CUSTODIAN AGREEMENT
THIS AGREEMENT made as of this Monday day of October 9, 1995, between JWB
Aggressive Growth Fund, a Massachusetts business trust, with its principal place
of business at Honolulu, Hawaii (hereinafter called the "Fund"), and The First
National Bank of Boston, a national banking association with its principal place
of business in Boston, Massachusetts (hereinafter called the "Custodian").
WHEREAS, the Fund desires that its Securities and cash shall be hereafter
held and administered by Custodian as the Fund's agent pursuant to the terms
of this Agreement: and
WHEREAS, the Custodian provides services in the ordinary course of its
business which will meet the Fund's needs as provided for hereinafter;
NOW, THEREFORE, in consideration of the mutual promises herein made, the
Fund and the Custodian agree as follows:
Section 1. Definitions.
"Bank" shall mean a bank as defined in Sec. 2(a)5 of the Investment Company
Act of 1940.
"Securities" shall mean and include stocks, shares, bonds, debentures, notes,
money market instruments or other obligations and any certificates, receipts,
warrants or other instruments representing rights to receive, purchase, or
subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets. Unless otherwise indicated
herein, "Securities" shall mean both U. S. and "foreign securities", as that
term is defined in Sec. 17(f) of the Investment Company Act of 1940.
"Officers' Certificate" shall mean a request or directions in writing or
confirmation of oral requests or directions in writing signed in the name of
the Fund by any two of the Chairman of the Executive Committee, the President,
a Vice President, the Secretary, the Clerk or the Treasurer of the Corporation
or any other persons duly authorized to sign by the Board of Trustees or the
Executive Committee of the Fund.
Section 2. Custodian as Agent.
The Custodian is authorized to act under the terms of this Agreement as the
Fund's agent and shall be representing the Fund whenever acting within the
scope of the Agreement.
Section 3. Names, Titles and Signature of Fund's Officers.
An Officer of the Fund will certify to the Custodian the names, titles, and
signatures of those persons authorized to sign the Officers' Certificates, as
well as names of the Board of Trustees and the Executive Committee. Said
Officer, or his or her successor, will provide the Custodian with any changes
which may occur from time to time.
The Custodian is authorized to rely and act upon written and manually signed
instructions of any person or persons (if more than one, so indicated) named in
a separate list listing separately those persons who may authorize the
withdrawal of any portion of the cash or Securities which will be furnished
from time to time signed by Officers of Fund and certified by its Secretary or
an Assistant Secretary, ("Authorized Persons"). The Fund will provide the
Custodian with authenticated specimen signatures of Authorized Persons.
40 Act Custody and Fund Accounting
Revised 7/95
The Custodian is further authorized to rely upon any instructions received by
any other means and identified as having been given or authorized by any
Authorized Person; regardless of whether such instructions shall in fact have
been authorized or given by any such persons; provided, that,
(a) the Custodian and the Fund shall have previously agreed in writing upon
the means of transmission and the method of identification for such
instructions;
(b) the Custodian has not been notified by the Fund to cease to recognize
such means and methods, and
(c) such means and methods have in fact been used.
If the Fund should so choose to have dial-up or other means of direct access to
the Custodian's accounting system for Securities in custodial accounts, the
Custodian is also authorized to rely and act upon any instructions received by
the Custodian through the terminal device, regardless of whether such
instructions shall in fact have been given or authorized by the Fund provided
that such instructions are accompanied by passwords which have been mutually
agreed to in writing by the Custodian and the Fund and the Custodian has not
been notified by the Corporation to cease recognizing such passwords.
Where dial-up or other direct means of access to the Custodian's accounting
system for cash or Securities is utilized, the Fund agrees to indemnify the
Custodian and hold it harmless from and against any and all liabilities,
losses, damages, costs, reasonable counsel fees, and other reasonable expenses
of every nature suffered or incurred by the Custodian by reason of or in
connection with the improper use, unauthorized use and misuse by the Fund or
its employees of any terminal device with access to the Custodian's accounting
system for Securities in Custodial Accounts, unless such losses, damages, etc.,
result from grossly negligent or wrongful acts of the Custodian, its employees
or agents.
Section 4. Receipt and Disbursement of Money.
