Exhibit 8(a)
THE ▇▇▇▇▇▇▇ FUNDS
WILMINGTON TRUST COMPANY
CUSTODY AGREEMENT
This Agreement is made as of the 18th day of August, 1995 between The
▇▇▇▇▇▇▇ Funds, a Delaware business trust (the "Trust"), having its principal
place of business in White Plains, New York, and Wilmington Trust Company, a
Delaware corporation (the "Custodian"), having its principal place of business
in Wilmington, Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company and offers for public sale one or more distinct series of shares of
beneficial interest ("Series"), par value $0.001 per share, each corresponding
to a distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in the
assets, subject to the liabilities allocated to that Series, and each Series
has a separate investment objective and policies;
WHEREAS, at the present time, the Trust anticipates that it will
establish multiple Series;
WHEREAS, the Trust desires to employ the Custodian to provide custody
services; and
WHEREAS, the Custodian is willing to furnish custody services to the
Trust with respect to the Fund(s) listed on Schedule A to this Agreement on
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties agree as
follows:
I. EMPLOYMENT OF CUSTODIAN; PROPERTY OF THE TRUST TO BE HELD BY THE
CUSTODIAN
The Trust hereby employs the Custodian as the custodian of its assets
pursuant to the provisions of the Agreement and Declaration of Trust. The
Trust agrees to deliver to the Custodian substantially all securities and cash
owned by it on behalf of each Series, and substantially all income, principal,
capital distributions or other payments received by it with respect to such
securities, and the cash consideration received for the issuance and sale of
shares of beneficial interest ("Shares") from time to time. The Custodian
will not be responsible for any property of the Trust not delivered to the
Custodian.
CUSTODYK.RTF
II. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE TRUST HELD BY THE
CUSTODIAN
A. HOLDING SECURITIES
The Custodian will hold, earmark and physically segregate for the
account of each Series all non-cash property, including all securities
owned by the Trust on behalf of the Series, other than securities
maintained pursuant to Article II, Section J hereof, in a clearing agency
which acts as a securities depository or in an authorized book-entry
system authorized by the U.S. Department of the Treasury, collectively
referred to herein as a "Securities System."
B. DELIVERY OF SECURITIES
The Custodian will deliver securities held by the Custodian or in a
Securities System account only upon receipt of proper instructions, which
may be continuing instructions, and only in the following cases:
1. Upon sale of such securities for the account of each Series and
receipt of payment therefor;
2. Upon receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Trust
with respect to any Series;
3. In the case of a sale effected through a Securities System, in
accordance with the provisions of Article II, Section J hereof;
4. To the depository agent in connection with tenders or other
similar offers for securities of each Series;
5. To the issuer thereof, or its agent, when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to
be delivered to the Custodian;
6. To the issuer thereof, or its agent for registration or re-
registration pursuant to the provisions of Article II, Section
C hereof; or for exchange for a different number of
certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such
case, the new securities are to be delivered to the Custodian;
7. To the broker selling such securities for examination in
accordance with the "street delivery" custom; provided that the
Custodian will maintain procedures to ensure prompt return to
the Custodian by the broker elects not to accept such
securities;
8. For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer or pursuant to provisions for
conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
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9. In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10. For delivery in connection with any loans of securities made by
the Trust on behalf of any Series, 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;
11. For delivery as security in connection with any borrowing by
the Trust on behalf of any Series requiring a pledge of assets
by the Trust on behalf of that Series against receipt of
amounts borrowed;
12. Upon receipt of instructions from the transfer agent for the
Trust (the "Transfer Agent") for delivery to such Transfer
Agent or to holders of Shares in connection with distributions
in-kind in satisfaction of requests by holders of Shares for
repurchase or redemption; and
13. For any other proper business purposes, but only upon receipt
of, in addition to proper instructions, a certified copy of a
resolution of the Board of Directors or Board of Trustees
signed by an officer of the Trust and certified by the
Secretary or an Assistant Secretary, specifying the securities
to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purposes to be proper
corporate purposes, and naming the persons to whom delivery of
such securities will be made.
