EX-99.B(8)(a)
CUSTODY AGREEMENT
AGREEMENT dated as of August 16, 1993 between BOSTON SAFE
DEPOSIT AND TRUST COMPANY ("Bank") and FLAG INVESTORS INTERNATIONAL FUND, INC.
("Company").
WITNESSETH:
WHEREAS, Company is a registered open-end investment company;
and
WHEREAS, the Company wishes to retain the Bank to provide
certain custodian services to the Company and the Bank is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment of Custodian; Custody Account. The Company
hereby constitutes and appoints the Bank as custodian of all the securities and
monies at the time owned by or in the possession of the Company during the
period of this Agreement. The Bank hereby accepts appointment as such custodian
and agrees to perform the duties thereof as hereinafter set forth. The Bank
agrees to establish and maintain (a) a separate custody account in the name of
the Company ("Custody Account") for any and all stocks, shares, bonds,
debentures, notes, mortgages or other obligations for the payment of money and
any certificates, receipts, warrants or other instruments representing rights to
receive, purchase or subscribe for the same or evidencing or representing any
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other rights or interests therein and other similar property (hereinafter called
"Securities") from time to time received by the Bank or any sub-custodian (as
defined in the second paragraph of Section 3 hereof) from or at the direction of
the Company; and (b) a separate deposit account or accounts in the name of each
Fund ("Deposit Account") for any and all cash and cash equivalents in any
currency received by the Bank or any sub-custodian from or at the direction of
the Company, which cash shall not be subject to withdrawal by draft or check.
The term "Property" as used herein shall mean all Securities, cash, cash
equivalents and other assets of the Company.
2. Maintenance of Property. Securities in a Custody Account
shall be held in such country or other jurisdiction as shall be specified from
time to time in Instructions (as defined in Section 9 hereof), provided that
such country or other jurisdiction shall be one in which the principal trading
market for such Securities is located or the country or other jurisdiction in
which such Securities are to be presented for payment or are acquired for the
Custody Account, and cash in a Deposit Account shall be credited to an account
in such amounts and in the country or other jurisdiction as shall be specified
from time to time in Instructions, provided that such country or other
jurisdiction shall be one in which such cash in the legal currency for the
payment of public or private debts.
3. Eligible Foreign Custodians and Securities Depositories.
The Company authorizes the Bank to hold the Securities in the Custody Account(s)
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and the cash in the Deposit Account(s) in custody and deposit accounts,
respectively, which have been established by the Bank with one of its branches,
a branch of a qualified U.S. bank, an eligible foreign custodian or an eligible
foreign securities depository. If a Bank's branch, a branch of a qualified U.S.
bank or an eligible foreign custodian is selected to act as the Bank's
sub-custodian to hold any property, such entity is authorized to hold such in
its account with any eligible foreign securities depository in which it
participates so long as such foreign securities depository has been approved by
the Company. For purposes of this Agreement (a) "qualified U.S. bank" shall mean
a qualified U.S. bank as defined in Rule 17f-5 under the Investment Company Act
of 1940, as amended ("Rule 17f-5"); (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
thereto) or (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
thereto); (c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the laws of a
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country other than the United States, which operates (i) the central system for
handling of securities or equivalent book-entries in that country or (ii) a
transnational system for the central handling of securities or equivalent
book-entries.
Hereinafter the term "sub-custodian" will refer to any Bank
branch, any branch of a qualified U.S. bank, any eligible foreign custodian or
any eligible foreign securities depository with which the Bank, as sub-custodian
for the Company, has entered into an agreement of the type contemplated
hereunder regarding Securities and/or cash held in or to be acquired for a
Custody Account or a Deposit Account.
If, after the initial approval of the sub-custodians by the
Company in connection with this Agreement, the Bank wishes to appoint other
sub-custodians to hold Property, it will so notify the Company and will provide
the Company with information reasonably necessary to determine any such new
sub-custodian's eligibility under Rule 17f-5, including a copy of the proposed
agreement with sub-custodian. The Company shall within 30 days after receipt of
such notice give a written approval or disapproval of the proposed action.
