CHASE
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective December 6, 1996 and is
between THE CHASE MANHATTAN BANK ("Bank") and each of the
investment companies listed on Exhibit I hereto, as amended
from time to time, each acting on its own behalf and not on
behalf of any other investment company and each being solely
responsible for its obligations (each, a "Customer").
1. Customer Accounts.
Bank shall establish and maintain the following
accounts ("Accounts"):
(a) A custody account in the name of Customer
("Custody Account") for any and all stocks, shares, bonds,
debentures, notes, mortgages or other obligations for the
payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights
to receive, purchase or subscribe for the same or evidencing
or representing any other rights or interests therein and
other similar property whether certificated or
uncertificated as may be received by Bank or its
Subcustodian (as defined in Section 3) for the account of
Customer ("Securities"); and
(b) A deposit account in the name of Customer
("Deposit Account") for any and all cash in any currency
received by Bank or its Subcustodian for the account of
Customer, which cash shall not be subject to withdrawal by
draft or check.
Customer warrants its authority to: 1) deposit the
cash and Securities ("Assets") received in the Accounts and
2) give Instructions (as defined in Section 11) concerning
the Accounts. Bank may deliver securities of the same class
in place of those deposited in the Custody Account.
Upon written agreement between Bank and Customer,
additional Accounts may be established and separately
accounted for as additional Accounts hereunder.
2. Maintenance of Securities and Cash at Bank and
Subcustodian Locations.
Unless Instructions specifically require another
location acceptable to Bank:
(a) Securities shall be held in the country or other
jurisdiction in which the principal trading market for such
Securities is located, where such Securities are to be
presented for payment or where such Securities are acquired;
and
(b) Cash shall be credited to an account in a
country or other jurisdiction in which such cash may be
legally deposited or is the legal currency for the payment
of public or private debts.
Cash may be held pursuant to Instructions in either
interest or non-interest bearing accounts as may be
available for the particular currency. To the extent
Instructions are issued and Bank can comply with such
Instructions, Bank is authorized to maintain cash balances
on deposit for Customer with itself or one of its
"Affiliates" at such reasonable rates of interest as may
from time to time be paid on such accounts, or in
non-interest bearing accounts as Customer may direct, if
acceptable to Bank. For purposes hereof, the term
"Affiliate" shall mean an entity controlling, controlled by,
or under common control with, Bank.
If Customer wishes to have any of its Assets held in
the custody of an institution other than the established
Subcustodians as defined in Section 3 (or their securities
depositories), such arrangement must be authorized by a
written agreement, signed by Bank and Customer.
3. Subcustodians and Securities Depositories.
Bank may act hereunder through the subcustodians
listed in Schedule A hereof with which Bank has entered into
subcustodial agreements ("Subcustodians"). Customer
authorizes Bank to hold Assets in the Accounts in accounts
which Bank has established with one or more of its branches
or Subcustodians. Bank and Subcustodians are authorized to
hold any of the Securities in their account with any
securities depository in which they participate.
Bank reserves the right to add new, replace or remove
Subcustodians. Customer shall be given reasonable notice by
Bank of any amendment to Schedule A. Upon request by
Customer, Bank shall identify the name, address and
principal place of business of any Subcustodian of
Customer's Assets and the name and address of the
governmental agency or other regulatory authority that
supervises or regulates such Subcustodian.
4. Use of Subcustodian.
(a) Bank shall identify the Assets on its books as
belonging to Customer.
(b) A Subcustodian shall hold such Assets together
with assets belonging to other customers of Bank in accounts
identified on such Subcustodian's books as custody accounts
for the exclusive benefit of customers of Bank.
(c) Any Assets in the Accounts held by a
Subcustodian shall be subject only to the instructions of
Bank or its agent. Any Securities held in a securities
depository for the account of a Subcustodian shall be
subject only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a
Subcustodian for holding Bank's customers' assets shall
provide that such assets shall not be subject to any right,
charge, security interest, lien or claim of any kind in
favor of such Subcustodian, except for safe custody or
administration, and that the beneficial ownership of such
assets shall be freely transferable without the payment of
money or value other than for safe custody or
administration. The foregoing shall not apply to the extent
of any special agreement or arrangement made by Customer
with any particular Subcustodian.
5. Deposit Account Transactions.
(a) Bank or its Subcustodians shall make payments
from the Deposit Account upon receipt of Instructions which
include all information required by Bank.
(b) In the event that any payment to be made under
this Section 5 exceeds the funds available in the Deposit
Account, Bank, in its discretion, may advance Customer such
excess amount which shall be deemed a loan payable on
demand, bearing interest at the rate customarily charged by
Bank on similar loans.
