EXHIBIT NO. EX-99.g
CHASE
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective March 31, 1998, and is between THE CHASE
MANHATTAN BANK ("Bank") and DIMENSIONAL EMERGING MARKET FUND INC. ("Customer").
1. CUSTOMER ACCOUNTS.
Bank shall establish and maintain the following accounts ("Accounts")
for the Series or class of shares, if applicable ("Series") of Customer listed
on Schedule B hereto:
(a) A custody account in the name of the Series ("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") on behalf of such Series;
and
(b) A deposit account in the name of the Series ("Deposit
Account") for any and all cash in any currency received by Bank or its
Subcustodian for the account of the Series, 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 a Custody Account.
When instructed by Customer, Bank is authorized to maintain accounts
in the name of, and on behalf of, wholly-owned or substantially wholly-owned
subsidiaries of Customer or Series (or on behalf of other entities established
and wholly-owned by Customer) (collectively "Entities") for the purpose of
conducting Customer's investment operations. Customer acknowledges and agrees
that the establishment of any such account is contingent upon: (i) the Entity
executing such agreements, account opening documentation, powers of attorney and
proof of authority (collectively "Documentation") as Bank may require for the
establishment of the account; and (ii) the Entity meeting such criteria as Bank
may establish from time to time in connection with opening and maintaining such
an account. Customer shall cooperate to assure that Bank obtains Documentation
from an Entity.
In addition, 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. and subject to Section 3 as modified by the Investment Company Rider:
(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 tray 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" which is a bank defined in
Section 2(a)(40) of the Investment Company Act of 1940 ("1940 Act"), as amended,
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 a Series' 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.
Subject to the provisions of this Section 3 contained in the Investment
Company Rider:
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 prior 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 a Series' 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) Any selection of and form of contract with a Subcustodian (it
being understood that securities depositories are not Subcustodians) shall be
subject to approval by Customer that such selection and contract are consistent
with the requirements of Securities and Exchange Commission ("SEC") Rule l-7f-5
under the 1940 .pct. and Bank agrees that such contract shall. among other
things. provide that:
(i) Bank's customers' assets shall not be subject to any
right, charge, security interest, lien or claim of any kind in favor of
such Subcustodian or its creditors except for any such institution's
right to compensation or reimbursement with regard to the Account's
administration;
(ii) beneficial ownership of Bank's customers' assets
shall be freely transferable without the payment of money or value
other than for safe custody or administration.
(iii) adequate records will be maintained identifying
Bank's customers' assets as belonging respectively to each such
customer:
(iv) Bank's customers' independent public accountants will
be given reasonable access to those records or confirmation of the
contents of such records; and
(v) Bank will receive periodic reports with respect to
the safekeeping of the assets of each of its customers, including, but
not limited to, notification of any transfer to or from each customer's
account.
(b) Bank shall use reasonable efforts to provide Customer with the
information described in the "NOTES" to SEC Rule 17f-5, it being understood and
agreed that: (1) such information shall largely be obtained from third parties
and that to that extent Bank shall not be responsible for the completeness or
accuracy of such information; (2) except as provided in (3) hereof, Bank shall
not transmit information to Customer where Bank has reasonable grounds to
believe (without a duty of inquiry) such information is false or inaccurate, and
(3) Bank shall not transmit information to Customer obtained from audited
financial statements of a Subcustodian or an opinion of reputable counsel, where
Bank has actual knowledge (without a duty of inquiry) that such information is
false or inaccurate. Bank shall use reasonable efforts and shall exercise
reasonable care to furnish Customer with prompt advice as to any material change
in the information previously furnished to Customer pursuant to this paragraph
(b).
(c) Bank shall identify the Assets on its books as belonging to
the Series of Customer.
(d) 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.
(e) 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.
(f) Where Securities are deposited by a Subcustodian with a
securities depository, Bank shall cause the Subcustodian to identify on its
books as belonging to Bank, as went. the Securities shown on the Subcustodian's
account on the books of such securities depository.
The requirements of this section 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 reasonably required by Bank. Settlement and payment for Securities
received for, and delivery of Securities out of. the Custody Account tray 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 tray 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: provided
that. Bank shall give Customer prior notification of any such reversal.
(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:
(a) 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 a
Subcustodian's Corporate Actions department has notice of such opportunities; it
being understood that Bank and its Subcustodians shall use publications
generally used by custodians in the relevant market for the purpose of
monitoring such payments and that notice shall not be imputed to Bank in respect
of any information held by any employee of Bank or a Subcustodian whose duties
do not include the foregoing activities.
(b) Execute in the name of Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for
definitive Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, Affiliates of Bank or any
Subcustodian.