If the bank intends to remove any sub-custodian previously
approved, it shall so notify the Company and shall move the Property deposited
with such sub-custodian to another sub-custodian previously approved or to a new
sub-custodian, provided that the appointment of any new sub-custodian will be
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subject to the requirements set forth in the preceding paragraph. The Bank shall
take steps as may be required to remove any sub-custodian which has ceased to
meet the requirements of Rule 17f-5.
4. Use of Sub-Custodians. With respect to Property which is
maintained by the Bank in the physical custody of a sub-custodian pursuant to
Section 3:
(a) The Bank will identify on its books as belonging
to the Company any Property held by such sub-custodian.
(b) In the event that a sub-custodian permits any of
the Securities placed in its care to be held in an eligible foreign securities
depository, such sub-custodian will be required by its agreement with the Bank
to identify on its books such Securities as being held for the account of the
Bank as a custodian for its customers.
(c) Any Securities in a Custody Account held by a
sub-custodian of the Bank will be subject only to the instructions of the Bank
or its agents; and any Securities held in an eligible foreign securities
depository for the account of a sub-custodian will be subject only to the
instructions of such sub-custodian.
(d) The Bank will only deposit Property in an account
with a sub-custodian which includes exclusively the assets held by the Bank for
its customers, and the Bank will cause such account to be designated by such
sub-custodian as a special custody account for the exclusive benefit of
customers of the Bank.
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(e) Any agreement the Bank shall enter into with a
sub-custodian with respect to the holding of Property shall require that (i) the
Property is not subject to any right, charge, security interest, lien or claim
of any kind in factor of such sub-custodian or its creditors except for a claim
of payment for its safe custody or administration and (ii) beneficial ownership
of such Property is freely transferable without the payment of money or value
other than for safe custody or administration.
(f) The Bank shall allow independent public
accountants of the Company such reasonable access to the records of the Bank
relating to Property held in a Custody Account and a Deposit Account as required
by such accountants in connection with their examination of the books and
records pertaining to the affairs of the Company. The Bank shall, subject to
restrictions under applicable law, also obtain from any sub-custodian with which
the Bank maintains the physical possession of any Property an undertaking to
permit independent public accountants of the Company such reasonable access to
the records of such sub-custodian as may be required in connection with their
examination of the books and records pertaining to the affairs of the Company or
to supply a verifiable confirmation of the contents of such records. The Bank
shall furnish the Company such reports (or portions thereof) of the Bank's
external auditors as relate directly to the Bank's system of internal accounting
controls applicable to the Bank's duties under this Agreement.
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(g) The Bank will supply to the Company at least
monthly a statement in respect to any Property in a Custody and a Deposit
Account held by each sub-custodian, including an identification of the entity
having possession of such Property, and the Bank will send to the Company an
advice or notification of any transfers of Property to or from the Custodian
Account and Deposit Account, indicating, as to Property acquired, the identity
of the entity having physical possession of such Property. In the absence of the
filing in writing with the Bank by the Company of exceptions or objections to
any such statement within ninety (90) days of the Company's receipt of such
statement, or within ninety (90) days after the date that a material defect in
reasonably discoverable, the Company shall be deemed to have approved such
statement; and in such case or upon written approval of the Company of any such
statement the Bank shall, to the extent permitted by law and provided the Bank
has met the standard of case in Section 12 hereof, be released, relieved and
discharged with respect to all matters and things set forth in such statement as
though such statement has been settled by the decree of a court of competent
jurisdiction in an action in which the Company and all persons having any equity
interest in the Company were parties.
(h) The Bank warrants to the Company 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
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custodian and each eligible foreign securities depository holding Property for
the account of the Company pursuant to this Agreement afford protection for such
Property at least equal to that afforded by the Bank's established procedures
with respect to similar Property held by the Bank (and its securities
depositories) in Boston, MA.
(i) The Bank hereby warrants the Company that as of
the date of this Agreement it is maintaining a Bankers Blanket Bond and hereby
agrees to notify the Company in the event its Bankers Blanket Bond is canceled
or otherwise lapses.
5. Deposit Account Payments. Subject to the provisions of
Section 7, the Bank shall make, or cause its sub-custodian to make, payments of
cash credited to a Deposit Account only:
(a) in connection with the purchase of Securities and
the delivery of such Securities to, or the crediting of such Securities to the
particular Custody Account of, the Bank or its sub-custodian, each such payment
to be made at prices as confirmed by Instructions from Authorized Persons (as
defined in Section 10 hereof);
(b) for the purchase or redemption of shares of the
capital stock of the Company and the delivery to, or crediting to the account
of, the Bank or its sub-custodian of such shares to be so purchased or redeemed;
(c) for the payment of dividends, interest, taxes,
management or supervisory fees, capital distributions or operating expenses;
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(d) for the payments to be made in connection with
the conversion, exchange or surrender of Securities held in a Custody Account;
(e) for other proper corporate purposes; or
(f) upon the termination of this Custody Agreement as
hereinafter set forth. All payments of cash for a purpose permitted by
subsection (a), (b), (c) or (d) of this Section 5 will be made only upon receipt
by the Bank of Instructions from Authorized Persons which shall specify the
purpose for which the payment is to be made and the applicable subsection of
this Section 5. In the case of any payment to be made for the purpose permitted
by subsection (e) of this Section 5, the Bank must first receive a certified
copy of a resolution of the Board of Directors of the Company adequately
describing such payment, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom such payment shall be made.
Any payment pursuant to subsection (f) of this Section 5 will be made in
accordance with Section 17 hereof.
In the event that any payment made under this Section 5
exceeds the funds available in that Deposit Account, the Bank's foreign
sub-custodian may, in its discretion, advance funds in an amount equal to such
excess and such advance, shall be deemed an overdraft from the Bank's foreign
sub-custodian to that investment portfolio payable on demand, bearing interest
at the rate of interest customarily charges by the Bank's foreign
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subcustodian on similar overdrafts. If the Bank causes a Deposit Account to be
credited on the payable date for interest, dividends or redemptions, the Company
will promptly return to the Bank any such amount or property so credited upon
oral or written notification that neither the Bank nor its sub-custodian can
collect such amount or property in the ordinary course of business. The Bank or
its sub-custodian, as the case may be, shall have no duty or obligation to
institute legal proceeding or take any other action with respect to the
collection of such amount or property beyond its ordinary collection procedures.
6. Custody Account Transactions. Subject to the provisions of
Section 7, Securities in a Custody Account will be transferred, exchanged or
delivered by the Bank or its sub-custodian only:
(a) upon sale of such Securities and receipt by the
Bank or its sub-custodian or payment therefor, each such payment to be in the
amount confirmed by Instruction from Authorized Persons;
(b) when such Securities are called, redeemed or
retired, or otherwise become payable. Notwithstanding the foregoing, the Bank or
its sub-custodian shall have no responsibility to the Company for monitoring or
ascertaining any call, redemption or retirement dates with respect to put bonds
which are owned by the Company and held by the Bank, its sub-custodian or their
respective nominees. Nor shall the Bank or its sub-custodian have any
responsibility or liability to the Company for any loss for any missed
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payments or other defaults resulting therefrom unless the Bank or such
sub-custodian received timely notification from the Company specifying the time,
place and manner for the presentment of any such put bond held by the Bank, its
sub-custodian or their respective nominees. The Bank shall not be responsible
and assumes no liability to the Company for the accuracy or completeness of any
notification the Bank or any sub-custodian may furnish to the Company with
respect to put bonds;
(c) in exchange for or upon conversion into other
Securities alone or other Securities and cash pursuant to any plan of merger,
consolidation, reorganization, recapitalization or readjustment;
(d) upon conversion of such Securities pursuant to
their terms into other Securities;
(e) upon exercise of subscription, purchase or other
similar rights represented by such Securities;
(f) for the purpose of exchanging interim receipts or
temporary Securities for definitive Securities;
(g) for the purpose of redeeming in kind shares of
the capital stock of the Company against delivery to the Bank or its
sub-custodian of such shares to be redeemed;
(h) for other proper corporate purposes; or
(i) upon the termination of this Sub-Custodian
Agreement as hereinafter set forth. All transfers, exchanges or deliveries of
Securities in a Custody Account for a purpose permitted by either
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subsection (a), (b), (c), (d), (e) or (f) of this Section 6 will be made, except
as provided in Section 8 hereof, only upon receipt by the Bank of Instructions
from Authorized Persons which shall specify the purpose of the transfer,
exchange or delivery to be made and the applicable subsection of this Section 6.
