EXHIBIT 8.1
CUSTODY AGREEMENT
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AGREEMENT, made the 15th day of November, 1990 by and between The Growth
Fund of Spain, Inc., a Maryland corporation, having its principal place of
business at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("Fund") and
Investors Fiduciary Trust Company, a trust company organized and existing under
the laws of Missouri, having its principal place of business at Kansas City,
Missouri ("Custodian").
WHEREAS, Fund wants to appoint Investors Fiduciary Trust Company as
Custodian to have custody of a portion of Fund's portfolio securities and moneys
pursuant to this Agreement; and, for purposes related to its foreign investments
held outside the United States, Fund wants another custodian to have custody of
the remainder of Fund's portfolio securities and monies pursuant to a separate
agreement; and
WHEREAS, Investors Fiduciary Trust Company wants to accept such
appointment;
NOW, THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN.
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Fund hereby constitutes and appoints Investors Fiduciary Trust Company as
Custodian of Fund which is to include:
A. Custody of the securities and monies at any time owned by Fund and
received by Custodian; and
B. Performing certain accounting and record keeping functions relating
to its function as Custodian for Fund and each of its Portfolios.
2. DELIVERY OF CORPORATE DOCUMENTS.
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Fund has delivered or will deliver to Custodian prior to the effective date
of this Agreement, copies of the following documents and all amendments or
supplements thereto, properly certified or authenticated:
A. Resolutions of the Board of Directors of Fund appointing Investors
Fiduciary Trust Company as Custodian hereunder and approving the form of this
Agreement; and
B. Resolutions of the Board of Directors of Fund authorized certain
persons to give instructions on behalf of Fund to Custodian and authorizing
Custodian to rely upon written instructions over their signatures.
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
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A. Delivery of Assets
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All Fund's securities and moneys, except as permitted by the
Investment Company Act of 1940 ("1940 Act"), will be delivered either to
Custodian or to Banco Santander, pursuant to a separate custody agreement. Fund
will deliver or cause to be delivered to Custodian on the effective date of this
Agreement, or as soon thereafter as practicable, and from time to time
thereafter, portfolio securities acquired by it and monies then owned by it
except as permitted by the 1940 Act or from time to time coming into its
possession during the time this Agreement shall continue in effect. Custodian
shall have no responsibility or liability whatsoever for or on account of
securities or monies not so delivered.
All securities so delivered to Custodian (other than bearer securities) shall be
registered in the name of Fund or its nominee, or of a nominee of Custodian, or
shall be properly endorsed and in form for transfer satisfactory to Custodian.
B. Safekeeping
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Custodian will receive delivery of and keep safely the assets of Fund
delivered to it from time to time. Custodian will not deliver any such assets to
any person except as permitted by the provisions of this Agreement or any
agreement executed by it according to the terms of this Agreement. Custodian
shall be responsible only for the monies and securities of Fund held directly by
it or its nominees or sub-custodian under this Agreement. Custodian may
participate directly or indirectly through a sub-custodian in the Depository
Trust Company or Treasury/Federal Reserve Book Entry System, the Participants
Trust Company and any other securities depository approved by the Board of
Directors of the Fund, subject to compliance with the provisions of Rule 17f-4
under the 1940 Act including, without limitation, the specific provisions of
subsections (a)(1) through (d)(4) thereof.
C. Registration of Securities
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Custodian will hold stocks and other registerable portfolio securities
of Fund registered in the name of Fund or in the name of any nominee of
Custodian for whose fidelity and liabilities Custodian shall be fully
responsible, or in street certificate form, so-called, with or without any
indication of fiduciary capacity. Unless otherwise instructed, Custodian will
register all such portfolio securities in the name of its authorized nominee.
D. Exchange of Securities
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Upon receipt of instructions, Custodian will exchange, or cause to be
exchanged, portfolio securities held by it for the account of Fund for other
securities or cash issued or paid in connection with any reorganization,
recapitalization, merger, consolidation, split-up of shares, change of par
value, conversion or otherwise, and will deposit any such securities in
accordance with the terms of any reorganization or protective plan. Without
instructions, Custodian is authorized to exchange securities held by it in
temporary form for securities in definitive form, to effect an exchange of
shares when the par value of the stock is changed, and, upon receiving payment
therefore, to surrender bonds or other securities held by it at maturity or when
advised of earlier call for redemption, except that Custodian shall receive
instructions prior to surrendering any convertible security.
