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EX-99.8
CUSTODIAN AGREEMENT
AGREEMENT make this 19th day of December
1986, between XXXXXXX XXXXX EUROFUND (the "Fund") and Xxxxx
Brothers Xxxxxxxx & Co. (the "Custodian") .
WITNESSETH: That in consideration of the mutual covenants
and agreements herein contained, the parties hereto agree as
follows:
1. The Fund hereby employs and appoints the Custodian as a
custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or
obligation to require the Fund to deliver to it any securities or
funds owned by the Fund and shall have no responsibility or
liability for or on account of securities or funds not so
delivered. The Fund will deposit will the Custodian copies of
the certificate of Incorporation and By-Laws (or comparable
documents) of the Fund and all amendments thereto, and copies of
such votes and other proceedings of the Fund as may be necessary
for or convenient to the Custodian the performance of its
duties.
2. Except for securities and funds held by subcustodians
appointed pursuant to the provisions of Section 3 hereof, the
Custodian shall have and perform the following powers and duties:
A. Safekeeping - To keep safely the securities of the Fund
that have been delivered to the Custodian and from time to time
to receive delivery of securities for safekeeping.
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B. Manner of Holding Securities - To hold securities of the
Funds (1) by physical possession of the share certificates or
other instruments representing such securities in registered or
bearer form, or (2) in book-entry form by a securities System (as
said term is defined in Section 2T).
C. Registered Name; Nominee - To hold registered securities
of the Fund; (1) in the name or any nominee name of the Custodian
or the Fund, or in the name or any nominee name of any agent
appointed pursuant to Section 6E, or (2) in street certificate
form, so-called, and in any case with or without any indication
of Fiduciary capacity.
D. Purchases - Upon receipt of proper instructions, and
insofar as funds are available for the purpose, to pay for and
receive securities purchased for the account of the Fund, payment
being made only upon receipt of the securities (1) by the
Custodian or (2) by a clearing corporation of a national
securities exchange of which the Custodian is a member, or (3) by
a Securities System. However, (i) in the case of repurchase
agreements entered into by the Fund, the Custodian (as well as a
Subcustodian or an Agent, as defined in Section 2G)may release
funds to a Securities System prior to the receipt of advice from
the Securities System that the securities underlying such
repurchase agreement have boon transferred by book entry into this
Account (as defined in Section 2T) of the Custodian (or such
Subcustodian or Agent) maintain with such Securities System.
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and (ii) in the case of time deposits, call account deposits,
currency deposits, and other deposits, contracts or options
pursuant to Sections 2K, 2L and 2M, the Custodian may make
payment therefore without receiving an instrument evidencing
E. Exchanges - Upon receipt of proper instructions, to
exchange securities held by it for the account of the Fund for
other securities in connection with any reorganization,
re capitalization, split-up of shares, chance of par value,
conversion or other event, and to deposit any such securities in
accordance with the terms of any reorganization or protective
plan. Without such instructions, the Custodian may surrender
securities in temporary form for definitive securities, may
surrender securities for transfer into a name nominee name as
permitted in Section 2C, and may surrender securities for a
different number of certificates or instruments representing the
same number of shares or same principal amount of indebtedness,
provided the securities to be issued are to be delivered to the
Custodian.
F. Sales of Securities - Upon receipt of proper
instructions, to make delivery of securities which have been sold
for the account of the Fund, but only against payment therefor
(1) in cash, by a certified check, bank cashier's check, bank
credit, or bank wire transfer, or (2) by credit to the account of
the Custodian with a clearing corporation of a national
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securities exchange of which the Custodian is a member, or (3) by
credit to the account of the Custodian or an Agent of the
Custodian with a Securities System.
G. Depository Receipts - Upon receipt of proper
instructions to instruct a subcustodian appointed pursuant to
Section 2 hereof (a "Subcustodian") or an agent of the Custodian
appointed pursuant to Section 6E hereof (an "Agent") to surrender
securities to the depository used by an issuer of American
Depository Receipts or International Depository Receipts
(hereinafter collectively referred to as "ADRs") for such
securities against a written receipt therefor adequately
describing such securities and written evidence satisfactory to
the Subcustodian or Agent that the depository has acknowledge
receipt of instructions to issue with respect to such securities
ADRs in the name of the Custodian, or a nominee of the Custodian,
for delivery to the Custodian in Boston, Massachusetts or at
such other place as the Custodian may from time to time
designate.