(c) If Bank credits the Deposit Account on a payable
date, or at any time prior to actual collection and
reconciliation to the Deposit Account, with interest,
dividends, redemptions or any other amount due, Customer
shall promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in
the ordinary course of business or (ii) that such amount was
incorrectly credited. If Customer does not promptly return
any amount upon such notification, Bank shall be entitled,
upon oral or written notification to Customer, to reverse
such credit by debiting the Deposit Account for the amount
previously credited. Bank or its Subcustodian shall have no
duty or obligation to institute legal proceedings, file a
claim or a proof of claim in any insolvency proceeding or
take any other action with respect to the collection of such
amount, but may act for Customer upon Instructions after
consultation with Customer.
6. Custody Account Transactions.
(a) Securities shall be transferred, exchanged or
delivered by Bank or its Subcustodian upon receipt by Bank
of Instructions which include all information required by
Bank. Settlement and payment for Securities received for,
and delivery of Securities out of, the Custody Account may
be made in accordance with the customary or established
securities trading or securities processing practices and
procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery
of Securities to a purchaser, dealer or their agents against
a receipt with the expectation of receiving later payment
and free delivery. Delivery of Securities out of the
Custody Account may also be made in any manner specifically
required by Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the
Accounts on a contractual settlement date with cash or
Securities with respect to any sale, exchange or purchase of
Securities. Otherwise, such transactions shall be credited
or debited to the Accounts on the date cash or Securities
are actually received by Bank and reconciled to the Account.
(i) Bank may reverse credits or debits made to
the Accounts in its discretion if the related
transaction fails to settle within a reasonable
period, determined by Bank in its discretion, after
the contractual settlement date for the related
transaction.
(ii) If any Securities delivered pursuant to
this Section 6 are returned by the recipient thereof,
Bank may reverse the credits and debits of the
particular transaction at any time.
7. Actions of Bank.
Bank shall follow Instructions received regarding
assets held in the Accounts. However, until it receives
Instructions to the contrary, Bank shall:
(i) Present for payment any Securities which
are called, redeemed or retired or otherwise become
payable and all coupons and other income items which
call for payment upon presentation, to the extent that
Bank or Subcustodian is actually aware of such
opportunities.
(ii) Execute in the name of Customer such
ownership and other certificates as may be required to
obtain payments in respect of Securities.
(iii) Exchange interim receipts or temporary
Securities for definitive Securities.
(iv) Appoint brokers and agents for any
transaction involving the Securities, including,
without limitation, Affiliates of Bank or any
Subcustodian.
(v) Issue statements to Customer, at times
mutually agreed upon, identifying the Assets in the
Accounts.
Bank shall send Customer an advice or notification of
any transfers of Assets to or from the Accounts. Such
statements, advice or notifications shall indicate the
identity of the entity having custody of the Assets. Unless
Customer sends Bank a written exception or objection to any
Bank statement within sixty (60) days of receipt, Customer
shall be deemed to have approved such statement. In such
event, or where Customer has otherwise approved any such
statement, Bank shall, to the extent permitted by law, be
released, relieved and discharged with respect to all
matters set forth in such statement or reasonably implied
therefrom as though it had been settled by the decree of a
court of competent jurisdiction in an action where Customer
and all persons having or claiming an interest in Customer
or Customer's Accounts were parties.
All collections of funds or other property paid or
distributed in respect of Securities in the Custody Account
shall be made at the risk of Customer. Bank shall have no
liability for any loss occasioned by delay in the actual
receipt of notice by Bank or by its Subcustodians of any
payment, redemption or other transaction regarding
Securities in the Custody Account in respect of which Bank
has agreed to take any action hereunder.
8. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions. Whenever Bank receives
information concerning the Securities which requires
discretionary action by the beneficial owner of the
Securities (other than a proxy), such as subscription
rights, bonus issues, stock repurchase plans and rights
offerings, or legal notices or other material intended to be
transmitted to securities holders ("Corporate Actions"),
Bank shall give Customer notice of such Corporate Actions to
the extent that Bank's central corporate actions department
has actual knowledge of a Corporate Action in time to notify
its customers.
When a rights entitlement or a fractional interest
resulting from a rights issue, stock dividend, stock split
or similar Corporate Action is received which bears an
expiration date, Bank shall endeavor to obtain Instructions
from Customer or its Authorized Person, but if Instructions
are not received in time for Bank to take timely action, or
actual notice of such Corporate Action was received too late
to seek Instructions, Bank is authorized to sell such rights
entitlement or fractional interest and to credit the Deposit
Account with the proceeds or take any other action it deems,
in good faith, to be appropriate in which case it shall be
held harmless for any such action.
(b) Proxy Voting. Bank shall provide proxy voting
services, if elected by Customer, in accordance with the
terms of the proxy voting services rider hereto. Proxy
voting services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which
may be Affiliates of Bank).
(c) Tax Reclaims.
