CUSTODY AGREEMENT
(Mutual Funds; U.S. Securities)
AGREEMENT, dated as of between North Country
----------------
Funds, a business trust organized and existing under the laws of the
Commonwealth of Massachusetts (the "Fund") and The Bank of New York
("Custodian").
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the
meanings set forth below:
1. "Authorized Person" shall be any person, whether or not an officer
or employee of the Fund, duly authorized by the Fund to give Oral and/or Written
Instructions and Certificates with respect to one or more Accounts, such persons
to be designated in a Certificate of Authorized Persons which contains a
specimen signature of such person.
2. "BNY Affiliate" shall mean any office, branch or subsidiary of The
Bank of New York Company, Inc.
3. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for receiving and delivering securities, its successors and
nominees.
4. "Business Day" shall mean any day on which Custodian, the Book-Entry
System and relevant Depositories are open for business.
5. "Certificate" shall mean any notice, instruction, schedule or other
instrument in writing, authorized or required by this Agreement to be given to
Custodian, which is actually received by Custodian and signed by an Authorized
Person or a person reasonably believed by Custodian to be an Authorized Person.
6. "Depository" shall include the Depository Trust Company and any
other securities depository or clearing agency (and their respective successors
and nominees) registered with the Securities and Exchange Commission or
otherwise authorized to act as a securities depository or clearing agency.
7. "Oral Instructions" shall mean instructions received verbally by
Custodian.
8. "Securities" shall include, without limitation, securities held in
the Book-Entry System or at a Depository, common stock and other equity
securities, bonds, debentures and other debt securities, notes, mortgages or
other obligations, and any instruments representing rights to receive, purchase,
or subscribe for the same, or representing any other rights or interests
therein.
9. "Series" shall mean the various portfolios, if any, of the Fund
listed on Schedule I hereto, and if none are listed, references to "Series"
shall be references to the Fund.
1
10. "Written Instructions" shall mean written communications actually
received by Custodian by S.W.I.F.T., tested telex, letter, facsimile
transmission, or other method or system specified by Custodian as available for
use in connection with the services hereunder.
ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS AND WARRANTIES
1. (a) The Fund hereby appoints Custodian as custodian of all
Securities and cash at any time delivered to Custodian during the term of this
Agreement, and authorizes Custodian to hold Securities in registered form in its
name or the name of its nominees. Custodian hereby accepts such appointment and
agrees to establish and maintain one or more securities accounts and demand
deposit accounts for each Series in which Custodian will hold Securities and
cash as provided herein. Custodian shall maintain books and records segregating
the assets of each Series from assets of any other Series. Such accounts (each,
an "Account"; collectively, the "Accounts") shall be in the name of the Fund.
(b) Custodian may from time to time establish on its books and records
such sub-accounts within each Account as the Fund and Custodian may agree upon
and Custodian shall reflect therein such assets as the Find may specify in a
Certificate or Written Instructions.
2. The Fund hereby represents and warrants, which representations and
warranties shall be continuing and shall be deemed to be reaffirmed upon each
Oral or Written Instruction given by the Fund, that:
(a) The Fund is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement and to perform its obligations
hereunder;
(b) This Agreement has been duly authorized, executed and delivered by
the Fund, constitutes a valid and legally binding obligation of the Fund,
enforceable in accordance with its terms, and no statute, regulation, rule,
order, judgment or contract binding on the Fund prohibits the Fund's execution
or performance of this Agreement;
(c) It is conducting its business in substantial compliance with all
applicable laws and requirements, both state and federal, and has obtained all
regulatory licenses, approvals and consents necessary to carry on its business
as now conducted;
(d) It will not use the services provided by Custodian hereunder in any
manner that is, or will result in, a violation of any law, rule or regulation
applicable to the Fund;
(e) It shall manage its borrowings, including, without limitation any
advance or overdraft (including any daylight overdraft) in the Accounts, so that
the aggregate of its total borrowings for each Series does not exceed the amount
such Series is permitted to borrow under the Investment Company Act of 1940, as
amended (the "'40 Act").
(f) Its transmission or giving of, and Custodian acing upon,
Certificates, Written Instructions, or Oral Instructions pursuant to this
Agreement shall at all times comply with the '40 Act;
(g) It shall impose and maintain restrictions on the destinations to
which cash may be distributed by Written Instructions to ensure that each
disbursement is for a proper purpose; and
2
(h) It has the right to make the pledge and grant the security interest
and security entitlement to Custodian contained in Article V hereof, free of any
right of redemption or prior claim of any other person or entity, such pledge
and such grant shall have a first priority subject to no setoffs, counterclaims,
or other liens or grants prior to or on a parity therewith, and it shall take
such additional steps as Custodian may require to assure such priority.
3. The Fund hereby covenants that it shall from time to time complete
and execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or
successor form) whenever the Fund borrows from Custodian any money to be used
for the purchase or carrying of margin stock as defined in Federal Reserve
Regulation U.
ARTICLE III
CUSTODY AND RELATED SERVICES
1. Subject to the terms hereof, the Fund hereby authorizes Custodian to
hold any Securities received by it from time to time for the Fund's account.
Custodian shall be entitled to utilize the Book-Entry System and Depositories to
the extent possible in connection with its performance hereunder. Securities and
cash deposited by Custodian in the Book-Entry System or a Depository will be
held subject to the rules, terms and conditions of the Book-Entry System or such
Depository. Custodian shall identify on its books and records the Securities and
cash belonging to the Fund, whether held directly or indirectly through the
Book-Entry System or a Depository. Securities and cash of the Fund deposited in
the Book-Entry System or a Depository will be represented in accounts which
include only assets held by Custodian for its customers.