C. REGISTRATION OF SECURITIES
Securities held by the Custodian (other than bearer securities) will
be registered in the name of the Trust on behalf of each Series, or in
the name of any nominee of the Trust, the Custodian or any Securities
System, or in the name or nominee name of any agent or sub-custodian
appointed pursuant to Article II, Section I hereof, provided that the
Custodian will maintain a mechanism for identifying all securities
belonging to each Series, wherever held or registered. All securities
accepted by the Custodian on behalf of the Trust for each Series
hereunder will be in "street name" or other good delivery form.
D. BANK ACCOUNTS
If requested by the Trust, the Custodian will open and maintain a
separate bank account or accounts in the name of the Trust, subject only
to draft or order by the Custodian acting pursuant to the terms of the
Agreement, and will hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of
each Series, other than cash maintained by the Trust in a bank account
established and used in accordance with Rule 17f-3 under the 1940 Act.
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E. PAYMENT FOR SHARES
The Custodian will receive from the distributor of the Shares of
each Series or from the Transfer Agent and deposited into each Series
custody account, payments received for Shares of such Series issued or
sold from time to time. The Custodian will provide timely notification
to the Trust and the Transfer Agent of any receipt by it of cash payments
for Shares of each Series.
F. COLLECTION OF INCOME AND OTHER PAYMENTS
The Custodian will collect on a timely basis all income and other
payments with respect to securities held hereunder to which the Trust and
each Series will be entitled by law or pursuant to custom in the
securities business, and will credit such income and other payments, as
collected, to each Series custody account.
G. PAYMENT OF TRUST MONEYS
Upon receipt of proper instructions, which may be continuing
instructions, the Custodian will pay out moneys of the Trust on behalf of
each Series in the following cases only:
1. Upon the purchase of securities for the account of each Series,
but only (a) against the delivery of such securities to the
Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified
under the 1940 Act to act as a custodian and has been
designated by the Trust or by the Custodian as its agent for
this purpose); (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth
in Article II, Section J hereof or; (c) in the case of
repurchase agreements entered into between the Trust on behalf
of each Series and the Custodian, or another bank, (i) against
delivery of securities either in certificate form or through an
entry crediting the Custodian's account at the Federal Reserve
Bank with such securities and with an indication on the books
of the Custodian that such securities are held for the benefit
of each Series, and (ii) against delivery of the receipt
evidencing purchase by the Trust on behalf of each Series of
securities owned by the Custodian or other bank along with
written evidence of the agreement by the Custodian or other
bank to repurchase such securities from the Trust;
2. In connection with conversion, exchange or surrender of
securities owned by the Trust on behalf of any Fund as set
forth in Article II, Section B hereof;
3. For the redemption or repurchase of Shares as set forth in
Article II, Section H hereof.
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4. For the payment of any expense or liability incurred by the
Trust with respect to each Series, including, but not limited
to, the following payments; interest, dividend disbursements,
taxes, trade association dues, advisory, administration,
accounting, transfer agent and legal fees, and operating
expenses allocated to the Trust or each Series whether or not
such expenses are to be in whole or part capitalized or treated
as deferred expenses;
5. For the payment of any dividend declared on behalf of each
Series pursuant to the governing documents of the Trust; and
6. For any other proper corporate or business purposes, but only
upon receipt of, in addition to proper instructions, a
certified copy of a resolution of the Board of Directors or
Board of Trustees of the Trust signed by an officer of the
Trust and certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person
or persons to whom such payment is to be made.
H. PAYMENTS FOR REPURCHASE OR REDEMPTIONS OF SHARES OF EACH SERIES
From such funds as may be available, the Custodian will, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares of each Series who have delivered to the
Transfer Agent a request for redemption repurchase of their Shares. In
connection with the redemption or repurchase of Shares, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire
funds to a commercial bank designated by the redeeming shareholders.