(i) Subject to the provisions hereof, Bank
shall apply for a reduction of withholding tax and any
refund of any tax paid or tax credits which apply in
each applicable market in respect of income payments
on Securities for the benefit of Customer which Bank
believes may be available to such Customer.
(ii) The provision of tax reclaim services by
Bank is conditional upon Bank receiving from the
beneficial owner of Securities (A) a declaration of
its identity and place of residence and (B) certain
other documentation (pro forma copies of which are
available from Bank). Customer acknowledges that, if
Bank does not receive such declarations, documentation
and information, additional United Kingdom taxation
shall be deducted from all income received in respect
of Securities issued outside the United Kingdom and
that U.S. non-resident alien tax or U.S. backup
withholding tax shall be deducted from U.S. source
income. Customer shall provide to Bank such
documentation and information as it may require in
connection with taxation, and warrants that, when
given, this information shall be true and correct in
every respect, not misleading in any way, and contain
all material information. Customer undertakes to
notify Bank immediately if any such information
requires updating or amendment.
(iii) Bank shall not be liable to Customer or
any third party for any tax, fines or penalties
payable by Bank or Customer, and shall be indemnified
accordingly, whether these result from the inaccurate
completion of documents by Customer or any third
party, or as a result of the provision to Bank or any
third party of inaccurate or misleading information or
the withholding of material information by Customer or
any other third party, or as a result of any delay of
any revenue authority or any other matter beyond the
control of Bank.
(iv) Customer confirms that Bank is authorized
to deduct from any cash received or credited to the
Deposit Account any taxes or levies required by any
revenue or governmental authority for whatever reason
in respect of the Securities or Cash Accounts.
(v) Bank shall perform tax reclaim services
only with respect to taxation levied by the revenue
authorities of the countries notified to Customer from
time to time and Bank may, by notification in writing,
at its absolute discretion, supplement or amend the
markets in which the tax reclaim services are offered.
Other than as expressly provided in this sub-clause,
Bank shall have no responsibility with regard to
Customer's tax position or status in any jurisdiction.
(vi) Customer confirms that Bank is authorized
to disclose any information requested by any revenue
authority or any governmental body in relation to
Customer or the Securities and/or Cash held for
Customer.
(vii) Tax reclaim services may be provided by
Bank or, in whole or in part, by one or more third
parties appointed by Bank (which may be Affiliates of
Bank); provided that Bank shall be liable for the
performance of any such third party to the same extent
as Bank would have been if it performed such services
itself.
9. Nominees.
Securities which are ordinarily held in registered
form may be registered in a nominee name of Bank,
Subcustodian or securities depository, as the case may be.
Bank may without notice to Customer cause any such
Securities to cease to be registered in the name of any such
nominee and to be registered in the name of Customer. In
the event that any Securities registered in a nominee name
are called for partial redemption by the issuer, Bank may
allot the called portion to the respective beneficial
holders of such class of security in any manner Bank deems
to be fair and equitable. Customer shall hold Bank,
Subcustodians, and their respective nominees harmless from
any liability arising directly or indirectly from their
status as a mere record holder of Securities in the Custody
Account.
10. Authorized Persons.
As used herein, the term "Authorized Person" means
employees or agents including investment managers as have
been designated by written notice from Customer or its
designated agent to act on behalf of Customer hereunder.
Such persons shall continue to be Authorized Persons until
such time as Bank receives Instructions from Customer or its
designated agent that any such employee or agent is no
longer an Authorized Person.
11. Instructions.
The term "Instructions" means instructions of any
Authorized Person received by Bank, via telephone, telex,
facsimile transmission, bank wire or other teleprocess or
electronic instruction or trade information system
acceptable to Bank which Bank believes in good faith to have
been given by Authorized Persons or which are transmitted
with proper testing or authentication pursuant to terms and
conditions which Bank may specify. Unless otherwise
expressly provided, all Instructions shall continue in full
force and effect until canceled or superseded.
Any Instructions delivered to Bank by telephone shall
promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature
of such Person), but Customer shall hold Bank harmless for
the failure of an Authorized Person to send such
confirmation in writing, the failure of such confirmation to
conform to the telephone instructions received or Bank's
failure to produce such confirmation at any subsequent time.
Bank may electronically record any Instructions given by
telephone, and any other telephone discussions with respect
to the Custody Account. Customer shall be responsible for
safeguarding any testkeys, identification codes or other
security devices which Bank shall make available to Customer
or its Authorized Persons.
