable without the payment
of money or value other than for safe custody or administration provided,
however, that the foregoing shall not apply to the extent that any of the
above-mentioned rights, charges, etc. result from any compensation or
other expenses arising with respect to the safekeeping of Securities
pursuant to such agreement or from any
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arrangements made by the Fund or the Company with any such subcustodian.
(f) The Bank shall allow independent public accountants of the Fund
such reasonable access to the records of the Bank relating to the
Securities held in the Custody Account as required by such accountants in
connection with their examination of the books and records pertaining to
the affairs of the Fund. The Bank shall, subject to restrictions under
applicable law, also obtain from any subcustodian with which the Bank
maintains the physical possession of any Securities in the Custody
Account an undertaking to permit independent public accountants of the
Fund such reasonable access to the records of such subcustodian as may be
required in connection with their examination of the books and records
pertaining to the affairs of the Fund. Upon a reasonable request from
the Fund or the Company, the Bank shall furnish to the Fund an,-'A the
Company such reports (or portions thereof) of the Bank's external
auditors as relate directly to the Bank's system of internal accounting
controls applicable to the Bank's duties under this Agreement. The Bank
shall use its best efforts to obtain and furnish the Fund and the Company
with such similar reports as the Fund or the Company may reasonably
request with respect to each eligible foreign
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custodian and eligible foreign securities depository holding Securities of the
Fund.
(g) The Bank will supply to the Fund and the Company at least
monthly a statement in respect to any Securities in the Custody Account
held by a subcustodian, including an identification of the entity having
possession of the Securities, and the Bank will send to the Fund and the
Company an advice or notification of any transfers of Securities to or
from the Custody Account, indicating, as to Securities acquired for the
Fund, the identity of the entity having physical possession of such
Securities. In the absence of the filing in writing with the Bank by the
Fund of exceptions or objections to any such statement within, sixty (60)
days of the Fund's receipt of such statement, or within sixty (60) days
after the date that a material defect is reasonably discoverable, the
Fund shall be deemed to have approved such statement; and in such case or
upon written approval of the Fund of any such statement the Bank shall,
to the extent permitted by law, be released, relieved and discharged with
respect to all matters and things set forth in such statement as though
such statement had been settled by the decree of a court of competent
jurisdiction in an action in which the Fund and all persons having any
equity interest in the Fund were parties.
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(h) The Bank hereby warrants to the Fund and the Company that in
its opinion, after due inquiry, the established procedures to be followed
by each of its branches, each branch of a qualified U.S. bank, each
eligible foreign custodian and each eligible foreign securities
depository holding Securities of the Fund pursuant to this Agreement
afford protection for such Securities at least equal to that afforded by
the Bank's established procedures with respect to similar securities held
by the Bank (and its securities depositories) in New York.
(i) The Bank hereby warrants to the Fund and the Company that as of
the date of this Agreement it is maintaining a Bankers Blanket Bond, and
hereby agrees to notify the Fund and the Company in the event its Bankers
Blanket Bond is cancelled or otherwise lapses.
5. Deposit Account Payments. Subject to the provisions of Section
7, the Bank shall make, or cause its subcustodians to make, payments of cash
credited to the Deposit Account only
(a) in connection with the purchase of Securities for the Fund and
the delivery of such securities to, or the crediting of such Securities
to the account of, the Bank or its subcustodian, each such payment to be
made at prices as
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confirmed by Instructions (as defined in Section 9 hereof) from Authorized
Persons (as defined in Section 10 hereof);
(b) for the purchase or redemption of shares of the capital stock of
the Fund and the delivery to, or crediting to the account of, the Bank or
its subcustodian of such shares to be so purchased or redeemed;
(c) for the payment for the account of the Fund of dividends,
interest, taxes, management or supervisory fees, capital distributions or
operating expenses;
(d) for the payments to be made in connection with the conversion,
exchange or surrender of Securities held in the Custody Account;
(e) for other proper corporate purposes of the Fund; or
(f) upon the termination of this Custody Agreement as hereinafter
set forth.
All payments of cash for a purpose permitted by subsection (a), (b), (c) or
(d) of this Section 5 will be made only upon receipt by the Bank of
Instructions from Authorized Persons which shall specify the purpose for which
the payment is to be made and the applicable subsection of this Section S. In
the case of any payment to be made for the purpose permitted by subsection (e)
of this Section 5, the Bank must first receive a certified copy of a
resolution of the Board of the Fund adequately describing such payment,
declaring such purpose to be a proper corporate purpose,
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and among the person or persons to whom such payment is to be made. Any
payment pursuant to subsection (f) of this Section 5 will be made in
accordance with Section 17.
In the event that any payment made under this Section 5 exceeds the
funds available in the Deposit Account, the Bank may, in its discretion,
advance the Fund an amount equal to such excess and such advance shall be
deemed a loan from the Bank to the Fund, payable on demand, bearing interest
at the rate of interest customarily charged by the Bank on similar loans.
If the Bank causes the Deposit Account to be credited on the payable
date for interest, dividends or redemptions, the Fund will-promptly return to
the Bank any such amount or property so credited upon oral or written
notification that neither the Bank nor its subcustodian can collect such
amount or property in the ordinary course of business. The Bank or its
subcustodian, as the case may be, shall have no duty or obligation to
institute legal proceedings, file a claim or proof of claim in any insolvency
proceeding or take any other action with respect to the collection of such
amount or property beyond its ordinary collection procedures.
6. Custody Account Transactions. Subject to the provisions of
Section 7, Securities in the Custody Account will be transferred, exchanged or
delivered by the Bank or its subcustodians only
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(a) upon sale of such Securities for the Fund and receipt by
the Bank or its subcustodian only of payment therefor, each such payment
to be in the amount confirmed by Instructions from Authorized Persons;
(b) when such Securities are called, redeemed or retired, or
otherwise become payable;
(c) in exchange for or upon conversion into other Securities
alone or other Securities and cash pursuant to any plan of merger,
consolidation, reorganization, recapitalization or readjustment;
(d) upon conversion of such Securities pursuant to their terms
into other Securities;
(e) upon exercise of subscription, purchase or other similar
rights represented by such Securities;
(f) for the purpose of exchanging interim receipts or
temporary Securities for definitive Securities;
(g) for the purpose of redeeming in kind shares of the capital
stock of the Fund against delivery to the Bank or its subcustodian of
such shares to be so redeemed;
(h) for other proper corporate purposes of the Fund; or
(i) upon the termination of this Custody Agreement as
hereinafter set forth.
All transfers, exchanges or deliveries of Securities in the
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Custody Account for a purpose permitted by either subsection (a), (b). (c),
(d), (e) or (f) of this Section 6 will be made, except as provided in Section
8. only upon receipt by the Bank of Instructions from Authorized Persons which
shall specify the purpose of the transfer, exchange or delivery to be made and
the applicable subsection of this Section 6. In the case of any transfer or
delivery to be made for the purpose permitted by subsection (g) of this
Section 6, the Bank must first receive Instructions from Authorized Persons
specifying the shares held by the Bank of its subcustodian to be so
transferred or delivered and naming the person or persons to whom transfers or
delivery of such shares shall be made. In the case of any transfer, exchange
or delivery to be made for the purpose permitted by subsection (h) of this
Section 6, the Bank must first receive a certified copy of a resolution of the
Board of the Fund adequately describing such transfer, exchange or delivery,
declaring such purpose to be a proper corporate purpose, and naming the person
or persons to whom delivery of such Securities shall be made. Any transfer or
delivery pursuant to subsection (i) of this Section 6 will be made in
accordance with Section 17.
7. Custody Account Procedures. With respect to any transaction
involving Securities held in or to be acquired for the Custody Account, the
Bank in its discretion may cause the Deposit Account to be credited on the
contractual settlement date with the proceeds of any sale or exchange of
Securities from the
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Custody Account and to be debited on the contractual settlement date for the
cost of Securities purchased or acquired for the Custody Account. The Bank
may reverse any such credit or debit if the transaction with respect to which
such credit or debit were made fails to settle within a reasonable period,
determined by the Bank in its discretion, after the contractual settlement
date, except that if any Securities delivered pursuant to this Section 7 are
returned by the recipient thereof, the Bank may cause any such credits and
debits to be reversed at any time. With respect to any transactions-as to
which the Bank does not determine so to credit or debit the Deposit Account,
the proceed-from the sale or exchange of Securities will be credited and the
cost of such Securities purchased or acquired will be debited to the Deposit
Account on the date such proceeds or Securities are received by the Bank.
Notwithstanding the preceding paragraph, settlement and payment for
Securities received for, and delivery of Securities out of, the Custody
Account may be effected in accordance with the customary or established
securities trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including, without
limitation, delivering Securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such Securities from such purchaser
or dealer.
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8. Actions of the Bank. Until the Bank receives Instructions from
Authorized Persons to the contrary, the Bank will, or will instruct its
subcustodian, to
(a) present for payment any Securities in the Custody Account
which are called, redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon presentation
to the extent that the Bank or subcustodian is aware of such
opportunities for payment, and hold cash received upon presentation of
such Securities in accordance with the provisions of Sections 2, 3 and 4
of this Agreement;
(b) in respect of Securities in the Custody Account, execute
in the name of the Fund such ownership and other certificates as may be
required to obtain payments in respect thereof;
(c) exchange interim receipts or temporary Securities in the
Custody Account for definitive Securities;
(d) convert moneys received with respect to Securities of
foreign issue into United States dollars or any other currency necessary
to effect any transaction involving the Securities whenever it is
practicable to do so through customary banking channels, using any method
or agency available, including, but not limited to, the facilities of the
Bank, its subsidiaries, affiliates or subcustodians; and
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(e) appoint brokers and agents for any transaction involving
the Securities in the Custody Account, including, without limitation,
affiliates of the Bank or any subcustodian.
9. Instructions. As used in this Agreement, the term
"Instructions" means instructions of the Company.received by the Bank, via
telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess
or electronic instruction system acceptable to the Bank which the Bank
believes in good faith to have been given by Authorized Persons or which are
transmitted with proper testing or authentication pursuant to terms and
conditions which the Bank may specify.
Any instructions delivered to the Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but the Fund and the Company
will hold the Bank harmless for its failure to send such confirmation in
writing, the failure of such confirmation to conform to the telephone
instructions received or the Bank's failure to produce such confirmation at
any subsequent time. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until cancelled or superseded. If the
Bank requires test arrangements, authentication methods or other security
devices to be used with respect to Instructions, any Instructions given by the
Company thereafter shall be given and processed in
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accordance with such terms and conditions for the use of such arrangements,
methods or devices as the Bank may put into effect and modify from time to
time. The Company shall safeguard any testkeys, identification codes or other
security devices which the Bank shall make available to it. The Bank may
electronically record any instructions given by telephone, and any other
telephone discussions, with respect to the Custody Account.
10. Authorized Persons. As used in this Agreement, the term
"Authorized Persons" means such officers or such agents of the Fund or the
Company as have been designated by a resolution of the Board of the Fund, a
certified copy of which has been provided to the Bank, to act on behalf of the
Fund and the Company in the performance of any acts which Authorized Persons
may do under this Agreement. Such persons shall continue to be Authorized
Persons until such time as the Bank receives Instructions from Authorized
Persons that any such officer or agent is no longer an Authorized Person.
11. Nominees. Securities in the Custody Account which are
ordinarily held in registered form may be registered in the name of the Bank's
nominee or, as to any Securities in the possession of an entity other than the
Bank, in the name of such entity's nominee. The Fund agrees to hold any such
nominee harmless from any liability as a holder of record of such Securities,
but not if such liability is a result of its negligence. The Bank may
without notice to the Company or the
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Fund cause any such Securities to cease to be registered in the name of any
such nominee and to be registered in the name of the Fund. In the event that
any Securities registered in the name of the Bank's nominee or held by one of
its subcustodians and registered in the name of such subcustodian's nominee
are called for partial redemption by the issuer of such Security, the Bank may
allot, or cause to be allotted, the called portion to the respective
beneficial holders of such class of security in any manner the Bank deems to
be fair and equitable.
12. Standard of Care. The Bank shall be responsible for the performance
of only such duties as are set forth herein or contained in Instructions given
to the Bank by Authorized Persons which are not contrary to the provisions of
this Agreement. The Bank will use reasonable care with respect to the
safekeeping of Securities in the Custody Account. The Bank shall be liable to
the Fund and the Company for any loss which shall occur as the result of a
failure of a subcustodian or an eligible foreign securities depository engaged
by such subcustodian to exercise reasonable care with respect to the
safekeeping of such. Securities and other assets to the same extent that the
Bank would be liable to the Fund or the Company if the Bank were holding such
Securities and other assets in New York. In the event of any loss to the Fund
or the Company by reason of the failure of the Bank or its subcustodian or an
eligible foreign securities depository engaged by such subcustodian to utilize
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reasonable care, the Bank shall be liable to the Fund or the Company to the
extent of the Fund's or the Company's damages, to be determined based on the
market value of the property which is the subject of the loss at the date of
discovery of such loss and without reference to any special conditions or
circumstances. The Bank shall be held to the exercise of reasonable care in
carrying out this Agreement but shall be indemnified by, and shall be without
liability to, the Fund or the Company for any action authorized by this
Agreement taken or omitted by the Bank in good faith without negligence. The
Bank shall be entitled to rely, and may act, on the prior, written advice of
counsel (who may be counsel for the Fund or the Company) on all matters and
shall be without liability for any action reasonably taken or omitted in good
faith pursuant to-such advice. The Bank need not maintain any insurance for
the benefit of the Fund or the Company. The Bank shall provide to the Fund,
on an annual basis, a report stating whether any events have occurred which
would render the arrangements hereunder to cease to be in compliance with the
ruler; of the Securities and Exchange Commission governing such arrangements
and describing any such event.
All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of the
Company and the Fund. The Bank shall have no liability for any loss
occasioned by delay in the actual receipt of notice by the Bank or by its
subcustodian of any
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payment, redemption or other transaction regarding Securities in the Custody
Account in respect of which the Bank has agreed to take action as provided in
Section 8 hereof. The Bank shall not be liable for any action taken in good
faith upon Instructions or upon any certified copy of any resolution and may
rely on the genuineness of any such documents which it may in good faith
believe to be validly executed. The Bank shall not be liable for any loss
resulting from, or caused by, the direction of the Fund or the Company to
maintain custody of any Securities or cash in a foreign country including, but
not limited to, losses resulting from nationalization, expropriation, currency
restrictions, acts of war or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.
13. Compliance with Securities and Exchange Commission Rules and
Orders. Except to the extent the Bank has specifically agreed pursuant to
this Agreement to comply with a condition of a rule, regulation,
interpretation or exemptive order promulgated by or under the authority of the
Securities and Exchange Commission, the Fund shall be solely responsible to
assure that the maintenance of Securities and cash under this Agreement
complies with any such rule, regulation, interpretation or exemptive order.
14. Corporate Action. The Bank or its subcustodian is to forward
to the Company only such communications relative to the Securities in the
Custody Account as call for voting or the
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exercise of rights or other specific action (including material relative to
legal proceedings intended to be transmitted to security holders) to the
extent sufficient copies are received by the Bank or its subcustodian in time
for forwarding to each customer. The Bank or its subcustodian will cause its
nominee to execute and deliver to the Company proxies relating to Securities
in the Custody Account registered in the name of such nominee but without
indicating the manner in which such proxies are to be voted. Proxies relating
to bearer Securities will be delivered in accordance with written instructions
from Authorized Persons.
15. Fees and Expenses. The Fund agrees to pay to the Bank from
time to time such compensation for its services pursuant to this Agreement as
may be mutually agreed upon in writing from time to time and the Bank's out-
of-pocket or incidental expenses, including (but without limitation) legal
fees. The Fund hereby agrees to hold the Bank harmless from any liability or
loss resulting from any taxes or other governmental charges, and any expenses
related thereto, which may be imposed, or assessed with respect to the Custody
Account and also agrees to hold the Bank, its subcustodians, and their
respective nominees harmless from any liability as a record holder of
securities in the Custody Account. The Bank is authorized to charge any
account of the Fund for such items and the Bank shall have a lien on
Securities in the Custody Account and on cash in
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the Deposit Account for any amount owing to the Bank from time to time under
this Agreement.
16. Effectiveness. This Agreement shall be effective on the date
first noted above.
17. Termination. This Agreement may be terminated by the Company
or the Bank by 60 days written notice to the other, sent by registered mail,
provided that any termination by the Company shall be authorized by a
resolution of the Board of the Fund, a certified copy of which shall accompany
such notice of termination, and provided further, that such resolution shall
specify the names of the persons to whom the Bank shall deliver the Securities
in the Custody Account and to whom the cash in the Deposit Account shall be
paid. If notice of termination is given by the Bank, the Company shall,
within 60 days following the giving of such notice, deliver to the Bank a
certified copy of a resolution of its Board specifying the names of the
persons to whom the Bank shall deliver such Securities and cash to the persons
so specified, after deducting therefrom any amounts which the Bank determines
to be owed to it under Section 15. If within 60 days following the giving of
a notice of termination by the Bank, the Bank does not receive from the
Company a certified copy of a resolution of the Board specifying the names of
the persons to whom the cash in the Cash Account shall be paid, the Bank, at
its election, may deliver such Securities and pay such cash to a bank or trust
company doing business in the State of New York to
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be held and disposed of pursuant to the provisions of this Agreement, or to
Authorized Persons, or may continue to hold such Securities and, cash until a
certified copy of one or more resolutions as aforesaid is delivered to the
Bank. The obligations of the parties hereto regarding the use of reasonable
care, indemnities and payment of fees and expenses shall survive the
termination of this Agreement.
18. Notices. Any notice or other communication from the Company to
the Bank is to be sent to the office of the Bank at 1211 Avenue of the
Americas (33rd floor), New York, New York, 10036, Attention Global Custody
Division, or such other address as may hereafter be given to the Company in
accordance with the notice provisions hereunder, and any notice from the Bank
to the Fund or the Company is to be mailed postage prepaid, addressed to the
Fund and to the Company at the addresses appearing below, or as the same may
hereafter be changed on the Bank's records in accordance with notice hereunder
from the Fund or the Company.
19. Governing Law and Successors and Assigns. This Agreement shall
be governed by the law of the State of New York and shall not be assignable by
either party, but shall bind the successors and assigns of the Company and the
Bank.
20. Headings. The headings of the paragraphs hereof are included
for convenience of reference only and do not form a part of this Agreement.
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21. Counterpart Execution. This Agreement may be executed in any
number of counterparts with the same effect as if all parties hereto had
signed the same document. All counterparts shall be construed together and
shall constitute one agreement.
22. Recourse Against Shareholders and Trustees. Any responsibility
or liability of the Fund under any provision of this Agreement shall be
satisfied solely from the assets of the Fund, tangible or intangible, realized
or unrealized, and in no event shall Bank or Company have any recourse against
the Shareholders of the Fund or any of the Trustees. The terms of the Fund's
Agreement and Declaration of Trust require every agreement entered into by the
Fund to contain a provision stating that the Shareholders shall not be
personally liable thereunder.
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This Section 22 is such a provision, and Bank and Company acknowledge that
Bank's and Company's claims against the Fund are limited to the property and
assets of the Fund, and may not be asserted against the Shareholders or the
Trustees personally.
PROVIDENT NATIONAL BANK
By________________________
Title_____________________
Address for record 00xx xxx Xxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
COUNSELLORS CAPITAL APPRECIATION
FUND
By________________________
Title_____________________
Address for record 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
THE CHASE MANHATTAN BANK, N.A.
By________________________
Title_____________________