E. Purchases or Sales of Investments of Fund
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Fund shall, on each business day on which a purchase or sale of a
portfolio security shall be made by it, deliver to Custodian instructions which
shall specify with respect to each such transaction:
(1) The name of the issuer and description of the security;
(2) The number of shares or the principal amount purchased or
sold, and accrued interest, if any;
(3) The trade date;
(4) The settlement date;
(5) The date when the securities sold were purchased by Fund or
other information identifying the securities sold and to be delivered;
(6) The price per unit and the brokerage commission, taxes and
other expenses in connection with the transaction;
(7) The total amount payable or receivable upon such transaction;
and
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(8) The name of the person from whom or the broker or dealer
through whom the transaction was made.
In accordance with such purchase instructions, Custodian shall pay for
out of monies held for the account of Fund, but only insofar as monies are
available therein for such purpose, and receive the portfolio securities so
purchased by or for the account of Fund. Such payment shall be made only upon
receipt by Custodian of the securities so purchased in form for transfer
satisfactory to Custodian.
In accordance with such sales instructions, Custodian will deliver or
cause to be delivered the securities thus designated as sold for the account of
Fund to the broker or other person specified in the instructions relating to
such sale, such delivery to be made only upon receipt of payment therefor in
such form as shall be satisfactory to Custodian, with the understanding that
Custodian may deliver or cause to be delivered securities for payment in
accordance with the customs prevailing among dealers in securities.
F. Purchases or Sales of Options and Futures Transactions
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Fund will, on each business day on which a purchase or sale of the
following options and/or futures shall be made by it, deliver to Custodian
instructions which shall specify with respect to each such purchase or sale:
(1) Securities Options
(a) The underlying security;
(b) The price at which purchased or sold;
(c) The expiration date;
(d) The number of contracts;
(e) The exercise price;
(f) Whether opening, exercising, expiring or closing the
transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased;
(i) Market on which option traded; and
(j) Name and address of the broker or dealer through whom
the sale or purchase was made.
(2) Options on Indices
(a) The index;
(b) The price at which purchased or sold;
(c) The exercise price;
(d) The premium;
(e) The multiple;
(f) The expiration date;
(g) Whether the transaction is an opening, exercising,
expiring or closing transaction;
(h) Whether the transaction involves a put or call;
(i) Whether the option is written or purchased; and
(j) Name and address of the broker or dealer through whom
the sale or purchase was made.
(3) Securities Index Futures Transactions
(a) The last trading date specified in the contract and,
when available, the closing level, thereof;
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(b) The index level on the date the contract is entered
into;
(c) The multiple;
(d) Any margin requirements;
(e) The need for a segregated margin account (in addition to
instructions; and, if not already in the possession of Custodian, Fund
shall deliver a substantially complete and executed custodial
safekeeping account and procedural agreement which shall be
incorporated into this Custody Agreement); and
(f) The name and address of the futures commission merchant
through whom the sale or purchase was made.
(4) Options on Index Futures Contracts
(a) The underlying index futures contract;
(b) The premium;
(c) The expiration date;
(d) The number of options;
(e) The exercise price;
(f) Whether the transaction involves an opening, exercising,
expiring or closing transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased; and
(i) The market on which the option is traded.
G. Securities Pledged to Secure Loans
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(1) Upon receipt of instructions, Custodian will release or cause
to be released securities held in custody to the pledgee designated in such
instructions by way of pledge or hypothecation to secure any loan incurred
by Fund; provided, however, that the securities shall be released only upon
payment to Custodian of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made,
further securities may be released or caused to be released for that
purpose upon receipt of instructions. Upon receipt of instructions,
Custodian will pay, but only from funds available for such purpose, any
such loan upon redelivery to it of the securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing such loan.
(2) Upon receipt of instructions, Custodian will release
securities held in custody to the borrower designated in such instructions;
provided, however, that the securities shall be released only upon deposit
with Custodian of full cash collateral as specified in such instructions,
and that Fund will retain the right to any dividends, interest or
distribution on such loaned securities. Upon receipt of instructions and
the loaned securities, Custodian will release the cash collateral to the
borrower.