(e) 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, advices or notifications shall
indicate the identity of the entity having custody of the Assets. Unless
Customer sends Bank a written exception or other objection to any Bank statement
within sixty (60) after its next audit covering any period included in the
statement. Customer shall be deemed to have approved such statement; provided
that, if such written exception or objection is received by Bank more than 90
days from the statement. advice or notification date. Bank's obligation to
Customer in regard to any transactions covered thereby shall be reduced to the
extent that Bank's ability to mitigate any damages in connection with any such
transaction is compromised.
Subject to Bank's obligation to exercise reasonable care, 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 prompt notice of such Corporate Actions to the extent
that Bank's central corporate actions department has notice 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 use reasonable efforts to
obtain Instructions from Customer or its Authorized Person as defined in Section
10 hereof. 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 young 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: it being understood that tax reclaims
services do not extend to capital gains taxes.
(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 tar 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) Except to the extent caused by Bank's own negligence
or willful misconduct, Bank shall not be liable to Customer or any
third pare for any taxes, fines or penalties payable by Bank on behalf
of Customer, and shall be indemnified accordingly, whether these result
from: (a) inaccurate completion of documents, provision to Bank or any
third party of inaccurate or misleading information or the withholding
of material information, in any of the foregoing cases by Customer or a
third party on behalf of Customer, (b) as a result of any delay of any
revenue authority, or (c) 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 and Customer shall
be furnished periodic reports on such deductions. In connection with
the foregoing. Customer shall, to the extent of any such payment by
Bank, be subrogated to, and Bank shall assign and be deemed to have
assigned to Customer, all of its rights in, to and against any such
revenue or governmental authority in respect of such payment.
(v) Bank shall perform tar 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: provided that, Bank shall
afford Customer advance notice of any such supplement or amendment
where reasonably practicable. Other than as expressly provided in this
sub-clause 8(c). 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 which Bank in good faith concludes is in connection with the
tax services contemplated hereby. Bank shall furnish Customer with
notice of such requests where the same are, in Bank's reasonable
judgement, not made in the ordinary course.
(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 prior 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 a Series 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 reasonably 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. Either Bank or Customer 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, provided
that, if Bank shall fail to discharge this liability Customer may
recover its reasonable costs in compelling such compliance, including,
but not limited to, reasonable attorneys' fees, but such costs shall
only be recoverable where Customer either obtains a determination by a
court of appropriate jurisdiction as to Banks liability or Bank,
without such determination having been made, pays all or substantially
all the amount claimed. Bank shall have no liability whatsoever for
any losses or damages which are consequential, special, indirect or
speculative (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) (1) Bank shall not be responsible for any act,
omission, default or the solvency of any broker or anent which it or a
Subcustodian appoints unless such appointment was made negligently or
in bad faith, provided that, to the extent that Bank or a Subcustodian
recovers under an insurance policy or otherwise from an agent in
connection with a loss incurred by Customer on account of any negligent
act, omission or default by such agent. Bank shall remit the same to
Customer (except that where it is a Subcustodian that makes such
recovery, only to the extent that Chase receives the same from
Subcustodian). In connection with the foregoing. Bank hereby advises
Customer that as of the date hereof (but with no obligation to continue
such insurance in effect)) Bank's own insurance would, subject to
certain deductibles and other conditions. extend to damages arising
from the negligent acts of courier's used by Bank itself. (2) To the
extent that Customer incurs a loss on account of the willful misconduct
or negligent act, omission or default of an anent of Bank or on account
of the insolvency of an agent of Bank, and such loss is not otherwise
compensable, then to that extent. Customer shall be subrogated to, and
Bank shall assign and be deemed to have assigned to Customer, all of
its rights, if any, in, to and against such agent with respect to such
loss. In the event that Bank receives or is credited with any payment.
benefit or value from or on behalf of such agent in respect of rights
to which Customer is subrogated as provided herein. Bank shall promptly
remit or pay to Customer the same. With respect to agents appointed by
a Subcustodian. Bank shall request that such Subcustodian Grant the
same or similar rights of subrogation in favor of Lender as are
described in the preceding sentence where Customer incurs the same type
of loss.
(iii) (1) Customer, as sole owner of the Assets, shall
indemnify and hold harmless Bank and its nominees from all taxes,
charges, expenses (except its own expenses that are inherent to its
duties hereunder), assessments, claims and liabilities, including
(without limitation) reasonable attorneys' fees and disbursements
(collectively `"Indemnifiable Claims"), arising directly or indirectly
(a) solely from the fact that securities included in the Assets are
registered in the name of Bank or any such nominee or (b) from any
action or thing which Bank takes or does or omits to take or do (i) at
the request or on the direction of, or in reliance on, the advice of
Customer or its legal counsel, (ii) upon Instructions or (iii) within
the scope hereof; provided that neither Bank nor any of its nominees
shall be indemnified against any Indemnifiable Claim for any expenses
incident to such Claim) arising out of Bank's or such nominee's own
misfeasance, bad faith, negligence or disregard of its duties set forth
herein. In the event of any advance of cash for any purpose made by
Bank pursuant to Instructions or as otherwise contemplated hereby. or
in the event that Bank or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claim or liabilities in respect
of Assets of a Series, except such as may arise from its or its
nominee's own negligent action, negligent failure
to act, disregard of its duties hereunder or misconduct, any Assets at
any time held for the account of such Series shall be security
therefor.