12. Standard of Care; Liabilities.
(a) Bank shall be responsible for the performance of
only such duties as are set forth herein or expressly
contained in Instructions which are consistent with the
provisions hereof as follows:
(i) Bank shall use reasonable care with
respect to its obligations hereunder and the
safekeeping of Assets. Bank shall be liable to
Customer for any loss which shall occur as the result
of the failure of a Subcustodian to exercise
reasonable care with respect to the safekeeping of
such Assets to the same extent that Bank would be
liable to Customer if Bank were holding such Assets in
New York. In the event of any loss to Customer by
reason of the failure of Bank or its Subcustodian to
utilize reasonable care, Bank shall be liable to
Customer only to the extent of Customer's direct
damages, to be determined based on the market value of
the property which is the subject of the loss at the
date of discovery of such loss and without reference
to any special conditions or circumstances. Bank
shall have no liability whatsoever for any
consequential, special, indirect or speculative loss
or damages (including, but not limited to, lost
profits) suffered by Customer in connection with the
transactions contemplated hereby and the relationship
established hereby even if Bank has been advised as to
the possibility of the same and regardless of the form
of the action. Bank shall not be responsible for the
insolvency of any Subcustodian which is not a branch
or Affiliate of Bank.
(ii) Bank shall not be responsible for any act,
omission, default or the solvency of any broker or
agent which it or a Subcustodian appoints unless such
appointment was made negligently or in bad faith.
(iii) Bank shall be indemnified by, and without
liability to Customer for any action taken or omitted
by Bank whether pursuant to Instructions or otherwise
within the scope hereof if such act or omission was in
good faith, without negligence. In performing its
obligations hereunder, Bank may rely on the
genuineness of any document which it believes in good
faith to have been validly executed.
(iv) Customer shall pay for and hold Bank
harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other
governmental charges, and any related expenses with
respect to income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may
act, upon the advice of counsel (who may be counsel
for Customer) on all matters and shall be without
liability for any action reasonably taken or omitted
pursuant to such advice.
(vi) Bank need not maintain any insurance for
the benefit of Customer.
(vii) Without limiting the foregoing, Bank shall
not be liable for any loss which results from: 1) the
general risk of investing, or 2) investing or holding
Assets in a particular country including, but not
limited to, losses resulting from malfunction,
interruption of or error in the transmission of infor-
mation caused by any machines or system or
interruption of communication facilities, abnormal
operating conditions, nationalization, expropriation
or other governmental actions; regulation of the
banking or securities industry; currency restrictions,
devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities
transactions or affect the value of Assets.
(viii) Neither party shall be liable to the
other for any loss due to forces beyond their control
including, but not limited to strikes or work
stoppages, acts of war (whether declared or
undeclared) or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first
paragraph of this Section 12, it is specifically
acknowledged that Bank shall have no duty or responsibility
to:
(i) question Instructions or make any
suggestions to Customer or an Authorized Person
regarding such Instructions;
(ii) supervise or make recommendations with
respect to investments or the retention of Securities;
(iii) advise Customer or an Authorized Person
regarding any default in the payment of principal or
income of any security other than as provided in
Section 5(c) hereof;
(iv) evaluate or report to Customer or an
Authorized Person regarding the financial condition of
any broker, agent or other party to which Securities
are delivered or payments are made pursuant hereto;
and
(v) review or reconcile trade confirmations
received from brokers. Customer or its Authorized
Persons (as defined in Section 10) issuing
Instructions shall bear any responsibility to review
such confirmations against Instructions issued to and
statements issued by Bank.
(c) Customer authorizes Bank to act hereunder
notwithstanding that Bank or any of its divisions or
Affiliates may have a material interest in a transaction, or
circumstances are such that Bank may have a potential
conflict of duty or interest including the fact that Bank or
any of its Affiliates may provide brokerage services to
other customers, act as financial advisor to the issuer of
Securities, act as a lender to the issuer of Securities, act
in the same transaction as agent for more than one customer,
have a material interest in the issue of Securities, or earn
profits from any of the activities listed herein.
13. Fees and Expenses.
Customer shall pay Bank for its services hereunder
such amounts as may be agreed upon in writing, together with
Bank's reasonable out-of-pocket or incidental expenses,
including, but not limited to, legal fees. Bank shall have
a lien on and is authorized to charge any Accounts of
Customer for any amount owing to Bank under any provision
hereof.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate
the administration of Customer's trading and investment
activity, Bank is authorized to enter into spot or forward
foreign exchange contracts with Customer or an Authorized
Person for Customer and may also provide foreign exchange
through its subsidiaries, Affiliates or Subcustodians.
Instructions, including standing instructions, may be issued
with respect to such contracts but Bank may establish rules
or limitations concerning any foreign exchange facility made
available. In all cases where Bank, its subsidiaries,
Affiliates or Subcustodians enter into a foreign exchange
contract related to Accounts, the terms and conditions of
the then current foreign exchange contract of Bank, its
subsidiary, Affiliate or Subcustodian and, to the extent not
inconsistent, this Agreement shall apply to such
transaction.