I. APPOINTMENT OF AGENTS
The Custodian may at any time in its discretion appoint, but only in
accordance with an applicable vote by the Board of Directors or Board of
Trustees of the Trust, any bank or trust company, which is qualified
under the 1940 Act to act as a custodian, as its agent or sub-custodian
to carry out such of the provisions of this Article II as the Custodian
may from time to time direct; provided that the appointment of any such
agent or sub-custodian will not relieve the Custodian of any of its
responsibilities or liabilities hereunder.
J. DEPOSIT OF TRUST ASSETS IN SECURITIES SYSTEMS
The Custodian may deposit and/or maintain securities owned by the
Trust on behalf of each Series in a clearing agency registered with the
Securities and Exchange Commission (the "SEC") under Section 17A of the
Securities Exchange Act of 1934, which acts as a securities depository,
or in the book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies (collectively referred to herein as
a "Securities System") in accordance with applicable Federal Reserve
Board and SEC rules and regulations, if any, and subject to the following
provisions:
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1. The Custodian may keep securities owned by the Trust on behalf
of each Series in a Securities System provided that such
securities are represented in an account ("Account") of the
Custodian in the Securities System which will not include any
assets of the Custodian other than assets held as a fiduciary,
custodian, or otherwise for customers;
2. The records of the Custodian with respect to securities owned
by the Trust on behalf of each Series which are maintained in a
Securities System will identify by book entry those securities
belonging to each Series;
3. The Custodian will pay for securities purchased for the account
of each Series upon (i) receipt of advice from the Securities
System that such securities have been transferred to the
Account, and (ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the account
of each Series. The Custodian will transfer securities sold
for the account of each Series upon (i) receipt of advice from
the Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such transfer and
payment for the account of each Series. The Custodian will
furnish the Trust a monthly account statement showing
confirmation of each transfer to or from the account of each
Series and each day's transactions in the Securities System for
the account of each Series;
4. The Custodian will have received the certificate required by
Article IX hereof;
5. The Custodian will provide the Trust with any report obtained
by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and
6. The Custodian will be liable to the Trust on behalf of any
Series for any direct loss or damage to the Trust on behalf of
any Series resulting from use of the Securities System to the
extent caused by the negligence, misfeasance or misconduct of
the Custodian or any of its agents or of any of its or their
employees. In no event will the Custodian be liable for any
indirect, special, consequential or punitive damages.
K. SEGREGATED ACCOUNTS FOR FUTURES COMMISSION MERCHANTS
The Custodian may enter into separate custodial agreement with
various Futures Commission Merchants ("FCM's") which the Trust uses (each
an "FCM agreement"), pursuant to which the Trust's margin deposits made
on behalf of each Series in certain transactions involving futures
contracts and options on futures contracts will be held by the Custodian
in accounts (each an "FCM account") subject to the disposition by the FCM
involved in such contracts in accordance with the customer contract
between FCM and the Trust ("FCM contract"), SEC rules governing such
segregated accounts, Commodities Futures Trading Commission ("CFTC")
rules and the rules of applicable securities or
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commodities exchanges. Such custodian agreements will only be entered
into upon receipt of written instructions from the Trust which state that
(a) an agreement between the FCM and the Trust has been entered into, and
(b) the Trust is in compliance with all the rules and regulations of the
CFTC. Transfers of initial margin will be made into an FCM account only
upon written instructions; transfers of premium and variation margin may
be made into an FCM account pursuant to oral instructions. Transfers of
funds from an FCM account to the FCM for which the Custodian holds such
an account may only occur upon certification by the FCM to the Custodian
that pursuant to the FCM agreement and the FCM contract, all conditions
precedent to its right to give the Custodian such instructions have been
satisfied.