(2) Subject to the last sentence of this
subparagraph (2). Bank shall not pay or settle any
Indemnifiable Claim without the express written consent of
Customer. Bank shall notify Customer with reasonable
promptness of receipt of notification of an Indemnifiable
Claim. Unless Customer notifies Bank within 30 days of receipt
of written notice of such Indemnifiable Claim that Customer
does not intend to defend such Indemnifiable Claim, Customer
shall defend Bank from the same. Except as to any criminal
matter (as to which Bank shall control the defense at
Customer's reasonable expense). Customer shall have the right
to defend any Indemnifiable Claim at its own expense. such
defense to be conducted by reputable counsel selected by
Customer and acceptable to Bank in its reasonable discretion:
provided that, if Customer assumes the defense of such
Indemnifiable Claim subject to a reservation of rights as to
Customer's obligation to indemnify Bank, then Bank shall be
entitled to retain the defense of such Claim. Bank may join in
such defense at Bank's expense, but to the extent that it
shall so desire Customer shall direct such defense. In no
event shall Customer settle any Indemnifiable Claim that is
not a Claim for money damages, without Bank's express written
consent. If Customer shall fail or refuse to defend, pay or
settle any Indemnifiable Claim, Bank, at Customer's expense
consistent with the limitation concerning attorney's fees
expressed in subparagraph ( l ) hereof, may provide its own
defense.
(3) If Customer assumes the defense of any
Indemnifiable Claim, Customer shall provide Bank with copies
of all documents received by counsel it has engaged with
respect to such Indemnifiable Claim promptly upon receipt
thereof and with copies of all documents proposed to be
delivered by such counsel with respect to such Claim in
sufficient time to permit review thereof and comment thereon
by Bank prior to the deadline for submission thereof. Customer
shall consult with Bank in good faith as to the conduct of
such defense and shall give due regard to any comments or
suggestions by Bank, it being understood that Customer will
not unreasonably withhold its consent to Bank's comments and
suggestions with respect to tactical issues (the involvement
of Bank's senior management in depositions or the assertion of
privilege). If, despite the foregoing, Bank and Customer
cannot resolve a disagreement about the conduct of the
defense, Bank may assume such defense at its own expense.
(iv) Customer on behalf of its Series 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 which were imposed for reasons other than Bank's negligence or
willful misconduct.
(v) Bank shall be entitled to rely. and may act. upon the
advice of counsel (who tray 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, but, unless it notifies Customer to the contrary, shall
maintain adequate insurance and fidelity bond coverage for its
operations generally.
(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 information 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, except that with respect to
the failure of machines, systems, interruption of communication
facilities or abnormal operating conditions on Bank or a Subcustodian's
premises or otherwise within the control of Bank or a Subcustodian.
Bank shall not be so excused to the extent that such failure was on
account of Bank's or the Subcustodian's (as the case may be) negligence
(such as a failure to have had routine maintenance performed or to have
selected equipment reasonably suitable for the purposes contemplated
hereby given, in the case of Subcustodians, local market practices with
respect to such matters) or willful misconduct.
(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 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 on behalf of the Series shall pay Bank for its services to the
Series hereunder the fees set forth in Schedule C hereto or such other amounts
as shall be agreed upon in writing, together with Bank's reasonable
out-of-pocket or incidental expenses, including, but not limited to, legal fees
incurred on behalf of Customer. Bank shall have a lien on and is authorized to
charge any Accounts of the Series of Customer for any amount owing to Bank by
such Series 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. All such materials shall, to the extent
applicable, be maintained and preserved in conformity with the 1940 Act and the
rules and regulations thereunder, including without limitation, SEC Rules 3la-1
and 31a-2, and shall be open to inspection and audit at reasonable times by
officers and auditors employed by Customer and by employees of the SEC. Subject
to restrictions under applicable law, the Bank shall also obtain an undertaking
to permit the 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 the Customer's books and
records. 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. At the request of Customer, Bank shall deliver to Customer a
written report prepared by Bank's independent certified public accountants with
respect to the services provided by Bank hereunder, including, without
limitation, Bank's accounting system, internal accounting control and procedures
for safeguarding cash, securities and other assets, including cash. securities
and other assets deposited and/or maintained with a Subcustodian. Such report
shall be of sufficient scope and in sufficient detail as may reasonably be
required by Customer and as may reasonably be obtained by Bank. At Customer's
reasonable request in connection with Customer's compliance with SEC Rule l7f-5
under the 1940 Act. Bank shall request from any Subcustodian holding Customer
assets a similar report with respect to the practices of such Subcustodian, it
being understood that Bard; may not in any given case be successful in obtaining
such a report and chat Bank shall have no liability in any such event.