A. The Custodian shall open and maintain the Account, subject to debit only by
a draft or order by the Custodian acting pursuant to the terms of this
Agreement. The Custodian shall hold in the Account, subject to the
provisions hereof, all cash received by it from or for the account of the
Fund.
1. The Custodian shall make payment of cash to the Account or shall debit the
Account only
(a) for the purchase of Securities for the portfolio of the Fund upon the
delivery of such Securities to the Custodian, registered in the name of
the Fund or of the nominee of the Custodian referred to in Section 8
below;
(b) for payments in connection with the conversion, exchange or surrender
of Securities owned or subscribed to by the Fund held by or to be
delivered to the Custodian;
(c) for payments in connection with the return of the cash collateral
received in connection with Securities loaned by the Fund;
(d) for payments in connection with futures contracts positions held by the
Fund;
(e) for payments of interest, dividends, taxes and in connection with
rights offerings; or
(f) for other proper Fund purposes.
All Securities accepted in connection with the purchase of such
Securities, if (a) usual in the course of local market practice or (b)
specifically required in instructions from the Fund, shall be
accompanied by payment of, or a "due xxxx" for, any dividends, interest
or other distributions of the issue due the purchaser.
2. Except as hereinafter provided, the Custodian shall make any payment for
which it receives direction from an Authorized Person so long as such
direction (i) is (a) in writing (or is a facsimile transmission of a
written direction), (b) electronically transmitted to the Custodian as
provided in Section 3 or (c) when written or electronic directions cannot
reasonably be given within the relevant time period, orally when the person
giving such direction assures the Custodian that the directions will be
confirmed in writing by an Authorized Persons within twenty-four (24) hours
and (ii) states that such payment is for a purpose permitted under the
terms of this subsection.
3. All funds received by the Custodian in connection with the sale, transfer,
exchange or loan of Securities will be credited to the Account in
immediately available funds as soon as reasonably possible on the date such
received funds are immediately available. Payments for purchase of
Securities for the Account made in immediately available funds will be
charged against the Account on the day of delivery of such Securities and
all other payments will be charged on the business day after the day of
delivery.
A. The Custodian is hereby authorized and required to (a) collect on a timely
basis all income and other payments with respect to Securities held
hereunder to which the Fund shall be entitled either by law or pursuant to
custom in the securities business, and to credit such income to the
Account, (b) detach and present for payment all coupons and other income
items requiring presentation as and when they become due, (c) collect
interest when due on Securities held hereunder, and (d) endorse and collect
all checks, drafts or other orders for the payment of money received by the
Custodian for the account of the Fund.
B. If the Custodian agrees to advance cash or Securities of the Custodian for
delivery on behalf of the Fund to a third party, any property received by
the Custodian on behalf of the Fund in respect of such delivery shall serve
as security for the Fund's obligation to repay such advance until such time
as such advance is repaid, and, in the case where such advance is extended
for the purchase of Securities which constitute "margin stock" under
Regulation U of the Board of Governors of the Federal Reserve System, such
additional Securities of the Fund, as shall be necessary for the Custodian,
in the Custodian's reasonable determination, to be in compliance with such
Regulation U also shall constitute security for the Fund's obligation to
repay such advance. The Fund hereby grants the Custodian a security
interest in such property of the Fund to secure such advance and agrees to
repay such advance promptly without demand from the Custodian (and in any
event, as soon as reasonably practicable following any demand by the
Custodian), unless otherwise agreed by both parties. Should the Fund fail
to repay such advance as required, the Custodian shall be entitled
immediately to apply such security to the extent necessary to obtain
repayment of the advance, subject, in the case of Fund failure to make
prompt repayment without demand, to prior notice to the Fund.
Section 5. Receipt of Securities.
The Custodian shall hold in the Account, segregated at all times from those of
any other persons, firms or corporations, pursuant to the provisions hereof,
all Securities received by it from or for the account of the Fund. All such
Securities are to be held or disposed of by the Custodian for, and subject at
all times to the instructions of, the Fund pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any of the Securities and cash,
except pursuant to the directive of the Fund and only for the account of the
Fund as set forth in Section 7 of this Agreement.