2. Custodian shall furnish the Fund, or the Fund's agent, with an
advice of daily transactions and a monthly summary of all transfers to or from
the Accounts. Custodian shall send all advices, confirmations and statements in
hard copy form to the address specified by an Authorized Person. The Fund, or
the Fund's agent, as the case may be, may elect to receive advices,
confirmations or statements electronically through the Internet to an email
address specified by it for such purpose. The Fund acknowledges that such
transmissions through use of the Internet are not encrypted and therefore are
insecure. The Fund further acknowledges that there are other risks inherent in
communicating through the Internet such as the possibility of virus
contamination and disruptions in service, and agrees that Custodian shall not be
responsible for any loss, damage or expense suffered or incurred by the Fund or
any person claiming by or through the Fund as a result of the use of such
methods.
3. With respect to all Securities held hereunder, Custodian shall,
unless otherwise instructed to the contrary:
(a) Receive all income and other payments and advise the Fund, or the
Fund's agent, as promptly as practicable of any such amounts due but not paid;
(b) Present for payment and receive the amount paid upon all Securities
which may mature and advise the Fund or the Fund's agent as promptly as
practicable of any such amounts due but not paid;
(c) Forward to the Fund, or the Fund's agent, copies of all information
or documents that it may receive from an issuer of Securities which, in the
opinion of Custodian, are intended for the beneficial owner of Securities;
(d) Execute, as custodian, any certificates of ownership, affidavits,
declarations or other certificates under any tax laws now or hereafter in effect
in connection with the collection of bond and note coupons;
3
(e) Hold directly, or through the Book-Entry System or a Depository all
rights and similar Securities issued with respect to any Securities credited to
an Account hereunder; and
(f) Endorse for collection checks, drafts or other negotiable
instruments.
4. (a) Custodian shall notify the Fund, or the Fund's agent, of such
rights or discretionary actions or of the date or dates by when such rights must
be exercised or such action must be taken provided that Custodian has received,
from the issuer or the relevant Depository, timely notice of such rights or
discretionary corporate action or of the date or dates such rights must be
exercised or such action must be taken. Absent actual receipt of such notice,
Custodian shall have no liability for failing to so notify the Fund or the
Fund's agent, as the case may be.
(b) Whenever Securities (including, but not limited to, warrants,
options, tenders, options to tender or non-mandatory puts or calls) confer
optional rights on the Fund or provide for discretionary action or alternative
courses of action by the Fund, the Fund shall be responsible for making any
decisions relating thereto and for directing Custodian to act. In order for
Custodian to act, it must receive Written Instructions at Custodian's offices,
addressed as Custodian may from time to time request, not later than noon (New
York time) at least two (2) Business Days prior to the last scheduled date to
act with respect to such Securities (or such earlier date or time as Custodian
may specify). Absent Custodian's timely receipt of such Written Instructions,
Custodian shall not be liable for failure to take any action relating to or to
exercise any rights conferred by such Securities.
5. All voting rights with respect to Securities, however registered,
shall be exercised by the Fund or its designee. Custodian's only duty shall be
to mail to the Fund, or the Fund's agent, any documents (including proxy
statements, annual reports and signed proxies) received by Custodian relating to
the exercise of such voting rights.
6. Custodian shall promptly advise the Fund, or the Fund's agent, upon
its notification of the partial redemption, partial payment or other action
affecting less than all Securities of the relevant class. If Custodian or a
Depository holds any such Securities in which the Fund has an interest as part
of a fungible mass, Custodian or such Depository may select the Securities to
participate in such partial redemption, partial payment or other action in any
non-discriminatory manner that it customarily uses to make such selection.
7. Custodian shall not under any circumstances accept bearer interest
coupons which have been stripped from United States federal, state or local
government or agency securities unless explicitly agreed to by Custodian in
writing.
8. The Fund shall be liable for all taxes, assessments, duties and
other governmental charges, including any interest or penalty with respect
thereto ("Taxes"), with respect to any cash or Securities held on behalf of the
Fund or any transaction related thereto. The Fund shall indemnify Custodian for
the amount of any Tax that Custodian or any withholding agent is required under
applicable laws (whether by assessment or otherwise) to pay on behalf of, or in
respect of income earned by or payments or distributions made to or for the
account of the Fund (including any payment of Tax required by reason of an
earlier failure to withhold). Custodian shall, or shall instruct the applicable
withholding agent to, withhold the amount of any Tax which is required to be
withheld under applicable law upon collection of any dividend, interest or other
distribution made with respect to any Security and any proceeds or income from
the sale, loan or other transfer of any Security. In the event that Custodian is
required under applicable law to pay any Tax on behalf of the Fund, Custodian is
hereby authorized to withdraw cash from any cash account in the amount required
to pay such Tax and to use such cash for the timely payment of such Tax in the
4
manner required by applicable law. If the aggregate amount of cash in all cash
accounts is not sufficient to pay such Tax, Custodian shall promptly notify the
Fund, or the Fund's agent, of the additional amount of cash required, and the
Fund shall directly deposit such additional amount in the appropriate cash
account promptly after receipt of such notice, for use by Custodian as specified
herein. In the event that Custodian reasonably believes that the Fund is
eligible, pursuant to applicable law or to the provisions of any tax treaty, for
a reduced rate of, or exemption from, any Tax which is otherwise required to be
withheld or paid on behalf of the Fund under any applicable law, Custodian
shall, or shall instruct the applicable withholding agent to, either withhold or
pay such Tax at such reduced rate or refrain from withholding or paying such
Tax, as appropriate; provided that Custodian shall have received from the Fund
all documentary evidence of residence or other qualification for such reduced
rate or exemption required to be received under such applicable law or treaty.