(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
Schedules A, B and C Exhibits I - and the following Riders) [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 constitutes
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 full power and authority to perform
its obligations hereunder. (B) this Agreement constitutes its legal, valid and
binding obligation; 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, 4 Chase MetroTech Center, Brooklyn, N.Y. 11245,
Attention: Global Investor Services, Investment Management Group; and (b)
Customer: Dimensional Emerging Market Fund Inc., 0000 Xxxxx Xxxxxx (Xxxxx 0000)
Xxxxx Xxxxxx, XX 00000, or telefacsimile: (000) 000-0000
(j) TERMINATION. This Agreement may be terminated by Customer or
Bank by giving ninety (90) 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 ninety (90) 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first-above written.
DIMENSIONAL EMERGING MARKET FUND INC.
on behalf of the Series listed on schedule B
By: Xxxxxxx X. Xxxxxxxx
----------------------
Title: Chief Financial Officer
Date: 4/2/98
THE CHASE MANHATTAN BANK
By: Xxxx X. Xxxxxxx
------------------------------
Title: Vice President
Date: 4/7/98
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
DIMENSIONAL EMERGING MARKET FUND INC.
effective March 31, 1998
1. Add a new Section 15 to the Agreement as follows:
15. COMPLIANCE WITH SEC RULE 17f-5.
(a) Customer's board of directors (or equivalent body) (hereinafter
"Board") hereby delegates to Bank, and Bank hereby accepts the delegation to it,
of the obligation to perform as Customer's "Foreign Custody Manager" as that
term is defined in SEC rule l7f-5(a)(2)), both for the purpose of selecting
Eligible Foreign Custodians (as that term is defined in SEC rule 17f-5(a)(1)),
and as the same may be amended from time to time, or that have otherwise been
made exempt pursuant to an SEC exemptive order) to hold Assets and of evaluating
the contractual arrangements with such Eligible Foreign Custodians (as set forth
in SEC rule 17f5(c)(2)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the
placement of Assets with particular Eligible Foreign Custodians and of
any material change in the arrangements with such Eligible Foreign
Custodians, with such reports to be provided to Customer's Board at
such times as the Board deems reasonable and appropriate based on the
circumstances of Customer's foreign custody arrangements (and until
further notice from Customer such reports shall be provided not less
than quarterly with respect to the placement of assets with particular
Eligible Foreign Custodians and with reasonable promptness upon the
occurrence of any material change in the arrangements with Eligible
Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person having
responsibility for the safekeeping of Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Assets placed and maintained in the safekeeping of such
Eligible Foreign Custodian shall be subject to reasonable care based on
the standards applicable to custodians in the relevant market, after
having considered all factors relevant to the safekeeping of such
Assets, including, without limitation, those factors set forth in SEC
rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian (or, in the case of an Eligible Foreign Custodian that is a
securities depository or clearing agency, such contract, the rules or
established practices or procedures of the depository, or any
combination of the foregoing) requires that the Eligible Foreign
Custodian will provide reasonable care for Assets based on the
standards applicable to custodians in the relevant market. In making
this determination, Bank shall consider the provisions of Rule
17f-5(c)(2) and such contract shall, among other things, provide that:
(i) Bank's customers' (it being understood that the phrase "Bank's
customers" as used throughout this subparagraph (iv) shall include
Customer) assets shall not be subject to any right, charge, security
interest, lien or claim of any kind in favor of such Subcustodian or
its creditors except for any such institution's right to compensation
or reimbursement with regard to the Account's administration or, in the
case of cash deposits, except for liens or tights in favor of creditors
of the Subcustodian arising under bankruptcy, insolvency or similar
laws; (ii) beneficial ownership of Bank's customers' assets shall be
freely transferable without the payment of money or value other than
for safe custody or administration; (iii) adequate records will be
maintained identifying Bank's customers' assets as belonging
respectively to each such customer or as being held by a third party
for the benefit of such customers; (iv) Bank's customers' independent
public accountants will be given reasonable access to those records or
confirmation of the contents of such records; and (v) Bank will receive
periodic reports with respect to the safekeeping of the assets of each
of its customers, including, but not limited to, notification of any
transfer to or from each customer's account (it being understood that
Bank shall furnish like reports to Customer). Such contracts may
contain, in lieu of any or all of the provisions stated in clauses (i)
through (v) above, such other provisions that Bank determines will
provide, in their entirety, the same or a greater level of care and
protection for Bank customer assets as the stated provisions in their
entirety; and
(v) have established a system to monitor the continued
appropriateness of maintaining Assets with particular Eligible Foreign
Custodians and of the governing contractual arrangements.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Assets on behalf of Customer with Eligible Foreign Custodians pursuant to a
written contract deemed appropriate by Bank. It is expressly understood and
agreed that Bank shall not perform any of the foregoing functions with respect
to any Compulsory Depository. For purposes hereof, a Compulsory Depository shall
mean a securities depository or clearing agency the use of which is compulsory
because: (1) its use is required by law or regulation, (2) securities cannot be
withdrawn from the depository, or (3) maintaining securities outside the
depository is not consistent with prevailing custodial practices in the country
which the depository serves. Compulsory Depositories used by Bank as of the date
hereof are set forth in Appendix 1-A hereto, and as the same may be amended on
notice to Customer from time to time.)