The Custodian and its agents (including foreign subcustodians) may make
arrangements with Depository Trust Fund ("DTC") and other foreign or domestic
depositories or clearing agencies, including the Federal Reserve Bank and any
foreign depository or clearing agency, whereby certain Securities may be
deposited for the purpose of allowing transactions to be made by bookkeeping
entry without physical delivery of such Securities, subject to such
restrictions as may be agreed upon by the Custodian and the Fund. The Custodian
shall immediately commence procedures to replace Securities lost due to
robbery, burglary or theft while such Securities are within its control or that
of its agents or employees upon discovery of such loss.
Section 6. Foreign Subcustodians and Other Agents.
(a) In the event the Custodian places Securities, pursuant to this Agreement,
with any foreign subcustodian, the Custodian agrees that it shall place
such Securities only with those foreign subcustodians which either satisfy
the requirements of "eligible foreign custodian" under Section l7(f) of
the U. S. Investment Company Act of 1940, or with respect to which
exemptive relief has been granted by the U. S. Securities and Exchange
Commission from the requirements of Section l7(f).
The Custodian agrees further that in placing Securities with any such
foreign subcustodian, it will enter into a written subcustodian agreement
which shall provide that: (i) the Custodian will be adequately indemnified
and the Securities so placed adequately insured in the event of loss, as
provided in part (b) of this section; (ii) the Securities will not be
subject to any right, charge, security interest, lien or claim of any kind
in favor of the foreign subcustodian or its creditors (except any claim
for payment for the services provided by such subcustodian and any related
expenses; provided, however that the Custodian shall use its best efforts
promptly to release any such right, charge, security interest, lien or
claim on the assets, except to the extent such right, charge, security
interest, lien or claim arises with respect to a special request or
requirement by the Fund for services the cost of which and the expenses
incurred in connection with which the Fund has not paid or has declined to
pay, it being agreed and understood that, in the ordinary course, all
payments for usual and routine services rendered and expenses incurred by
a subcustodian shall be the obligation of the Custodian); (iii) beneficial
ownership of the Securities will be freely transferable without payment of
money or value other than for safe custody or administration; (iv)
adequate records will be maintained identifying the Securities as
belonging to the Fund; (v) the Custodian's independent public accountants
will be given access to those records or the confirmation of the contents
of those records; and (vi) the Custodian will receive periodic reports
with respect to the safekeeping of the Securities, including, but not
necessarily limited to, notification of any transfer to or from the
Account.
(b) In addition to the indemnities included in Section 13 hereof, the
Custodian agrees to indemnify and hold harmless the Fund from any and all
loss or damage incurred or suffered by the Fund as a result of placement
by the Custodian of Securities with a foreign subcustodian hereunder, to
the extent the Custodian receives indemnification from such foreign
subcustodian pursuant to part (a)(i) of this section.
(c) With respect to any Securities to be placed with foreign subcustodians
pursuant to this section, the Custodian represents and warrants that
during the term of this Agreement it will carry Bankers Blanket Bond or
similar insurance for losses incurred as a result of such sub-custodial
arrangements.
(d) The Fund authorizes the Custodian to release any and all information
regarding Securities placed with foreign subcustodians hereunder as may be
required by court order of a court of competent jurisdiction.
Section 7. Transfer, Exchange and Redelivery of Securities.
The Custodian (or a subcustodian or any other agent of the Custodian) shall
have sole power to release or deliver any Securities of the Fund held by the
Custodian (or such subcustodian or agent) pursuant to this Agreement. The
Custodian agrees (and will obtain an undertaking from each subcustodian or
other agent) that Securities held by the Custodian (or by a subcustodian or
other agent of the Custodian) will be transferred, exchanged or delivered only
(a) for sales of Securities for the account of the Fund in accordance with
(i) "New York Street Practice", (ii) predominant established practice in
the relevant local market, or (iii) specific instructions from the Fund;
or
(b) when Securities are called, redeemed or retired or otherwise become
payable;
(c) for examination by any broker selling any such Securities in accordance
with "street delivery" custom or other relevant local market practice;
(d) in exchange for or upon conversion into other Securities whether pursuant
to any plan of merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;
(e) upon conversion of such Securities pursuant to their terms into other
Securities;
(f) upon exercise of subscription, purchase or other similar rights
represented by such Securities pursuant to their terms;
(g) for the purpose of exchanging interim receipts or temporary Securities
for definitive Securities;
(h) for the purpose of tendering Securities;
(i) for the purpose of delivering Securities lent by the Fund;
(j) for the purpose of delivering collateral upon redelivery of Securities
lent or for purposes of delivering excess collateral; or
(k) for other proper Fund purposes.