(b) Certification of Residency, etc. Customer
certifies that it is a resident of the United States and
shall notify Bank of any changes in residency. Bank may
rely upon this certification or the certification of such
other facts as may be required to administer Bank's
obligations hereunder. Customer shall indemnify Bank
against all losses, liability, claims or demands arising
directly or indirectly from any such certifications.
(c) Access to Records. Bank shall allow Customer's
independent public accountant reasonable access to the
records of Bank relating to the Assets as is required in
connection with their examination of books and records
pertaining to Customer's affairs. Subject to restrictions
under applicable law, Bank shall also obtain an undertaking
to permit Customer's independent public accountants
reasonable access to the records of any Subcustodian which
has physical possession of any Assets as may be required in
connection with the examination of Customer's books and
records.
(d) Governing Law; Successors and Assigns, Captions
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN NEW YORK
and shall not be assignable by either party, but
shall bind the successors in interest of Customer and Bank.
The captions given to the sections and subsections of this
Agreement are for convenience of reference only and are not
to be used to interpret this Agreement.
(e) Entire Agreement; Applicable Riders. Customer
represents that the Assets deposited in the Accounts are
(Check one):
Employee Benefit Plan or other assets subject
to the Employee Retirement Income Security Act of
1974, as amended ("ERISA");
X Investment Company assets subject to certain
U.S. Securities and Exchange Commission rules
and regulations;
Neither of the above.
This Agreement consists exclusively of this document
together with Schedule A, Exhibit I and the following
Rider(s) [Check applicable rider(s)]:
ERISA
X INVESTMENT COMPANY
X PROXY VOTING
X SPECIAL TERMS AND CONDITIONS
There are no other provisions hereof and this
Agreement supersedes any other agreements, whether written
or oral, between the parties. Any amendment hereto must be
in writing, executed by both parties.
(f) Severability. In the event that one or more
provisions hereof are held invalid, illegal or unenforceable
in any respect on the basis of any particular circumstances
or in any jurisdiction, the validity, legality and
enforceability of such provision or provisions under other
circumstances or in other jurisdictions and of the remaining
provisions shall not in any way be affected or impaired.
(g) Waiver. Except as otherwise provided herein, no
failure or delay on the part of either party in exercising
any power or right hereunder operates as a waiver, nor does
any single or partial exercise of any power or right
preclude any other or further exercise, or the exercise of
any other power or right. No waiver by a party of any
provision hereof, or waiver of any breach or default, is
effective unless in writing and signed by the party against
whom the waiver is to be enforced.
(h) Representations and Warranties. (i) Customer
hereby represents and warrants to Bank that: (A) it has
full authority and power to deposit and control the
Securities and cash deposited in the Accounts; (B) it has
all necessary authority to use Bank as its custodian; (C)
this Agreement is its legal, valid and binding obligation,
enforceable in accordance with its terms; (D) it shall have
full authority and power to borrow moneys and enter into
foreign exchange transactions; and (E) it has not relied on
any oral or written representation made by Bank or any
person on its behalf, and acknowledges that this Agreement
sets out to the fullest extent the duties of Bank. (ii)
Bank hereby represents and warrants to Customer that: (A)
it has the power and authority to perform its obligations
hereunder, (B) this Agreement constitutes a legal, valid
and binding obligation on it; enforceable in accordance
with its terms; and (C) that it has taken all necessary
action to authorize the execution and delivery hereof.
(i) Notices. All notices hereunder shall be
effective when actually received. Any notices or other
communications which may be required hereunder are to be
sent to the parties at the following addresses or such
other addresses as may subsequently be given to the other
party in writing: (a) Bank: The Chase Manhattan Bank, 0
Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention:
Global Custody Division; and (b) Customer: C/O Xxxxx
Xxxxxx Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxx or Xxxxxxxxx X.
Xxxxx.
(j) Termination. This Agreement may be terminated
by Customer or Bank by giving sixty (60) days written notice
to the other, provided that such notice to Bank shall
specify the names of the persons to whom Bank shall deliver
the Assets in the Accounts. If notice of termination is
given by Bank, Customer shall, within sixty (60) days
following receipt of the notice, deliver to Bank
Instructions specifying the names of the persons to whom
Bank shall deliver the Assets. In either case Bank shall
deliver the Assets to the persons so specified, after
deducting any amounts which Bank determines in good faith to
be owed to it under Section 13. If within sixty (60) days
following receipt of a notice of termination by Bank, Bank
does not receive Instructions from Customer specifying the
names of the persons to whom Bank shall deliver the Assets,
Bank, at its election, may deliver the Assets to a bank or
trust company doing business in the State of New York to be
held and disposed of pursuant to the provisions hereof, or
to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.
