CUSTODY AGREEMENT
AGREEMENT dated as of , between [NAME OF FUND] (the "Trust"), a
Massachusetts business trust, having its principal office and place of business
at [ADDRESS], 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:
That for and in consideration of the mutual promises hereinafter set forth,
the Trust and the Custodian agree as follows:
. Definitions.
Whenever used in this Agreement or in any Schedules to this Agreement, the
following words and phrases, unless the context otherwise requires, shall
have the following meanings:
. "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.
. "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.
. "Certificate" shall mean any notice, instruction or other instrument in
writing, authorized or required by this Agreement to be given to the
Custodian, which is actually received by the Custodian and signed on behalf
of the Trust by any two Authorized Persons or any two officers thereof.
. "Declaration of Trust" shall mean the Declaration of Trust of the Trust
dated as the same may be amended from time to time.
. "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 of
successors and its nominee or nominees, in which the Custodian is hereby
specifically authorized to make deposits. The term "Depository" shall
further mean and include any other person to be named in a Certificate
authorized to act as a depository under the 1940 Act, its successor or
successors and its nominee or nominees.
. "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, and
repurchase and reverse repurchase agreements with respect to any of the
foregoing types of securities.
. "Oral Instructions" shall mean verbal instructions actually received by the
Custodian from a person reasonably believed by the Custodian to be an
Authorized Person.
. "Portfolio" refers to the [NAMES OF PORTFOLIOS] or any such other separate
and distinct portfolio as may from time to time be created and designated
by the Trust in accordance with the provisions of the Declaration of Trust.
. "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.
. "Shares" refers to the shares of beneficial interest of each Portfolio of
the Trust.
. "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 each Portfolio.
. "Transfer Agent" shall mean the person which performs the transfer agent,
dividend disbursing agent and shareholder servicing agent functions for the
Trust.
. "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.
. The "1940 Act" refers to the Investment Company Act of 1940, and the Rules
and Regulations thereunder, all as amended from time to time.
. Appointment of Custodian.
. The Trust hereby constitutes and appoints the Custodian as custodian of all
the Securities and monies at the time owned by or in the possession of the
Trust and specifically allocated to a Portfolio during the period of this
Agreement.
. The Custodian hereby accepts appointment as such custodian for each
Portfolio and agrees to perform the duties thereof as hereinafter set
forth.
. Compensation.
. 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 for the existing
Portfolios. 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.
. The parties hereto will agree upon the compensation for acting as custodian
for any Portfolio hereafter established and designated, and at the time
that the Custodian commences serving as such for said Portfolio, such
agreement shall be reflected in a Fee Schedule for that Portfolio, dated
and signed by an officer of each party hereto, which shall be attached to
Schedule A of this Agreement.
. 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 Officer of each party hereto.
. The Custodian will ▇▇▇▇ the Trust for each Portfolio as soon as practicable
after the end of each calendar month, and said ▇▇▇▇▇▇▇▇ will be detailed in
accordance with the Fee Schedule for each Portfolio. The Trust will
promptly pay to the Custodian the amount of such billing.
. Custody of Cash and Securities.
. Receipt and Holding of Assets. The Trust will deliver or cause to be
delivered to the Custodian all Securities and monies owned by it at any
time during the period of this Agreement and shall specify the Portfolio to
which the Securities and monies are to be specifically allocated. The
Custodian will not be responsible for such Securities and monies until
actually received by it. The Trust shall instruct the Custodian from time
to time in its sole discretion, by means of a Certificate, or, in
connection with the purchase or sale of Money Market Securities, by means
of Oral Instructions or a Certificate, as to the manner in which and in
what amounts Securities and monies of a Portfolio are to be deposited on
behalf of such Portfolio in the Book-Entry System or the Depository and
specifically allocated on the books of the Custodian to such Portfolio;
provided, however, that prior to the deposit of Securities of a Portfolio
in the Book-Entry System or the Depository, including a deposit in
connection with the settlement of a purchase or sale, the Custodian shall
have received a Certificate specifically approving such deposits by the
Custodian in the Book-Entry System or the Depository. Securities and monies
of the Trust deposited in the Book-Entry System or the Depository will be
represented in accounts which include only assets held by the Custodian for
customers, including but not limited to accounts in which the Custodian
acts in a fiduciary or representative capacity.