Upon receipt of proper instructions to surrender
ADRs to the issuer thereof against a written receipt therefor
adequately describing the ADRs surrendered and written evidence
satisfactory to the Custodian that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository to
deliver the securities underlying such ADRs to a Subcustodian or
an Agent.
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H. Exercise of Rights: Tender Offers - Upon timely receipt
of proper instructions, to deliver to the issuer or trustee
thereof, or to the agent of either, warrants, puts, calls, rights
or similar securities for the purpose of being Exercise or sold,
provided that the new securities and cash, it any, acquire by
such action are to be delivered to the Custodian, and, upon
receipt of proper instructions, to deposit securities upon
invitations for terms of securities, provided that the
consideration is to he paid or delivered or the tendered
securities are to be returned to the Custodian.
I. Stock Dividends, Rights, Etc. To receive and collect
all stock dividend, rights and other items of like nature; and
to deal with the same pursuant to proper instructions relative
thereto.
J. Borrowings - Upon receipt of proper instructions, to
deliver securities of the Fund to lenders or their agents as
collateral for borrowings effected by the Fund, provided that
such borrowed money is payable to or upon the Custodian's order
as Custodian for the Fund.
K. Demand Deposit Bank Accounts - To open and operate an
account or accounts in the name of the Fund on the Custodian's
books subject only to draft order by the Custodian. All funds
received by the Custodian from or for the account of the Fund
shall be deposited in said accounts(s). The responsibilities of
the Custodian to the Fund for Deposits accepted on the
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Custodian books shall be that of a U. S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian
may open and operate an additional account,(s)in such other banks
or trust companies as may he designated by the Fund in such
instructions (any such bank or trust company so designated by the
Fund being referred to hereafter as a "Banking Institution"),
provided that such account(s) shall be in the name of the
Custodian for account of the Fund and subject only to the
Custodian's draft or order. Such accounts may to opened with
Banking Institutions in the United States and in other countries
and may be denominated in either U. S. Dollars or other
currencies as the Fund may determine. All such deposits shall be
deemed to be portfolio securities of the Fund and accordingly the
responsibility of the Custodian therefore shall be the same as
and no greater than the Custodian's responsibility in respect of
other portfolio securities of the Fund.
L. Interest Bearing Call or Time Deposits - To place
interest bearing fixed term and call deposits with such banks and
in such amounts as the Fund may authorize pursuant to proper
instructions. Such deposits may be placed with the Custodian or
with Custodians or other Banking Institutions as the Fund may
determine. Deposit may be denominated in U. S. dollars or other
currencies and need not be evidenced by the issuance or delivery
of a certificate to the Custodian, provided that the Custodian
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shall include in its records with respect to the assets of the
Fund, appropriate notation as to the amount and currency of each
such deposit, the accepting Banking Institution, and other
appropriate details. Such deposits, other than those place with
the Custodian, shall be deemed portfolio securities of the Fund
and the responsibilities of the Custodian therefor shall be the
same as those for demand deposit batik accounts placed with other
banks, as described in Section K of this agreement. The
responsibility of the Custodian for such deposits accepted on the
Custodian's books shall be that of a U. S. bank for a similar
M. Foreign Exchange Transactions - Pursuant to proper
instructions, to enter into foreign exchange contracts or options
to purchase and sell foreign currencies for spot and future
delivery on behalf and for the account of the Fund. Such
transactions may be undertaken by the Custodian with such Banking
Institutions, including the Custodian and Subcustodian(s) as
principals, as approved and authorized by the Fund. Foreign
exchange contracts and options other than those executed with the
Custodian, shall be deemed to be portfolio securities of the Fund
and responsibilities of the Custodian therefore shall be the
same as those for demand deposit bank accounts placed with other
banks as described in Section K of this agreement.
N. Stock Loans - Upon receipt of proper instructions, to
deliver securities of the Fund, in connection with loans of
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securities by the Fund, to the borrower thereof prior to receipt
of the collateral, if any, for such borrowing.
0. Collections - To collect, receive and deposit in said
account or accounts all income and other payments with respect to
the securities held thereunder, and to execute ownership and other
certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments
with respect to securities of the Fund or in connection with
transfer of securities, and pursuant to proper instructions to
take such other actions with respect to collection or receipt of
funds or transfer of securities which involve an investment
decision.
