Exhibit 8
CUSTODIAN AGREEMENT
This Agreement, dated as of May 19, 1992, is between State Street Bank and
Trust Company, a Massachusetts trust company, having its principal place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000 ("State Street"
or the "Custodian"), and Xxxxxxx World Values Fund, Inc., a Maryland
corporation (the "Fund"), having its principal place of business at 0000
Xxxxxxxxxx Xxxxxx, Xxxxx 0000X, Xxxxxxxx, Xxxxxxxx, 00000. In consideration of
the mutual covenants and agreements contained in this Agreement, the parties
agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs State Street as the custodian of assets, including
securities, of the Fund's portfolios designated in Appendix A ("Portfolios").
The Portfolios agree to deliver to the Custodian all securities and cash now
or hereafter owned or acquired, and all payments of income, principal or
capital distributions received by them on securities owned at any given time,
and the cash consideration received for shares of the Portfolios. The
Custodian will not be responsible for any property held or received by any
Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (as defined in Section 4), the Custodian
will employ one or more subcustodians located in the United States, but only
in accordance with an applicable vote by the Board of Directors of the Fund,
and provided that the Custodian will have no more or less responsibility or
liability to the Fund on account of any actions or omissions of any
subcustodian so employed than any such subcustodian has to the Custodian, and
further provided that the Custodian will not release the subcustodian from any
responsibility or liability unless mutually agreed on by the parties in
writing.
All duties undertaken by the Custodian will be performed in a timely manner.
What constitutes timeliness in connection with a particular action will be
determined by the standards of the industry as they apply to the specific type
of transaction in question and taking into account relevant facts and
circumstances.
2. Duties of the Custodian with Respect to Property of the Fund
2.1 Holding Securities. The Custodian will hold and physically segregate
for the account of each Portfolio all non-cash property other than (a)
securities maintained in a clearing agency acting as a securities depository
or in a book-entry system authorized by the U.S. Department of the Treasury
(collectively referred to as "Securities System;" see Section 2.10), and (b)
commercial paper of an issuer for which the Custodian acts as issuing and
paying agent ("Direct Paper") which is deposited and/or maintained in the
Direct Paper System of the Custodian (see Section 2.11).
2.2 Delivery of Securities. The Custodian will release and deliver
Portfolio securities held by the Custodian or in a Securities System account
of the Custodian or in the Custodian's Direct Paper book entry system account
("Direct Paper System Account") only upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by mutual
agreement of the parties, and only in the following cases:
1) Sale. Upon the sale of and receipt of payment for a Portfolio's
securities;
2) Repurchase Agreements. Upon receipt of payment in connection with any
repurchase agreement entered into by the Fund related to the securities being
held;
3) Securities System. In the case of a sale effected through a
Securities System, in accordance with the provisions of Section 2.10;
4) Tender Offer. To the depository agent or other receiving agent in
connection with tender or other similar offers for a Portfolio's securities;
5) Redemption by issuer. To the issuer or its agent when a Portfolio's
securities are called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be delivered to
the Custodian;
6) Transfer to issuer, Nominee; Exchange. To the issuer or its agent for
transfer into the name of a Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of any agent
appointed pursuant to this Agreement or into the name or nominee name of any
subcustodian appointed pursuant to Section 1; or for exchange for a different
number of bonds, certificates or other evidence representing the same
aggregate face amount or number of units and bearing the same interest rate,
maturity date and call provisions, if any; provided that, in any such case,
the new securities are to be delivered to the Custodian;
7) Sale to Broker or Dealer. Upon the sale of a Portfolio's securities
to the broker or its clearing agent or dealer, against a receipt, for
examination in accordance with "street delivery" custom; provided that the
Custodian will have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for such securities
except as may arise from the Custodian's failure to act in accordance with its
duties as set forth in this Agreement.
8) Exchange or Conversion. For exchange or conversion pursuant to any
plan of merger, consolidation, recapitalization, reorganization, split-up of
shares, change of par value or readjustment of the securities of the issuer of
such securities, or pursuant to provisions for conversion contained in such
securities, or pursuant to any deposit agreement provided that, in any such
case, the new securities and cash, if any, are to be delivered to the
Custodian;
9) Warrants, Rights. In the case of warrants, rights or similar
securities, the surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or temporary
securities for definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10) Loans of Securities. For delivery in connection with any loans of
securities made by a Portfolio, made only against receipt of adequate
collateral as agreed on from time to time by the Custodian and the Fund on
behalf of the Portfolio. Loans may be in the form of cash, obligations issued
by the United States government, its agencies or instrumentalities or such
other property as mutually agreed by the parties, except that in connection
with any loans for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the U.S. Department of the
Treasury, the Custodian will not be held liable or responsible for the
delivery of securities owned by the Portfolio prior to the receipt of such
collateral, unless the Custodian fails to act in accordance with its duties
set forth in this Agreement;
11) Borrowings. For delivery as security in connection with any
borrowings by a Portfolio requiring a pledge of assets by the Portfolio, made
only against receipt of amounts borrowed; except, where additional collateral
is required to secure a borrowing already made, further securities may be
released for that purpose, subject to Proper Instructions;
12) Options. For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker dealer registered under
the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing Corporation, any registered
national securities exchange, any similar organization or organizations, or
the Investment Company Act of 1940, regarding escrow or other arrangements in
connection with transactions by the Fund;
13) Futures. For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures Commission merchant
registered under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract Market,
any similar organization or organizations, or the Investment Company Act of
1940, regarding account deposits in connection with transactions by the Fund;
14) In-Kind Distributions. Upon receipt of instructions from the Fund's
transfer agent, for delivery to the transfer agent or to the holders of shares
in connection with distributions in kind, as may be described from time to
time in the Portfolio's currently effective prospectus and statement of
additional information, in satisfaction of shareholder requests for repurchase
or redemption;
15) Miscellaneous. For any other proper corporate purpose, made only upon
receipt of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors signed by an officer of the Fund and
certified by the Secretary or an Assistant Secretary, specifying the
securities to be delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of the securities will be made.
In all cases, payments to the Portfolio will be made in cash, by a certified
check or a treasurer's or cashier's check of a bank, by effective bank wire
transfer through the Federal Reserve Wire System or, if appropriate, outside
of the Federal Reserve Wire System and subsequent credit to the Fund's
Custodial account, or, in case of delivery through a stock clearing company,
by book-entry credit by the stock clearing company in accordance with the then
current street custom, or such other form of payment as may be mutually agreed
on by the parties, in all such cases collected funds to be promptly credited
to the Fund.
2.3 Registration of Securities. Securities held by the Custodian (other
than bearer securities) will be registered (a) in the name of the Portfolio or
(b) in the name of any nominee of the Portfolio or of any nominee of the
Custodian assigned exclusively to the Portfolio, unless the Fund has
authorized in writing the appointment of a nominee to be used in common with
other registered investment companies having the same investment adviser as
any of the Portfolios, or in the name or nominee name of any agent appointed
pursuant to Section 2.9 or in the name or nominee name of any subcustodian
appointed pursuant to Section 1. All securities accepted by the Custodian on
behalf of a Portfolio under the terms of this Agreement will be in "street
name" or other good delivery form.