(k) Imputation of Certain Information. Bank shall
not be held responsible for and shall not be required to
have regard to information held by any person by imputation
or information of which Bank is not aware by virtue of a
"Chinese Wall" arrangement. If Bank becomes aware of
confidential information which in good faith it feels
inhibits it from effecting a transaction hereunder Bank may
refrain from effecting it.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first-above written.
CUSTOMER
By:____________________________________________
Title: Senior Vice President and Treasurer
Date: December 6, 1996
THE CHASE MANHATTAN BANK
By:____________________________________________
Title:
Date:
00000
XXXXX XX XXX XXXX )
: ss.
COUNTY OF NEW YORK )
On this 6th day of December, 1996, before me
personally came Xxxxx X. Xxxxxxx, to me known, who being by
me duly sworn, did depose and say that he resides in
Holmdel, New Jersey at 00 Xxxxxxxx Xxxxx, that he is Senior
Vice President and Treasurer of Customer, the entity
described in and which executed the foregoing instrument;
and that he signed his name thereto by order of said entity.
Xxxxx X. Xxxxxxx
Sworn to before me this 6th
day of December, 1996.
Notary
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this _______ day of December, 1996, before me
personally came
, to me known, who being by me duly sworn, did depose and
say that he/she resides in
at that he/she is a Vice President of THE CHASE MANHATTAN
BANK, the corporation described in and which executed the
foregoing instrument; that he/she knows the seal of said
corporation, that the seal affixed to said instrument is
such corporate seal, that it was so affixed by order of the
Board of Directors of said corporation, and that he/she
signed his/her name thereto by like order.
Sworn to before me this
day of , 199 .
Notary
EXHIBIT I
Dated December 6, 1996
Xxxxx Xxxxxx World Funds, Inc.
Emerging Market Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
Xxxxx Xxxxxx Natural Resources Fund Inc.
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Diversified Strategic Income Fund
Consulting Group Capital Markets Funds (TRAK)
International Equity Investments
International Fixed Income Investments
Emerging Markets Equity Investments
The Italy Fund
Travelers Series Fund Inc. (Vintage)
GT Global Strategic Income Portfolio
Xxxxx Xxxxxx International Equity Portfolio
Xxxxx Xxxxxx Pacific Basin Portfolio
Travelers Series Trust (Architect)
Lazard International Stock Portfolio
Xxxxx Xxxxxx Series Trust (Symphony)
Diversified Strategic Income Fund
International Equity Fund
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
Each of the Investment Companies listed on Exhibit I to said
Global Custody Agreement
effective December 6, 1996
Customer represents that the Assets being placed in
Bank's custody are subject to the Investment Company Act of
1940, as amended (the "1940 Act"), as the same may be
amended from time to time.
Except to the extent that Bank has specifically agreed
to comply with a condition of a rule, regulation,
interpretation promulgated by or under the authority of the
Securities and Exchange Commission ("SEC") or the Exemptive
Order applicable to accounts of this nature issued to Bank
(1940 Act, Release No. 12053, November 20, 1981), as
amended, or unless Bank has otherwise specifically agreed,
Customer shall be solely responsible to assure that the
maintenance of Assets hereunder complies with such rules,
regulations, interpretations or exemptive order promulgated
by or under the authority of the Securities Exchange
Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities
Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as
used herein shall mean a branch of a qualified U.S.
bank, an eligible foreign custodian or an eligible
foreign securities depository, which are further
defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S.
bank as defined in Rule 17f-5 under the 1940 Act;
(b) "eligible foreign custodian" shall mean (i) a
banking institution or trust company, incorporated or
organized under the laws of a country other than the
United States, that is regulated as such by that
country's government or an agency thereof and that has
shareholders' equity in excess of $200 million in U.S.
currency (or a foreign currency equivalent thereof) as
of the close of its fiscal year most recently
completed prior to the date hereof, (ii) a majority
owned direct or indirect subsidiary of a qualified
U.S. bank or bank holding company that is incorporated
or organized under the laws of a country other than
the United States and that has shareholders' equity in
excess of $100 million in U.S. currency (or a foreign
currency equivalent thereof) as of the close of its
fiscal year most recently completed prior to the date
hereof, (iii) a banking institution or trust company
incorporated or organized under the laws of a country
other than the United States or a majority owned
direct or indirect subsidiary of a qualified U.S. bank
or bank holding company that is incorporated or
organized under the laws of a country other than the
United States which has such other qualifications as
shall be specified in Instructions and approved by
Bank; or (iv) any other entity that shall have been so
qualified by exemptive order, rule or other
appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall
mean a securities depository or clearing agency,
incorporated or organized under the laws of a country
other than the United States, which operates (i) the
central system for handling securities or equivalent
book-entries in that country, or (ii) a transnational
system for the central handling of securities or
equivalent book-entries.