P. Dividends, Distributions and Redemption - Upon receipt
of proper instructions from the Fund, or upon receipt of
instructions from the Fund's shareholder servicing agent or agent
with comparable duties (the "shareholder Servicing Agent")
by such person or persons and in such manner on behalf of the
Shareholder Servicing Agent as the Fund shall have authorize),
the Custodian shall release funds or securities to the
Shareholder Servicing Agent or otherwise apply funds or
securities, insofar as available, for the payment of dividends or
other distributions to Fund shareholders. Upon receipt of instructions
from instructions from Fund, or upon receipt of instructions from
the Shareholder Servicing Agent (given by such person or persons
and in such manner on behalf of the Shareholder Servicing Agent
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as the Fund shall have authorized), the Custodian shall release
funds or securities, insofar as available, to the Shareholder
Servicing Agent or as such Agent shall otherwise instruct for
payment to Fund shareholders who have delivered to such Agent a
request for repurchase or redemption of their shares of capital
stock of the Fund.
Q. Proxies, Notices, Etc. - Promptly to deliver or mail to
the Fund all forms of proxies and all notices of meetings and any
other notices or announcements affecting or relating to
securities owned by the Fund that are received by the Custodian,
and yon receipt of proper instructions, to execute and deliver
or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor is
nominee shall vote upon any of such securities or execute any
proxy to vote thereon or give any consent or take any other
action with respect thereto(expect as otherwise herein provided)
unless ordered to do so by proper instructions.
R. Bills - Upon receipt or proper instructions, to pay or
cause to be paid, insofar as funds are available for the purpose,
bills, statements, or other obligations of the Fund.
S. Non discretionary Details - Without the necessity of
express authorization from the Fund, (1) to attend to all
non discretionary details connection with the sale, exchange,
substitution, purchase, transfer or other dealings with
securities, funds or other property of the Fund held by the
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Custodian except as otherwise directed from time to time by the
directors of the Fund and (2) to make payments to itself or
others for minor expenses of handling securities or other similar
items relating to the Custodian's duties under this Agreement,
provided that all such payments shall be accounted for to the
Fund.
T. Deposit of Fund Assets in Securities System. - The
Custodian may deposit and/or maintain securities owned by the
Fund in (i) The Depository Trust Company, (ii) any book-entry
system as provided in Subpart O of Treasury Circular Xx. 000, 00
XXX 000, Xxxxxxx X of 31 CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of
Subpart C. or (iii) any other domestic clearing agency registered
with the Securities and Exchange Commission under Section 17A of
the Securities Exchange Act of 1934 which acts as a securities
depository and whose use the Fund has previously approved in
writing (each of the foregoing being referred to in this
Agreement as a "Securities System"). Utilization of a Securities
System shall be in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provision:
The Custodian may deposit and/or maintain Fund Securities, either
directly or through one or more Agents appointed by the Custodian
(provided that any such agent shall be qualified to act as a
custodian of the Fund pursuant to the Investment Company Act of
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1940 and the rules and regulations thereunder), in a Securities
System provided that such securities are represented in an account
"Account") of the Custodian or such Agent in the securities System
which shall not include any assets of the Custodian or Agent other
than assets held as a fiduciary, custodian, or otherwise for
customers:
2) The records of the Custodian with respect to securities of
the fund which are maintained in a Securities System shall identify
by book-entry those securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the Fund. The
Custodian shall Transfer securities sold for the account of the
Fund upon (i) receipt of advice form the Securities System that
payment for such securities has been transferred tot he Account,
and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund.
Copies of all advises form the Securities System of transfers of
securities for the account of the Fund shall identify the Fund, be
maintained for the Fund b y the Custodian or an Agent as referred to
above, and be provided to the Fund at its request. The Custodian
shall furnish the Fund confirmation of each transfer to or from the
account of the Fund in the form of a written advice or notice and
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shall furnish to the Fund copies of daily transaction sheets
reflecting each day's transactions in the Securities System for the
accounts of the Fund on the next business day;
4)The Custodian shall provide the Fund with any report
obtained by the Custodian or any Agent as referred to above on the
Securities System's accounting system, internal accounting control
and procedures for safeguarding securities deposited in the
Securities System; and the Custodian and such Agents shall send to
the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will
terminate the use of any such Securities System on behalf of the
Fund as promptly as practicable.