In the event that Custodian reasonably believes that a reduced rate of, or
exemption from, any Tax is obtainable only by means of an application for
refund, Custodian shall have no responsibility for the accuracy or validity of
any forms or documentation provided by the Fund to Custodian hereunder. The Fund
hereby agrees to indemnify and hold harmless Custodian in respect of any
liability arising from any underwithholding or underpayment of any Tax which
results from the inaccuracy or invalidity of any such forms or other
documentation, and such obligation to indemnify shall be a continuing obligation
of the Fund, its successors and assigns, notwithstanding the termination of this
Agreement.
9. Any foreign exchange transaction effected by Custodian in connection
with this Agreement may be entered with Custodian or a BNY Affiliate acting as
principal or otherwise through customary banking channels. The Fund may issue
directly or through its agent, standing Written Instructions with respect to
foreign exchange transactions but Custodian may establish rules or limitations
concerning any foreign exchange facility made available to the Fund. The Fund
shall bear all risks of holding cash denominated in a foreign currency. Without
limiting the foregoing, the Fund shall bear the risks that rules or procedures
imposed by Depositories, exchange controls, asset freezes or other laws, rules,
regulations or orders shall prohibit or impose burdens or costs on the transfer
to, by or for the account of the Fund of property held outside the Fund's
jurisdiction or denominated in a currency other than its home jurisdiction or
the conversion of cash from one currency into another currency. Custodian shall
not be obligated to substitute another currency for a currency whose
transferability, convertibility or availability has been affected by such law,
regulation, rule or procedure. Custodian shall not be liable to the Fund for any
loss resulting from any of the foregoing events.
10. To the extent that Custodian has agreed to provide pricing or other
information services in connection with this Agreement, Custodian is authorized
to utilize any vendor (including brokers and dealers of Securities) reasonably
believed by Custodian to be reliable to provide such information. The Fund
understands that certain pricing information with respect to complex financial
instruments (e.g., derivatives) may be based on calculated amounts rather than
actual market transactions and may not reflect actual market values, and that
the variance between such calculated amounts and actual market values may or may
not be material. Where vendors do not provide information for particular
Securities or other property, an Authorized Person may advise Custodian
regarding the fair market value of, or provide other information with respect
to, such Securities or property as determined by it in good faith. Custodian
shall not be liable for any loss, damage or expense incurred as a result of
errors or omissions with respect to any pricing or other information utilized by
Custodian hereunder.
11. Custodian shall promptly send to the Fund (a) any reports it
receives from a Depository on such Depository's system of internal accounting
control, and (b) such reports on its own system of internal accounting control
as the Fund may reasonable request from time to time.
12. From time to time Custodian may make available to the Fund or its
agent(s) certain investment and analytic tools ("Tools") which may be used to
evaluate Securities in the Account and compliance with the Fund's investment
guidelines and investment criteria. Such Tools, whether or not modified to meet
specific needs of the Fund, are provided "AS IS" and CUSTODIAN DISCLAIMS ANY AND
ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOOLS, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS
FOR A PARTICULAR PURPOSE. ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, CUSTODIAN SHALL NOT BE LIABLE FOR ANY LOSS, EXPENSE, DAMAGE,
LIABILITY OR CLAIM SUFFERED OR INCURRED BY THE FUND OR ANY OTHER PERSON AS A
RESULT OF USE OF, OR RELIANCE UPON, ANY TOOLS BY THE FUND OR ANY OTHER PERSON.
5
ARTICLE IV
PURCHASE AND SALE OF U.S. SECURITIES;
CREDITS TO ACCOUNTS
1. Promptly after each purchase or sale of Securities by the Fund, an
Authorized Person shall deliver to Custodian Written Instructions, or with
respect to a purchase or sale of a Security generally required to be settled on
the same day the purchase or sale is made, Oral Instructions specifying all
information necessary for Custodian to settle such purchase or sale. Custodian
shall account for all purchases and sales of Securities on the actual settlement
date unless otherwise agreed by Custodian.
2. The Fund understands that when Custodian is given Oral or Written
Instructions to deliver Securities against payment, delivery of such Securities
and receipt of payment therefor may not be completed simultaneously. The Fund
assumes full responsibility for all credit risks involved in connection with
Custodian's delivery of Securities pursuant to such Oral or Written
Instructions.
3. Custodian may, as a matter of bookkeeping convenience or by separate
agreement with the Fund, credit an Account with the proceeds from the sale,
redemption or other disposition of Securities or interest, dividends or other
distributions payable on Securities prior to its actual receipt of final payment
therefor. All such credits shall be conditional until Custodian's actual receipt
of final payment and may be reversed by Custodian to the extent that final
payment is not received. Payment with respect to a transaction will not be
"final" until Custodian shall have received immediately available funds which
under applicable law or rule are irreversible and not subject to any security
interest, levy or other encumbrance, and which are specifically applicable to
such transaction.
ARTICLE V
OVERDRAFTS OR INDEBTEDNESS
1. If Custodian should in its sole discretion advance funds on behalf
of any Series which results in an overdraft (including, without limitation, any
daylight overdraft) because the money held by Custodian in an Account for such
Series shall be insufficient to pay the total amount payable upon a purchase of
Securities specifically allocated to such Series, as set forth in a Certificate,
Written Instructions or Oral Instructions, or if an overdraft arises in the
separate account if a Series for some other reason, including, without
limitation, because of a reversal of a conditional credit or the purchase of any
currency, or if the Fund is for any other reason indebted to Custodian with
respect to a Series, (except a borrowing for investment or for temporary or
emergency purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of Section 2 of this Article), such
overdraft or indebtedness shall be deemed to be a loan made by Custodian to the
Fund for such Series payable on demand and shall bear interest from the date
incurred at a rate per annum ordinarily charged by Custodian to its
institutional customers, as such rate may be adjusted from time to time. In
addition, the Fund hereby agrees that Custodian shall to the maximum extent
permitted by law have a continuing lien, security interest, and security
entitlement in and to any property, including without limitation, any investment
property or any financial asset of such Series at any time held by Custodian for
the benefit of such Series or in which such Series may have an interest which is
then in Custodian's possession or control or in possession or control of any
third party acting in Custodian's behalf. The Fund authorizes Custodian, in is
sole discretion, at any time, to charge any such overdraft or indebtedness
together with interest due thereon against any balance of account standing to
such Series' credit on Custodian's books.