Customer represents that its Board of Directors has
approved each of the Subcustodians listed in Schedule A
hereto, and further represents that its Board has determined
that the use of each Subcustodian and the terms of each
subcustody agreement are consistent with the best interests
of the Fund(s) and its (their) shareholders. Bank shall
supply Customer with any amendment to Schedule A for
approval. Customer has supplied or shall supply Bank with
certified copies of its Board of Directors resolution(s)
with respect to the foregoing prior to placing Assets with
any Subcustodian so approved.
Section 11. Instructions.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account
Transactions made pursuant to Section 5 and 6 hereof
may be made only for the purposes listed below.
Instructions must specify the purpose for which any
transaction is to be made and Customer shall be solely
responsible to assure that Instructions are in accord
with any limitations or restrictions applicable to
Customer by law or as may be set forth in its
prospectus.
(a) In connection with the purchase or sale of
Securities at prices as confirmed by Instructions;
(b) When Securities are called, redeemed or retired,
or otherwise become payable;
(c) In exchange for or upon conversion into other
securities alone or other securities and cash pursuant
to any plan or merger, consolidation, reorganization,
recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their
terms into other securities;
(e) Upon exercise of subscription, purchase or other
similar rights represented by Securities;
(f) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses;
(g) In connection with any borrowings by Customer
requiring a pledge of Securities, but only against
receipt of amounts borrowed;
(h) In connection with any loans, but only against
receipt of adequate collateral as specified in
Instructions which shall reflect any restrictions
applicable to Customer;
(i) For the purpose of redeeming shares of the
capital stock of Customer and the delivery to, or the
crediting to the account of, Bank, its Subcustodian or
Customer's transfer agent, such shares to be purchased
or redeemed;
(j) For the purpose of redeeming in kind shares of
Customer against delivery to Bank, its Subcustodian or
Customer's transfer agent of such shares to be so
redeemed;
(k) For delivery in accordance with the provisions of
any agreement among Customer, Bank and a broker-dealer
registered under the Securities Exchange Act of 1934
and a member of The National Association of Securities
Dealers, Inc., relating to compliance with the rules
of The Options Clearing Corporation and of any
registered national securities exchange, or of any
similar organization or organizations, regarding
escrow or other arrangements in connection with
transactions by Customer;
(l) For release of Securities to designated brokers
under covered call options, provided, however, that
such Securities shall be released only upon payment to
Bank of monies for the premium due and a receipt for
the Securities which are to be held in escrow. Upon
exercise of the option, or at expiration, Bank shall
receive from brokers the Securities previously
deposited. Bank shall act strictly in accordance with
Instructions in the delivery of Securities to be held
in escrow and shall have no responsibility or
liability for any such Securities which are not
returned promptly when due other than to make proper
request for such return;
(m) For spot or forward foreign exchange transactions
to facilitate security trading, receipt of income from
Securities or related transactions;
(n) For other proper purposes as may be specified in
Instructions issued by an officer of Customer which
shall include a statement of the purpose for which the
delivery or payment is to be made, the amount of the
payment or specific Securities to be delivered, the
name of the person or persons to whom delivery or
payment is to be made, and a certification that the
purpose is a proper purpose under the instruments
governing Customer; and
(o) Upon the termination hereof as set forth in
Section 14(j).
Section 12. Standard of Care; Liabilities.
Add the following at the end of Section as 12:
(d) Bank hereby warrants to Customer that in its
opinion, after due inquiry, the established procedures
to be followed by each of its branches, each branch of
a qualified U.S. Bank, each eligible foreign custodian
and each eligible foreign securities depository
holding Customer's Securities pursuant hereto afford
protection for such Securities at least equal to that
afforded by Bank's established procedures with respect
to similar securities held by Bank and its securities
depositories in New York.
Section 14. Access to Records.
Add the following language to the end of Section
14(c):
Upon reasonable request from Customer, Bank shall
furnish Customer such reports (or portions thereof) of
Bank's system of internal accounting controls
applicable to Bank's duties hereunder. Bank shall
endeavor to obtain and furnish Customer with such
similar reports as it may reasonably request with
respect to each Subcustodian and securities depository
holding Assets.
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Each of the Investment Companies Listed on Exhibit I to said
Global Custody Agreement
dated December 6, 1996.
1. Global Proxy Services ("Proxy Services") shall be
provided for the countries listed in the procedures
and guidelines ("Procedures") furnished to Customer,
as the same may be amended by Bank from time to time
on prior notice to Customer. The Procedures are
incorporated by reference herein and form a part of
this Rider.