(c) Except as expressly provided herein, Customer shall be solely
responsible to assure that the maintenance of Assets hereunder complies with the
rules, regulations, interpretations and exemptive orders promulgated by or under
the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as defined in
Rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed
and maintained 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; and (2) its Board has determined
that it is reasonable to rely on Bank to perform as Customer's Foreign Custody
Manager. Nothing contained herein shall require Bank to enrage in any monitoring
on behalf of Customer that would entail consideration of "Country Risk" except
as provided in subsection (e) below. Country Risk shall mean the risks arising
from maintaining Assets in each country in which Customer's Assets shall be held
hereunder, including but not limited to, risks posed by a country's financial
infrastructure, prevailing settlement practices, laws applicable to the
safekeeping and recovery of Assets held in custody, and the likelihood of
nationalization, currency controls and the like.
(e) Bank shall provide to Customer such information as is specified in
Appendix 1-B hereto. Customer hereby acknowledges that: (i) such information is
solely designed to inform Customer of market conditions and procedures and is
not intended as a recommendation to invest or not invest in particular markets;
and (ii) Bank has gathered the information from sources it considers reliable,
but that Bank shall have no responsibility for inaccuracies or incomplete
information. Upon the request of Customer from time to time, Bank shall make one
or more representatives available to consult in good faith with such of
Customer's representatives as Customer shall designate to review information
concerning such Compulsory Depositories as Customer shall request.
2. Add the following after the first sentence of Section 3 of the
Agreement:
At the request of Customer. Bank may, but need not, add to Schedule A
an Eligible Foreign Custodian that is either a bank or a non-Compulsory
Depository where Bank has not acted as Foreign Custody Manager with respect to
the selection thereof. Bank shall notify Customer in the event that it elects to
add any such entity.
3. Add the following language to the end of Section 3 of the
Agreement:
The term Subcustodian as used herein shall mean the following:
(a) a "U.S. Bank," which shall mean a U.S. bank as defined in SEC rule
17f-5(a)(7); and
(b) an "Eligible Foreign Custodian," which 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, (ii) a majority-owned direct or
indirect subsidiary of a U.S. bank or bank holding company which subsidiary is
incorporated or organized under the laws of a country other than the United
States; (iii) a securities depository or clearing agency , incorporated or
organized under the laws of a country other than the United States, that acts as
a system for the central handling of securities or equivalent book-entries in
that country and that is regulated by a foreign financial regulatory authority
as defined under section 2(a)(50) of the 1940 Act, (iv) a securities depository
or clearing agency organized under the laws of a country other than the United
States when acting as a transnational system ("Transnational Depository") for
the central handling of securities or equivalent book-entries, and (v) any other
entity that shall have been so qualified by exemptive order, rule or other
appropriate action of the SEC.
For purposes of clarity, it is agreed that unless otherwise expressly
agreed in writing by the parties hereto, as used in Section 12(a)(i) (except the
last sentence thereof) and any other section imposing liability on Bank, the
term Subcustodian shall not include any Eligible Foreign Custodian as to which
Bank has not acted as Foreign Custody Manager or any Compulsory Depository.
D. Delete Sections 4(a) and (b) of the Agreement.
E. Insert the following language at the beginning of the second
sentence of Section 12(a)(i):
"Except with respect to those countries as to which the parties may
from time to time agree in writing otherwise."
F. 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) In connection with the sale and redemption of shares of the capital
stock of a Series 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 sold 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;
(o) Upon the termination hereof as set forth in Section l4(j ); and
(p) In connection with any dividends and distributions paid by a
Series.
G. Add the following in Section 12(a)(vii)(2) after the phrase
"a particular country":
"(although nothing herein is intended to relieve Bank from its failure
to perform its obligations to Customer under Section 15 hereof)."