H. Routine Matters
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Custodian will, in general, attend to all routine and mechanical
matters in connection with the sale, exchange, substitution, purchase, transfer,
or other dealings with securities or other property of Fund except as may be
otherwise provided in this Agreement or directed from time to time by the Board
of Directors of Fund.
I. Demand Deposit Account
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Custodian will open and maintain a demand deposit account or accounts
in the name of Custodian, subject only to draft or order by Custodian upon
receipt of instructions. All monies received by Custodian from or for the
account of Fund shall be deposited in said account or accounts.
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When properly authorized by a resolution of the Board of Directors of
Fund, Custodian may open and maintain an additional demand deposit account or
accounts in such other banks or trust companies as may be designated in such
resolution, such accounts, however, to be in the name of Custodian and subject
only to its draft or order.
J. Income and Other Payments to Fund
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Custodian will:
(1) collect, claim and receive and deposit for the account of
Fund all income and other payments which become due and payable on or after
the effective date of this Agreement with respect to the securities
deposited under this Agreement, and credit the account of Fund with such
income on the payable date;
(2) execute ownership and other certificates and affidavits for
all federal, state and local tax purposes in connection with the collection
of bond and note coupons; and
(3) take such other action as may be necessary or proper in
connection with:
(a) the collection, receipt and deposit of such income and
other payments, including but not limited to the presentation for
payment of:
(1) all coupons and other income items requiring
presentation;
(2) all other securities which may mature or be called,
redeemed, retired or otherwise become payable and regarding which
the Custodian has actual knowledge, or notice of which is
contained in publications of the type to which it normally
subscribes for such purpose; and
(b) the endorsement for collection, in the name of Fund, of
all checks, drafts or other negotiable instruments.
Custodian, however, shall not be required to institute suit or take
other extraordinary action to enforce collection except upon receipt of
instructions and upon being indemnified to its satisfaction against the costs
and expenses of such suit or other actions. Custodian will receive, claim and
collect all stock dividends, rights and other similar items and deal with the
same pursuant to instructions. Unless prior instructions have been received to
the contrary, Custodian will, without further instructions, sell any rights held
for the account of Fund on the last trade date prior to the date of expiration
of such rights.
K. Payment of Dividends and Other Distributions
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On the declaration of any dividend or other distribution on the shares
of the Fund by the Board of Directors of Fund, Fund shall deliver to Custodian
instructions with respect thereto, including a copy of the Resolution of said
Board of Directors certified by the Secretary or an Assistant Secretary of Fund
wherein there shall be set forth the record date as of which shareholders are
entitled to receive such dividend or distribution, and the amount payable per
share on such dividend or distribution.
On the date specified in such Resolution for the payment of such
dividend or other distribution, Custodian shall pay out of the monies held for
the account of Fund, insofar as the same shall be available for such purposes,
and credit to the account of the Dividend Disbursing Agent for Fund, such amount
as may be necessary to pay the amount per share payable in cash shares of the
Fund issued and outstanding on the record date established by such Resolution.
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L. Shares Purchased by Fund
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Whenever any shares of the Fund are purchased by Fund, Fund or its
agent shall advise Custodian of the aggregate dollar amount to be paid for such
shares and shall confirm such advice in writing. Upon receipt of such advice,
Custodian shall charge such aggregate dollar amount to the custody account of
Fund and either deposit the same in the account maintained for the purpose of
paying for the purchase of shares or deliver the same in accordance with such
advice.
M. Shares Purchased from Fund
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Whenever shares of the Fund are purchased from Fund, Fund will deposit
or cause to be deposited with Custodian the amount received for such shares.
Custodian shall not have any duty or responsibility to determine that Fund
shares purchased from Fund have been added to the proper shareholder account or
accounts or that the proper number of such shares have been added to the
shareholder records.