2.4 Bank Accounts. The Custodian will open and maintain a separate bank
account or accounts in the name of each Portfolio, subject only to draft or
order by the Custodian acting pursuant to the terms of this Agreement. The
Custodian will hold in the account(s), in accordance with the provisions of
this Agreement, all cash received by it from or for the account of the Fund,
other than cash maintained by the Fund in a bank account established and used
in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds
held by the Custodian for a Portfolio may be deposited for the Portfolio's
credit in the bank affiliate of the Custodian or in such other banks or trust
companies as the Custodian may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company must be qualified to
act as a custodian under the Investment Company Act of 1940. Funds will be
deposited by the Custodian in its capacity as Custodian and will be
withdrawable by the Custodian only in that capacity.
2.5 Sale of Shares and Availability of Federal Funds. Upon mutual
agreement between the Fund and the Custodian, the Custodian will, upon the
receipt of Proper Instructions, make federal funds available to the Portfolios
as of specified times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for shares of the
Portfolio which are deposited into the Portfolio's account.
2.6 Collection of Income, Dividends. The Custodian will collect on a
timely basis all income and other payments with respect to registered
securities held to which the Portfolios are entitled either by law or pursuant
to custom in the securities business. The Custodian will also collect on a
timely basis all income and other payments with respect to bearer securities
if, on the date of payment by the issuer, the securities are held by the
Custodian or its agent. The Custodian will credit a Portfolio's account with
all income or other payments on securities held in a domestic depository, on
the contractual payment date, in Clearinghouse Funds or Federal Funds as the
case may be, regardless of whether the Custodian succeeds in collecting the
item on a timely basis. This credit is subject to the Custodian's right to
reverse the credit in the event of a default in the issuer's payment of such
income. Without limiting the generality of the foregoing, the Custodian will
detach and present for payment all coupons and other income items requiring
presentation as and when they become due and will collect interest when due on
securities held pursuant to this Agreement. The Custodian will also receive
and collect all stock dividends, rights and other items of like nature as and
when they become due or payable. Income due the Portfolio on securities loaned
pursuant to the provisions of Section 2.2(10) will be the responsibility of
the Portfolio; the Custodian will have no duty or responsibility in connection
with loaned securities other than to provide the Portfolio with such
information or data as may be necessary to assist the Portfolio in arranging
for the timely delivery to the Custodian of the income to which the Fund is
properly entitled.
2.7 Payment of Portfolio Monies. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by mutual
agreement of the parties, the Custodian will pay out monies of a Portfolio in
the following cases only:
1) Purchases. Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities, or evidence of title to such
options, futures contracts or options on futures contracts, to the Custodian
(or any bank, banking firm or trust company doing business in the United
States or abroad which is qualified under the Investment Company Act of 1940,
as amended, to act as a custodian and has been designated by the Custodian as
its agent for this purpose in accordance with Section 2.9 of this Agreement)
registered in the name of the Portfolio or in the name of a nominee of the
Portfolio or of the Custodian referred to in Section 2.3 of this Agreement, or
in other proper form for transfer; (b) in the case of a purchase effected
through a Securities System, in accordance with the conditions set forth in
Section 2.10 of this Agreement; (c) in the case of a purchase involving the
Direct Paper System, in accordance with the conditions set forth in Section
2.11; or (d) in the case of repurchase agreements entered into between the
Fund and the Custodian, or another bank, or a broker-dealer which is a member
of NASD, (i) against delivery of the securities either in certificate form or
through an entry crediting the Custodian's account at the Federal Reserve Bank
with such securities or (ii) against delivery of the receipt evidencing
purchase by the Fund of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such securities from
the Fund. All coupon bonds accepted by the Custodian must have the coupons
attached or must be accompanied by a due xxxx or a check payable on coupon
payable date for the interest due on that date. Payment may be made for
purchases in advance of receipt of securities when the Custodian receives
authorization to do so on a case-by-case basis; however, the Custodian will be
absolutely liable to the Portfolio for such payment in the absence of specific
written instructions to make the payment.
2) Exchanges. In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2 hereof;
3) Redemptions. For the redemption or repurchase of shares issued by the
Fund as set forth in this Agreement;
4) Expense and Liability. For the payment of any expense or liability
incurred by the Fund, including but not limited to the following payments for
the account of the Fund: interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;
5) Dividends. For the payment of any dividends or other distributions to
shareholders declared by the Fund;
6) Short Sale Dividend. For payment of the amount of dividends received
in respect of securities sold short;
7) Loan. For repayment of a loan upon redelivery of pledged securities
and upon surrender of the note(s), if any, evidencing the loan;
8) Miscellaneous. For any other proper purpose upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of the Board
of Directors signed by an officer of the Fund and certified by its Secretary
or an Assistant Secretary, specifying the amount of such payment, setting
forth the purpose for which such payment is to be made, declaring such purpose
to be a proper purpose, and naming the person or persons to whom such payment
is to be made.
2.8 Appointment of Agents. At its discretion, the Custodian may at any
time appoint (and may at any time remove) any other bank or trust company
qualified to act as a custodian under the Investment Company Act of 1940 as
its agent to carry out such of the provisions of this Section 2 as the
Custodian may from time to time direct; provided, however, that the
appointment of any agent will not relieve the Custodian of its
responsibilities or liabilities under this Agreement.
2.9 Deposit of Securities in Securities Systems. The Custodian may
deposit and/or maintain a Portfolio's securities in a Securities System in
accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
1) Account of Custodian. The Custodian may keep a Portfolio's securities
in a Securities System provided hat such securities are represented in an
account of the Custodian in the Securities System that does not include any
assets of the Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
2) Records. The Custodian's records, with respect to a Portfolio's
securities maintained in a Securities System, must identify by book entry
those securities belonging to the Portfolio;
3) Payment/Delivery.
(a) Subject to Section 2.7 (Payment of Fund Monies), the Custodian will pay
for a Portfolio's securities upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such payment and
transfer for the account of the Portfolio;
(b) Subject to Section 2.2 (Delivery of Securities), the Custodian will
transfer a Portfolio's securities upon (i) receipt of advice from the
Securities System that payment for such securities has been transferred to the
Custodian's account, and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account of the
Portfolio;
(c) Copies of all advices from the Securities System of transfers of a
Portfolio's securities will identify the Portfolio, be maintained for the
Portfolio by the Custodian and be provided to the Portfolio at its request.
The Custodian will furnish daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Portfolio.
4) Reports. The Custodian will provide the Portfolio with any report
obtained by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding securities
deposited in the Securities System, and further agrees to provide the
Portfolio with copies of any documentation it has relating to its arrangements
with the Securities Systems as set forth in this Agreement or as otherwise
required by the Securities and Exchange Commission or any other regulatory
agency or organization:
5) Liability. Anything to the contrary in this Agreement
notwithstanding, the Custodian will be liable to the Portfolio for any loss or
expense, which may include reasonable attorneys fees, or damage to the
Portfolio resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian, its agents, or any
employee or agent of the Custodian or agent, or from failure of the Custodian
or any such agent to enforce effectively such rights as it may have against
the Securities System. At the election of the Portfolio, it will be entitled
to be subrogated to the rights of the Custodian with respect to any claim
against the Securities System or any other person that the Custodian may have
as a consequence of any such loss, expense or damage if and to the extent that
the Portfolio has not been made whole for any such loss, expense or damage.
