CORPORATE CUSTODY ACCOUNT
OF
The Copley Fund, Inc.
(the "Investor")
WITH
FLEET NATIONAL BANK
(the "Bank")
We wish to establish a Custody Account with the Bank to consist of the
securities, cash or other property deposited with the Bank at any time under
this agreement, including proceeds and reinvested income from such property.
The Account is to be administered in accordance with this agreement and
the accompanying instructions. Schedule A, containing account information
about us and certain instructions by us regarding the Account, is attached
hereto and made a part of this agreement.
It is understood that the Bank will hold and safekeep the assets of the
Account as custodian, and will endeavor to carry out such directions as we
communicate to the Bank with respect to the Account.
TERMS AND CONDITIONS
SERVICES In accordance with this agreement, the Bank will perform
the following services:
1. Hold in a safe place all cash and securities delivered
to it for deposit in this Account. The Bank will not
be responsible for these assets until it or its agent has
actually received them, and shall not be responsible for
determining whether these securities are subject to calls
or other such actions prior to receipt of the securities
by the Bank.
2. Maintain records of income and principal transactions.
3. Provide us with a written report setting forth all income
and principal transactions and a list of all assets held
in the Account as instructed in Schedule A or as later
instructed.
4. Collect all interest and dividend income from the cash
and securities deposited in the Account. After this
income is collected and after payment of any charges
against it, the income should be accumulated or paid to
us as instructed in Schedule A or as later instructed.
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5. We acknowledge receipt of a prospectus describing certain
Galaxy short-term investment funds listed on Schedule A
hereto (the "Funds"). On Schedule A, we have chosen
either a money market deposit account at the Bank or an
affiliate of the Bank or one of the Funds as an investment
medium for monies in our Account awaiting further
investment or distribution. We understand that the Funds
are advised by Fleet/Norstar Investment Advisors Inc., an
affiliate of the Bank, which receives a management fee
therefor as disclosed in the prospectus we have received.
We understand that the Bank does not sponsor or distribute
the Funds and Investment Portfolios available under Galaxy.
Their distributor is, and is expected in the future to be,
an independent, unaffiliated company, presently SMA
Equities, Inc. Because the Funds and Investment Portfolios
are not bank deposits, they are not backed or guaranteed
by any bank nor are they insured by the FDIC or any other
federal agency.
The consent and direction in this paragraph 5 are in
addition to the authority given to the Bank below under
"AUTHORITY", paragraph 5.
6. If we request, arrange to have provided to us at no
additional cost, within five business days of the purchase
or sale of securities for the Account through a broker or
dealer, a detailed written confirmation of such purchases
and sales.
7. Notify us by its regular report of assets held in the
account or otherwise, of notice received by the Bank of
any stock dividends, rights, warrants, reorganizations,
bond and preferred stock redemptions, and bond maturities
and defaults, and collect the proceeds of securities
redeemed or matured.
AUTHORITY We understand that, in accordance with the terms and
conditions of this Account, the Bank will have authority
to do the following:
1. Register our securities in the name of the Bank's
nominees or the nominees of any securities depository
in which our securities may be held.
2. Forward proxies to us for voting unless otherwise
instructed in Schedule A or by later instruction. The
Bank shall cause to be forwarded to us other shareholder
reports and communications.
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3. Make purchases and sales of securities or other assets
as we direct at such prices and on such terms as it
determines to be advisable. In effecting such purchases
and sales, the Bank may utilize the services of a
registered broker or dealer owning or owned by or under
common ownership or control with the Bank. Such broker
or dealer (including any affiliated broker or dealer) may
receive the usual commission or mark-up earned on such
transactions without further or more specific authority
from us. In the event that an affiliated broker or
dealer is employed, the commission or mark-up received
by such broker or dealer shall not be greater than that
which would be charged to the most favored but
unaffiliated customers of such broker or dealer.
4. Sell or exercise rights or sell full or fractional shares
of stock dividends without our consent.