6
2. If the Fund borrows money from any bank (including Custodian if the
borrowing is pursuant to a separate agreement) for investment or for temporary
or emergency purposes using Securities held by Custodian hereunder as collateral
for such borrowings, the Fund shall deliver to Custodian a Certificate
specifying with respect to each such borrowing: (a) the Series to which such
borrowing relates, (b) the name of the bank, (c) the amount of the borrowing,
(d) the time and date, if known, on which the loan is to be entered into, (e)
the total amount payable to the Fund on the borrowing date, (f) the 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, and (g) a statement specifying whether such loan is for investment
purposes or for temporary or emergency purposes and that such loan is in
conformance with the '40 Act and the Fund's prospectus. Custodian shall deliver
on the borrowing date specified in a Certificate the specified collateral
against payment 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
Certificate. 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 if any promissory note or loan
agreement. Custodian shall deliver such Securities as additional collateral as
may be specified in a Certificate to collateralize further any transaction
described in this Section. The Fund shall cause all Securities released from
collateral status to be returned directly to Custodian and Custodian shall
receive from time to time, such return of collateral as may be tendered to it.
In the event that the Fund fails to specify in a Certificate, the Series, the
name of the issuer, the title and number of shares or the principal amount of
any particular Securities to be delivered as collateral by Custodian, Custodian
shall not be under any obligation to deliver any Securities.
ARTICLE VI
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any shares issued by the Fund
("Shares") it shall deliver to Custodian a Certificate or Written Instructions
specifying the amount of money and/or Securities to be received by Custodian for
the sale of such Shares and specifically allocated to an Account for such
Series.
2. Upon receipt of such money, Custodian shall credit such money to an
Account in the name of the Series for which such money was received.
3. Except as provided hereinafter, whenever the Fund desires Custodian
to make payment out of the money held by Custodian hereunder in conjunction with
a redemption of any Shares, it shall furnish to Custodian a Certificate or
Written Instructions specifying the total amount to be paid for such Shares.
Custodian shall make payment of such total among to the transfer agent specified
in such Certificate or Written Instructions out of the money held in an Account
of the appropriate Series.
4. Notwithstanding the above provisions regarding the redemption of any
Shares, whenever any shares are redeemed pursuant to any check redemption
privilege which may from time to time be offered by the Fund, Custodian, unless
otherwise instructed by a Certificate or Written Instructions, shall upon
presentment of such check, charge the amount thereof against the money held in
the Account of the Series of the Shares being redeemed, provided, that if the
Fund or its agent timely advises Custodian that such check is not to be honored,
Custodian shall return such check unpaid.
7
ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. Whenever the Fund shall determine to pay a dividend or distribution
on Shares, it shall furnish to Custodian Written Instructions or a Certificate
setting forth, with respect to the Series specified therein, the date of the
declaration of such dividend or distribution, the total amount payable, and the
payment date.
2. Upon the payment date specified in such Written Instructions or
Certificate, Custodian shall pay out of the money held for the account of such
Series the total amount payable to the dividend agent of the Fund specified
therein.
ARTICLE VIII
CONCERNING CUSTODIAN
1. (a) Except as otherwise expressly provided herein, Custodian shall
not be liable for any costs, expenses, damages, liabilities or claims including
attorneys' and accountants' fees (collectively, "Losses") incurred by or
asserted against the Fund, except those Losses arising out of the negligence or
wilful misconduct of Custodian. Custodian shall have no obligation hereunder for
Losses which are sustained or incurred by reason of any action or inaction by
the Book-Entry System or any Depository. In no event shall Custodian be liable
to the Fund or any third party for special, indirect or consequential damages,
or lost profits or loss of business, arising in connection with this Agreement.
(b) The Fund agrees to indemnify Custodian and hold Custodian harmless
from and against any and all Losses sustained or incurred by or asserted against
Custodian by reason of or as a result of any action or inaction, or arising out
of Custodian's performance hereunder, including reasonable fees and expenses of
counsel incurred by Custodian in a successful defense of claims by the Fund;
provided, that the Fund shall not indemnify Custodian for those Losses arising
out of Custodian's negligence or wilful misconduct. This indemnity shall be a
continuing obligation of the Fund, its successors and assigns, notwithstanding
the termination of this Agreement.
2. Without limiting the generality of the foregoing, Custodian shall be
under no obligation to inquire into, and shall not be liable for, any losses
incurred by the Fund or any other person as a result of the receipt or
acceptance of fraudulent, forged or invalid Securities, or Securities which are
otherwise not freely transferable or deliverable without encumbrance in any
relevant market.
3. Custodian may, with respect to questions of law specifically
regarding an Account, obtain the advice of counsel and shall be fully protected
with respect to anything done or omitted by it in good faith in conformity with
such advice.
4. Custodian shall be under no obligation to take action to collect any
amount payable on Securities in default, or if payment is refused after due
demand and presentment.
5. Custodian shall have no duty or responsibility to inquire into, make
recommendations, supervise, or determine the suitability of any transactions
affecting any Account.