2.10 Fund Assets Held in the Custodian's Direct Paper System. The
Custodian may deposit and/or maintain securities owned by a Portfolio in the
Direct Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions;
2) The Custodian may keep securities of a Portfolio in the Direct Paper
System only if such securities are represented in an account of the Custodian
in the Direct Paper System that does not include any assets of the Custodian
other than assets held as a fiduciary, Custodian or otherwise for customers;
3) The records of the Custodian, with respect to securities of a
Portfolio, that are maintained in the Direct Paper System will identify by
book entry those securities belonging to the Portfolio;
4) The Custodian will pay for securities purchased for the account of a
Portfolio upon the making of an entry on the records of the Custodian to
reflect such payment and transfer of securities to the account of the
Portfolio. The Custodian will transfer securities sold for the account of the
Fund upon the making of an entry on the records of the Custodian to reflect
such transfer and receipt of payment for the account of the Fund;
5) The Custodian will furnish each Portfolio confirmation of every
transfer to or from its account, in the form of a written advice or notice, of
Direct Paper on the next business day following such transfer and will furnish
to the Portfolio copies of daily transaction sheets reflecting each day's
transaction in the Securities System for its account;
6) The Custodian will provide each Portfolio with any report on its
system of internal accounting control as the Portfolio may reasonably request
from time to time;
2.11 Segregated Account. The Custodian will, upon receipt of Proper
Instructions, establish and maintain a segregated account or accounts for and
on behalf of each Portfolio, into which may be transferred cash and/or
securities, including securities maintained in an account by the Custodian
pursuant to Section 2.9 of this Agreement: (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of the Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar organization
or organizations, regarding escrow or other arrangements in connection with
transactions by a Portfolio, (ii) for purposes of segregating cash or
government securities in connection with options purchased, sold or written by
a Portfolio or commodity futures contracts or options purchased or sold by the
Portfolio, (iii) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release, rule or policy of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by registered investment
companies and (iv) for other proper corporate purposes, but only in the case
of clause (iv) upon receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of Directors setting forth the
purpose or purposes of such segregated account and declaring such purposes to
be proper corporate purposes.
2.12 Ownership Certificates for Tax Purposes. The Custodian will execute
ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments for a
Portfolio's securities and in connection with transfers of such securities.
2.13 Proxies. If the securities are registered other than in the name of a
Portfolio or a nominee of the Portfolio, the Custodian will cause all proxies
promptly to be executed by the registered holder of such securities, without
indication of the manner in which such proxies are to be voted, and will
promptly deliver to the Portfolio all proxy soliciting materials and all
notices relating to such securities.
2.14 Communications Relating to Fund Securities. The Custodian will
transmit promptly to each Portfolio all written information (including,
without limitation, pendency of calls and maturities of domestic securities
and expirations of rights in connection therewith and notices of exercise of
call and put options written by the Portfolio and the maturity of futures
contracts purchased or sold by the Portfolio) received by the Custodian from
issuers of the Portfolio's securities by the Custodian, an agent appointed
under Section 2.9, or subcustodian appointed under Section 1. With respect to
tender or exchange offers, the Custodian will transmit promptly to the
Portfolio all written information received by the Custodian, an agent
appointed under Section 2.9, or subcustodian appointed under Section 1 from
issuers of the securities whose tender or exchange is sought and from the
party (or its agents) making the tender or exchange offer. If a Portfolio
desires to take action with respect to any tender offer, exchange offer or any
other similar transaction, the Portfolio will notify the Custodian of such
desired action at least three business days prior to the time such action must
be taken under the terms of the tender, exchange offer, or other similar
transaction, and it will be the responsibility of the Custodian to timely
transmit to the appropriate person(s) the Portfolio's notice. Where the
Portfolio does not notify the Custodian of its desired action within the three
business day period, the Custodian will use its best efforts to timely
transmit the Portfolio's notice to the appropriate person.
2.15 Reports to Fund by Independent Public Accountants. At the request of
the Fund, the Custodian will provide the Fund, for the benefit of each of its
Portfolios, with audited annual reports. The Custodian will further provide
the Fund, at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the Custodian
under this Contract. Such reports will be of sufficient scope and in
sufficient detail, as may reasonably be required by the Fund to provide
reasonable assurance that any material inadequacies existing or arising since
the prior examination would be disclosed by such examination. The reports must
describe any material inadequacies disclosed and, if there are no such
inadequacies, the reports will so state.
3. Payments for Redemptions of Shares of a Portfolio
From such funds as may be available for the purpose but subject to the
limitations of the Governing Documents of the Fund and any applicable votes of
the Board of Directors of the Fund pursuant to those Documents, the Custodian
will, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of shares who have delivered to the Transfer
Agent a request for redemption of their shares. In connection with the
redemption of shares of a Portfolio, the Custodian is authorized upon receipt
of instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholder.
The Custodian will receive payments for a Portfolio's shares issued or sold
from the distributor for the Portfolio's shares or from the Transfer Agent of
the Portfolio and deposit as received into the Portfolio's account such
payments as are received for shares of the Portfolio issued or sold from time
to time by the Portfolio. The Custodian will provide timely notification to
the Portfolio and the Transfer Agent of any receipt by it of payments for
shares of the Portfolio.
4. Proper Instructions
"Proper Instructions" means a writing signed or initialed by one or more
persons authorized by the Board of Directors. Each such writing must set forth
the specific transaction or type of transaction involved, including a
statement of the purpose for which such action is requested, and may be a
blanket instruction authorizing specific transactions of a routine nature or
occurring repeatedly. Oral instructions will be considered Proper Instructions
if the Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction involved.
The Fund will cause all oral instructions to be confirmed in writing. Upon
receipt of a certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Directors of the Fund, accompanied by a detailed
description of procedures approved by the Board of Directors, Proper
Instructions may include communications effected directly between
electromechanical or electronic devices provided that the Board of Directors
and the Custodian are satisfied that such procedures afford adequate
safeguards for the Fund's assets.
5. Actions Permitted without Express Authority
In its discretion the Custodian may, without express authority from the Fund:
1) surrender securities in temporary form for securities in definitive
form;
2) endorse for collection, in the name of a Portfolio, checks, drafts
and other negotiable instruments on the same day as received: and
3) in general. attend to all nondiscretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other dealings with
the securities and property of a Portfolio except as otherwise directed by the
Board of Directors of the Fund.