H. ADD THE FOLLOWING LANGUAGE TO THE END OF SECTION 14(c):
"Bank shall furnish Customer, or its duly authorized agent,
`confirmation' of any transfers to or from the Account of the Series.
Where Securities are held at a securities depository as defined in SEC
Rule 17f-4 under the 1940 Act or Federal Reserve Book Entry System.
Bank shall also, by book-entry or otherwise, identify as belonging to
the Series a quantity of securities in a fungible bulk of securities
(i) registered in the name of Bank (or its nominee) or (ii) shown on
Bank's account on the books of the Subcustodian, the Federal Reserve
Book-Entry System (as hereinafter defined) or such securities
depository. For purposes of the foregoing sentence, the term: (a)
`confirmation' means
advice or notice of a transaction; and is not intended to require
preparation by Bank of the confirmation required of broker-dealers
under the Securities Exchange Act of 1934, (b) Federal Reserve
Book-Entry System shall mean the book-entry system as provided in
subpart O of Treasury Circular Xx. 000, 00 X.X.X. 000, Xxxxxxx X of 31
C.F.R. Part 350, and the book-entry regulations of Federal agencies
substantially in the form of subpart O, (c) securities depository
shall mean (1) The Depository Trust Company or any clearing agency
registered with the SEC under Section 17(a) of the Securities and
Exchange Act of 1934, as amended, which acts as a securities
depository, and in which Bank is hereby authorized by Customer to make
deposits, and (2) any other entity authorized to act as a depository
or clearing agency under the 1940 Act, including pursuant to SEC rule
17f-5 thereunder. 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. Bank shall promptly provide
Customer with any reports obtained by Bank on the system of internal
accounting control of the Book-Entry System or a securities
depository."
----------------------------------------------------------------------------------------------------------------------
COMPULSORY DEPOSITORIES
AS OF JANUARY 28, 1998
----------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENT
----------------------------------------------------------------------------------------------------------------------
ARGENTINA CAJA DE VALORES Equity, Corporate & Government Debt
----------------------------------------------------------------------------------------------------------------------
AUSTRALIA AUSTRACLEAR LTD. Corporate Debt, Money Market & Semi-Government Debt
----------------------------------------------------------------------------------------------------------------------
CHESS Equity
(Clearing House Electronic Sub-register
System)
----------------------------------------------------------------------------------------------------------------------
RITS Government Debt
(Reserve Bank Information and Transfer System)
----------------------------------------------------------------------------------------------------------------------
AUSTRIA OSTERREICHISCHE KONTROIBANK AG Equity, Corporate + Government Debt
----------------------------------------------------------------------------------------------------------------------
BELGIUM CIK Equity + Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres)
----------------------------------------------------------------------------------------------------------------------
BANQUE NATIONALE DE BELGIQUE Treasury Bills + Government Debt
----------------------------------------------------------------------------------------------------------------------
BRAZIL BOVESPA Equity
(Bolse de Valores de Sao Paolo)
----------------------------------------------------------------------------------------------------------------------
BVRJ Equity
(Bolse de Valores de Rio de Janeiro)
----------------------------------------------------------------------------------------------------------------------
BULGARIA BNB Government Debt
(Bulgaria National Bank)
----------------------------------------------------------------------------------------------------------------------
CENTRAL DEPOSITORY A.D. Equity
----------------------------------------------------------------------------------------------------------------------
CANADA CDS Equity, Corporate + Government Debt
(Canadian Depository for Securities)
----------------------------------------------------------------------------------------------------------------------
CHINA, SHANGHAI SSCCRC Equity
(Shanghai Securities Central Clearing and
Registration Corp.)
----------------------------------------------------------------------------------------------------------------------
CHINA, SHENZHEN SSCC Equity
(Shenzhen Securities Registration Co., Ltd.)
----------------------------------------------------------------------------------------------------------------------
COLOMBIA DCV Government debt issued, guaranteed or administered
(Deposito Central de Valores) by the central bank
----------------------------------------------------------------------------------------------------------------------
CROATIA CDA Equity and listed government debt. (Created in
(Central Depository Agency) April 1997, the CDA is expected to be operational
in the second quarter of 1998.)
----------------------------------------------------------------------------------------------------------------------
MINISTRY OF FINANCE REGISTRY & NATIONAL BANK Short-term debt issued by the Ministry of Finance
OF CROATIA REGISTRY and the National Bank of Croatia, respectively.