6. The Fund shall pay to Custodian the fees and charges in such amount
and payable in such manner as shall be mutually agreed. The Fund shall be
responsible for all costs associated with the conversion of the Fund's
Securities hereunder and the transfer of Securities and records kept in
connection with this Agreement. The Fund shall also be responsible for
Custodian's out-of-pocket expenses which are a normal incident of the services
provided hereunder. Custodian may debit any Account for amounts payable
hereunder which remain in arrears for over 60 days. Custodian agrees, upon the
Fund's request, to invoice the Fund's agent directly for all fees and other
charges due hereunder, provided, however, that such action shall not be
construed to relieve the Fund of responsibility for all fees and other charges
for services provided to it hereunder.
8
7. In addition to the rights of Custodian under applicable law and
other agreements, at any time when the Fund shall not have honored any and all
of its obligations to Custodian, Custodian shall have the right without notice
to the Fund to retain or set-off, against such obligations of the Fund, any
Securities or cash Custodian or a BNY Affiliate may directly or indirectly hold
for the account of the Fund, and any obligations (whether matured or unmatured)
that Custodian or a BNY Affiliate may have to the Fund. Any such asset of, or
obligation to, the Fund may be transferred to Custodian and any BNY Affiliate in
order to effect the above rights.
8. (a) Subject to the terms below, Custodian shall be entitled to rely
upon any Certificate or Written or Oral Instruction actually received by
Custodian and reasonably believed by Custodian to be duly authorized and
delivered. An Authorized Person shall forward to Custodian Written Instructions
confirming Oral Instructions by the close of business of the same day that such
Oral Instructions are given to Custodian. The Fund agrees that the fact that
such confirming Written Instructions are not received or that contrary Written
Instructions are received by Custodian shall in no way affect the validity or
enforceability of transactions authorized by such Oral Instructions and effected
by Custodian.
(b) If Custodian receives Certificates or Written Instructions which
appear on their face to have been transmitted by an Authorized Person via (i)
computer, facsimile, email, the Internet or other insecure electronic method, or
(ii) secure electronic transmission containing applicable authorization codes,
passwords and/or authentication keys, the Fund understands and agrees that
Custodian cannot determine the identity of the actual sender of such
Certificates or Written Instructions and that Custodian shall conclusively
presume that such Certificates or Written Instructions have been sent by an
Authorized Person. The Fund shall be responsible for ensuring that only
Authorized Persons transmit such Certificates or Written Instructions to
Custodian and that all Authorized Persons treat applicable user and
authorization codes, passwords and/or authentication keys with extreme care.
(c) The Fund acknowledges and agrees that it is fully informed of the
protections and risks associated with the various methods of transmitting
Certificates and Written Instructions to Custodian and that there may be more
secure methods of transmitting Certificates and Written Instructions than the
method(s) selected by the Fund or its agent. The Fund agrees that the security
procedures (if any) to be followed in connection with its transmission of
Certificates and Written Instructions provide to it a commercially reasonable
degree of protection in light of its particular needs and circumstances.
(d) If the Fund, or the Fund's agent, elects to transmit Written
Instructions through an on-line communication system offered by Custodian, use
thereof shall be subject to the Terms and Conditions attached hereto as Appendix
I. If the Fund, or the Fund's agent, elects (with Custodian's prior consent) to
transmit written instructions through an on-line communications service owned or
operated by a third party, the Fund agrees that Custodian shall not be
responsible or liable for the reliability or availability of any such service.
9. The books and records pertaining to the Fund which are in the
possession of Custodian shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the '40 Act and the
rules thereunder. The Fund, or its authorized representatives, shall have access
to such books and records during Custodian's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and records shall be
provided by Custodian to the Fund or its authorized representative. Upon the
reasonable request of the Fund, Custodian shall provide in hard copy or on
computer disc, any records included in any such delivery which are maintained by
Custodian on a computer disc, or are similarly maintained.
9
10. It is understood that Custodian is authorized to supply any
information regarding the Accounts which is required by any law, regulation or
rule now or hereafter in effect.
11. Custodian shall not be responsible or liable for any failure or
delay in the performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; epidemics; riots; interruptions,
loss or malfunctions of utilities, computer (hardware or software) or
communications service; accidents; labor disputes; acts of civil or military
authority or governmental actions; it being understood that Custodian shall use
its best efforts to resume performance as soon as practicable under the
circumstances.
12. Custodian may enter into subcontracts, agreements and
understandings with any BNY Affiliate, whenever and on such terms and conditions
as it deems necessary or appropriate to perform its services hereunder. No such
subcontract, agreement or understanding shall discharge Custodian from its
obligations hereunder.
13. Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against Custodian in
connection with this Agreement.
ARTICLE IX
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such termination,
which shall not be less than ninety (90) days after the date of giving of such
notice. In the event such notice is given by the Fund, it shall be followed,
within a reasonable time, by a copy of a resolution of the board of the Fund,
certified by the Secretary or Assistant Secretary, electing to terminate this
Agreement and designating a successor custodian or custodians, each of which
shall be a bank or trust company having not less than $2,000,000 aggregate
capital, surplus and divided profits. In the event such notice is given by
Custodian, the Fund shall, on or before the termination date, deliver to
Custodian a copy of a resolution of the board of the Fund, certified by the
Secretary or Assistant Secretary, designating a successor custodian or
custodians. In the absence of such designation by the Fund, Custodian may
designate a successor custodian which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon
the date set forth in such notice this Agreement shall terminate, and Custodian
shall upon receipt of a notice of acceptance by the successor custodian on that
date, deliver to the successor custodian all Securities and money then owned by
the Fund and held by it as custodian, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall then be
entitled.