6. Evidence of Authority, Reliance on Documents
The Custodian will not be liable for actions taken pursuant to instructions,
notice, request, consent, certificate or other instrument or paper reasonably
and in good faith believed by it to be genuine and to have been properly
executed by or on behalf of the Fund or a Portfolio in accordance with Proper
Instructions as defined in Section 4 of this Agreement. The Custodian may
receive and accept a certified copy of a vote of the Board of Directors of the
Fund as conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action by the
Board of Directors pursuant to the Governing Documents of the Fund as
described in such vote, and such vote may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary. So
long as and to the extent that it is in the exercise of the standard of care
set forth in Section 10 of this Agreement, the Custodian will not be
responsible for the title, validity or genuineness of any property or evidence
of title received by it or delivered by it pursuant to this Agreement and will
be held harmless in acting upon any notice, request, consent, certificate or
other instrument reasonably believed by it to be genuine and to be signed by
the proper party or parties.
7. Records, Inventory
The Custodian will create and maintain all records relating to its activities
and obligations under this Agreement in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 and Rules 31a-1 and 31a-2 thereunder. All
such records will be the property of the Fund and will at all times during the
regular business hours of the Custodian be open for inspection and audit by
duly authorized officers, employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission, and, in the event of
termination of this Agreement, will be delivered in accordance with Section 12
of this Agreement. The Custodian will, at the Fund's request, supply the Fund
with a tabulation of securities owned by any Portfolio and held by the
Custodian and will, when requested to do so by the Fund and for such
compensation as is agreed on by the Portfolio and the Custodian, include
certificate numbers in such tabulations. The Custodian will conduct a periodic
inventory of all securities and other property subject to this Agreement and
provide to the Fund a periodic reconciliation of the vaulted position of each
Portfolio to the appraised position of the Portfolio. The Custodian will
promptly report to the Fund the results of the reconciliation, indicating any
shortages or discrepancies uncovered thereby, and take appropriate action to
remedy any such shortages or discrepancies.
8. Opinion of the Fund's Independent Accountant
The Custodian will cooperate with the Fund's independent public accountants in
connection with the annual and other audits of the books and records of the
Fund and take all reasonable action, as the Fund may from time to time
request, to provide the necessary information to such accountants for the
expression of their opinion without any qualification as to the scope of their
examination, including but not limited to, any opinion in connection with the
preparation of the Fund's Form N-1A, and Form N-SAR or other reports to the
Securities and Exchange Commission or state regulatory agency and with respect
to any other legal requirements.
9. Compensation of Custodian
The Custodian will be entitled to reasonable compensation for its services and
expenses as Custodian, as detailed in the attached Addendum.
10. Responsibility of Custodian - Indemnification
Reasonable Care - Notwithstanding anything to the contrary in this Agreement,
the Custodian will be held to the exercise of reasonable care in carrying out
the provisions of this Agreement, but will be kept indemnified by and will be
without liability to the Fund for any action taken or omitted by it in good
faith without negligence.
Notice to Fund - in order for the indemnification provision contained in this
Section to apply, it is understood that if in any case the Fund may be asked
to indemnify or hold the Custodian harmless, the Fund will be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Custodian will use all reasonable care
to identify and notify the Fund promptly concerning any situation which
presents or appears likely to present the probability of such a claim for
indemnification against the Fund.
Defense of Custodian - The Fund will have the option to defend the Custodian
against any claim which may he the subject of this indemnification, and in the
event that the Fund so elects, it will so notify the Custodian, and thereupon
the Fund will take over complete defense of the claim and the Custodian will
in such situation initiate no further legal or other expenses for which it
will seek indemnification under this Section. The Custodian will in no case
confess any claim or make any compromise in any case in which the Fund will be
asked to indemnify the Custodian except with the Fund's prior written consent.
Nothing in this Section will be construed to limit any right or cause of
action on the part of the Custodian under this Agreement which is independent
of any right or cause of action on the part of the Fund. The Custodian will be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund or such other counsel as may be agreed to by the parties) on all
matters, and will be without liability for any action reasonably taken or
omitted pursuant to such advice.
If the Fund requires the Custodian to take any action with respect to
securities that involves the payment of money, or that may, in the opinion of
the Custodian, result in the Custodian or its nominee assigned to the Fund
being liable for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to take such
action, will indemnify the Custodian in an amount and form satisfactory to it.
If a Portfolio requires the Custodian to advance cash or securities for any
purpose or in the event that the Custodian or its nominee incurs or is
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except as may arise from
the Custodian's or its agent's negligent action or omission, or willful
misconduct, any property held for the account of the Portfolio will serve as
security. If the Portfolio fails to repay the Custodian promptly, the
Custodian will be entitled to use available cash and to dispose of the
Portfolio's assets to the extent necessary for reimbursement. If the Custodian
exercises this option, it must give the Portfolio reasonable notice so as to
enable the Portfolio to repay the cash or securities advanced. Such notice
will not preclude the Custodian from asserting any lien under this provision.
11. Effective Period, Termination and Amendment
This Agreement will become effective as of its execution. provided that the
Custodian will have received proof of initial approval of a particular
Securities System pursuant to Rule 17f-4 under the Investment Company Act of
1940 (see Section 2.9 of this Agreement) or of the Direct Paper System (see
Section 2.10 of this Agreement). The Portfolio will provide proof of annual
approval to the Custodian. This Agreement will continue in force until
terminated as provided in this Section. It may be amended at any time by
mutual agreement of the parties, and may be terminated by either party with 60
days written notice. The Fund may, by action of the Fund's Board of Directors,
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency
or a like event at the direction of an appropriate regulatory agency or court
of competent jurisdiction.
In the event the Agreement terminates, the Fund will pay the Custodian
whatever compensation is due as of the date of the termination, and will
reimburse the Custodian for costs, expenses and disbursements incurred in
connection with termination, but only to the extent the Fund gives prior
approval for the expenditures. Approval will not be unreasonably withheld.
12. Successor Custodian
If a successor custodian is appointed by the Board of Directors of the Fund,
the Custodian will, upon termination, deliver to the successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
securities, funds and other properties then held by it pursuant to this
Agreement, and will transfer to an account of the successor custodian all of
each Portfolio's securities held in a Securities System. The Custodian will
cooperate in assisting the successor Custodian so that it may continue any
subcustodian agreement entered into by the Custodian and any subcustodian on
behalf of the Fund.
If no successor is to be appointed, the Custodian will make the securities,
funds and other properties available as above to the Fund upon receipt of a
certified copy of a vote of the Board of Directors of the Fund.
If no written order designating a successor Custodian or certified copy of a
vote of the Board of Directors is delivered to the Custodian on or before the
effective date of the termination, the Custodian will have the right to make
delivery to a bank (as defined in the Investment Company Act of 1940) or trust
company of its own selection having aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $50,000,000,
which will become the successor custodian under this Agreement.
In the event the securities, funds and other properties remain in the
possession of the Custodian after the termination date due to failure by the
Fund to procure the certified copy of the appropriate vote of the Board of
Directors, the Custodian will be entitled to fair compensation for its
services during the period during which it retains possession of the property,
and the provisions of this Agreement relating to the duties and obligations of
the Custodian will remain in full force.