----------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC SCP Equity + Long-Term Government Debt
(Securities Center)
----------------------------------------------------------------------------------------------------------------------
TKD Treasury Bills + Money Market
(Trh Krathkododich Dlluhopisu or Short-Term
Bond Market)
----------------------------------------------------------------------------------------------------------------------
DENMARK VP Equity, Corporate + Government Debt
(Vaer ipapircentralen)
----------------------------------------------------------------------------------------------------------------------
EGYPT MISR CLEARING & SEC. DEP. Equity
----------------------------------------------------------------------------------------------------------------------
ESTONIA EVK Equity
(Estonian Central Depository for Securities
Ltd.)
----------------------------------------------------------------------------------------------------------------------
EUROMARKET CEDEL & EUROCLEAR Euro-Debt
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
FINLAND CSR Equity + Government Debt
(Central State Registry Finland)
----------------------------------------------------------------------------------------------------------------------
HELSINKI MONEY MARKET CENTER LTD. Money Market
----------------------------------------------------------------------------------------------------------------------
FRANCE SICOVAM Equity + Corporate Debt
(Banque de France)
----------------------------------------------------------------------------------------------------------------------
SATURNE Government Debt
(Banque de France)
----------------------------------------------------------------------------------------------------------------------
GERMANY DKV Equity, Corporate + Government Debt
(Deutscher Kassenverein)
----------------------------------------------------------------------------------------------------------------------
GREECE APOTHETIRIO TITLON A.E. Equity
----------------------------------------------------------------------------------------------------------------------
BANK OF GREECE Government Debt
----------------------------------------------------------------------------------------------------------------------
HONG KONG CCASS Equity
(Central Clearing and Settlement System)
----------------------------------------------------------------------------------------------------------------------
CMU Corporate + Government Debt
(Central Moneymarkets Unit)
----------------------------------------------------------------------------------------------------------------------
HUNGARY KELER LTD. Equity + Government Debt
----------------------------------------------------------------------------------------------------------------------
INDIA NSDL Equity + Corporate Debt
(National Securities Depository Limited)
----------------------------------------------------------------------------------------------------------------------
INDONESIA KSEI Equity
----------------------------------------------------------------------------------------------------------------------
IRELAND CREST Equity
----------------------------------------------------------------------------------------------------------------------
GSO Government Debt
(Gilt Settlement Office)
----------------------------------------------------------------------------------------------------------------------
ISRAEL TASE CLEARING HOUSE Equity, Corporate + Government Debt
(Tel Aviv Stock Exchange Clearing House)
----------------------------------------------------------------------------------------------------------------------
ITALY MONTE TITOLI Equity + Corporate Debt
----------------------------------------------------------------------------------------------------------------------
BANK OF ITALY Government Debt
----------------------------------------------------------------------------------------------------------------------
JAPAN BANK OF JAPAN Registered Government Debt
----------------------------------------------------------------------------------------------------------------------
LATVIA LCD Equity + Government Debt
(Latvian Central Depository)
----------------------------------------------------------------------------------------------------------------------
LEBANON MIDCLEAR Equity
(Custodian and Clearing Center of Lebanon and
the Middle East)
----------------------------------------------------------------------------------------------------------------------
LITHUANIA CSDL Equity + Government Debt
(Central Securities Depository of Lithuania)
----------------------------------------------------------------------------------------------------------------------
LUXEMBOURG CEDEL Equity
----------------------------------------------------------------------------------------------------------------------
MALAYSIA MCD Equity
(Malaysian Central Depository Snd BNd)
----------------------------------------------------------------------------------------------------------------------
MAURITIUS CDS Equity
(Central Depository System)
----------------------------------------------------------------------------------------------------------------------
MEXICO INDEVAL Equity, Corporate + Government Debt
(Institucion para el Deosito de Valores)
----------------------------------------------------------------------------------------------------------------------
MOROCCO MAROCLEAR Equity - Corporate Debt
----------------------------------------------------------------------------------------------------------------------
BANK AL'MAGHRIB Government Debt
----------------------------------------------------------------------------------------------------------------------
NETHERLANDS NECIGEF/KAS ASSOCIATE N.V. Equity, Crop. + Govt. D
----------------------------------------------------------------------------------------------------------------------
DE NEDERLANDSCHE BANK N.V. Money Market
----------------------------------------------------------------------------------------------------------------------
NIEC Premium Bonds
(Nederlands Interpforessioneel
Effectencentrum B.V.)
----------------------------------------------------------------------------------------------------------------------
NEW ZEALAND AUSTRACLEAR NEW ZEALAND Equity, Corporate + Government Debt
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
NORWAY VPS Equity, Corporate + Government Debt
(Verdipapirsentralen)
----------------------------------------------------------------------------------------------------------------------
OMAN MSM Equity
(Muscat Securities Market)
----------------------------------------------------------------------------------------------------------------------
PAKISTAN CDC Equity
(Central Depository Company of Pakistan, Ltd.)