L. OWNERSHIP CERTIFICATE FOR TAX PURPOSES
The Custodian will execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection with
receipt of income or other payments with respect to securities of each
Series held by it and in connection with transfers of securities of each
Series.
M. PROXIES
The Custodian will cause to be promptly executed by the registered
holder of such securities, if the securities are registered otherwise
than in the name of the Trust on behalf of each Series or a nominee of
the Trust, all proxies, without indication of the manner in which such
proxies are to be voted, and will promptly deliver to the Trust's
investment advisor for each Series (the "Advisor") such proxies, all
proxy soliciting materials and all notices relating to such securities.
N. COMMUNICATIONS RELATING TO TRUST SERIES SECURITIES
The Custodian will transmit promptly to the Advisor of that Fund all
written information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith) received by the Custodian from issuers of the securities being
held for each Series. With respect to tender or exchange offers, the
Custodian will transmit promptly to the Advisor all written information
received by the Custodian from issuers of the securities whose tender or
exchange is sought and from the party (or its agents) making the tender
or exchange offer. If the Advisor desires to take action with respect to
any tender offer, exchange offer or any other similar transactions, the
Advisor will notify the Custodian at least five business days prior to
the date on which the Custodian is to take such action.
O. PROPER INSTRUCTIONS
"Proper Instructions" as used herein mean a writing signed or
initialed by one or more person or persons in such manner as the Board of
Directors or Board of Trustees will have authorized from time to time.
Each writing will set forth the transaction involved, including a
specific statement of the purpose for which such action is requested.
Oral instructions will be considered proper instructions if the Custodian
reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The
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Trust will cause all oral instructions to be confirmed promptly in
writing. Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Directors or Board of
Trustees of the Trust accompanied by a detailed description of procedures
approved by the Board of Trustees or Board of Directors, proper
instructions may include communications effected directly between electro-
mechanical or electronic devices provided that the Board of Trustees or
Board of Directors and the Custodian are satisfied that such procedures
afford adequate safeguards for the assets of the Trust.
P. ACTIONS PERMITTED WITH EXPRESS AUTHORITY
The Custodian may, in its discretion, without express authority from
the Trust:
1. make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Agreement, provided that all such payments
will be accounted for to the Trust;
2. surrender securities in temporary form for securities in
definitive form;
3. endorse for collection, in the name of the Trust on behalf of
each Series, checks, drafts and other negotiable instruments;
and
4. in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property of
the Trust, except as otherwise directed by the Trust or the
Board of Directors or Board of Trustees of the Trust.
Q. EVIDENCE OF AUTHORITY
The Custodian will be protected in acting upon any instruction,
notice, request, consent, certificate or other instrument or paper
reasonably believed by it to be genuine and to have been properly
executed by or on behalf of the Trust. The Custodian may receive and
accept a certified copy of a vote of the Board of Directors or Board of
Trustees of the Trust as conclusive evidence (a) of the authority of any
person to act in accordance with such vote, or (b) of any determination
or of any action by the Board of Directors or Board of Trustees as
described in such vote, and such vote may be considered as in full force
and effect until receipt by the Custodian of written notice to the
contrary.
III. DUTIES OF CUSTODIAN WITH RESPECT TO BOOKS OF ACCOUNT
The Custodian will cooperate with and supply to the entity or entities
appointed to keep the books of account of the Trust such information in the
possession of the Custodian as is reasonably necessary to the maintenance of
the books of account of the Trust.
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IV. RECORDS
The Custodian will create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet
the obligations of the Trust under the 1940 Act, including, without
limitation, Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such
records will be property of the Trust and will at all times during the regular
business hours of the Custodian be open for inspection by duly authorized
officers, employees or agents of the Trust and employees and agents of the
SEC. The Custodian will, upon request, provide the Trust with a tabulation of
securities held by the Custodian on behalf of each Series, and will, upon
request, and for such compensation as will be agreed upon between the Trust
and the Custodian, include certificate numbers in such tabulations.