If during the term of this Agreement any Portfolio is liquidated pursuant to
law, the Custodian will distribute the remaining assets of the Portfolio after
satisfying all expenses and liabilities of that Portfolio. Such distributions
will be pro rata among the Portfolio's shareholders as certified by the
Transfer Agent, and will be in cash or, if the Portfolio so orders, in
portfolio securities. Section 10 (Responsibility of Custodian -
Indemnification) will survive any termination of this Agreement.
13. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and the Fund
may from time to time agree on such provisions interpretive of or in addition
to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions will be in a writing signed by both parties and will be
annexed to this Agreement. No interpretive or additional provisions will
contravene any applicable federal or state regulations or any provision of the
Governing Documents of the Fund, nor will they be deemed amendments to this
Agreement.
14. Notice
Notice will be considered sufficient if sent by registered or certified mail,
or by such other means as the parties agree, to the other party at the address
set forth above or at any other address specified in writing and delivered to
the other party.
15. Bond
The Custodian will, at all times, maintain a bond issued by a reputable
fidelity insurance company authorized to do business in the place where the
bond is issued. The bond will be issued against larceny and embezzlement, and
will cover each officer and employee of the Custodian who may, singly or
jointly with others, have access to securities or funds of the Fund, either
directly or through authority to receive and carry out any certificate
instruction, order request, note or other instrument required or permitted by
this Agreement. The Custodian agrees that it will not cancel, terminate or
modify the bond so as to affect adversely the Fund, except after written
notice to the Fund not less than 10 days prior to the effective date of such
cancellation, termination or modification. At the request of the Fund, the
Custodian will furnish to the Fund a copy of each such bond and each amendment
thereto.
16. Confidentiality
The Custodian agrees to treat all records and other information relative to
the Portfolios and their prior, present or future shareholders as
confidential, and the Custodian, on behalf of itself and its employees, agrees
to keep confidential all such information except when requested to divulge
such information by duly constituted authorities, or when so requested by the
Fund. If requested to divulge confidential information to anyone other than
persons normally authorized by the Fund to receive information, such as the
Fund's auditors or attorneys, the Custodian will not release the information
until it notifies the Fond in writing and receives approval in writing from
the Fund, unless required by law to do otherwise. Approval by the Fund will
not be unreasonably withheld and may not be withheld where the Custodian may
be exposed to civil or criminal contempt proceedings for failure to comply.
17. Exemption from Liens
Except as provided in Section 10 of this Agreement, the securities and other
assets held by the Custodian for a Portfolio will be subject to no lien or
charge of any kind in favor of the Custodian or any person claiming through
the Custodian, but nothing herein will be deemed to deprive the Custodian of
its right to invoke any and all remedies available at law or equity to collect
amounts due it under this Agreement. Neither the Custodian nor any
subcustodian appointed pursuant to Section 1 of this Agreement will have any
power or authority to assign, hypothecate, pledge or otherwise dispose of any
securities held by it for the Portfolio, except upon the direction of the
Fund, duly given as herein provided, and only for the account of the Portfolio.
18. Massachusetts Law to Apply
This Agreement will be construed and the provisions thereof interpreted under
and in accordance with laws of the Commonwealth of Massachusetts.
19. Governing Documents
The term "Governing Documents" refers to the Fund's Articles of Incorporation,
Bylaws and Registration Statement filed under the Securities Act of 1933, as
amended from time to time.
20. Directors and Shareholders
Neither the holders of shares in the Portfolios nor any Directors of the Fund
will be personally liable under this Agreement.
21. Successors of Parties
This Contract will be binding on and will inure to the benefit of the Fund and
the Custodian and their respective successors.
22. Integration Clause
The parties agree that all aspects of their agreement are contained in this
document, its Addendum, supplemental agreements and all amendments thereto,
and that any disputes arising in connection with this Agreement will be
decided with reference to those documents.
23. Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to the
person or persons appointed by the Board of Directors of the Fund to keep the
books of account of the Fund and/or compute the net asset value per share of
the outstanding shares of the Fund or, if directed in writing to do so by the
Fund, shall itself keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also calculate daily the
net income and, if instructed in writing by an Officer of the Fund to do so,
shall advise the Transfer Agent periodically of the division of such net
income among its various components. The calculations of the net asset value
per share and the daily income of the Fund shall be made at the time or times
and in the manner described from time to time in the Fund's currently
effective prospectus.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be affixed hereunder as of the dates indicated below.
XXXXXXX WORLD VALUES FUND, INC.
By: /s/ Date: 6/18/92
Xxxxxxx X. Xxxxxxxxx
Attest: /s/ Date: 6/18/92
Xxxx-xxx Xxxx
STATE STREET BANK AND TRUST COMPANY
By: /s/ Date: 6/23/92
Xxxxxx X. Xxxxx, Senior Vice President
Attest: /s/ Date: 6/23/92
Xxxxxx X. Xxxxxxxx, Assistant Secretary
APPENDIX A
The following Portfolio is covered by the Custodian Agreement dated as of May
19,1992 between Xxxxxxx World Values Fund, Inc. and State Street Bank and
Trust Company:
GLOBAL EQUITY PORTFOLIO
SUPPLEMENT TO CUSTODIAN AGREEMENT
This Supplement is part of the custodian agreement dated as of May 19,1992
(the "Custodian Agreement") between the Xxxxxxx World Values Fund, Inc. (the
"Fund") and State Street Bank and Trust Company (the "Custodian");
Whereas, the Custodian Agreement governs the terms and conditions under which
the Custodian maintains custody of the securities and other assets of the
Fund; and
Whereas, the Custodian and the Fund desire to amend and supplement the
Custodian Agreement in order to (i) accurately reflect the terms and
conditions under which the Custodian maintains the Fund's securities and other
non-cash property in the custody of certain foreign subcustodians in
conformity with the requirements of Rule 1 7f-5 under the Investment Company
Act of 1940, as amended, and (ii) recognize that the Fund's investments in
non-U.S. securities markets may involve an assessment by the Fund of certain
risks inherent in participation in such markets and a balancing by the Fund of
the possibility of an enhanced return available in such markets against such
risks;
Now, Therefore, in consideration of the promises set forth herein and in the
Custodian Agreement, the Custodian and the Fund hereby amend and supplement
the Custodian Agreement as follows:
1. Notwithstanding any provisions to the contrary set forth in the
Custodian Agreement, including, but not limited to, Section 3.4 thereof, but
subject to the requirements of Rule 17f-5 under the Investment Company Act of
1940, the Custodian may hold securities and other non-cash property for all of
its customers, including the Fund, with a foreign sub-custodian in a single
account that is identified as belonging to the Custodian for the benefit of
its customers, provided however, that (i) the records of the Custodian with
respect to securities and other non-cash property of the Fund which are
maintained in such account shall identify by book-entry those securities and
other non-cash property belonging to the Fund and (ii) the Custodian shall
require that securities and other non-cash property so held by the foreign
sub-custodian be held separately from any assets of the foreign sub-custodian
or of others.