As to any deliveries made by Custodian pursuant to items (b), (d), (e), (f),
(g), (i), (j) and (k), Securities in exchange therefor shall be deliverable to
the Custodian (or a subcustodian or other agent of the Custodian). The
Custodian may rely upon any written, electronic or oral instructions or an
Officers' Certificate relating thereto as provided for in Sections 3 and 4
above.
Section 8. The Custodian's Acts Without Instructions.
Unless and until the Custodian receives instructions to the contrary, the
Custodian (or a subcustodian or other agent of the Custodian) shall:
(a) present for payment all coupons and other income items held by it for the
account of the Fund which call for payment upon presentation and hold the
cash received by it upon such payment in the Account;
(b) collect interest and cash dividends and other distributions, provide
notice to the Fund of receipts, and deposit to the Account;
(c) hold for the account of the Fund all stock dividends, rights and similar
Securities issued with respect to any Securities held by the Custodian
under the terms of this Agreement;
(d) execute as agent on behalf of the Fund all necessary ownership
certificates required by the Internal Revenue Code or the Income Tax
Regulations of the United States Treasury Department, the laws of any
State or territory of the United States, or, in the case of Securities
held through foreign subcustodians, the laws of the jurisdiction in which
such Securities are held, now or hereafter in effect, inserting the Fund's
name on such certificates as the owner of the Securities covered thereby,
to the extent it may lawfully do so;
(e) use its best efforts, in cooperation with the Fund, to file such forms,
certificates and other documents as may be required to comply with all
applicable laws and regulations relating to withholding taxation
applicable to the Securities; and
(f) use its best efforts to assist the Fund in obtaining any refund of local
taxes to which the Fund may have a reasonable claim.
The Fund agrees to furnish to the Custodian such information and to execute
such forms and other documents as the Custodian may reasonably request or as
otherwise may be reasonably necessary in connection with the Custodian's
performance of its obligations under clauses (e) and (f).
Section 9. Registration of Securities.
Except as otherwise directed by an Officers' Certificate, the Custodian shall
register all Securities, except such as are in bearer form, in the name of the
Fund ora registered nominee of the Fund or a registered nominee of the
Custodian or a subcustodian. Securities deposited with DTC or a foreign
securities depository permitted under Section 5 may be registered in the
nominee name of DTC or such foreign securities depository. The Custodian shall
execute and deliver all such certificates in connection therewith as may be
required by the applicable provisions of the Internal Revenue Code, the laws of
any State or territory of the United States, or, in the case of Securities
placed with foreign subcustodians, the laws of the jurisdiction in which such
Securities are held. The Custodian shall maintain such books and records as may
be necessary to identify the specific Securities held by it hereunder at all
times.
The Fund shall from time to time furnish the Custodian appropriate instruments
to enable the Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee, any Securities which it may
hold for the account of the Fund and which may from time to time be registered
in the name of the Fund.
Section 10. Voting and Other Action.
Neither the Custodian nor any nominee of the Custodian or of DTC shall vote any
of the Securities held hereunder by or for the account of the Fund except in
accordance with the instructions contained in an Officers' Certificate.
The Custodian shall deliver or have delivered to the Fund all notices, proxies
and proxy soliciting materials with relation to such Securities, such proxies
to be executed by the registered holder of such Securities (if registered
otherwise than in the name of the Fund), but without indicating the manner in
which such proxies are to be voted.
With respect to Securities deposited with DTC or any other depository,
including a foreign subcustodian, as provided for in Section 6 hereof, where
such Securities may be registered in the nominee name of DTC, or other such
depository the Custodian shall request that the nominee shall not vote any of
such deposited Securities or execute any proxy to vote thereon or give any
consent or take any other action with respect thereto unless instructed to do
so by the Custodian following receipt by the Custodian of an Officers'
Certificate.
Section 11. Transfer Tax and Other Disbursements.
The Fund shall pay or reimburse the Custodian from time to time for any
transfer taxes payable upon transfers of Securities made hereunder and for all
other necessary and proper disbursements and expenses made or incurred by the
Custodian in the performance of this Agreement, as required by U.S. law or the
laws of the jurisdiction in which the Securities are held, as the case may be.