2. If a successor custodian is not designated by the Fund or Custodian
in accordance with the preceding Section, The Fund shall upon the date specified
in the notice of termination of the Agreement and upon the delivery by Custodian
of all Securities (other than Securities which cannot be delivered to the Fund)
and money, be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities which cannot be
delivered to the Fund to hold such Securities hereunder in accordance with this
Agreement.
10
ARTICLE X
MISCELLANEOUS
1. The Fund agrees to furnish to Custodian a new Certificate of
Authorized Persons in the event of any change in the then present Authorized
Persons. Until such new Certificate is received, Custodian shall be fully
protected in acting upon Oral Instructions and Written Instructions of such
present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to Custodian, shall be sufficiently given if
addressed to Custodian and received by it at its offices at One Wall Street -
Financial Institutions Division, Xxx Xxxx, Xxx Xxxx 00000, or at such other
place as Custodian may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and received by it c/o Circle Trust Company at its offices at Metro
Center, Xxx Xxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, XX 00000, or at such other place
as the Fund may from time to time designate in writing.
4. Each and every right granted to either party hereunder or under any
other document delivered hereunder or in connection herewith, or allowed it by
law or equity, shall be cumulative and may be exercised from time to time. No
failure on the part of either party to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by either party of any right preclude any other or future exercise thereof or
the exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties. 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
either party without the written consent of the other.
6. This Agreement shall be construed in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws principles
thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any dispute
arising hereunder. The Fund hereby irrevocably waives, to the fullest extent
permitted by applicable law, any objection which it may now or hereafter have to
the laying of venue of any such proceeding brought in such a court and any claim
that such proceeding brought in such a court has been brought in an inconvenient
forum. The Fund and Custodian each hereby irrevocably waives any and all rights
to trial by jury in any legal proceeding arising out of or relating to this
Agreement.
11
7. 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 Fund and Custodian have caused this Agreement
to be executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.
The North Country Funds
By:
---------------------------------
Xxxx Xxxxx
Title: President
Tax Identification Nos:
Equity Growth Fund 00-0000000
Intermediate Bond Fund 00-0000000
THE BANK OF NEW YORK
By:
Title: Vice President
12
APPENDIX I
THE BANK OF NEW YORK
ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM")
TERMS AND CONDITIONS
1. License; Use. (a) This Appendix I shall govern the Fund's use of the
System and any computer software provided by Custodian to the Fund in connection
herewith (collectively, the "Software"). In the event of any conflict between
the terms of this Appendix I and the main body of this Agreement with respect to
the Fund's use of the System, the terms of this Appendix I shall control.
(b) Upon delivery to the Fund of Software and/or System access codes,
Custodian grants to the Fund a personal, nontransferable and nonexclusive
license to use the Software and the System solely for the purpose of
transmitting Written Instructions, receiving reports, making inquiries or
otherwise communicating with Custodian in connection with the Account(s). The
Fund shall use the Software and the System solely for its own internal and
proper business purposes and not in the operation of a service bureau. Except as
set forth herein, no license or right of any kind is granted to the Fund with
respect to the Software or the System. The Fund acknowledges that Custodian and
its suppliers retain and have title and exclusive proprietary rights to the
Software and the System, including any trade secrets or other ideas, concepts,
know-how, methodologies, or information incorporated therein and the exclusive
rights to any copyrights, trademarks and patents (including registrations and
applications for registration of either), or other statutory or legal
protections available in respect thereof. The Fund further acknowledges that all
or a part of the Software or the System may be copyrighted or trademarked (or a
registration or claim made therefor) by Custodian or its suppliers. The Fund
shall not take any action with respect to the Software or the System
inconsistent with the foregoing acknowledgments, nor shall the Fund attempt to
decompile, reverse engineer or modify the Software. The Fund may not copy, sell,
lease or provide, directly or indirectly, any of the Software or any portion
thereof to any other person or entity without Custodian's prior written consent.
The Fund may not remove any statutory copyright notice or other notice included
in the Software or on any media containing the Software. The Fund shall
reproduce any such notice on any reproduction of the Software and shall add any
statutory copyright notice or other notice to the Software or media upon
Custodian's request.
(c) If the Fund subscribes to any database service provided by
Custodian in connection with its use of the System, delivery of such database to
the Fund shall constitute the granting by Custodian to the Fund of a
non-exclusive, non-transferable license to use such database for so long as this
Appendix I is in effect. It is understood and agreed that any database supplied
by Custodian is derived from sources which Custodian believes to be reliable but
Custodian does not, and cannot for the fees charged, guarantee or warrant that
the data is correct, complete or current. All such databases are provided as an
accommodation by Custodian to its customers and are compiled without any
independent investigation by Custodian. However, Custodian will endeavor to
update and revise each database on a periodic basis as Custodian, in its
discretion, deems necessary and appropriate. The Fund also agrees that the Fund
will promptly install all updates and revisions to each database which Custodian
provides and that Custodian cannot bear any responsibility whatsoever for the
Fund's failure to do so. CUSTODIAN IS NOT RESPONSIBLE FOR ANY RESULTS OBTAINED
BY THE FUND FROM USE OF DATABASE SERVICES PROVIDED BY CUSTODIAN.
2. Equipment. The Fund shall obtain and maintain at its own cost and
expense all equipment and services, including but not limited to communications
services, necessary for it to utilize the Software and obtain access to the
System, and Custodian shall not be responsible for the reliability or
availability of any such equipment or services.
13
3. Proprietary Information. The Software, any data base and any
proprietary data, processes, information and documentation made available to the
Fund (other than which are or become part of the public domain or are legally
required to be made available to the public) (collectively, the "Information"),
are the exclusive and confidential property of Custodian or its suppliers.
However, for the avoidance of doubt, reports generated by the Fund containing
information relating to the Account(s) are not deemed to be within the meaning
of the term "Information". The Fund shall keep the Information confidential by
using the same care and discretion that the Fund uses with respect to its own
confidential property and trade secrets, but not less than reasonable care. Upon
termination of the Agreement or the licenses granted herein for any reason, the
Fund shall return to Custodian any and all copies of the Information which are
in its possession or under its control. The provisions of this Section 3 shall
not affect the copyright status of any of the Information which may be
copyrighted and shall apply to all information whether or not copyrighted.
4. Modifications. Custodian reserves the right to modify the Software
from time to time and the Fund shall install new releases of the Software as
Custodian may direct. The Fund agrees not to modify or attempt to modify the
Software without Custodian's prior written consent. The Fund acknowledges that
any modifications to the Software, whether by the Fund or Custodian and whether
with or without Custodian's consent, shall become the property of Custodian.
5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS
AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
SOFTWARE, THE SYSTEM, ANY SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT
OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, THE
SYSTEM, ANY SERVICES AND ANY DATABASE ARE PROVIDED "AS IS." TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER
BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL,
WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY
DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS
OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR
MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR
OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.
6. Security; Reliance; Unauthorized Use. Custodian will establish
security procedures to be followed in connection with the System. The Fund
understands and agrees that the security procedures are intended to determine
whether instructions received by Custodian through the System are authorized but
are not (unless otherwise specified in writing) intended to detect any errors
contained in such instructions. The Fund will cause all persons utilizing the
Software and the System to treat all applicable user and authorization codes,
passwords and authentication keys with the highest degree of care and
confidentiality. Custodian is hereby irrevocably authorized to comply with and
rely upon on Written Instructions, whether or not authorized, received by it
through the System in accordance with the security procedures. The Fund
acknowledges that it is its sole responsibility to assure that only Authorized
Persons use the System and that to the fullest extent permitted by applicable
law Custodian shall not be responsible nor liable for any unauthorized use
thereof or for any losses sustained by the Fund arising from or in connection
with the use of the System or Custodian's reliance upon and compliance with
Written Instructions received through the System.
7. System Acknowledgments. Custodian shall acknowledge through the
System its receipt of each transmission communicated through the System, and in
the absence of such acknowledgment Custodian shall not be liable for any failure
to act in accordance with such transmission and the Fund may not claim that such
transmission was received by Custodian.
14
8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED
STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER,
TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER
COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED
STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE
EXPORT ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED.
The Fund hereby authorizes Custodian to report its name and address to
government agencies to which Custodian is required to provide such information
by law.
9. Encryption. The Fund acknowledges and agrees that encryption may not
be available for every communication through the System, or for all data. The
Fund agrees that Custodian may deactivate any encryption features at any time,
without notice or liability to the Fund, for the purpose of maintaining,
repairing or troubleshooting the System or the Software.
10. On-Line Inquiry and Modification of Records. In connection with the
Fund's use of the System, Custodian may, at the Fund's request, permit the Fund
to enter data directly into a Custodian database for the purpose of modifying
certain information maintained by Custodian's systems, including, but not
limited to, change of address information. To the extent that the Fund is
granted such access, the Fund agrees to indemnify and hold Custodian harmless
from all loss, liability, cost, damage and expense (including attorney's fees
and expenses) to which Custodian may be subjected or which may be incurred in
connection with any claim which may arise out of or as a result of changes to
Custodian database records initiated by the Fund.
15
CERTIFICATE OF AUTHORIZED PERSONS
(The Fund - Certificates; Oral and Written Instructions)
The undersigned hereby certifies that he is the duly elected and acting
President of The North Country Funds (the "Fund") and further certifies that the
following officers or employees of the Fund have been duly authorized in
conformity with the Fund's Declaration of Trust and By-Laws to deliver
Certificates and Oral and Written Instructions to The Bank of New York pursuant
to the Custody Agreement between the Fund and Custodian dated ,
---------------
and that the signatures appearing opposite their names are true and correct:
Xxxx Xxxxx President
Name Title Signature
Xxxxxx Xxxxxx Treasurer
Name Title Signature
Xxxxx Xxxxxxxxx Assistant Treasurer
Name Title Signature
Name Title Signature
Name Title Signature
Name Title Signature
Name Title Signature
Name Title Signature
Name Title Signature
This certificate supersedes any certificate of authorized individuals
you may currently have on file.
[corporate seal] Xxxx Xxxxx
Title: President
Date:
16
CUSTODY ACCOUNT AGENCY AUTHORIZATION
Reference is made to the Custody Agreement (the "Custody Agreement")
dated as of between The North Country Funds (the "Fund")
----------------------
and The Bank of New York ("BNY").
This is to advise BNY that for the account(s) identified below the Fund
has duly authorized the following third party service providers (each, a
"Service Provider") to act as the Fund's agent for the purpose of (a) receiving
reports, advices and other information from BNY under the Custody Agreement, (b)
delivering Certificates, Oral and Written Instructions to BNY (as defined in the
Custody Agreement), and/or (c) buying and selling foreign currency (on a spot
and forward basis) and options to buy and sell foreign currency, as such
purposes are designated below, and to confirm to BNY that all actions taken by
BNY in reliance upon such authorization (whether in its capacity as custodian or
counterparty) shall be binding on the Fund and the beneficial owner of such
account(s).
Service Provider Account Title/Number Inst. F/X
Circle Trust Company
--------------------- ------------------------ ----- -----
--------------------- ------------------------ ----- -----
--------------------- ------------------------ ----- -----
--------------------- ------------------------ ----- -----
--------------------- ------------------------ ----- -----
--------------------- ------------------------ ----- -----
The North Country Funds
[corporate By
seal] ------------------------
Xxxx Xxxxx
Title: President
Date:
17
CERTIFICATE OF AUTHORIZED PERSONS
(Service Provider - Certificates; Oral and Written Instructions)
Re: Account Name:
Account Number:
The undersigned hereby certifies that he is the duly elected and acting
Senior Vice President of Circle Trust Company (the "Service Provider"), and
further certifies that the following officers or employees of the Service
Provider have been duly authorized in conformity with the Service Provider's
organizational documents to deliver oral and written instructions to The Bank of
New York ("BNY") with respect to the above-referenced Account, and that the
signatures appearing opposite their names are true and correct:
-------------------------- --------------------- -------------------------
Name Title Signature
-------------------------- --------------------- -------------------------
Name Title Signature
-------------------------- --------------------- -------------------------
Name Title Signature
-------------------------- --------------------- -------------------------
Name Title Signature
-------------------------- --------------------- -------------------------
Name Title Signature
-------------------------- --------------------- -------------------------
Name Title Signature
-------------------------- --------------------- -------------------------
Name Title Signature
-------------------------- --------------------- -------------------------
Name Title Signature
-------------------------- --------------------- -------------------------
Name Title Signature
This certificate supersedes any certificate of authorized individuals
you may currently have on file.
[seal]
Xxxxx Xxxxxx
Title: Senior Vice President
Date:
18
CERTIFICATE OF AUTHORIZED PERSONS
(The Fund - Foreign Exchange)
The undersigned hereby certifies that he/ is the duly elected and
acting President of The North Country Funds (the "Fund"), and further certifies
that the following officers or employees of the Fund have been duly authorized
in conformity with the Fund's Declaration of Trust and By-Laws to enter into
contracts with The Bank of New York ("BNY") to buy and sell foreign currency (on
a spot and forward basis) and options to buy and sell foreign currency on behalf
of the Fund or any Account ("F/X Transactions"), and that the signatures
appearing opposite their names are true and correct:
Xxxx Xxxxx President
Name Title Signature
Xxxxxx Xxxxxx Treasurer
Name Title Signature
Xxxxx Xxxxxxxxx Assistant Treasurer
Name Title Signature
Name Title Signature
Name Title Signature
and further certifies that the following officers or employees of the Service
Provider have been duly authorized in conformity with the Service Provider's
organizational documents to confirm, orally and in writing, the terms of F/X by
the Service Provider with BNY and that the signatures appearing opposite their
names are true and correct:
---------------------- --------------------- --------------------------
Name Title Signature
---------------------- --------------------- --------------------------
Name Title Signature
---------------------- --------------------- --------------------------
Name Title Signature
---------------------- --------------------- --------------------------
Name Title Signature
This certificate supersedes any certificate of authorized individuals
you may currently have on file.
[corporate -------------------------------
seal] Xxxxx Xxxxxx
Title: Senior Vice President
Date:
19
CERTIFICATE OF AUTHORIZED PERSONS
(Service Provider - Foreign Exchange)
Re: Account Name:
Account Number:
The undersigned hereby certifies that he is the duly elected and acting
Senior Vice President of Circle Trust Company (the "Service Provider"), and
further certifies that the following officers or employees of the Service
Provider have been duly authorized in conformity with the Service Provider's
organizational documents to enter into contracts with The Bank of New York
("BNY") to buy and sell foreign currency (on a spot and forward basis) and
options to buy and sell foreign currency on behalf of the above-referenced
Account ("F/X Transactions"), and that the signatures appearing opposite their
names are true and correct:
---------------------- --------------------- -----------------------
Name Title Signature
---------------------- ---------------------- -----------------------
Name Title Signature
---------------------- --------------------- ------------------------
Name Title Signature
---------------------- --------------------- ------------------------
Name Title Signature
---------------------- --------------------- ------------------------
Name Title Signature
and further certifies that the following officers or employees of the Service
Provider have been duly authorized in conformity with the Service Provider's
organizational documents to confirm, orally and in writing, the terms of F/X
Transactions entered by the Service Provider with BNY, and that the signatures
appearing opposite their names are true and correct:
---------------------- --------------------- -----------------------
Name Title Signature
---------------------- --------------------- -----------------------
Name Title Signature
---------------------- --------------------- -----------------------
Name Title Signature
This certificate supersedes any certificate of authorized individuals
you may currently have on file.
[seal]
----------------------------
Xxxxx Xxxxxx
Title: Senior Vice President
Date:
20
CERTIFICATION
The undersigned, , hereby certifies that she is
---------------
the duly elected and acting Secretary of The North Country Funds, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Fund"), and further certifies that the following resolution was adopted by
the Board of Directors of the Fund on , and that such
---------------------
resolution has not been modified or rescinded and is in full force and effect as
of the date hereof:
RESOLVED, that the Fund is hereby authorized to enter into any
contracts to buy and sell foreign currency (on a spot and forward basis) and
options to buy and sell foreign currency, whether pursuant to oral, telex,
SWIFT, facsimile or electronic instructions or otherwise, and that The Bank of
New York is hereby authorized to act and rely on any such instructions, as
understood by it and believed by it to be genuine; and, in connection with any
such transaction, any officer, employee or agent as designated by the Fund may
execute and deliver, in the name and on behalf of the Fund, any and all
agreements and confirmations containing any terms, conditions, representations,
warranties, covenants, amendments, waivers, releases and instructions whatsoever
and incur and pay any fees, costs, expenses, liabilities and claims, all without
limitation.
[seal]
----------------------------
Secretary
22
SCHEDULE I
SERIES
North Country Growth Fund
North Country Intermediate Bond Fund
23