2. Article 11 of the Custodian Agreement is hereby supplemented by
adding the following:
Emerging Markets and "Country Risk" - Except as may arise from the Custodians
own negligence or willful misconduct or the negligence or willful misconduct
of a sub-custodian or agent, the Custodian shall be without liability to the
Fund for any loss, liability, claim or expense resulting from or caused by;
(i) events or circumstances beyond the reasonable control of the Custodian or
any sub-custodian or Securities System or any agent or nominee of any of the
foregoing, including, without limitation, the interruption, suspension or
restriction of trading on or the closure of any securities market, power or
other mechanical or technological failures or interruptions, or computer
viruses or communications disruptions; (ii) errors by the Fund or the Fund's
investment Advisor(s) in their instructions to the Custodian, provided such
instructions have been in accordance with this Contract; (iii) the insolvency
of or acts or omissions by a Securities System; (iv) any delay or failure of
any broker, agent or intermediary, central bank or other commercially
prevalent payment or clearing system to deliver to the Custodian's
sub-custodian or agent securities purchased or in the remittance or payment
made m connection with securities sold; (v) any delay or failure of any
company, corporation or other body in charge or registering or transferring
securities in the name of the Custodian, the Fund, the Custodian's
sub-custodians, nominees or agents or agents or any consequential losses
arising out of such delay or failure to transfer such securities including
nonreceipt of bonus, dividends and rights and other accretions or benefits;
(vi) delays or inability to perform its duties due to any disorder in market
infrastructure with respect to any particular security or Securities System;
and (vii) any provision of any present or future law or regulation or order of
the United States of America, or any state thereof, or any other country, or
political subdivision thereof or of any court of competent jurisdiction.
Regardless of whether assets are maintained in the custody of a foreign
banking institution or a foreign securities depository, the Custodian shall
not be liable for "country risk", i.e. any loss, damage, cost, expense,
liability or claim resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody of any securities or cash of the
Fund or of a Portfolio in a foreign country Including, but not limited to,
losses resulting from nationalization expropriation, imposition of currency
controls or restrictions, acts of war or terrorism, riots, revolutions, work
stoppages, natural disasters or other similar events or acts.
3. Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Agreement shall continue to apply with full force
and effect.
IN WITNESS WHEREOF, of the parties hereto has caused this instrument to be
executed as a sealed instrument in its name and behalf by its duly authorized
representative as of May 19, 1992.
XXXXXXX WORLD VALUES FUND, INC.
By: /s/
Xxxxxxx X. Xxxxxxxxx, Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/
Xxxxxx X. Xxxxx, Executive Vice President
LETTER AGREEMENT BETWEEN
XXXXXXX WORLD VALUES FUND, INC.
AND STATE STREET BANK AND TRUST COMPANY
SUPPLEMENTING THE CUSTODIAN AGREEMENT
DATED AS OF MAY 19, 1992
The following items supplement the Custodian Agreement ("Agreement") dated as
of May 19, 1992, and are considered part of the Agreement:
1. The initial Addendum to the Agreement, dated as of May 19,
1992, will remain in affect for a minimum of three years; that is, until at
least May 18,1995, unless mutually agreed by the parties.
2. The Fund is entitled to pay fees to the Custodian by
analysis on collected funds, which will earn the rate stated in the Addendum
to the Agreement.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be affixed hereunder as of the dates indicated below.
XXXXXXX WORLD VALUES FUND, INC.
By: /s/
Xxxxxxx X. Xxxxxxxxx
STATE STREET BANK AND TRUST COMPANY
By: /s/
X. X. Xxxxxxxx
AMENDMENT TO THE CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and Trust Company (the
"Custodian") and (the "Funds).
WHEREAS, the Custodian and the Fund are parties to a custodian contract dated
May 12, 1992 (the "Custodian Contract") governing the terms and conditions
under which the Custodian maintains custody of the securities and other assets
of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the Custodian Contract to
provide for the maintenance of the Fund's foreign securities, and cash
incidental to transactions in such securities, in the custody of certain
foreign banking institutions and foreign securities depositories acting as
sub-custodians in conformity with the requirements of Rule 17f-5 under the
Investment Company Act of 1940;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the Custodian Contract by the
addition of the following terms and conditions;
1. Appointment of Foreign Sub-Custodians
The Fund hereby authorizes and instructs the Custodian to employ as
sub-custodians for the Fund's securities and other assets maintained outside
the United States the foreign banking institutions and foreign securities
depositories designated on Schedule A hereto ("foreign sub-custodians"). Upon
receipt of "Proper Instructions, as defined in Section 2.17 of the Custodian
Contract, together with a certified resolution of the Fund's Board of
Directors, the Custodian and the Fund may agree to amend Schedule A hereto
from time to time to designate additional foreign banking institutions and
foreign securities depositories to act as sub-custodian. Upon receipt of
Proper Instructions, the Fund may instruct the Custodian to cease the
employment of any one or more of such sub-custodians for maintaining custody
of the Fund's assets.
2. Assets to be Held
The Custodian shall limit the securities and other assets maintained in the
custody of the foreign sub-custodians to: (a) "foreign securities", as defined
in paragraph (c)(l) of Rule 17f-5 under the Investment Company Act of 1940,
and (b) cash and cash equivalents in such amounts as the Custodian or the Fund
may determine to be reasonably necessary to effect the Fund's foreign
securities transactions.
3. Foreign Securities Depositories
Except as may otherwise be agreed upon in writing by the custodian and the
Fund, assets of the Fund shall be maintained in foreign securities
depositories only through arrangements implemented by the foreign banking
institutions serving as sub-custodians pursuant to the terms hereof. Where
possible, such arrangements shall include entry into agreements containing the
provisions set forth in Section 5 hereof.
4. Segregation of-Securities
The Custodian shall identify on its books as belonging to the Fund, the
foreign securities of the Fund held by each foreign sub-custodian. Each
agreement pursuant to which the Custodian employs a foreign banking
institution shall require that such institution establish a custody account
for the Custodian on behalf of the Fund and physically segregate in that
account, securities and other assets of the Fund, and, in the event that such
institution deposits the Fund's securities in a foreign securities depository,
that it shall identify on its books as belonging to the Custodian, as agent
for the Fund, the securities so deposited.
5. Agreements with Foreign Banking Institutions
Each agreement with a foreign banking institution shall be substantially in
the form set forth in Exhibit 1 hereto and shall provide that: (a) the Fund's
assets will not be subject to any right, charge, security interest, lien or
claim of any kind in favor of the foreign banking institution or its creditors
or agents, except a claim of payment for their safe custody or administration;
(b) beneficial ownership for the Fund's assets will be freely transferable
without the payment of money or value other than for custody or
administration; (c) adequate records will be maintained identifying the assets
as belonging to the Fund; (d) officers of or auditors employed by, or other
representatives of the Custodian, including to the extent permitted under
applicable law the independent public accountants for the Fund, will be given
access to the books and records of the foreign banking institution relating to
its actions under its agreement with the Custodian; and (e) assets of the Fund
held by the foreign sub-custodian will be subject only to the instructions of
the Custodian or its agents.
6. Access of Independent Accountants of the Fund
Upon request of the Fund, the Custodian will use its best efforts to arrange
for the independent accountants of the Fund to be afforded access to the books
and records of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the performance of
such foreign banking institution under its agreement with the Custodian.