In the case of any transfer or delivery to be made for the purpose permitted by
subsection (g) of this Section 6, the Bank must first receive Instructions from
Authorized Persons specifying the shares held by the Bank or its sub-custodian
to be so transferred or delivery of such shares shall be made. In the case of
any transfer, exchange or delivery to be made for the purpose permitted by
subsection (h) of this Section 6, the Bank must first receive a certified copy
of a resolution of the Board of Directors of the Company adequately describing
such transfer, exchange or delivery, declaring such purpose to be proper
corporate purpose, and naming the person or persons to whom delivery of such
Securities shall be made. Any transfer or delivery pursuant to subsection (i) of
this Section 6 will be made in accordance with Section 17 hereof.
7. Custody Account Procedures. With respect to any
transaction involving Securities held in or to be acquired for a Custody
Account, the Bank in its discretion may cause the Deposit Account to be credited
on the actual settlement date with the proceeds of any sale or exchange of
Securities from the particular Custody Account and to be debited on the actual
settlement date for the cost of Securities purchased or acquired for the
particular Custody Agreement.
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Settlement and payment for Securities received for, and
delivery of Securities out of, a Custody Account may be effected 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, delivering Securities to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for such
Securities from such purchaser or dealer.
8. Actions of the Bank. Until the Bank receives Instructions
from Authorized Persons to the contrary, the Bank will, or will instruct its
sub-custodian, to:
(a) present for payment any Securities in a Custody
Account 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 the Bank or sub-custodian is aware of such opportunities for
payment, and hold cash received upon presentation of such Securities in
accordance with the provisions of Section 2, 3 and 4 hereof;
(b) in respect of Securities in a Custody Account,
execute in the name of the Company such ownership and other certificates as may
be required to obtain payments in respect thereof;
(c) exchange interim receipts or temporary Securities
in a Custody Account for definitive Securities;
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(d) (if applicable) convert monies received with
respect to Securities or foreign issue into United States dollars or any other
currency necessary to effect any transaction involving the Securities whenever
it is practicable to do so through customary banking channels, using any method
or agency available, including, but not limited to, the facilities of the Bank,
its subsidiaries, affiliates or sub-custodians;
(e) (if applicable) appoint brokers and agents for
any transaction involving the Securities in a Custody Account; and
(f) reclaim taxes withheld by foreign issuers where
reclaim is possible provided that Bank has been provided with all documentation
it may require.
9. Instructions. As used in this Agreement, the term
"Instructions" means instructions of the Company received by the Bank, via
telephone, telex, TWX, facsimile transmission, bank wire or other telephonic or
electronic instruction system acceptable to the Bank which the 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 the
Bank may specify.
Any Instructions delivered to the 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 the Company
will hold the Bank harmless for the Company's (i) failure to send such
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confirmation in writing, or (ii) the failure of such confirmation to conform to
the telephone Instructions received. Unless otherwise expressly provided, all
Instructions shall continue in full force and effect until canceled or
superseded. If the Bank requires test arrangements, authentication methods or
other security devices to be used with respect to Instructions, any Instructions
given by the Company thereafter shall be given and processed in accordance with
such terms and conditions for the use of such arrangements, methods of devices
as the Bank may put into effect and modify from time to time. The Company shall
safeguard any test keys, identification codes or other security devices which
the Bank shall make available to them. The Bank may electronically record any
Instructions given by telephone, and any other telephone discussions, with
respect to a Custody Account.