V. OPINION OF TRUST'S INDEPENDENT AUDITORS
The Custodian will take all reasonable action, as the Trust may from
time to time request, to obtain from year to year favorable opinions from the
Trust's independent accountants with respect to its activities hereunder in
connection with the preparation of the Trust's Form N-1A, Form N-SAR or other
annual or semiannual reports to the SEC and with respect to any other
requirements of the SEC.
VI. REPORTS TO TRUSTS BY AUDITORS
The Custodian will provide the Trust, at such time as the Trust may
reasonably request, with reports by its internal or independent auditors on
the accounting system, internal accounting controls and procedures for
safeguarding securities, including reports available on securities deposited
and/or maintained in a Securities System, relating to the services provided by
the Custodian under this Agreement. Such reports will be of sufficient scope
and in sufficient detail as may reasonably be required by the Trust to provide
reasonable assurance that any material inadequacies would be disclosed, will
state in detail material inadequacies disclosed by such examination, and if
there are no such inadequacies, will so state.
VII. COMPENSATION OF CUSTODIAN
For the normal services the Custodian provides under this Custody
Agreement, the Custodian will be entitled to reasonable compensation as agreed
to between the Trust and the Custodian from time to time. Until agreed
otherwise, the compensation will be as set forth on Schedule A attached hereto
and made part hereof, as such Schedule may be amended from time to time. The
fee set forth in Schedule A hereto is subject to an annual review and
adjustment process. In the event the Custodian provides any extraordinary
services hereunder, it will be entitled to additional reasonable compensation.
VIII. RESPONSIBILITY OF CUSTODIAN/INDEMNIFICATION
So long as and to the extent that it has exercised reasonable care, the
Custodian will not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement and will be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably believed
by it to be genuine and to be signed by the proper party or parties.
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The Custodian will be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Trust) on all matters, and will be without
liability for any action reasonably taken or omitted pursuant to such advice.
The Custodian will be held to the exercise of reasonable care in
carrying out the provisions of this Agreement but will be liable only for its
own negligent or bad faith acts or failures to act. The Trust will indemnify
the Custodian and hold it harmless from and against all claims, liabilities,
and expenses (including attorneys' fees) which the Custodian may suffer or
incur on account of being Custodian hereunder, except to the extent such
claims, liabilities and expenses are caused by the Custodian's own negligence
or bad faith. Notwithstanding the foregoing, nothing contained in this
paragraph is intended to nor will it be constructed to modify the standards of
care and responsibility set forth in Article II, Section I hereof with respect
to sub-custodians and in Article II, Section J(6) hereof with respect to the
Securities System.
If the Trust requires the Custodian to take any action, which involves
the payment of money or which may, in the reasonable opinion of the Custodian,
result in liability or expense to the Custodian or its nominee, the Trustee as
a prerequisite to requiring the Custodian to take such action, will provide
indemnity to the Custodian in an amount and form satisfactory to it.
IX. EFFECTIVE PERIOD; TERMINATION; AMENDMENT
This Agreement will become effective as of the date hereof, and unless
terminated as provided, will continue in force for one (1) year from the date
hereof and thereafter from year to year, provided continuance after the one
(1) year period is approved at least annually by either the vote of a majority
of the Board of Directors or Board of Trustees of the Trust or by the vote of
a majority of the outstanding voting securities of the Trust. As used in this
Article IX, the term "vote of a majority of the outstanding voting securities"
will have the meaning specified in the 1940 Act and the rules enacted
thereunder as now in effect or as hereafter amended. This Agreement may be
amended at any time only by written instrument signed by both parties. This
Agreement may be terminated at any time upon ninety (90) days' written notice
by either party; provided that the Trust will not amend or terminate the
Agreement in contravention of any applicable federal or state regulations, or
any provisions of the governing documents of the Trust, and further provided,
that the Trust may at any time by action of its Board of Directors or Board of
Trustees immediately terminate this Agreement in the event of the appointment
of a conservator or receiver for the Custodian by the applicable federal
regulator or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction. Upon
termination of this Agreement, the Trust will pay to the Custodian any fees
incurred as a result of the termination transfer of assets, and reimburse the
Custodian for all costs, expenses and disbursements that are due as of the
date of such termination.