7. Reports by Custodian
The Custodian will supply to the Fund from time to time, as mutually agreed
upon, statements in respect of the securities and other assets of the Fund
held by foreign sub-custodians, including but not limited to an identification
of entities having possession of the Fund's securities and other assets and
advises or notifications of any transfers of securities to or from each
custodial account maintained by a foreign banking institution for the
Custodian on behalf of the Fund indicating, as to securities acquired for the
Fund, the identity of the entity having physical possession of such securities.
8. Transactions in Foreign Custody Account
(a) Except as otherwise provided in paragraph (b) of this Section 8, the
provisions of Sections 2.2 and 2.8 of the custodian Contract shall apply,
mutatis mutandis to the foreign securities of the Fund held outside the United
States by foreign sub-custodians.
(b) Notwithstanding any provision of the Custodian Contract to the contrary,
settlement and payment for securities received for the account of the Fund and
delivery of securities maintained for the account of the Fund may be effected
in accordance with the customary established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities to
the purchaser thereof or to a dealer therefor (or an agent for such purchaser
or dealer) against a receipt with the expectation of receiving later payment
for such securities from such purchaser or dealer.
(c) securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set
forth in section 2.3 of the Custodian Contract, and the Fund agrees to hold
any such nominee harmless from any liability as a holder of record of such
securities.
9. Liability of Foreign Sub-Custodians
Each agreement pursuant to which the Custodian employs a foreign banking
institution as a foreign sub-custodian shall require the institution to
exercise reasonable care in the performance of its duties and to indemnify,
and hold harmless the Custodian and each Fund from and against any loss,
damage cost, expense, liability or claim arising out of or in connection with
the institution's performance of such obligations. At the election of the
Fund, it shall be entitled to be subrogated to the rights of the Custodian
with respect to any claims against a foreign banking institution as a
consequence of any such loss, damage, cost, expense, liability or claim if and
to the extent that the Fund has not been made whole for any such loss, damage,
cost, expense, liability or claim.
10. Liability of Custodian
The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to sub-custodians
generally in the Custodian Contract and, regardless of whether assets are
maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank as contemplated by paragraph
13 hereof, the Custodian shall not be liable for any loss, damage, cost,
expense, liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism or any loss where the
sub-custodian has otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of this paragraph 10, in delegating custody duties to
State Street London Ltd., the Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation, except such
loss as may result from (a) political risk (including, but not limited to,
exchange control restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other losses
(excluding a bankruptcy or insolvency of State Street London Ltd. not caused
by political risk) due to Acts of God, nuclear incident or other losses under
circumstances where the Custodian and State Street London Ltd. have exercised
reasonable care.
11. Reimbursement for Advances
If the Fund requires the Custodian to advance cash or securities for any
purpose including the purchase or sale of foreign exchange or of contracts for
foreign exchange, 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 Contract, except such
as may arise from its or its nominee's own negligent action, negligent failure
to act or willful misconduct, any property at any time held for the account of
the Fund shall be security therefor and should the Fund fail to repay the
Custodian promptly, the Custodian shall be entitled to utilize available cash
and to dispose of the Fund assets to the extent necessary to obtain
reimbursement.
12. Monitoring Responsibilities
The Custodian shall furnish annually to the Fund, during the month of June,
information concerning the foreign sub-custodians employed by the Custodian.
Such information shall be similar in kind and scope to that furnished to the
Fund in connection with the initial approval of this amendment to the
Custodian Contract. In addition, the Custodian will promptly inform the Fund
in the event that the Custodian learns of a material adverse change in the
financial condition of a foreign sub-custodian or any material loss of the
assets of the Fund or in the case of any foreign sub-custodian not the subject
of an exemptive order from the Securities and Exchange Commission is notified
by such foreign sub-custodian that there appears to be a substantial
likelihood that its shareholders' equity will decline below $200 million (U.S.
dollars or the equivalent thereof) or that its shareholders' equity has
declined below $200 million (in each case computed in accordance with
generally accepted U.S. accounting principles).
13. Branches of U.S. Banks
(a) Except as otherwise set forth in this amendment to the Custodian Contract,
the provisions hereof shall not apply where the custody of the Fund assets is
maintained in a foreign branch of a banking institution which is a "bank" as
defined by section 2(a)(5) of the Investment Company Act of 1940 meeting the
Qualification set forth in Section 26(a) of said Act. The appointment of any
such branch as a sub-custodian shall be governed by paragraph 1 of the
Custodian Contract.
(b) Cash held for the Fund in the United Kingdom shall be maintained in an
interest bearing account established for the Fund with the Custodian's London
Branch, which account shall be subject to the direction of the Custodian,
State Street London Ltd. or both.
14. Applicability of Custodian Contract
Except as specifically superseded or modified herein, the terms and provisions
of the Custodian Contract shall continue to apply with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 18th day of June, 1992.
XXXXXXX WORLD VALUES FUND, INC.
By: /s/
Xxxxxxx X. Xxxxxxxxx
Attest: /s/
Xxxx-xxx Xxxx
STATE STREET BANK AND TRUST COMPANY
By: /s/
Xxxxxx X. Xxxxx, Senior Vice President
Attest: /s/
Xxxxxx X. Xxxxxxxx, Assistant Secretary
Schedule A
The following foreign banking institutions and foreign securities depositories
have been approved by the Board of Directors of Xxxxxxx World Values Fund,
Inc., for use as sub-custodians for the Fund's securities and other assets.
The best interest of the Fund and its shareholders will be served by the
custody and maintenance of securities and other assets of the Fund from time
to time with the following eligible foreign custodians: Citibank,
N.A.-Argentina; Australia and Now Zealand Banking Group Limited (ANZ),
Girozentrale und Bank der Oesterreichischen Sparkassen AG (Girozentrale);
Banque Bruxelles Xxxxxxx BBL; Citibank, N.A. -Brazil; Canada Trust Company
(Canada Trust), Citibank N.A. -Chile (Xxxxxxxx); Den Danske Bank (Den Danske);
Kansallis-Osake-Pankki (KOF); Credit Commercial De France (CCF); Berliner
Handels-und Frankfurter Bank (BHF), National Bank of Greece (NBG); Standard
Chartered Bank, Hong Kong; Standard Chartered Bank, Jakarta; Bank of Ireland
(BOI) Credito Italiano; Sumitomo Trust & Banking Co., Ltd. (Sumitomo); Bank of
Seoul; Standard Chartered Bank, Kuala Lumpur; Citibank N.A. -Mexico (Mexico
City); Bank Mees & Hope N.V. (BMH); Westpac Banking Corporation (Westpac);
Christiania Bank OG Kreditkasse (Christiania); Standard Chartered Bank,
Manila; Banco Comercial Portugues (BCP); The Development Bank of Singapore
Ltd. (DBS), Banco Hispano Americano (BHA); The Hongkong and Shanghai Banking
Corporation Limited (Colombo), Skandinaviska Enskilda Banken (SEB), Union Bank
of Switzerland (UBS); Central Trust of China, Taipei (CTC); Standard Chartered
Bank, Bangkok; Citibank, N.A. - Turkey (Istanbul); State Street London
Limited; Citibank, N.A. -Venezuela (Caracas) The Euroclear System (Euroclear);
and Centrale de Livraison de Valeurs Mobilieres S.A. (Cedel).
ADDENDUM TO CUSTODIAN AGREEMENT
The Fund will pay the following fees to State Street Bank and Trust Company
pursuant to the Custodian Agreement dated as of March 5, 1992. The rates,
which may be adjusted annually according to the Consumer Price Index (CPI),
will remain in effect until March 31, 1995, or for three years from the
commencement of services by the Custodian.
1. Administration - Three levels of service are listed below. Specific
services are outlined in the proposal. Each service includes maintenance of
one demand deposit per account per portfolio. All fees will be billed monthly
and payable quarterly.
A. Custody Service
B. Custody, Portfolio and Fund Accounting Service
C. Custody and Remote Service
Annual Charges
B. Custody,
Portfolio
Portfolio and Fund C. Custody &
Assets A. Custody Accounting Remote Service
less than $25 million $500 $40,000 $6,000
$25 - 1OO million $2,000 $40,000 $7,500
more than $100 million $3,500 $40,000 $9,000
Annual Horizon Base Charge $25,000
2. Portfolio Trades - There will be a charge for each of the following line
items processed:
State Street Bank Repos $7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
Maturity Collections $8.00
PTC Purchase, Sale, Deposit or Withdrawal $20.00
Internal Transfers $8.00
All other trades $16.00
3. Options - The following charges will apply per issue and per broker:
Option charge for each option written or closing contract price $25.00
Option expiration charge $15.00
Option exercised charge $15.00
4. Lending of Securities
Deliver loaned securities versus cash collateral $20.00
Deliver loaned securities versus securities collateral $30.00
Receive/deliver additional cash collateral $6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of loaned securities $15.00
Deliver securities collateral versus receipt of loaned securities $25.00
Loan administration - xxxx - to - market per day, per loan $3.00
5. Interest Rate Futures
Transactions - no security movement $8.00
6. Holdings Charge
For each issue maintained - monthly charge $5.00
7. Principal Reduction Payments
Per paydown $10.00
8. Dividend Charges
For items held at the request of traders over record date
in street form $50.00
9. Global Custody
Group l Group 2 Group 3 Group 4 Group 5
Austria Australia Denmark Indonesia Argentina
Canada Belgium Finland Korea Brazil
Euroclear Netherlands France Mexico Chile
Germany New Zealand Ireland Portugal Greece
Hong Kong Norway Italy Spain Philippines
Japan Singapore Malaysia Sweden Turkey
Switzerland Thailand Taiwan* Venezuela
United Kingdom
A. Net Assets (fees indicated in basis points)
Group l Group 2 Group 3 Group 4 Group 5
First $50 Million 12 15 18 25 30
Next $50 Million 10 13 16 25 30
Over $100 Million 8 11 14 25 30
B. Transaction Charge
Group l Group 2 Group 3 Group 4 Group 5
$30 $45 $60 $75 $125**
* Transaction fee indicated below does not include agent, depository and local
auditor's fees.
** Except Turkey, for which the transaction charge is $0.50 per security
settled with a minimum charge of $250 and a maximum charge of $7,500.
10. Special Services - Fees for activities of a nonrecurring nature, such as
fund consolidations or reorganizations, extraordinary security shipments and
the preparation of special reports, will be subject to negotiation. Fees for
automated pricing, yield calculation and other special items will be
negotiated separately.
11. Balance Credit - Balance credits for all funds will be applied against
the foregoing fees based on the 13 week Treasury xxxx xxxx equivalent adjusted
by the current federal reserve and FDIC insurance requirements. The rate in
effect at each prior month end will be used, adjusted to a monthly basis,
times the average collected balance in the demand deposit accounts.
12. Out - of - Pocket Expenses - Billing for recovery of out - of - pocket
expenses will be made as of the end of each month, and will be payable
quarterly. Where a dollar amount is indicated below, the fee that may be
charged to the Fund is limited as noted. Out - of - pocket expenses include,
but are not limited to:
Wire charges ($4.75)
Telephone/Line Charges
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer ($8.00)
Transfer Fees
Subcustodian Charges
Audit Letter
Federal Reserve Fee for Return Check Items Over $2,500 ($4.25)
GNMA Transfer ($15.00)
PTC Deposit/Withdrawal for same-day turnaround ($50.00)
Overdrafts (Prime Rate)
13. Demand Deposit Services - [Note: Demand Deposit Account Services are
charged for accounts other than the portfolio custody account(s).]
Account Maintenance $12.00
Statements (Duplicate and Additional) $4.00
Check(s) Paid $0.18
Deposit Ticket Processed $0.85
Deposit Item Based
Commercial Encoded varies
Commercial Unencoded $0.10
Return Deposited Item (Commercial) $3.00
*Redeposit of Item
Per Deposit $1.00
Per Item $0.50
Pay/Return Checks Against Zero, NFS or UNC Funds $15.00
Check Certification $7.00
Stop Payment Order (Manual) $15.00
Wire Transfer Out $4.75
Wire Transfer In $4.75
Photo Requests Adjustments $5.00
Auditors Confirmations $25.00
**FDIC $0.195/$100/year
Treasurers Checks $7.00
Money Orders $2.50
Counter Checks $1.50
* In addition to the charges for Redeposit of item, an adjustment to the daily
float calculation will be assessed.
** The rate utilized for FDIC compensation will reflect that which is charged
by the agency for the applicable period.
14. Cash Management
Automated Wires (via Terminal) - Per log-on $2.00
Automated Wires (CPU to CPU) - Monthly Fees: Set-up (one-time charge)
Installation $2,500.00
Modems (2) $3,000.00
Encription (2) $5,200.00
Outgoing wires will be charged as noted in Demand Deposit Section
Automated Clearing House (ACH) Processing
Per Tape $15.00
Per Item $0.06
Controlled Disbursement
Monthly Funding and Reporting $125.00
Per Check Paid $0.08
Balance Reporting (SSCAN)
Annual Base (Per Client) $1,000.00
Per Account, Per Report $50.00
("Report" daily, 1,000 transactions/month)
Intraday Report, per account $200.00
Reconcilement Services (Partial)
Monthly Maintenance $100.00
Per Item $0.06
Monthly Minimum $140.00
Full - Electronic input
Monthly Maintenance $145.00
Per Item $0.06
Monthly Minimum $205.00
Additional Reconcilement Services
On-line inquiry
3 Month Storage, Per Item $0.01
6 Month Storage, Per Item $0.02
On-line Photo Request, Per Item $1.00
On-line Stop Payment, Per Item $6.00
Microfilm of Check, Per Item $0.02
Check Redemption, Per Item $0.02
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be affixed hereunder as of the dates indicated below.
XXXXXXX WORLD VALUES FUND, INC.
By: /s/
Xxxxxxx X. Xxxxxxxxx
STATE STREET BANK AND TRUST COMPANY
By: /s/
X. X. Xxxxxxxx