----------------------------------------------------------------------------------------------------------------------
PERU CAVALI Equity
(Cala e Valores)
----------------------------------------------------------------------------------------------------------------------
PHILIPPINES PCI Equity
(Philippine Central Depository)
----------------------------------------------------------------------------------------------------------------------
POLAND NDS Equity, Long-Term Government Debt + Vouchers
(National Securities Depository)
----------------------------------------------------------------------------------------------------------------------
CRT Treasury Bills
(Central Registry of Treasury Bills)
----------------------------------------------------------------------------------------------------------------------
PORTUGAL INTERBOLSA Equity, Corporate + Government Debt
----------------------------------------------------------------------------------------------------------------------
ROMANIA SNCDD - RASDAQ Equity
(National Company for Clearing Settlement and
Depository for Securities)
----------------------------------------------------------------------------------------------------------------------
BSE Equity
(Becharest Stock Exchange Registry)
----------------------------------------------------------------------------------------------------------------------
NATIONAL BANK OF ROMANIA Treasury Bills
----------------------------------------------------------------------------------------------------------------------
RUSSIA VRESTORGBANK Ministry of Finance Bonds
----------------------------------------------------------------------------------------------------------------------
SINGAPORE CDP Equity - Corporate Debt and Malaysian equities
(Central Depository Pre. LTd.) traded on CLOB
----------------------------------------------------------------------------------------------------------------------
MONETARY AUTHORITY OF SINGAPORE Government Debt
----------------------------------------------------------------------------------------------------------------------
SLOVAK REPUBLIC SCP Equity - Government Debt
(Stredisko Cennyeh Papiru)
----------------------------------------------------------------------------------------------------------------------
NATIONAL BANK OF SLOVAKIA Treasury Bills
----------------------------------------------------------------------------------------------------------------------
SO. AFRICA CD Corporate + Government Debt
(Central Depository)
----------------------------------------------------------------------------------------------------------------------
SO. KOREA KSD Equity, Corporate + Government Debt
----------------------------------------------------------------------------------------------------------------------
SPAIN SCLV Equity + Corporate Debt
(Servicio de Compensacion y Liquidacion de
Valores)
----------------------------------------------------------------------------------------------------------------------
CBEO Government Debt
(Central Book Entry Office)
----------------------------------------------------------------------------------------------------------------------
SIR LANKA CDS Equity
(Central Depository System (Private) Ltd.)
----------------------------------------------------------------------------------------------------------------------
SWEDEN VPC Equity, Corporate + Government Debt
(Vardepappersecentralen AB)
----------------------------------------------------------------------------------------------------------------------
SWITZERLAND SEGA Equity, Corporate + Government Debt
(Schweizerische Effekten-Giro AG)
----------------------------------------------------------------------------------------------------------------------
TAIWAN TSCD Equity + Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
----------------------------------------------------------------------------------------------------------------------
THAILAND TSDC Equity, Corporate + Government Debt
(Thailand Securities Depository Company, Ltd.)
----------------------------------------------------------------------------------------------------------------------
TUNISIA STICODEVAM Equity
(Societe Tunisianne Interprofessiennelle pour
la compensation et le Depot des Valeurs
Mobilieres)
----------------------------------------------------------------------------------------------------------------------
MINISTRY OF FRANCE Government Debt tradable on the stock exchange
(BTXBs)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
CENTRAL BANK OF TUNISIA Government Debt not tradable on the stock exchange
(BFCs)
----------------------------------------------------------------------------------------------------------------------
TURKEY TAKAS BANK Equity + Corporate
----------------------------------------------------------------------------------------------------------------------
CENTRAL BANK OF TURKEY Government Debt
----------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM CREST Equity - Corporate Debt
(Clearing & settlement system)
----------------------------------------------------------------------------------------------------------------------
CMO Sterling CDs & CP
(Central Money market Office)
----------------------------------------------------------------------------------------------------------------------
CGO Gilts
(Central Gilts Office)
----------------------------------------------------------------------------------------------------------------------
UNITED STATES DTC Equity + Corporate Debt
(Depository Trust Company)
----------------------------------------------------------------------------------------------------------------------
PTC Mortgage Back Debt
(Participants Trust Company)
----------------------------------------------------------------------------------------------------------------------
FED BOOK-ENTRY Government Debt
----------------------------------------------------------------------------------------------------------------------
ZAMBIA XXXX Equity - Government Debt
(XxXX Central Shares Depository Ltd.)
----------------------------------------------------------------------------------------------------------------------
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
DIMENSIONAL EMERGING MARKET FUND INC.
dated March 31, 1998
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 various Series 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 Section 10 of the Agreement. Proxy Services
fees shall be as set forth on Schedule C hereto.
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.
SCHEDULE B
LIST OF CUSTOMER SERIES
Currently there is one series of shares for Dimensional Emerging Market Fund
Inc.