2. Proxy Services shall consist of those elements as set
forth in the Procedures, and shall include (a)
notifications ("Notifications") by Bank to Customer of
the dates of pending shareholder meetings, resolutions
to be voted upon and the return dates as may be
received by Bank or provided to Bank by its
Subcustodians or third parties, and (b) voting by Bank
of proxies based on Customer Directions. Original
proxy materials or copies thereof shall not be
provided. Notifications shall generally be in English
and, where necessary, shall be summarized and
translated from such non-English materials as have
been made available to Bank or its Subcustodian. In
this respect Bank's only obligation is to provide
information from sources it believes to be reliable
and/or to provide materials summarized and/or
translated in good faith. Bank reserves the right to
provide Notifications, or parts thereof, in the
language received. Upon reasonable advance request by
Customer, backup information relative to
Notifications, such as annual reports, explanatory
material concerning resolutions, management
recommendations or other material relevant to the
exercise of proxy voting rights shall be provided as
available, but without translation.
3. While Bank shall attempt to provide accurate and
complete Notifications, whether or not translated,
Bank shall not be liable for any losses or other
consequences that may result from reliance by Customer
upon Notifications where Bank prepared the same in
good faith.
4. Notwithstanding the fact that Bank may act in a
fiduciary capacity with respect to Customer under
other agreements or otherwise under the Agreement, in
performing Proxy Services Bank shall be acting solely
as the agent of Customer, and shall not exercise any
discretion with regard to such Proxy Services.
5. Proxy voting may be precluded or restricted in a
variety of circumstances, including, without
limitation, where the relevant Securities are: (i) on
loan; (ii) at registrar for registration or
reregistration; (iii) the subject of a conversion or
other corporate action; (iv) not held in a name
subject to the control of Bank or its Subcustodian or
are otherwise held in a manner which precludes voting;
(v) not capable of being voted on account of local
market regulations or practices or restrictions by the
issuer; or (vi) held in a margin or collateral
account.
6. Customer acknowledges that in certain countries Bank
may be unable to vote individual proxies but shall
only be able to vote proxies on a net basis (e.g., a
net yes or no vote given the voting instructions
received from all customers).
7. Customer shall not make any use of the information
provided hereunder, except in connection with the
funds or plans covered hereby, and shall in no event
sell, license, give or otherwise make the information
provided hereunder available, to any third party, and
shall not directly or indirectly compete with Bank or
diminish the market for Proxy Services by provision of
such information, in whole or in part, for
compensation or otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services
shall be furnished to Bank in accordance with "10 of
the Agreement. Proxy Services fees shall be as set
forth in "13 of the Agreement or as separately agreed.
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Securities (the
latter if held in DTC), the following provisions shall apply
rather than the pertinent provisions of Section 8 of the
Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized
Person for a Custody Account, such proxies
(signed in blank, if issued in the name of
Bank's nominee or the nominee of a central
depository) and communications with respect to
Securities in the Custody Account as call for
voting or relate to legal proceedings within a
reasonable time after sufficient copies are
received by Bank for forwarding to its
customers. In addition, Bank shall follow
coupon payments, redemptions, exchanges or
similar matters with respect to Securities in
the Custody Account and advise Customer or the
Authorized Person for such Account of rights
issued, tender offers or any other discretionary
rights with respect to such Securities, in each
case, of which Bank has received notice from the
issuer of the Securities, or as to which notice
is published in publications routinely utilized
by Bank for this purpose.
AMENDMENT, dated as of October 27, 1997 to the Global
Custody Agreement ("Agreement"), dated December 6, 1996,
between The Chase Manhattan Bank and each of the investment
companies listed on Exhibit 1 thereto.
It is agreed as follows:
1. The contents of Exhibit 1 to the Agreement are
deleted, and the following is hereby substituted in lieu
thereof:
Xxxxx Xxxxxx World Funds, Inc.
Emerging Market Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
Xxxxx Xxxxxx Natural Resources Fund Inc.
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Diversified Strategic Income Fund
Xxxxx Xxxxxx Investment Funds Inc.
Xxxxx Xxxxxx Xxxxxxxxxx Global Value Fund
Xxxxx Xxxxxx Xxxxxxxxxx Global Small Cap Value Fund
Consulting Group Capital Markets Funds (TRAK)
International Equity Investments
International Fixed Income Investments
Emerging Markets Equity Investments
The Italy Fund
Travelers Series Fund Inc. (Vintage)
GT Global Strategic Income Portfolio
Xxxxx Xxxxxx International Equity Portfolio
Xxxxx Xxxxxx Pacific Basin Portfolio
Travelers Series Trust (Architect)
Lazard International Stock Portfolio
Greenwich Street Series Fund (Symphony) (Formerly, Xxxxx
Xxxxxx Series Fund)
Diversified Strategic Income Fund
International Equity Fund
2. Except as modified hereby, the Agreement is
confirmed in all respects.
IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first above written.
EACH OF THE INVESTMENT THE CHASE
COMPANIES LISTED ABOVE MANHATTAN BANK
By: By:
Print Name: Xxxxx Xxxxxxx Print Name:
Title: Senior Vice President Title:
