CUSTODY AGREEMENT
AGREEMENT dated as of , 1993 between U.S. LARGE STOCK FUND (the
"Trust"), a Delaware business trust, having its principal office and place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and
BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "CUSTODIAN"), a Massachusetts trust
company with its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
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That for and in consideration of the mutual promises hereinafter set
forth, the Trust and the Custodian agree as follows:
1. DEFINITIONS.
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Whenever used in this Agreement or in any Schedules to this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
(a) "Authorized Person" shall be deemed to include the President, and
any Vice President, the Secretary, the Treasurer, or any other person,
whether or not any such person is an officer or employee of the Trust,
duly authorized by the Board of Trustees of the Trust to give Oral
Instructions and Written Instructions on behalf of the Trust and listed
in the certification annexed hereto as Appendix A or such other
certification as may be received by the Custodian from time to time.
(b) "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.
(c) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be
given to the Custodian, which is actually received by the Custodian and
signed on behalf of the Trust by such Authorized Person as the Trust
shall designate.
(d) "Declaration of Trust" shall mean the Declaration of Trust of the
Trust dated ______________, 199_ as the same may be amended from time
to time.
(e) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17(A) of the Securities Exchange Act of 1934, as amended,
its successor or successors and its nominee or nominees, in which the
Custodian is hereby specifically authorized to make deposits. The term
"Depository" shall further
mean and include any other person to be named in a Certificate
authorized to act as a depository under the 1940 Act, its successor or
successors and its nominees.
(f) "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, 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.
(g) "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person.
(h) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the
Trust's Shares under the Securities Act of 1933, as amended.
(i) "Shares" refers to the shares of beneficial interest of the Trust.
(j) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities and investments from time to time owned by the Trust.
(k) "Transfer Agent" shall mean the person which performs the transfer
agent, dividend disbursing agent and shareholder servicing agent
functions for the Trust.
(l) "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 whereby the receiver
of such communication is able to verify through codes or otherwise with
a reasonable degree of certainty the authenticity of the sender of such
communication.
(m) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to time.
2. APPOINTMENT OF CUSTODIAN.
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(a) The Trust hereby constitutes and appoints the Custodian as
custodian of all the Securities and moneys at the time owned by or in
the possession of the Trust during the period of this Agreement.
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(b) The Custodian hereby accepts appointment as such custodian for the
Trust and agrees to perform the duties thereof as hereinafter set
forth.
3. COMPENSATION.
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(a) The Trust will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as Schedule A and incorporated herein. Such Fee
Schedule does not include out-of-pocket disbursements of the Custodian
for which the Custodian shall be entitled to ▇▇▇▇ separately.
Out-of-pocket disbursements shall include, but shall not be limited to,
the items specified in the Schedule of Out-of-Pocket charges annexed
hereto as Schedule B and incorporated herein, which schedule may be
modified by the Custodian upon not less than thirty days prior written
notice to the Trust.
(b) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Person of the Trust and a
duly authorized officer of the Custodian.
(c) The Custodian will ▇▇▇▇ the Trust as soon as practicable after the
end of each calendar month, and said ▇▇▇▇▇▇▇▇ will be detailed in
accordance with the Fee Schedule. The Trust will promptly pay to the
Custodian the amount of such billing.
4. CUSTODY OF CASH AND SECURITIES.
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(a) RECEIPT AND HOLDING OF ASSETS. The Trust will deliver or cause to
be delivered to the Custodian all Securities and moneys owned by it at
any time during the period of this Agreement. The Custodian will not be
responsible for such Securities and moneys until actually received by
it. The Trust shall instruct the Custodian from time to time in its
sole discretion, by means of Written Instructions, or, in connection
with the purchase and sale of Money Market Securities, by means of Oral
Instructions or Written Instructions, as to the manner in which and in
what amount Securities and moneys of the Trust are to be deposited on
behalf of the Trust in the Book-Entry System or the Depository and
specifically allocated on the books of the Custodian to the Trust;
provided however, that prior to the deposit of Securities of the Trust
in the Book-Entry System or the Depository, including a deposit in
connection with the settlement of a purchase or sale, the Custodian
shall have received a Certificate specifically approving such deposits
by the Custodian in the Book-Entry System or the Depository.
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(b) ACCOUNTS AND DISBURSEMENTS. The Custodian shall establish and
maintain a separate account for the Trust and shall credit to the
separate account of the Trust all moneys received by it for the account
of the Trust and shall disburse the same only:
1. In payment for Securities purchased for the Trust, as
provided in Section 5 hereof;
2. In payment of dividends or distributions with respect
to the Shares of the Trust, as provided in Section 7
hereof;
3. In payment of original issue or other taxes with
respect to the Shares of the Trust, as provided in
Section 8 hereof;
4. In payment for Shares which have been redeemed by the
Trust, as provided in Section 8 hereof;
5. Pursuant to Written Instructions, or with respect to
Money Market Securities, Oral Instructions or 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; or
6. In payment of fees and in reimbursement of the
expenses and liabilities of the Custodian
attributable to the Trust, as provided in Section
11(h) hereof.
(c) CONFIRMATION AND STATEMENTS. Promptly after the close of business
on each day, the Custodian shall furnish the Trust with confirmations
and a summary of all transfers to or from the account of the Trust
during said day. Where securities purchased by the Trust are in a
fungible bulk of securities registered in the name of the Custodian (or
its nominee) or shown on the Custodian's account on the books of the
Depository or the Book-Entry System, the Custodian shall by book entry
or otherwise identify the quantity of those securities belonging to the
Trust. At least monthly, the Custodian shall furnish the Trust with a
detailed statement of the Securities and moneys held for the Trust
under this Agreement.
(d) REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION. All Securities
held for the Trust which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held for the
Trust may be registered in the name of the Trust, in the name of any
duly appointed registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-Entry System or
the Depository or their successor or successors, or their nominee or
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nominees. The Trust reserves the right to instruct the Custodian as to
the method of registration and safekeeping of the Securities of the
Trust. The Trust agrees to furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper form
for transfer, or to register in the name of its registered nominee or
in the name of the Book-Entry System or the Depository, any Securities
which it may hold for the account of the Trust and which may from time
to time be registered in the name of the Trust. The Custodian shall
hold all such Securities which are not held in the Book-Entry System or
the Depository in a separate account for the Trust in the name of the
Trust physically segregated at all times from those of any other person
or persons.
(e) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES. Unless
otherwise instructed to the contrary by a Certificate, the Custodian by
itself, or through the use of the Book-Entry System or the Depository
with respect to Securities therein deposited, shall with respect to all
Securities held for the Trust in accordance with this Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable
upon all Securities which may mature or be called,
redeemed or retired, or otherwise become payable.
Notwithstanding the foregoing, the Custodian shall
have no responsibility to the Trust for monitoring or
ascertaining any call, redemption or retirement dates
with respect to put bonds which are owned by the
Trust and held by the Custodian or its nominees. Nor
shall the Custodian have any responsibility or
liability to the Trust for any loss by the Trust for
any missed payments or other defaults resulting
therefrom unless the Custodian received timely
notification from the Trust specifying the time,
place and manner for the presentment of any such put
bond owned by the Trust and held by the Custodian or
its nominee. The Custodian shall not be responsible
and assumes no liability to the Trust for the
accuracy or completeness of any notification the
Custodian may furnish to the Trust with respect to
put bonds;
3. Surrender Securities in temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the
laws or regulations of any other taxing authority now
or hereafter in effect; and
5. Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein
deposited, for the account of the Trust all rights
and similar Securities issued with
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respect to any Securities held by the Custodian
hereunder for the Trust.
(f) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of
Written Instructions and not otherwise, except for subparagraphs 5, 6,
7, and 8 which may be effected by Oral Instructions and confirmed by
Written Instructions or Written Instructions, the Custodian, directly
or through the use of the Book-Entry System or the Depository, shall:
1. Execute and deliver or cause to be executed and
delivered to such persons as may be designated in
such Written Instruction proxies, consents,
authorizations, and any other instruments whereby the
authority of the Trust as owner of any Securities may
be exercised;
2. Deliver or cause to be delivered any Securities held
for the Trust 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 the Trust to any protective committee,
reorganization committee or other person in
connection with the reorganization, refinancing,
merger, consolidation or recapitalization or sale of
assets of any corporation, and receive and hold under
the terms of this Agreement in the separate account
for the Trust 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 the Trust and take such other steps as
shall be stated in said Written Instruction to be for
the purpose of effectuating any duly authorized plan
of liquidation, reorganization, merger, consolidation
or recapitalization of the Trust;
5. Deliver Securities owned by the Trust upon sale of
such Securities for the account of the Trust pursuant
to Section 5;
6. Deliver Securities owned by the Trust upon the
receipt of payment in connection with any repurchase
agreement related to such Securities entered into by
the Trust;
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7. Deliver Securities owned by the Trust 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 Trust
for monitoring or ascertaining any call, redemption
or retirement dates with respect to the put bonds
which are owned by the Trust and held by the
Custodian or its nominee. Nor shall the Custodian
have any responsibility or liability to the Trust for
any loss by the Trust for any missed payment or other
default resulting therefrom; unless the Custodian
received timely notification from the Trust
specifying the time, place and manner for the
presentment of any such put bond owned by the Trust
and held by the Custodian or its nominee. The
Custodian shall not be responsible and assumes no
liability to the Trust for the accuracy or
completeness of any notification the Custodian may
furnish to the Trust with respect to put bonds;
8. Deliver Securities owned by the Trust for delivery in
connection with any loans of securities made by the
Trust but only against receipt of adequate collateral
as agreed upon from time to time by the Custodian and
the Trust which may be in the form of cash or
obligations issued by the United States government,
its agencies or instrumentalities;
9. Deliver Securities owned by the Trust for delivery as
security in connection with any borrowings by the
Trust requiring a pledge of Trust assets, but only
against receipt of amounts borrowed;
10. Deliver Securities owned by the Trust upon receipt of
instructions from the Trust 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 Trust's
Prospectus, in satisfaction of requests by holders of
Shares for repurchase or redemption; and
11. Deliver Securities owned by the Trust 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
the Trust, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper
business purpose, and
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naming the person or persons to whom delivery of such
Securities shall be made.
(g) 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 Trust.
5. PURCHASE AND SALE OF INVESTMENTS OF THE TRUST.
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(a) Promptly after each purchase of Securities for the Trust, the Trust
shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, Written Instruction,
and (ii) with respect to each purchase of Money Market Securities,
either a Written or Oral Instruction, in either case specifying with
respect to each purchase: (1) the name of the issuer and the title of
the Securities; (2) the number of shares or the principal amount
purchased and accrued interest, if any; (3) the date of purchase and
settlement; (4) the purchase price per unit; (5) the total amount
payable upon such purchase; (6) the name of the person from whom or the
broker through whom the purchase was made, if any; (7) whether or not
such purchase is to be settled through the Book-Entry System or the
Depository; and (8) whether the Securities purchased are to be
deposited in the Book Entry System or the Depository. The Custodian
shall receive all Securities purchased by or for the Trust and upon
receipt of such Securities shall pay out of the moneys held for the
account of the Trust amount payable upon such purchase, provided that
the same conforms to the total amount payable as set forth in such
Written or Oral Instruction.
(b) Promptly after each sale of Securities of the Trust, the Trust
shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, Written Instruction,
and (ii) with respect to each sale of Money Market Securities, either
Written or Oral Instruction, in either case specifying with respect to
such sale: (1) the name of the issuer and the title of the Securities;
(2) the number of shares or principal amount sold, and accrued
interest, if any; (3) the date of sale; (4) the sale price per unit;
(5) the total amount payable to the Trust upon such sale; (6) the name
of the broker through whom or the person to whom the sale was made; and
(7) whether or not such sale is to be settled through the Book-Entry
System or the Depository. The Custodian shall deliver or cause to be
delivered the Securities to the broker or other person designated by
the Trust upon receipt of the total amount payable to the Trust upon
such sale, provided that the same conforms to the total amount payable
to the Trust as set forth in such Written or Oral Instruction. Subject
to the foregoing, the Custodian may accept payment in such form as
shall be satisfactory to it, and may deliver Securities and arrange
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for payment in accordance with the customs prevailing among dealers in
Securities.
6 LENDING OF SECURITIES.
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If the Trust is permitted by the terms of the Declaration of Trust and
as disclosed in its Prospectus to lend Securities, within 24 hours
after each loan of Securities, the Trust shall deliver to the Custodian
Written Instruction specifying with respect to each such loan: (1) the
name of the issuer and the title of the Securities; (2) the number of
shares or the principal amount loaned; (3) the date of loan and
delivery; (4) the total amount to be delivered to the Custodian, and
specifically allocated to the Trust against the loan of the Securities,
including the amount of cash collateral and the premium, if any,
separately identified; (5) the name of the broker, dealer or financial
institution to which the loan was made; and (6) whether the Securities
loaned are to be delivered through the Book-Entry System or the
Depository.
Promptly after each termination of a loan of Securities, the
Trust shall deliver to the Custodian Written Instruction specifying
with respect to each such loan termination and return of Securities:
(1) the name of the issuer and the title of the Securities to be
returned; (2) the number of shares or the principal amount to be
returned; (3) the date of termination; (4) the total amount to be
delivered by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said Written
Instructions); (5) the name of the broker, dealer or financial
institution from which the Securities will be returned; and (6) whether
such return is to be effected through the Book-Entry System or the
Depository. The Custodian shall receive all Securities returned from
the broker, dealer or financial institution to which such Securities
were loaned and upon receipt thereof shall pay, out of the moneys
specifically allocated to the Trust, the total amount payable upon such
return of Securities as set forth in such Written Instruction.
Securities returned to the Custodian shall be held as they were prior
to such loan.
7. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
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(a) The Trust shall furnish to the Custodian the resolution of the
Board of Trustees of the Trust certified by the Secretary (i)
authorizing the declaration of dividends with respect to the Trust on a
specified periodic basis and authorizing the Custodian to rely on Oral
or Written Instructions specifying the date of the declaration of such
dividend or 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
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Agent on the payment date, or (ii) setting forth the date of
declaration of any dividend or distribution by the Trust, 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 resolution, Oral
Instructions, or Written Instructions, as the case may be, the
Custodian shall pay out the moneys held for the account of the Trust
the total amount payable to the Transfer Agent of the Trust.
8. SALE AND REDEMPTION OF SHARES OF THE TRUST.
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(a) Whenever the Trust shall sell any Shares, the Trust shall deliver
or cause to be delivered to the Custodian 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.
(b) Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the account of the Trust.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 8, the Custodian shall pay, out of the
moneys specifically allocated and held for the account of the Trust,
all original issue or other taxes required to be paid in connection
with such issuance upon the receipt of a Certificate specifying the
amount to be paid.
(d) Except as provided hereafter, whenever any Shares of the Trust are
redeemed, the Trust shall cause the Transfer Agent to promptly furnish
to the Custodian Written Instruction, specifying:
1. The number of Shares redeemed; and
2. The amount to be paid for the Shares redeemed.
(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 out of the moneys specifically
allocated to and held for the account of the Trust of the total amount
specified in the Written Instruction issued pursuant to paragraph (d)
of this Section 8.
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(f) Notwithstanding the above provisions regarding the redemption of
Shares, whenever such Shares are redeemed pursuant to any check
redemption privilege which may from time to time be offered by the
Trust, the Custodian, unless otherwise instructed by a Written
Instruction shall, upon receipt of advice from the Trust or its agent
stating that the redemption is in good form for redemption in
accordance with the check redemption procedure, honor the check
presented as part of such check redemption privilege out of the moneys
specifically allocated to the Trust in such advice for such purpose.
9. INDEBTEDNESS.
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(a) The Trust will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Trust 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 Trust against delivery of a stated amount of
collateral. The Trust shall promptly deliver to the Custodian Written
Instruction 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 Trust, 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 Trust 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 the Book-Entry System
or the Depository; and (8) a statement that such loan is in conformance
with the 1940 Act and the Trust'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 or Oral Instructions. The Custodian may, at the
option of the lending bank, keep such collateral in its possession, but
such collateral shall be subject to all rights therein given the
lending bank by virtue of any promissory note or loan agreement. The
Custodian shall deliver as additional collateral in the manner directed
by the Trust from time to time such Securities as may be specified in
Written or Oral Instructions to collateralize further any transaction
described in this Section 9. The Trust shall cause all Securities
released from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to time such
return of collateral as may be tendered to it. In the event that the
Trust fails to specify in
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Written Instruction all of the information required by this Section 9,
the Custodian shall not be under any obligation to deliver any
Securities. Collateral returned to the Custodian shall be held
hereunder as it was prior to being used as collateral.
10. PERSONS HAVING ACCESS TO ASSETS OF THE TRUST.
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(a) No Trustee, officer, employee or agent of the Trust, and no
officer, director, employee or agent of the investment adviser, shall
have physical access to the assets of the Trust held by the Custodian
or be authorized or permitted to withdraw any investments of the Trust,
nor shall the Custodian deliver any assets of the Trust to any such
person. No officer, director, employee or agent of the Custodian who
holds any similar position with the Trust or the investment adviser
shall have access to the assets of the Trust.
(b) The individual employees of the Custodian duly authorized by the
Board of Directors of the Custodian to have access to the assets of the
Trust are listed in the certification annexed hereto as Appendix C. The
Custodian shall advise the Trust of any change in the individuals
authorized to have access to the assets of the Trust by written notice
to the Trust accompanied by a certified copy of the authorizing
resolution of the Custodian's Board of Directors approving such change.
(c) Nothing in this Section 10 shall prohibit any officer, employee or
agent of the Trust, or any officer, director, employee or agent of the
investment adviser, from giving Oral Instructions or Written
Instructions to the Custodian or executing a Certificate so long as it
does not result in delivery of or access to assets of the Trust
prohibited by paragraph (a) of this Section 10.
11. CONCERNING THE CUSTODIAN.
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(a) STANDARD OF CONDUCT. Except as otherwise provided herein, neither
the Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its actions or omission to act
or otherwise, except for any such loss or damage arising out of its own
negligence or willful misconduct. The Custodian may, with respect to
questions of law, apply for and obtain the advice and opinion of
counsel to the Trust or of its own counsel, at the expense of the
Trust, and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice or opinion.
The Custodian shall be liable to the Trust for any loss or damage
resulting from the use of the Book-Entry System or the Depository
arising by reason of any negligence, misfeasance or misconduct on the
part of the Custodian or any of its employees or agents.
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(b) LIMIT OF DUTIES. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for:
1. The validity of the issue of any Securities purchased
by the Trust, the legality of the purchase thereof,
or the propriety of the amount paid therefor;
2. The legality of the sale of any Securities by the
Trust, or the propriety of the amount for which the
same are sold;
3. The legality of the issue or sale of any Shares, or
the sufficiency of the amount to be received
therefor;
4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
5. The legality of the declaration or payment of any
dividend or other distribution of the Trust; and
6. The legality of any borrowing for temporary or
emergency administrative purposes.
(c) NO LIABILITY UNTIL RECEIPT. The Custodian shall not be liable for,
or considered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the payment of
money, received by it on behalf of the Trust until the Custodian
actually receives and collects such money directly or by the final
crediting of the account representing the Trust's interest in the
Book-Entry System or the Depository. The Custodian shall exercise
diligence appropriate to first class mutual fund custodians in pursuing
payment on any such instrument, or any dividend, interest or other
receivable of the Trust.
(d) AMOUNTS DUE FROM TRANSFER AGENT. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount due to the Trust from the Transfer Agent nor to take any action
to effect payment or distribution by the Transfer Agent of any amount
paid by the Custodian to the Transfer Agent in accordance with this
Agreement.
(e) COLLECTION WHERE PAYMENT REFUSED. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (a) it shall be directed to take such action by a
Certificate and (b) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such
action.
-13-
(f) APPOINTMENT OF AGENTS AND SUB-CUSTODIANS. The Custodian may
appointment one or more banking institutions, including but not limited
to banking or other qualified institutions located in foreign
countries, to act as Depository or Depositories or as Sub-Custodian or
as Sub-Custodians of Securities and moneys at any time owned by the
Trust, upon terms and conditions specified in a Certificate. The
Custodian shall use reasonable care in selecting a Depository and/or
Sub-Custodian located in a country other than the United States
("Foreign Sub-Custodian"), and shall oversee the maintenance of any
Securities or moneys of the Trust by any Foreign Sub-Custodian. Any
selection of and form of contract with a Foreign Custodian shall be
subject to approval by the Trust that such selection and contract are
consistent with the requirement of Rule 17f-5 (and Rule 17f-4, if
applicable) under the 1940 Act, and the Custodian shall provide the
Trust with such information and recommendations as may be reasonably
necessary as a basis for such approval.
(g) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Trust are such as may properly be
held by the Trust under the provisions of the Declaration of Trust and
Prospectus.
(h) COMPENSATION OF THE CUSTODIANS. The Custodian shall be entitled to
receive, and the Trust agrees to pay to the Custodian, such
compensation as may be agreed upon from time to time between the
Custodian and the Trust. The Custodian may charge against any moneys
specifically allocated to the Trust such compensation and any expenses
incurred by the Custodian in the performance of its duties pursuant to
such agreement. The Custodian shall also be entitled to charge against
any money held by it and specifically allocated to the Trust the amount
of any loss, damage, liability or expense incurred with respect to the
Trust, including counsel fees, for which it shall be entitled to
reimbursement under the provisions of this Agreement.
The expenses which the Custodian may charge against such
account include, but are not limited to, the expenses of Sub-Custodians
and foreign branches of the Custodian incurred in settling transactions
outside of Boston, Massachusetts or New York City, New York involving
the purchase and sale of Securities of the Trust.
(i) 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 the required number of
officers of the Trust. The Custodian shall be entitled to rely upon any
Written Instructions or Oral Instructions actually received by the
Custodian pursuant to the applicable Sections of this Agreement and
reasonably believed by the Custodian to be genuine and to be given by
an
-14-
Authorized Person. The Trust agrees to forward to the Custodian Written
Instructions from an Authorized Person confirming such Oral
Instructions in such manner so that such Written Instructions are
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business on the same day that such Oral
Instructions are given to the Custodian. The Trust agrees that the fact
that such confirming instructions are not received by the Custodian
shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Trust. The
Trust agrees that the Custodian shall incur no liability to the Trust
in acting upon Oral Instructions given to the Custodian hereunder
concerning such transactions provided such instructions reasonably
appear to have been received from a duly Authorized Person.
(j) INSPECTION OF BOOKS AND RECORDS. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Trust and by employees of the
Securities and Exchange Commission.
The Custodian shall provide the Trust with any report obtained
by the Custodian on the system of internal accounting control of the
Book-Entry System or the Depository and with such reports on its own
systems of internal accounting control as the Trust may reasonably
request from time to time.
12. TERM AND TERMINATION.
---------------------
(a) This Agreement shall become effective on the date first set forth
above and shall continue in effect thereafter from year to year unless
terminated pursuant to Section 12(b) of this Agreement.
(b) Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such
termination, which shall be not less than 120 days after the date of
receipt of such notice. In the event such notice is given by the Trust,
it shall be accompanied by a certified resolution of the Board of
Trustees of the Trust, electing to terminate this Agreement and
designating a successor custodian or custodians, which shall be a
person qualified to so act under the 1940 Act or undertaking to make
such designation at least 30 days prior to the termination date. In the
event such notice is given by the Custodian, the Trust shall, on or
before the termination date, deliver to the Custodian a certified
resolution of the Board of Trustees of the Trust, designating a
successor custodian or custodians. In the absence of such designation
by the Trust, the Custodian may designate a successor custodian, which
shall be a person qualified to so act under the ▇▇▇▇ ▇▇▇. If the Trust
fails to designate a successor custodian, the Trust shall upon the date
specified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities held
in the Book-Entry Systems which
-15-
cannot be delivered to the Trust) and moneys then owned by the Trust,
be deemed to be its own custodian and the Custodian shall thereby be
relieved of all duties and responsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the Book-Entry
System which cannot be delivered the Trust.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 12, this Agreement shall terminate to the extent specified in
such notice, and the Custodian shall upon receipt of a notice of
acceptance by the successor custodian on that date deliver directly to
the successor custodian all Securities and moneys then held by the
Custodian and specifically allocated to the Trust, after deducting all
fees, expenses and other amounts for the payment or reimbursement of
which it shall then be entitled with -respect to the Trust and
otherwise cooperate in the transfer of its duties and responsibilities
hereunder.
13. MISCELLANEOUS.
--------------
(a) Annexed hereto as Appendix A is a certification signed by the
Secretary of the Trust setting forth the names and the signatures of
the present Authorized Persons. The Trust agrees to furnish to the
Custodian a new certification in similar form in the event that any
such present Authorized Person ceases to be such an Authorized Person
or in the event that other or additional Authorized Persons are elected
or appointed. Until such new certification shall be received, the
Custodian shall be fully protected in acting under the provisions of
this Agreement upon Oral Instructions or signatures of the present
Authorized Persons as set forth in the last delivered certification.
(b) Annexed hereto as Appendix B is a certification signed by the
Secretary of the Trust setting forth the names and the signatures of
the present officers of the Trust. The Trust agrees to furnish to the
Custodian a new certification in similar form in the event any such
present officer ceases to be an officer of the Trust or in the event
that other or additional officers are elected or appointed. Until such
new certification shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement upon the
signatures of the officers as set forth in the last delivered
certification.
(c) The Custodian shall provide the Trust and/or its investment manager
such reports on securities and cash positions, transaction fails, aging
of receivables and other relevant data as the Trust or investment
manager may reasonably require and shall reconcile any differences with
the records of such pricing and bookkeeping agent. The Custodian will
also timely provide the Trust's pricing and bookkeeping agent with such
information in the Custodian's possession as the pricing and
bookkeeping agent may reasonably require.
-16-
(d) 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇
▇▇▇▇▇▇▇▇, or at such other place as the Custodian may from time to time
designate in writing.
(e) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Trust, shall be sufficiently given
if addressed to the Trust and mailed or delivered to it at its offices
at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn:
__________ or at such other place as the Trust may from time to time
designate in writing.
(f) This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality
as this Agreement, and as may be permitted or required by the ▇▇▇▇ ▇▇▇.
(g) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust
without the written consent of the Custodian, or by the Custodian
without the written consent of the Trust authorized or approved by a
resolution of the Board of Trustees of the Trust, and any attempted
assignment without such written consent shall be null and void.
(h) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.
[(i) It is expressly agreed to that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents, or employees of the Trust, personally, but
bind only the trust property of the Trust, as provided in the
Declaration of Trust of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed
by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind
only the trust property of the Trust as provided in its Declaration of
Trust.]
(j) 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.
(k) 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.
-17-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the day
and year first above written.
U.S. LARGE STOCK FUND
By:_______________________________________
Authorized Officer
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By:_______________________________________
Authorized Officer
-18-
APPENDIX A
----------
I, ________________, Secretary of U.S. Large Stock Fund, a Delaware
business trust (the "Trust"), do hereby certify that:
The following individuals have been duly authorized as Authorized
Persons to give Oral Instructions and Written Instructions on behalf of the
Trust and the signatures set forth opposite their respective names are their
true and correct signatures:
NAME SIGNATURE
---- ---------
------------------------------ -----------------------------
------------------------------ -----------------------------
------------------------------ -----------------------------
------------------------------ -----------------------------
------------------------------ -----------------------------
------------------------------ -----------------------------
------------------------------ -----------------------------
------------------------------ -----------------------------
______________, Secretary
-▇▇-
▇▇▇▇▇▇▇▇ ▇
----------
I, ________________, Secretary of U.S. Large Stock Fund, a Delaware
business trust (the "Trust"), do hereby certify that:
The following individuals serve in the following positions with the
Trust and each individual has been duly elected or appointed by the Board of
Trustees of the Trust to each such position and qualified therefor in conformity
with the Trust's Declaration of Trust and the signatures set forth opposite
their respective names are their true and correct signatures:
NAME POSITION SIGNATURE
---- -------- ---------
-------------------- -------------------- ------------------
-------------------- -------------------- ------------------
-------------------- -------------------- ------------------
-------------------- -------------------- ------------------
-------------------- -------------------- ------------------
-------------------- -------------------- ------------------
-------------------- -------------------- -----------------
_______________, ▇▇▇▇▇▇▇▇▇
-▇▇-
▇▇▇▇▇▇▇▇ ▇
----------
The following individuals are authorized by Boston Safe Deposit and
Trust company to have access to the assets of U.S. Large Stock Fund:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
S. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-21-
CUSTODY AGREEMENT
-----------------
FEE SCHEDULE
------------
SCHEDULE A
----------
U.S. Large Stock Fund (the "Trust") agrees to pay to Boston
Safe Deposit and Trust Company the following fees. Such fees to be calculated on
the daily net assets of the Trust.
I. DOMESTIC SAFEKEEPING FEE:
-------------------------
COMBINED ASSETS ANNUAL FEE RATE
--------------- ---------------
First $50 million .002
Next $100 million .000175
Next $100 million .000150
Excess .000100
II. TRANSACTION CHARGES
-------------------
Fee per non-depository $17.00
eligible securities
Fee per depository $10.00
eligible securities
Fee per mortgage-backed $10.00
securities paydown
Fee per option and futures $17.00
Fee per foreign transaction $27.00
Fee per issue per annum $12.00
Fee per short term security held $5.00
in the account for two
months or longer
III. CREDIT INCOME
-------------
Income Collection on Equities and Bonds Interest Income will be
credited in good funds on payable date plus one.
GNMAE will be credited in good funds on the fourth (4th) business day
after payable date. First month principle and interest payment into a
new pool will be credited on a when collected basis.
Variable Rate Bond Income will be credited upon receipt of good funds.
-22-
IV. SPECIAL SERVICES
----------------
Fee for activities of a non recurring nature such as portfolio
consolidation or reorganization, extraordinary shipments and the
preparation of special reports will be subject to negotiation.