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X. SUCCESSOR CUSTODIAN
If a successor custodian is appointed by the Board of Directors or Board
of Trustees of the trust, the Custodian will, upon termination, deliver to
such successor custodian at the office of the Custodian, duly endorsed and in
the form for transfer, all securities and other assets of the Trust held by it
hereunder. The Custodian will also deliver to such successor custodian copies
of such books and records relating to the Trust as the Trust and custodian may
mutually agree.
In the event that no written order designating a successor custodian or
certified copy of a vote for the Board of Directors will have been delivered
to the Custodian or on before the date when such termination will become
effective, then the Custodian will have the right to deliver to a bank or
trust company of its own selection, doing business in the state in which
either the principal place of business of the Trust or the Custodian is
located and having an aggregate capital, surplus, and undivided profits of not
less than $25,000,000, all securities, funds and other properties held by the
Custodian under this Agreement. Thereafter, such bank or trust company will
be the successor of the Custodian under this Agreement.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of vote referred to, or the
Board of Directors or Board of Trustees to appoint a successor custodian, the
Custodian will be entitled to fair compensation for its services during such
period as the Custodian and retain possession of such securities, funds and
other properties and the provisions of this Agreement relating to the duties
and obligations of the Custodian will remain in full force and effect.
XI. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Agreement, the Custodian and
the Trust may from time to time agree on such provisions interpretive of, or
in addition to, the provisions of this Agreement as may in their joint opinion
be consistent with the general tenor of this Agreement. Any such interpretive
or additional provisions will be in writing signed by both parties, provided
that no such interpretive or additional provisions will contravene any
applicable federal or state regulations or any provision of the governing
documents of the Trust. No interpretive or additional provisions made as
provided in the preceding sentence will be deemed to be an amendment of this
Agreement.
XII. CUSTODY ISSUES RELATING TO SHORT SALES
In connection with any Fund's activities relating to short sales of
securities, the parties to this Agreement may enter into agreements between
themselves and other parties, under which procedures and policies relating to
short-selling, and custody of the Funds' assets related to short-selling will
be determined.
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XIII. DELAWARE LAW TO APPLY
This Agreement will be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement will be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement will not be affected thereby. This Agreement will be binding
and will inure to the benefits of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on behalf of its duly authorized representative and
its seal to be hereunder affixed as of the date first written above.
[SEAL] THE ▇▇▇▇▇▇▇ FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chairman and President
[SEAL] WILMINGTON TRUST COMPANY
By: /s/ Lario ▇. ▇▇▇▇▇▇
Vice President
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SCHEDULE A
THE ▇▇▇▇▇▇▇ FINANCIAL ALERT FUND
FUND LISTING AND FEE SCHEDULE
FUND LISTING: THE ▇▇▇▇▇▇▇ FINANCIAL ALERT FUND
FEE SCHEDULE: For the services Custodian provides under this Custody
Agreement, the Fund listed above agrees to pay to the Custodian, a fee,
payable monthly, expressed as follows:
An annual fee based upon the [daily average/calendar month end] net asset
value as follows:
.02% on the first $50 million
.015% on the assets in excess of $50 million,
subject to a minimum fee of $500 per month,
plus, $12 per purchase, sale or maturity of a
portfolio security, except those requiring physical delivery,
which will be charged at $50 per purchase, sale or maturity,
plus, any out-of-pocket expenses.
The Fund will not be responsible to pay the Custodian for any transfer
fees associated with the Fund's acceptance and transfer of in-kind
securities into the Fund.
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