10. Authorized Persons. As used in this Agreement, the term
"Authorized Persons" means such officers or such agents of the Company as have
been designated by a resolution of the Board of Directors of the Company, a
certified copy of which has been provided to the Bank, to act on behalf of the
Company in the performance of any acts which Authorized Persons may do under
this Agreement. Such persons shall continue to be Authorized Persons until such
time as the Bank receives Instructions from Authorized Persons that any such
officer or agent is no longer an Authorized Person.
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11. Nominees. Securities in a Custody Account which are
ordinarily held in registered form may be registered in the name of the Bank's
nominee or, as to any Securities in the possession of any entity other than the
Bank, in the name of such entity's nominee. The Company agrees to hold any such
nominee harmless from any liability as a holder of record of such Securities,
but not if such liability is a result of such nominee's negligence. The Bank may
without notice to the Company cause any such Securities to cease to be
registered in the name of any such nominee. In the event that any Securities
registered in the name of the Bank's nominee or held by one of its
sub-custodians and registered in the name of such sub-custodian's nominee are
called for partial redemption by the issuer of such Security, the Bank may
allot, or cause to be allotted, the called portion to the respective beneficial
holders of such class of security in any manner the Bank deems to be fair and
equitable.
12. Standard of Care.
(a) The Bank shall be obligated to perform only such
duties as are set forth in this Agreement or expressly contained in instructions
given to the Bank which are consistent with the provisions of this Agreement.
(i) The Bank will use reasonable care with
respect to its obligations under this
Agreement and the safekeeping of
Property. The Bank shall be liable to
the Company for any loss which shall
occur as the result of the failure of a
sub-custodian or any eligible foreign
securities depository to exercise
reasonable care and without negligence
with respect to the safekeeping of such
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Property to the same extent that the
Bank would be liable to the Company if
the Bank were holding such Property in
Boston, MA. In the event of any loss to
the Company by reason of the failure or
negligent conduct of the Bank or its
subcustodian or an eligible foreign
securities depository to exercise
reasonable care, the Bank shall be
liable to the Company only to the extent
of the Company's direct damages and
expenses, which damages, for purposes of
Property only shall, be determined based
on the market value of the Property
which is the subject of the loss at the
date of such loss and without reference
to any special conditions or
circumstances.
(ii) The Bank will not be responsible for any
act, omission, default or for the
solvency of any broker or agent (other
than as provided herein) which it or a
sub-custodian appoints and uses unless
such appointment and use were made or
done negligently or in bad faith.
(iii) The Bank shall be indemnified by, and
without liability to the Company for any
action taken or omitted by the Bank
whether pursuant to Instructions or
otherwise within the scope of this
Agreement if such act or omission was in
good faith and without negligence. In
performing its obligations under this
Agreement, the Bank may rely on the
genuineness of any document which it
believes in good faith and without
negligence to have been validly
executed.
(iv) The Company agrees to pay for and hold
the 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
Property in such Custody Account and
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Deposit Account, assuming that the
Company has in good faith determined
that the Bank has properly performed its
duties hereunder.
(v) The Bank shall be entitled to rely, and
may act upon the advice or counsel (who
may be counsel for the Company) on all
matters and shall act reasonably and in
good faith pursuant to such advice.
Notwithstanding the foregoing, the Bank
shall remain liable for the performance
of its duties hereunder and such counsel
shall act reasonably and in good faith.
(vi) The Bank need not maintain any insurance
for the exclusive benefit of the
Company.
(vii) Without limiting the foregoing, the Bank
shall not be liable for any loss which
results from:
1) the general risk of investing, or
2) subject to Section 12(a)(i) hereof
investing or holding Property in a
particular country including, but not
limited to, losses resulting from
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 Property.