5. Invest cash in interest bearing accounts, certificates of
deposit, commercial paper, Treasury Bills, master notes,
money market instruments (including, without limitation,
certificates of deposit and interest bearing accounts of
banks owned by or owning, or under common ownership or
control with the Bank and shares of money market and other
mutual funds for which the Bank or any such affiliate is
receiving management, administrative or advisory
compensation) and withdraw or liquidate as needed for any
purpose under this agreement.
In addition, unless we affirmatively indicate to the
contrary, utilize money market and other mutual funds
whose investment managers have offered to compensate the
Bank (and other institutions) for management,
administrative or advisory services at a fractional
percentage of net assets, in recognition of the fact that
the Bank will perform shareholder servicing functions
which they would otherwise have to perform themselves
if we invested with them individually rather than through
the Bank.
6. Deliver against payment matured or redeemed securities
held in the Account. The Bank is authorized also to
exchange securities in temporary form for securities in
permanent form, and to surrender old certificates for
new or overstamped certificates evidencing a change in
par value or corporate name. If securities in the
Account are in a class of securities subject to a partial
call, the Bank is authorized to determine the amount
of securities in the Account subject to the call by
lottery or other accepted industry practice.
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INVESTMENT
AND
ADMINISTRATIVE
MATTERS We understand that:
1. Fees and Expenses:
(a) The fees for handling our Account will be computed
in accordance with the Bank's Schedule of Fees as
presently in effect and as may be amended from time
to time. Receipt of a copy of the current Schedule
of Fees is hereby acknowledged. If such is amended
or superseded by a new schedule, the Bank will send
us a revised copy of the new schedule, which may
become effective ten days after it is mailed to us.
(b) Expenses incurred by the Bank in connection with
the Account may be charged to the Account as and
when incurred.
(c) Compensation shall be charged as instructed in
Schedule A or as later instructed.
2. Termination of Account:
The Account may be terminated by either party at any time,
upon delivering written notice of the termination to the
other, with the limitation that the Bank shall be entitled
to thirty days notice. In case of termination, the fees
for the final period will be determined in accordance with
the fee schedule in effect at the time of termination.
3. Actions by the Bank:
(a) All actions taken by the Bank under this agreement
shall be for our Account and risk. The Bank shall
not have any liability or responsibility for any
loss or reduction in value, or lack of or reduction
in income resulting from its compliance with any
direction from us. The Bank shall not be required
to comply with any direction to purchase any
securities unless there is sufficient cash in the
Account at the time, or with any direction to sell
any securities unless such securities are held in
the Account at that time in deliverable form. In
addition, the Bank shall not have any liability for
failure to comply with any direction given by us
or an instruction contained in this agreement if, in
good faith, it has tried to comply with such
direction or instruction. The Bank may accept
instructions from persons purporting to be the
persons authorized under this agreement, without
independent investigation. We shall be responsible
for obtaining and providing to the Bank any
documents required to sell or otherwise transfer
nonnegotiable assets such as restricted securities
and interests in partnerships and closely held
corporations
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(b) The Bank may invest Account assets in securities
not accompanied by a prospectus and may purchase
securities from the Bank or from banks or other
corporations owning or owned by or under common
ownership or control with the Bank. The sellers
of such securities may make a profit on the sale.
(c) The Bank does not have any obligation to review
the securities and other property at any time held
in the Account.
(d) The Bank does not have any obligation to advise us
or recommend to us the purchase, retention, sale,
or exchange of any securities or other property at
any time, unless provided for by a separate written
agreement between us.
4. The rights and obligations of the Bank under this
agreement (a) shall pass automatically to any bank or
trust company into or with which the Bank merges, and
(b) may be transferred by the Bank to any other bank
or trust company owning the Bank or owned by or under
common ownership or control with the Bank.
5. We hereby agree to furnish the Bank promptly upon request
with all necessary stock and bond powers and other
required documents, including corporate resolutions.
6. It is hereby certified that the officer executing this
agreement on behalf of the Investor is authorized to
do so by the Board of Directors, and that a certified
copy of the authorizing resolution or by-law will be
supplied to the Bank forthwith.
7. This agreement is to be governed by the laws of the
State of Rhode Island.
DATED: January 27, 1992 INVESTOR NAME: COPLEY FUND, INC.
BY: /s/ Irving Levine, President
Irving Levine, President
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