. Accounts and Disbursements. The Custodian shall establish and maintain a
separate account for each Portfolio and shall credit to the separate
account of each Portfolio all monies received by it for the account of such
Portfolio and shall disburse the same only:
. In payment for Securities purchased for such Portfolio, as provided in
Section 5 hereof;
. In payment of dividends or distributions with respect to the Shares of such
Portfolio, as provided in Section 7 hereof;
. In payment of original issue or other taxes with respect to the Shares of
such Portfolio, as provided in Section 8 hereof;
. In payment for Shares which have been redeemed by such Portfolio, as
provided in Section 8 hereof;
. Pursuant to Certificates, or with respect to Money Market Securities, Oral
Instructions or Certificates, setting forth the name of such Portfolio, 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
. In payment of fees and in reimbursement of the expenses and liabilities of
the Custodian attributable to such Portfolio, as provided in Section 13(h)
hereof.
. Confirmation and Statements. Promptly after the close of business on each
day, the Custodian shall furnish the Trust with confirmations and a summary
of all transfers to or from the account of each Portfolio during said day.
Where securities purchased by a Portfolio 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 be book entry or otherwise identify
the quantity of those securities belonging to such Portfolio. At least
monthly, the Custodian shall furnish the Trust with a detailed statement of
the Securities and monies held for each Portfolio under this Agreement.
. Registration of Securities and Physical Separation. All Securities held for
a Portfolio which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held by the
Custodian in that form; all other Securities held for a Portfolio may be
registered in the name of that Portfolio, in the name of any duly appointed
registered nominee of the Custodian as the Custodian may from time to time
determine, or in the name of the Book-Entry System or the Depository or
their successor or successors, or their nominee or nominees. The Trust
reserves the right to instruct the Custodian as to the method of
registration and safekeeping of the Securities of each Portfolio. The Trust
agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in
the name of its registered nominee or in the name of the Book-Entry System
or the Depository, any Securities which it may hold for the account of a
Portfolio and which may from time to time be registered in the name of a
Portfolio. The Custodian shall hold all such Securities specifically
allocated to a Portfolio which are not held in the Book-Entry System or the
Depository in a separate account for such Portfolio in the name of such
Portfolio physically segregated at all times from those of any other person
or persons.
. 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 a Portfolio in accordance with this Agreement:
. Collect all income due or payable;
. Present for payment and collect the amount payable upon all Securities
which may mature or be called, redeemed or retired, or otherwise become
payable;
. Surrender Securities in temporary form for definitive Securities;
. 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
. Hold directly, or through the Book-Entry System or the Depository with
respect to Securities therein deposited, for the account of each Portfolio
all rights and similar Securities issued with respect to any securities
held by the Custodian hereunder for each Portfolio.
. Delivery of Securities and Evidence of Authority. Upon receipt of a
Certificate and not otherwise, except for subparagraphs 5, 6, 7, and 9
which may be effected by Oral or Written Instructions and confirmed by
Certificates, the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
. Execute and deliver or cause to be executed and delivered to such persons
as may be designated in such Certificate proxies, consents, authorizations,
and any other instruments whereby the authority of the Trust as owner of
any Securities may be exercise;
. Deliver or cause to be delivered any Securities held for a Portfolio in
exchange for other Securities or case issued or paid in connection the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege.
. Deliver or cause to be delivered any Securities held for a Portfolio 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 each
Portfolio such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such delivery;
. Make or cause to be made such transfers or exchanges of the assets
specifically allocated to the separate account of a Portfolio and take such
other steps as shall be stated in said Certificate to be for the purpose of
effectuating any duly authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Trust;
. Deliver Securities owned by any Portfolio upon sale of such Securities for
the account of such Portfolio pursuant to Section 5;
. Deliver Securities owned by any Portfolio upon the receipt of payment in
connection with any repurchase agreement related to such Securities entered
into by such Portfolio;
. Deliver Securities owned by any Portfolio 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;
. Deliver Securities owned by any Portfolio for deliver in connection with
any loans of securities made by such Portfolio 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;
. Deliver Securities owned by any Portfolio for delivery as security in
connection with any borrowings by such Portfolio requiring a pledge of
Portfolio assets, but only against receipt of amounts borrowed;
. Deliver Securities owned by any Portfolio upon receipt of instructions from
such Portfolio for deliver 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
. Deliver Securities owned by any Portfolio 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 naming the person or persons to whom delivery of such
Securities shall be made.
. 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 a
Portfolio.
. Purchase and Sale of Investments of the Portfolios.
. Promptly after each purchase of Securities for a Portfolio, the Trust shall
deliver to the Custodian (i) with respect to each purchase of Securities
which are not Money Market Securities, a Certificate, and (ii) with respect
to each purchase of Money market Securities, either a Certificate or Oral
Instructions, in either case specifying with respect to each purchase: (1)
the name of the Portfolio to which such Securities are to be specifically
allocated; (2) the name of the issuer and the title of the Securities; (3)
the number of shares or the principal amount purchased and accrued
interest, if any; (4) the date of purchase and settlement; (5) the purchase
price per unit; (6) the total amount payable upon such purchase; (7) the
name of the person from whom or the broker through whom the purchase was
made, if any; (8) whether or not such purchase is to be settled through the
Book-Entry System or the Depository; and (9) whether the Securities
purchase by or for a Portfolio and upon receipt of such Securities shall
pay out of the monies held for the account of such Portfolio the total
amount payable upon such purchase, provided that the same conforms to the
total amount payable as set forth in such Certificate or Oral Instructions.
. Promptly after each sale of Securities of a Portfolio, the Trust shall
deliver to the Custodian (i) with respect to each sale of Securities which
are not Money Market Securities, a Certificate, and (ii) with respect to
each sale of Money Market Securities, either a Certificate or Oral
Instructions, in either case specifying with respect to such sale: (1) the
mane of the Portfolio to which the Securities sold were specifically
allocated; (2) the name of the issuer and the title of the Securities; (3)
the number of shares or principal amount sold, and accrued interest, if
any; (4) the date of sale; (5) the sale price per unit; (6) the total
amount payable to the Portfolio upon such sale; (7) the name of the broker
through whom or the person to whom the sale was made; and (8) whether or
not such sale is to be settled through the Book-Entry System or the
Depository. The Custodian shall deliver or cause to be delivered the
Securities to the broker or other person designated by the Trust upon
receipt of the total amount payable to such Portfolio upon such sale,
provided that the same conforms to the total amount payable to such
Portfolio as set forth in such Certificate or such Oral Instructions.
Subject to the foregoing, the Custodian may accept payment in such form as
shall be satisfactory to it, and may deliver Securities and arrange for
payment in accordance with the customs prevailing among dealers in
Securities.
. Lending of Securities.
If any Portfolio is permitted by the terms of the Declaration of Trust and
as disclosed in its Prospects to lend Securities specifically allocated to
that Portfolio, with 24 hours after each loan of Securities, the Trust
shall deliver to the Custodian Written Instructions specifying with respect
to each such loan: (a) the Portfolio to which the loaned Securities are
specifically allocated; (b) the name of the issuer and the title of the
Securities; (c) the number of shares or the principal amount loaned; (d)
the date of loan and deliver; (e) the total amount to be delivered to the
Custodian, and specifically allocated to such Portfolio against the loan of
the Securities, including the amount of cash collateral and the premium, if
any, separately identified; (f) the name of the broker, dealer or financial
institution to which the loan was made; and (g) whether the Securities
loaned are to be delivered through the Book-Entry System or the Depository.
Promptly after each termination of a loan of Securities specifically
allocated to a Portfolio, the Trust shall deliver to the Custodian Written
Instructions specifying with respect to each such loan termination and
return of Securities: (a) the name of the Portfolio to which such loaned
Securities are specifically allocated; (b) the name of the issuer and the
title of the Securities to be returned; (c) the number of shares or the
principal amount to be returned; (c) the number of shares or the principal
amount to be returned; (d) the date of termination; (e) the total amount to
be delivered by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said Written
Instructions); (f) the name of the broker, dealer or financial institution
from which the Securities will be returned; and (g) whether such return is
to be effected through the Book-Entry System or the Depository. The
Custodian shall receive all Securities returned from the broker, dealer or
financial institution to which such Securities were loaned and upon receipt
thereof shall pay, out of the monies specifically allocated to such
Portfolio, the total amount payable upon such return of Securities as set
forth in the Written Instructions. Securities returned to the Custodian
shall be held as they were prior to such loan.
. Payment of Dividends or Distributions.
. 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 a Portfolio 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 Agent on the payment date, or (ii) setting
forth the date of declaration of any dividend or distribution by a
Portfolio, 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.
. Upon the payment date specified in such resolution, Oral Instructions, or
Written Instructions, as the case may be, the Custodian shall pay out the
monies specifically allocated to and held for the account of the
appropriate Portfolio the total amount payable to the Transfer Agent of the
Trust.
. Sale and Redemption of Shares of the Portfolios.
. Whenever the Trust shall sell any Shares of a Portfolio, the Trust shall
deliver or cause to be delivered to the Custodian a Certificate duly
specifying:
. The name of the Portfolio whose Shares were sold;
. The number of Shares sold, trade date, and price; and
. The amount of money to be received by the Custodian for the sale of such
Shares and specifically allocated to such Portfolio.
The Custodian understands and agrees that the Certificate may be furnished
subsequent to the purchase of Shares of a Portfolio and that the
information contained therein will be derived from the sales of Shares of
such Portfolio as reported to the Trust by the Transfer Agent.
. Upon receipt of such money from the Transfer Agent, the Custodian shall
credit such money to the separate account of the Portfolio specified in
subparagraph (1) of paragraph (a) of this Section 8.
. Upon issuance of any Shares of a Portfolio in accordance with the foregoing
provisions of this Section 8, the Custodian shall pay, out of the monies
specifically allocated and held for the account of such Portfolio, 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.
. Except as provided hereafter, whenever any Shares of a Portfolio are
redeemed, the Trust shall cause the Transfer Agent to promptly furnish to
the Custodian Written Instructions, specifying:
. The name of the Portfolio whose Shares were redeemed;
. The number of Shares redeemed; and
. The amount to be paid for the Shares redeemed.
Any such Written Instructions shall be confirmed by a Certificate which the
Custodian understands and agrees may be furnished subsequent to the
redemption of Shares of a Portfolio. The Custodian further understands that
the information contained in such Certificate will be derived from the
redemption of Shares as reported to the Trust by the Transfer Agent.
. Upon receipt from the Transfer Agent of advice setting forth the number of
Shares of a Portfolio received by the Transfer Agent for redemption and
that such Shares are valid and in good form for redemption, the Custodian
shall make payment to the Transfer Agent out of the monies specifically
allocated to and held for the account of the Portfolio specified in
subparagraph (1) of paragraph (d) of this Section 8 of the total amount
specified in the Certificate issued pursuant to paragraph (d) of this
Section 8.
. 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 Certificate shall, upon receipt
of advice from the Trust or its agent stating that the redemption is in
good form for redemption in accordance with the check redemption procedure,
honor the check presented as part of such check redemption privilege out of
the monies specifically allocated to the Trust in such advice for such
purpose.
. Indebtedness.
. 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 or Oral Instructions stating with
respect to each such borrowing: (1) the name of the Portfolio for which the
borrowing is to be made; (2) the name of the bank; (3) the amount and terms
of the borrowing, which may be set forth by incorporating by reference an
attached promissory note, duly endorsed by the Trust, or other loan
agreement; (4) the time and date, if known, on which the loan is to be
entered into (the "borrowing date")' (5) the date on which the loan becomes
due and payable; (6) the total amount payable to the Trust for the separate
account of the Portfolio on the borrowing date; (7) the market value of
Securities to be delivered as collateral for such loan, including the name
of the issuer, the title and the number of shares or the principal amount
of any particular Securities; (8) whether the Custodian is to deliver such
collateral through the Book-Entry System or the Depository; and (9) a
statement that such loan is in conformance with the 1940 Act and the
Trust's Prospectus.
. Upon receipt of the Certificate 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 specifically
allocated to such Portfolio as may be specified in Written or Oral
Instructions to collateralized 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 time such return of collateral as may be tendered to it.
In the event that the Trust fails to specify in Written or Oral
Instructions 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.
. Affiliation Between Trust and Custodian.
It is understood that the Trustees, officers, employees, agents and
shareholders of the Trust, and the officers, directors, employees, agents
and shareholders of the Trust's investment adviser, are or may be
interested in the Custodian as directors, officers, employees, agents,
stockholders, or otherwise, and that the directors, officers, employees,
agents or stockholders of the Custodian may be interested in the Trust as
Trustees, officers, employees, agents, shareholders, or otherwise, of in
the Adviser as officers, directors, employees, agents, shareholders or
otherwise.
. Persons Having Access to Assets of the Portfolios.
. No Trustee, officer, employee or agent of the Trust, and no officer,
director, employee or agent of the 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 Adviser shall have access to the assets of the Trust.
. 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.
. Nothing in this Section 11 shall prohibit any officer, employee or agent of
the Trust, or any officer, director, employee or agent of the 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
11.
. Concerning the Custodian.
. 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 action 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.
. 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:
. The validity of the issue of any Securities purchased by any Portfolio, the
legality of the purchase thereof, or the propriety of the amount paid
therefor;
. The legality of the sale of any Securities by any Portfolio, or the
propriety of the amount for which the same are sold;
. The legality of the issue or sale of any Shares, or the sufficiency of the
amount to be received therefor;
. The legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor;
. The legality of the declaration or payment of any dividend or other
distribution of any Portfolio;
. The legality of any borrowing for temporary or emergency administrative
purposes.
. 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 any Portfolio 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.
. 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 any
Portfolio 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.
. 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.
. Appointment of Agents and Sub-Custodians. The Custodian may appoint one or
more banking institutions, including but not limited to banking
institutions located in foreign countries, to act as Depository or
Depositories or as Sub-Custodian or as Sub-Custodians of Securities and
monies at any time owned by any Portfolio, 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 monies of the Trust by any Foreign
Sub-Custodian.
. No Duty to Ascertain Authority. The Custodian shall not be under any duty
or obligation to ascertain whether any Securities at any time delivered to
or held by it for the Trust and specifically allocated to a Portfolio are
such as may properly be held by the Trust and specifically allocated to
such Portfolio under the provisions of the Declaration of Trust and the
Prospectus.
. 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 monies specifically allocated to a
Portfolio such compensation and any expenses incurred by the Custodian in
the performance of its duties pursuant to such agreement with respect to
such Portfolio. The Custodian shall also be entitled to charge against any
money held by it and specifically allocated to a Portfolio the amount of
any loss, damage, liability or expense incurred with respect to such
Portfolio, including counsel fees, for which it shall be entitled to
reimbursement under the provisions of this Agreement.
The expenses which the Custodian may charge against such account include,
but are not limited to, the expenses of Sub-Custodians and foreign branches
of the Custodian incurred in settling transactions outside of Boston,
Massachusetts or New York City, New York involving the purchase and sale of
Securities of any Portfolio.
. 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 two 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 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.
. 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.
. Terms and Transactions.
. This Agreement shall become effective on the date first set forth above
(the "Effective Date") and shall continue in effect thereafter as the
parties may mutually agree.
. Either of the parties hereto may terminate this Agreement with respect to
any Portfolio by giving to the other party a notice in writing specifying
the date of such termination, which shall be not less than 60 days after
the date of receipt of such notice. In the event such notice is given by
the Trust, it shall be accompanied by a certified resolution of the Board
of Trustees of the Trust, electing to terminate this Agreement with respect
to any Portfolio and designating a successor custodian or custodians, which
shall be a person qualified to so act under the 1940 Act. In the event such
notice is given by the Custodian, the Trust shall, on or before the
termination date, deliver to the Custodian a certified 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 for any Portfolio, 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 cannot be delivered to the Trust) and monies then owned by
such Portfolio, be deemed to be its own custodian and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities held in the
Book-Entry System which cannot be delivered to the Trust.
. Upon the date set forth in such notice under paragraph (b) of this Section
13, this Agreement shall terminate to the extent specified in such notice,
and the Custodian shall upon receipt of a notice of acceptance by the
successor custodian on that date deliver directly to the successor
custodian all Securities and monies then held by the Custodian and
specifically allocated to the Portfolio or Portfolios specified, after
deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled with respect to such
Portfolio or Portfolios.
. Miscellaneous.
. Annexed hereto as Appendix A is a certificate signed by two of the present
officers 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.
. Annexed hereto as Appendix B is a certification signed by two of the
present officers of the Trust setting forth the names and the signatures of
the present officers of the Trust. The Trust agrees to furnish to the
Custodian a new certification in similar form in the event any such present
officer ceases to be an officer of the Trust or in the event that other or
additional officers are elected or appointed. Until such new certification
shall be received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon the signature of the officers as set
forth in the last delivered certification.
. 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
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other place as the
Custodian may from time to time designate in writing.
. 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
[TRUST ADDRESS], or at such other place as the Trust may from time to time
designate in writing.
. 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 1940 Act.
. 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.
. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
. 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.
. 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 of effect.
. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the day
and year first above written.
[NAME OF TRUST]
By:___________________
Attest:
___________________
BOSTON SAFE DEPOSIT AND
TRUST COMPANY
By:___________________
Attest:
____________________
APPENDIX A
We, ________________, President and _________________, Secretary, of [NAME
OF TRUST], a Massachusetts 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 there respective names are their true and
correct signatures:
Name Signature
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
, President
____________________________
, Secretary
APPENDIX B - OFFICERS
I, ___________________, President and I, _____________, Secretary, of [NAME
OF TRUST], a Massachusetts 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 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
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
, President
____________________________
, Secretary