(viii) No 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
or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or
acts of God.
(b) Consistent with and without limiting the first
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paragraph of this Section 12, it is specifically acknowledged that the Bank
shall have no duty or responsibility to:
(i) Question Instructions or make any
suggestions to Company or Authorized
Person regarding such Instructions;
(ii) Supervise or make recommendations with
respect to investments or the retention
of Securities;
(iii) Subject to Section 12(a)(ii) hereof,
evaluate or report to the Company 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
to this Agreement; or
(iv) Review or reconcile trade confirmations
received from brokers.
(c) The Bank shall provide to the Company, on an
annual basis, a report confirming that the arrangements hereunder remain in
compliance with the rules of the Securities and Exchange Commission governing
such arrangements.
13. Corporate Action. Whenever the Bank or its sub-custodian
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"), the Bank will give the Company notice of such
Corporate Actions to the extent that the Bank's central corporate actions
department has actual knowledge of a Corporate Action in time to notify its
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customers. The Bank shall use its best efforts to ensure that it receives all
available Corporate Action information, interprets such information concerning
the Securities and promptly reports such information to the Company.
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, the Bank or its sub-custodians will
endeavor to obtain Instructions from the Company or its Authorized Person, but
if Instructions are not received in time for the Bank to take timely action, or
actual notice of such Corporate Action was received too late to seek
Instructions, the Bank is authorized to sell such rights entitlement or
fractional interest and to credit the applicable Deposit Account with the
proceeds and to take any other action it deems, in good faith, to be appropriate
in which case, provided it has met the standard of care in Section 12 hereof, it
shall be held harmless by the Company for any such action.
The Bank will deliver proxies to the Company or its designated
agent pursuant to special arrangements which may have been agreed to in writing
between the parties hereto. Such proxies shall be executed in the appropriate
nominee name relating to Securities in the Custody Account registered in the
name of such nominee but without indicating the manner in which such proxies are
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to be voted; and where bearer Securities are involved, proxies will be delivered
in accordance with instructions from Authorized Persons.
14. Fees and Expenses.
(a) The Company will compensate the Bank for its
services rendered under this Agreement in accordance with the fees set forth in
the Fee Schedule annexed hereto as Schedule A and incorporated herein. Such Fee
Schedule does not include out-of-pocket disbursements of the Bank for which the
Bank shall be entitled to xxxx separately. Out-of-pocket disbursements may
include only the items specified in the Schedule of Out-of-Pocket charges
annexed hereto as Schedule B and incorporated herein, which schedule may be
modified by the Bank if the Company consents in writing to the modifications.
(b) The parties hereto will agree upon the
compensation for acting as custodian for any portfolio of the Company hereafter
established and designated, and at the time that the Bank commences serving as
such for said portfolio, such agreement shall be reflected in a Fee Schedule for
that portfolio, dated and signed by an officer of each party hereto, which shall
be attached to Schedule A of this Agreement.
(c) Any compensation agreed to hereunder may be
adjusted from time to time by attaching to Schedule A of this Agreement a
revised Fee Schedule, dated and signed by an Authorized Officer or authorized
representative of each party hereto.
(d) The Bank will xxxx the Company as soon as
practicable after the end of each calendar month, and said xxxxxxxx will be
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detailed in accordance with the Fee Schedule for the Company. The Company will
promptly pay to the Bank the amount of such billing.
(e) Subject to the Bank's proper performance of its
duties hereunder, the Company hereby agrees to hold the Bank harmless from any
liability or loss resulting from any taxes or other governmental charges, and
any expenses related thereto, which may be imposed, or assessed with respect to
the Custody Account with the Bank and also agrees to hold the Bank, its
sub-custodians, and their respective nominees harmless from any liability as a
record holder of Securities in such Custody Account. The Bank is authorized to
charge the account of the Company for such items and the Bank shall have a lien
on Securities in such Custody Account and on cash in such Deposit Account for
any amount owing to the Bank from time to time under this Agreement.
15. Effectiveness. This Agreement shall be effective on the
date first noted above.
16. Termination. This Agreement may be terminated by the
Company or the Bank by 60 days' written notice to the other, sent by registered
mail, provided that any termination by the Company shall be authorized by a
resolution of the Board of Directors of the Company, a certified copy of which
shall accompany such notice of termination, and provided further, that such
resolution shall specify the names of persons to whom the Bank shall deliver the
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Securities in each Custody Account and to whom the cash in each Deposit Account
shall be paid. If notice of termination is given by the Bank, the Company shall,
within 60 days following the giving of such notice, deliver to the Bank a
certified copy of a resolution of the Board of Directors of the Company
specifying the names of the persons to whom the Bank shall deliver such
Securities and cash, after deducting therefrom any amounts which the Bank
determines to be owed to it under Section 14 hereof. If within 60 days following
the giving of a notice of termination by the Bank, the Bank does not receive
from the Company a certified copy of a resolution of the Board of Directors of
the Company specifying the names of the persons to whom the cash in each Deposit
Account shall be paid and to whom the Securities in each Custody Account shall
be delivered, the Bank, at its election, may deliver such Securities and pay
such cash to a bank or trust company doing business in the continental United
States and qualified as a custodian under the Investment Company Act of 1940, as
amended, to be held and disposed of pursuant to the provisions of this
Agreement, or to Authorized Persons, or may continue to hold such Securities and
cash until a certified copy of one or more resolutions as aforesaid is delivered
to the Bank. The obligations of the parties hereto regarding the use of
reasonable obligations of the parties hereto regarding the use of reasonable
care, indemnities and payment of fees and expenses shall survive the termination
of this Agreement.
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17. Miscellaneous.
(a) Annexed hereto as Appendix A is a certification
signed by two of the present officers of the Company setting forth the names and
the signatures of the present Authorized Persons. The Company agrees to furnish
to the Bank a new certification in similar form in the event that any such
present Authorized Person ceases to be such an Authorized Person or in the event
that other or additional Authorized Persons are elected or appointed. Until such
new certification shall be received, the Bank shall be fully protected in acting
under the provisions of this Agreement upon Oral Instructions or signatures of
the present Authorized Persons as set forth in the last delivered certification.
(b) Annexed hereto as Appendix B is a certification
signed by two of the present officers of the Company setting forth the names and
the signatures of the present officers of the Company. The Company agrees to
furnish to the Bank a new certification in similar form in the event any such
present officer ceases to be an officer of the Trust or in the event that other
or additional officers are elected or appointed. Until such new certification
shall be received, the Bank shall be fully protected in acting under the
provisions of this Agreement upon the signature of the officers as set forth in
the last delivered certification.
(c) Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Bank, shall be
sufficiently given if addressed to the Bank and mailed or delivered to it at its
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offices at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or at such other place
as the Custodian may from time to time designate in writing.
(d) Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Company, shall be
sufficiently given if addressed to the Company and mailed or delivered to it at
its offices at its address stated on the first page hereof or at such other
place as the Company may from time to time designate in writing, with a copy to:
Xxxx Xxxxx
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
(e) This Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties with the same
formality as this Agreement, (i) authorized and approved by a vote of the Board
of Directors of the Company, including a majority of the members of the Board of
Directors of the Company who are not "interested persons" of the Company (as
defined in the 1940 Act), or (ii) authorized and approved by such other
procedures as may be permitted or required by the 1940 Act.
(f) This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by the Company
without the written consent of the Bank, or by the Bank without the written
consent of the Company authorized or approved by a vote of the Board of
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Directors of the Company, and any attempted assignment without such written
consent shall be null and void.
(g) This Agreement shall be construed in accordance
with the laws of The Commonwealth of Massachusetts.
(h) The captions of the Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(i) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective representatives duly authorized as
of the day and year first above written.
FLAG INVESTORS INTERNATIONAL,
FUND, INC.
BY: _____________________________________
Name:
Title:
BOSTON SAFE DEPOSIT AND
TRUST COMPANY
By: _____________________________________
Name:
Title:
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APPENDIX A
We, ___________________, Treasurer and ___________________,
Secretary, of Flag Investors International Fund, Inc., a corporation organized
under the laws of the State of Maryland (the "Company"), do hereby certify that:
The following individuals have been duly authorized as
Authorized Persons to give Oral Instructions and Written Instructions on behalf
of the Company and the signatures set forth opposite their respective names are
their true and correct signatures:
APPENDIX B
We, ________________, President and _________________________,
Secretary of Flag Investors International Fund, Inc., a corporation organized
under the laws of the State of Maryland (the "Company"), do hereby certify that:
The following individuals serve in the following positions
with the Company and each individual has been duly elected or appointed to each
such position and qualified therefor in conformity with the Company's Articles
of Incorporation and By-Laws and the signatures set forth opposite their
respective names are their true and correct signatures:
Name Position Signature
---- -------- ---------
President ______________________________________
Treasurer ______________________________________
Secretary ______________________________________
Investment Officer ______________________________________
Investment Officer ______________________________________
Assistant Treasurer ______________________________________
Assistant Treasurer ______________________________________
Assistant Secretary ______________________________________
Assistant Secretary ______________________________________
Assistant Secretary ______________________________________
-28-
APPENDIX C - INDIVIDUALS WITH ACCESS
I, Xxxxx X. Xxxxxx, Secretary of Boston Safe Deposit and Trust
Company, a Massachusetts corporation (the "Custodian"), do hereby certify that:
The following twelve named individuals have been duly
authorized by the Executive Committee of the Board of Directors of the Custodian
to have access to the assets of Flag Investors International Fund, Inc., a
corporation organized under the laws of the State of Maryland, held by the
Custodian in its capacity as such:
Xxxxx Xxxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxx X. XxXxxxx
Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxx
Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxx, III
Xxxxxx X. Xxxxxxx, III
_____________________________________
Xxxxx X. Xxxxxx
Boston Safe Deposit and Trust Company
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Schedule A
FLAG INVESTORS
FEE SCHEDULE
CUSTODY SERVICES
I. Holding Charges
U.S. Assets
First $200 million of net assets 2.0 Basis Points
Next $300 million of net assets 1.0 Basis Points
Over $500 million of net assets 0.8 Basis Points
Plus a per security holding charge of $5.00 per month.
II. Transaction Charges
DTC and Fed Book Entry $10 per trade
PTC $17.50 per trade
U.S. Physical $30 per trade
Third Party FX $20 per FX
Paydowns $5 per paydown
III. Country Groupings
Fees Transactions
---- ------------
Euroclear/Cedel
Under 500 million 4 basis points $25
Over 500 million 3 basis points $25
Group I Markets
Under 500 million 6 basis points $25
Over 500 million 5 basis points $25
Group II Markets 12 basis points $35
Group III Markets 15 basis points $35
Group IV Market 35 basis points $75
Third Party FX Contracts $20
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Schedule A - continued
FLAG INVESTORS
FEE SCHEDULE
CUSTODY SERVICES
Group I Group II Group III Group IV
Markets Markets Markets Markets
------- ------- ------- -------
Canada Australia Austria Argentina
Germany Belgium Italy Brazil
Japan Denmark Malaysia Chile
United Kingdom Finland Portugal Cyprus
France Singapore Greece
Hong Kong South Korea India
Ireland Spain Indonesia
Mexico Thailand Israel
Netherlands Jordan
New Zealand Luxembourg
Norway Pakistan
Sweden Peru
Switzerland Philippines
Poland
Sri Lanka
Turkey
Venezuela
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SCHEDULE B
The Company will pay to the Custodian as soon as possible
after the end of each month the out-of-pocket expenses specified on this
Schedule B and reasonably incurred in connection with the assets of the Company:
telephone
wire charges
courier services
stamp duty
registration
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