N. Proxies and Notices
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Custodian will promptly deliver or mail to Fund all proxies properly
signed, all notices of meetings, all proxy statements and other notices,
requests or announcements affecting or relating to securities held by Custodian
for Fund and will, upon receipt of instructions, execute and deliver or cause
its nominee to execute and deliver such proxies or other authorizations as may
be required. Except as provided by this Agreement or pursuant to instructions
hereafter received by Custodian, neither it nor its nominee shall exercise any
power inherent in any such securities, including any power to vote the same, or
execute any proxy, power of attorney, or other similar instrument voting any of
such securities, or give any consent, approval or waiver with respect thereto,
or take any other similar action.
O. Disbursements
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Custodian will pay or cause to be paid insofar as funds are available
for the purpose, bills, statements and other obligations of Fund (including but
not limited to obligations in connection with the conversion, exchange or
surrender of securities owned by Fund, interest charges, variation margin,
dividend disbursements, taxes, management fees, administration-distribution
fees, custodian fees, legal fees, auditors' fees, transfer agents' fees,
brokerage commissions, compensation to personnel, and other operating expenses
of Fund) pursuant to instructions of Fund setting forth the name of the person
to whom payment is to be made, the amount of the payment, and the purpose of the
payment.
P. Books, Records and Accounts
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Custodian acknowledges that all the records it shall prepare and
maintain pursuant to this Agreement shall be the property of Fund and that upon
request of Fund it shall make Fund's records available to it, along with such
other information and data as are reasonably requested by Fund, for inspection,
audit or copying, or turn said records over to Fund.
Custodian shall, within a reasonable time, render to Fund as of the
close of business on each day, a detailed statement of the amounts received or
paid and of securities received or delivered for the account of Fund during said
day. Custodian shall, from time to time, upon request by Fund, render a detailed
statement of the securities and monies held for Fund under this Agreement, and
Custodian shall maintain such books and records as are necessary to enable it do
so and shall permit such persons as are authorized by Fund, including Fund's
independent public accountants, to examine such records or to confirm the
contents of such records; and, if demanded, shall permit federal and state
regulatory agencies to examine said securities, books and records. Upon the
written instructions of Fund or as demanded by federal or state regulatory
agencies, Custodian shall instruct any sub-custodian to permit such persons as
are authorized by Fund to examine the books, records and securities held by such
sub-custodian which relate to Fund.
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Q. Appointment of Sub-Custodian
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Notwithstanding any other provisions of this Agreement, all or any of
the monies or securities of Fund may be held in Custodian's own custody or in
the custody of one or more other banks or trust companies acting as
sub-custodians as may be approved by resolutions of Fund's Board of Directors,
evidenced by a copy thereof certified by the Secretary or Assistant Secretary of
Fund. Any such sub-custodian must have the qualifications required for
custodians under the 1940 Act unless exempted therefrom. The sub-custodian may
participate directly or indirectly in the Depository Trust Company or the
Treasury/ Reserve Book Entry System, the Participants Trust Company and any
other securities depository approved by the Board of Directors of the Fund, to
the same extent and subject to the same conditions as Custodian hereunder.
Neither Custodian nor sub-custodian shall be entitled to reimbursement by Fund
for any fees or expenses of any sub-custodian. The appointment of a
sub-custodian shall not relieve Custodian of any of its obligations hereunder.
R. Multiple Portfolios
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If Fund shall issue shares of more than one Portfolio during the term
hereof, Custodian agrees that all securities and other assets of Fund shall be
segregated by Portfolio and all books and records, account values or actions
shall be maintained, held, made or taken, as the case may be, separately for
each Portfolio.
S. Other Custodian
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Pursuant to instructions, Custodian will transmit securities and
moneys of Fund to Banco Santander as custodian for Fund.
4. INSTRUCTIONS.
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A. The term "instructions", as used herein, means written or oral
instructions to Custodian from an authorized person of Fund. Certified copies of
resolutions of the Board of Directors of Fund naming one or more persons
authorized to give instructions in the name and on behalf of Fund may be
received and accepted by Custodian as conclusive evidence of the authority of
any person to so act and may be considered to be in full force and effect (and
Custodian shall be fully protected in acting in reliance thereon) until receipt
by Custodian of notice to the contrary. Unless the resolution authorizing any
person to give instructions specifically requires that the approval of anyone
else shall first have been obtained, Custodian shall be under no obligation to
inquire into the right of the person giving such instructions to do so.
Notwithstanding any of the foregoing provisions of this Section 4, no
authorizations, or instructions received by Custodian from Fund, shall be deemed
to authorize or permit any director, officer, employee, or agent of Fund to
withdraw any of the securities or monies of Fund upon the mere receipt of
instructions from such trustee, officer, employee or agent.
B. No later than the next business day immediately following each oral
instruction referred to herein, Fund shall give Custodian written confirmation
of each such oral instruction. Either party may electronically record any oral
instruction whether given in person or via telephone.
5. LIMITATION OF LIABILITY OF CUSTODIAN.
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A. Custodian shall hold harmless and indemnify Fund from and against
any loss or liability arising out of Custodian's failure to comply with the
terms of this Agreement or arising out of Custodian's negligence, willful
misconduct, or bad faith. Custodian may request and obtain the advice and
opinion of counsel for Fund or of its own counsel with respect to questions or
matters of law, and it shall be without liability to Fund for any action taken
or omitted by it in good faith, in conformity with such advice or opinion.
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B. If Fund requires Custodian in any capacity to take, with respect to
any securities, any action which involves the payment of money by it, or which
in Custodian's opinion might make it or its nominee liable for payment of monies
or in any other way, Custodian shall be and be kept indemnified by Fund in an
amount and form satisfactory to Custodian against any liability on account of
such action.
C. Custodian shall be entitled to receive, and Fund agrees to pay to
Custodian, on demand, reimbursement for such cash disbursements, costs and
expenses as may be agreed upon from time to time by Custodian and Fund.
D. Custodian shall be protected in acting as custodian hereunder upon
any instructions, advice, notice, request, consent, certificate or other
instrument or paper reasonably appearing to it to be genuine and to have been
properly executed and shall, unless otherwise specifically provided herein, be
entitled to receive as conclusive proof of any fact or matter required to be
ascertained from Fund hereunder, a certificate signed by Fund's President, or
other officer specifically authorized for such purpose.
E. Without limiting the generality of the foregoing, Custodian shall
be under no duty or obligation to inquire into, and shall not be liable for:
(1) The validity of the issue of any securities purchased by or
for Fund, the legality of the purchase thereof or evidence of ownership
required by Fund to be received by Custodian, or the propriety of the
decision to purchase or amount paid therefor;
(2) The legality of the sales of any securities by or for Fund,
or the propriety of the amount paid therefor;
(3) The legality of the issue or sale of any shares of Fund, or
the sufficiency of the amount to be received therefor;
(4) The legality of the purchase of any shares of Fund, or the
propriety of the amount to be paid therefor; or
(5) The legality of the declaration of any dividend by Fund, or
the legality of the issue of any shares of Fund in payment of any share
dividend.
F. Custodian shall not be liable for, or considered to be the
custodian of, any money represented by any check, draft, wire transfer, clearing
house funds, uncollected funds, or instrument for the payment of money received
by it on behalf of Fund, until Custodian actually receives such money, provided
only that it shall advise Fund promptly if it fails to receive any such money in
the ordinary course of business, and use its best efforts and cooperate with
Fund toward the end that such money shall be received.
G. Subject to the obligations of Custodian under Section 3.B. hereof,
Custodian shall not be responsible for loss occasioned by the acts, neglects,
defaults or insolvency of any broker, bank, trust company, or any other person
with whom Custodian may deal in the absence of negligence, misconduct or bad
faith on the part of Custodian.
H. Custodian shall provide Fund for its approval by its Board of
Directors agreements with banks or trust companies which will act as
sub-custodian for Fund pursuant to this Agreement, and, as set forth in Section
3.B. hereof, Custodian shall be responsible for the monies and securities of the
Fund held by it or its nominees or sub-custodians under this Agreement.
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6. COMPENSATION.
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Fund shall pay to Custodian such compensation at such times as may from
time to time be agreed upon in writing by Custodian and Fund. Custodian may
charge such compensation against monies held by it for the account of Fund.
Custodian shall also be entitled, notwithstanding the provisions of Sections 5B
or 5C hereof, to charge against any monies held by it for the account of Fund
the amount of any loss, damage, liability or expense for which it shall be
entitled to reimbursement under the provisions of this Agreement. Custodian
shall not be entitled to reimbursement by Fund for any loss or expenses of any
sub-custodian.
7. TERMINATION.
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Either party to this Agreement may terminate the same by notice in writing,
delivered or mailed, postage prepaid, to the other party hereto and received not
less than sixty (60) days prior to the date upon which such termination shall
take effect. Upon termination of this Agreement, Fund shall pay to Custodian
such compensation for its reimbursable disbursements, costs and expenses paid or
incurred to such date and Fund shall use its best efforts to obtain a successor
custodian. Unless the holders of a majority of the outstanding shares of Fund
vote to have the securities, funds and other properties held under this
Agreement delivered and paid over to some other person, firm or corporation
specified in the vote, having not less the Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by its last published
report, and meeting such other qualifications for custodian as set forth in the
Bylaws of Fund, the Board of Directors of Fund shall, forthwith upon giving or
receiving notice of termination of this Agreement, appoint as successor
custodian a bank or trust company having such qualifications. Custodian, shall,
upon termination of this Agreement, deliver to the successor custodian so
specified or appointed, at custodian's office, all securities then held by
Custodian hereunder, duly endorsed and in form for transfer, and all funds and
other properties of Fund deposited with or held by Custodian hereunder, and
shall cooperate in effecting changes in book-entries at the Depository Trust
Company and the Treasury/Federal Reserve Book-Entry System, the Participants
Trust Company and any other securities depository holding assets of the Fund. In
the event no such vote has been adopted by the shareholders of Fund and no
written order designating a successor custodian shall have been delivered to
Custodian on or before the date when such termination shall become effective,
then Custodian shall deliver the securities, funds and properties of Fund to a
bank or trust company at the selection of Custodian and meeting the
qualifications for custodian, if any, set forth in the Bylaws of Fund and having
not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and
undivided profits, as shown by its last published report. Upon either such
delivery to a successor custodian, Custodian shall have no further obligations
or liabilities under this Agreement. Thereafter such bank or trust company shall
be the successor custodian under this Agreement and shall be entitled to
reasonable compensation for its services. In the event that no such successor
custodian can be found, Fund will submit to its shareholders, before permitting
delivery of the cash and securities owned by Fund to anyone other than a
successor custodian, the question of whether Fund shall be liquidated or shall
function without a custodian. Notwithstanding the foregoing requirement as to
delivery upon termination of this Agreement, Custodian may make any other
delivery of the securities, funds and property of Fund which shall be permitted
by the 1940 Act and Fund's Articles of Incorporation and Bylaws then in effect.
Except as otherwise provided herein, neither this Agreement nor any portion
thereof may be assigned by Custodian without the consent of Fund, authorized or
approved by a resolution of its Board of Directors.
8. NOTICES.
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Notices, requests, instructions and other writings received by Fund at 000
Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or at such other address as Fund
may have designated by certified resolution of the Board of Directors to
Custodian and notices, requests, instructions and other writings received by
Custodian at its offices at 00 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, or
to such other address as it may have designated to Fund in writing, shall be
deemed to have been properly given hereunder.
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9. MISCELLANEOUS.
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A. This Agreement is executed and delivered in the State of Missouri
and shall be governed by the laws of the State of Missouri.
B. All the terms and provisions of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the respective successors
and assigns of the parties hereto.
C. No provisions of the Agreement may be amended or modified, in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
D. The captions in this 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.
E. This Agreement shall become effective at the close of business on
the date hereof.
F. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
G. If any part, term or provision of this Agreement is by the courts
held to be illegal, in conflict with any law or otherwise invalid, the remaining
portion or portions shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held to be
illegal or invalid.
H. This Agreement, together with the Fee Schedule, is the entire
contract between the parties relating to the subject matter hereof and
supersedes all prior agreements between the parties.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective authorized officers, and their respective seals to
be affixed.
THE GROWTH FUND OF SPAIN, INC.
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
Attest: /s/ Xxxxxx X. Xxxxxxx
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Title: Assist. Sec.
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ X.X. Xxxxxxx
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Title: Chief Operations Officer
Attest: /s/ Xxxxxx Xxxxxxx
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Title: Asst. Sec.
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