The Custodian shall execute and deliver such certificates in connection with
Securities delivered to it or by it under this Agreement as may be required
under the laws of any jurisdiction to exempt from taxation any exemptible
transfers and/or deliveries of any such Securities.
Section 12. Compensation and the Custodian's Expenses.
The Custodian shall be paid as compensation for its services pursuant to this
Agreement such compensation as may from time to time be agreed upon in writing
between the two parties.
Section 13. Indemnification.
The Fund agrees to indemnify and hold harmless the Custodian and its employees,
agents and nominee from all taxes, charges, expenses, assessments, claims and
liabilities (including attorneys' fees) incurred or assessed against them in
connection with the performance of the Agreement, except such as may arise from
their own grossly negligent action, negligent failure to act or willful
misconduct. The Custodian agrees to indemnify and hold harmless the Fund and
its trustees, officers, employees, and agents from all taxes, charges,
expenses, assessments, claims and liabilities (including attorneys fees)
incurred or assessed against the Fund in connection with the performance of the
Agreement, which may arise from grossly negligent action, grossly negligent
failure to act or willful misconduct on the part of the Custodian. In the event
of any advance of cash for any purpose made by the Custodian resulting from
orders or instructions of the Fund, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own grossly negligent
action, grossly negligent failure to act or willful misconduct, any property at
any time held for the account of the Fund shall be security therefor.
Within a reasonable time after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party, notify in writing the
indemnifying party of the commencement thereof; and the omission so to notify
the indemnifying party will not relieve it from any liability hereunder as to
the particular item for which indemnification is then being sought, unless such
omission is a result of the failure to exercise reasonable care on the part of
the indemnified party, in case any such action is brought against an
indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
assume the defense thereof, with counsel who shall be to the reasonable
satisfaction of such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of
investigation. Any such indemnifying party shall not be liable to any such
indemnified party on account of any settlement of any claim or action effected
without the consent of such indemnifying party.
Section 14. Maintenance of Records.
The Custodian will maintain records with respect to the Funds, including
general ledgers, portfolio ledgers, subsidiary ledgers, if any, appropriate
journals or other records reflecting (i) Securities maintained in the portfolio
of a Fund, (ii) Securities borrowed, loaned or collateralizing obligations of a
Fund, (iii) monies borrowed and monies loaned (together with a record of the
collateral thereto and substitutions of such collateral), (iv) dividends and
interest received, and (v) dividends receivable and insert accrued, in
compliance with the rules and regulations of the Investment Company Act of
1940, as amended, where applicable.
Section 15. Reports by the Custodian.
The Custodian will furnish to the Fund at the end of every month, and at the
close of each quarter of a Fund's fiscal year, a list of the portfolio
Securities and the aggregate amount of cash in each Fund and will assist in the
preparation of the financial data for the N-SAR annual report to be filed on
behalf of a Fund.
The Custodian shall furnish the Fund with such other reports concerning
transactions in the Account and/or the Securities as may be agreed upon from
time to time. The books and records of the Custodian pertaining to its actions
under this Agreement shall be kept and preserved by the Custodian in the manner
and, in accordance with applicable rules and regulations under the Investment
Company Act of 1940, and shall be open to inspection and audit at reasonable
times and upon reasonable notice to the Custodian, by officers of an auditors
employed by the Fund (and such other persons as the Fund may designate from
time to time). All such books and records shall be the property of the Fund and
the Custodian shall forthwith upon the Fund's request, turn over to the Fund
and cease to retain in its files, records and documents created and maintained
by the Custodian pursuant to this Agreement, which are no longer needed by the
Custodian in performance of its services or for its protection.
Section 16. Fund Valuation.
The Custodian shall, for each Fund compute and, unless otherwise directed by
the Fund, determine as of the close of business on the New York Stock Exchange
on each day on which said Exchange is open for unrestricted trading and as of
such other hours, if any, as may be directed by the Fund, the net asset value
and public offering price of a share of capital stock of such Fund, such
determination to be made in accordance with the instructions received by the
Custodian from the Fund, and the Custodian shall promptly notify the Fund of
the results of such computation and determination, and shall report such
results to NASDAQ via the Custodian's NASDAQ Level II Terminal. In computing
the net asset value for a Fund, the Custodian may rely in good faith upon
information furnished to it by any Authorized Person in respect of (i) the
manner of accrual of the liabilities of a Fund and in respect of liabilities of
a Fund not appearing on its books of account kept by the Custodian, (ii)
reserves, if any, authorized by a Fund, or that no reserves have been
authorized, (iii) the source of the quotations to be used in computing the net
asset value of a Fund, (iv) the value to be assigned to any Security for which
no price quotations are available, and (v) the method of computation of the
public offering price on the basis of the net asset value of the shares of a
Fund, and the Custodian shall not be responsible for any loss occasioned by
such reliance.
Section 17. Termination and Assignment.
This agreement may be terminated by the Fund or the Custodian, immediately upon
written notice from the Fund or the Custodian, as applicable, to the other
party, if the other party fails materially to perform its obligations
hereunder, and may otherwise be terminated by the Fund or by the Custodian on
ninety (90) days' notice, given in writing and sent by registered mail to the
Custodian or the Fund as the case may be. Upon termination of this Agreement,
the Custodian shall deliver the Securities and cash in the account of the Fund
to such entity as is designated in writing by the Fund and in the absence of
such a designation may, but shall not be obligated to, deliver them to a bank
or trust company of the Custodian's own selection having an aggregate capital,
surplus and undivided profits as shown by its last published report of not less
than 50 million dollars ($50,000,000), the Securities and cash to be held by
such bank or trust company for the benefit of the Fund under terms similar to
those of this Agreement and the Fund to be obligated to pay to such transferee
the then current rates of such transferee for services rendered by it;
provided, however, that the Custodian may decline to transfer such amount of
such Securities equivalent to all fees and other sums owing by the Fund to the
Custodian, and the Custodian shall have a charge against and security interest
in such amount until all monies owing to it have been paid, or escrowed to its
satisfaction.
This Agreement may not be assigned by the Custodian without the consent of the
Fund, authorized or approved by a resolution of the Fund's Board of Trustees.
Section 18. Force Majeure.
The Custodian shall not be liable or accountable for any loss or damage
resulting from any condition or event beyond its reasonable control; provided,
however, that the Custodian shall promptly use its best efforts to mitigate any
such loss or damage to the Fund as a result of any such condition or event. For
the purposes of the foregoing, the actions or inactions of the Custodian's
subcustodians and other agents shall not be deemed to be beyond the reasonable
control of the Custodian. In connection with the foregoing, the Custodian
agrees (and agrees that it will use its best efforts to obtain the undertaking
of its subcustodians and other agents to the effect) that the Custodian (and/or
such subcustodian or agent) shall maintain such alternate power sources for
computer and related systems and alternate channels for electronic
communication with such computers and related systems that the failure of the
primary power source and/or communications channel of the Custodian (and/or its
subcustodians or other agents) will not foreseeabley result in any loss or
damage to the Fund.
Section 19. Third Parties.
This Agreement shall be binding upon and the benefits hereof shall inure to the
parties hereto and their respective successors and assigns. However, nothing in
this Agreement shall give or be construed to give or confer upon any third
party any rights hereunder.
Section 20. Amendments.
The terms of this Agreement shall not be waived, altered, modified, amended,
supplemented or terminated in any manner whatsoever, except by written
instrument signed by both of the parties hereto.
Section 21. Governing Law.
This Agreement shall be governed and construed in accordance with the laws of
The Commonwealth of Massachusetts.
Section 22. Counterparts.
This agreement may be executed in several counterparts, each of which is an
original.
Section 23. Notices.
All notices provided for herein shall be in writing and shall become effective
when deposited in the United States mail, postage prepaid and certified,
addressed
(a) if to the Custodian, at x00 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Worldwide Custody--MS: 45-02-16
(b) if to the Fund, at Century Square Building, 0000 Xxxxxx Xx., Xxxxx
0000 Xxxxxxxx, Xx. 96813
Attention: Xxxx X. Xxxxxxx, CEO & Trustee
or to such other address as either party may notify the other in writing.
A copy of the Declaration of Trust of the Fund is on file with the Secretary of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Fund as Trustees, and the obligations of this
instrument are not binding upon any of the Trustees, officers, or shareholders
of the Fund individually but binding only upon assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the date first
written above.
JWB AGGRESSIVE GROWTH FUND
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Trustee & CEO
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Senior Manager