-23-
CUSTODY AGREEMENT
-----------------
OUT-OF-POCKET EXPENSES
----------------------
SCHEDULE B
----------
Reimbursable out-of-pocket expenses will be added to each monthly
invoice and will include, but is not limited to, such customary items as
telephone, wire charges ($5.50 per wire) postage, insurance, pricing services,
courier services and duplicating charges.
-24-
SUPPLEMENT NO. 1 TO THE CUSTODY AND
ACCOUNTING SERVICES AGREEMENTS
Pursuant to Sections l.(h), 3.(b) and 13.(f) of the CUSTODY AGREEMENT
dated as of March 20, 1989 between ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ FUNDS TRUST (the "Trust")
and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), and pursuant to
Section 1 of the ACCOUNTING SERVICES AGREEMENT dated as of March 20, 1989
between the Trust and THE BOSTON COMPANY ADVISORS, INC. ("Boston Advisors")
(each of the Custody Agreement and the Accounting Services Agreement referred to
herein as the "Agreement"), the Trust hereby supplements each Agreement as
follows:
1. The parties to each Agreement hereby agree that the WPG Quantitative
Equity Fund (the "Portfolio"), a new portfolio series of the Trust, created and
designated in accordance with the Trust's Declaration of Trust, shall be
considered a "Portfolio" or "Fund" as defined under the terms of the respective
Agreements as of the date and year indicated below; and
2. With respect to the services rendered by Boston Advisors and the
Custodian to the Portfolio pursuant to the relative Agreement, the compensation
paid by the Trust for such services shall be as follows:
CUSTODY SERVICES
----------------
I. DOMESTIC SAFEKEEPING FEE:
COMBINED ASSETS ANNUAL FEE RATE
--------------- ---------------
First $50 million .002
Next $100 million .000175
Next $100 million .000150
Excess .000100
The foregoing fees shall be calculated on the daily net assets of the
combined Portfolios.
II. TRANSACTION CHARGES
--- -------------------
Fee per non-depository $17.00
eligible securities
Fee per depository $10.00
eligible securities
-25-
Fee per mortgage-backed $10.00
securities paydown
Fee per option and futures $17.00
Fee per foreign transaction $27.00
Fee per issue per annum $12.00
Fee per short term security held $5.00
in the account for two months
or longer
III. CREDIT INCOME
-------------
Income Collection on Equities and Bonds Interest Income will be
credited in good funds on payable date plus one.
GNMAE will be credited in good funds on the fourth (4th) business day
after payable date. First month principle and interest payment into a
new pool will be credited on a when collected basis.
Variable Rate Bond Income will be credited upon receipt of good funds.
IV. SPECIAL SERVICES
----------------
Fee for activities of a non recurring nature such as portfolio
consolidation or reorganization, extraordinary shipments and the
preparation of special reports will be subject to negotiation.
V. OUT-OF-POCKET EXPENSES
----------------------
Reimbursable out-of-pocket expenses will be added to each monthly
invoice and will include, but not be limited to, such customary items
as telephone, wire charges ($5.50 per wire) postage, insurance, pricing
services, courier services and duplicating charges.
FUND ACCOUNTING SERVICES
------------------------
I. CHARGES
-------
Year one or less than $50 million of .02% of the value of Portfolio's total
net assets net assets
Year two or at such time when aggregate .03% of the value of the Portfolio's
net assets equal or exceed $50 million total net assets
during year one
-26-
Year three and thereafter or at such .04% of the value of the Portfolio's
time when aggregate net assets total net assets
exceed $100 million during years
one or two
In each case, a year shall be calculated beginning with the
commencement of the Portfolio's operations.
II. OUT-OF-POCKET EXPENSES
----------------------
All reasonable out-of-pocket expenses to include, but not be limited
to, such items as telephone, wire charges, courier services, etc.
III. MINIMUM FEE
-----------
Year one or less than $50 million No minimum fee
of net assets $1,000 per month
Year two or at such time when
aggregate net assets equal or exceed
$50 million during year one
Year three and thereafter or at such $1,000 per month
time when aggregate net assets exceed
$100 million during years one or two
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
and year indicated below.
THE BOSTON COMPANY ADVISORS, BOSTON SAFE DEPOSIT
INC. AND TRUST COMPANY
By:__________________________________ By:_________________________________
Title:________________________________ Title:______________________________
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ FUNDS TRUST
By:________________________________
Title:______________________________
Dated: _______________, 1993
-27-