U. Other Transfer - To deliver securities, funds and other
property of the Fund to a Subcustodian or another custodian of the
Fund; and, upon receipt of proper instructions, to make such other
disposition of securities, funds or other property of the Fund in a
manner other than or for purposes other than as enumerated
elsewhere in this Agreement, provided that the instructions
relating to such disposition shall include a statement of the
purpose for which the delivery is to be made, the amount of
securities to be delivered and the name of the person or persons to
whom delivery is to be made.
V. Investment Limitations - In performing its duties
generally, and more particularly in connection with the purchase,
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sale and exchange of securities made by or for the Fund, the
Custodian may assume unless and until notified in writing to the
contrary that proper instructions received by it are not in
conflict with or in any way contrary to any provisions of the
Fund's Certificate of Incorporation or By-Laws (or comparable
documents) or votes or proceedings of the shareholders or Directors
of the Fund. The Custodian shall in no event be liable to the Fund
and shall be indemnified by the Fund for any violation of any
investment limitations to which the Fund is subject or other
limitations with respect to the Fund's powers to make expenditures,
encumber securities, borrow or take similar actions affecting its
portfolio.
W. Proper Instructions - Proper instructions shall mean a tested
telex from the Fund or a written request, direction,
instruction or certification signed or initialed on behalf of the
Fund by one or more person or persons as the Board of Directors of
the Fund shall have from time to time authorized, provided,
however, that no such instructions directing the delivery of
securities or the payment of funds to an authorized signatory of
the Fund shall be signed by such person. Those persons authorized
to give proper instructions may be identified by the Board of
Directors by name, title or position and will include at least one
officer empowered by the Board to name other individuals who are
authorized to give proper instructions on behalf of the Fund.
Telephone or other oral instructions given by any one of the above
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persons will be considered proper instructions if the Custodian
reasonably believes them to have been given by a person authorized
to given such instructions with respect to the transaction involved
oral instructions will be confirmed by tested telex or in writing
in the manner set forth above but the lack of such confirmation
shall in no way affect any action taken by the Custodian in
reliance upon such oral instructions. The Fund authorizes the
Custodian to tape record any and, all telephonic or other oral
instructions given to the Custodian by or on behalf of the Fund
(including any of its officers, Directors, employees or agents) and
will deliver to the Custodian a similar authorization from any
investment Manager or adviser or person or entity with similar
responsibilities which is authorized to give proper instructions on
behalf of the Fund to the Custodian. Proper instructions may
related to specific transactions or to types or classes of
Transactions, and may be in the form of standing instructions.
Proper instructions may include communications effected
directly between electromechanical or electronic devices or
systems, in addition to tested telex, provided that the Fund and
the Custodian agree to the use of such device or system.
3. Securities, funds and other property of the Fund may be
hold by subcustodians appointed pursuant to the provisions of this
Section 3 (a "Subcustodian"). The Custodian may, at any time and
from time to time, appoint any bank or trust company (meeting the
requirements of a custodian or a foreign custodian under the
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Investment Company Act of 1940 and the rules and regulations
thereunder) to act as a Subcustodian for the Fund, provided that
the Fund shall have approved in writing (1) any such bank or trust,
company and the subcustodian agreement to be entered into between
such bank or trust company and the custodian, and (2) the
subcustodian's offices or branches at which the Subcustodian is
authorized to hold securities, cash and other property of the Fund.
Upon such approval by the Fund, the Custodian is authorized on
behalf of the Fund to notify each Subcustodian of its appointment
as such. The Custodian may, at any time in its discretion, remove
any bank or trust company that has been appointed as a
Subcustodian.
Those Subcustodians, their offices or branches which the Fund
has approve to date are set forth on Appendix A hereto. Such
Appendix shall be amended from time to time as Subcustodians,
branches or offices are changed, added or deleted. The Fund shall
be responsible for informing the Custodian sufficiently in advance
of a proposed investment which is to be held at a location not
listed on Appendix A, in order that there shall be sufficient time
for the Fund to give the approval required by the preceding
paragraph and for the Custodian to put the appropriate arrangements
in place with such Subcustodian pursuant to such subcustodian
agreements.
If the Fund shall have invested in a security to be held in a
location before the foregoing procedures have been completed, such
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security shall be held by such agent as the Custodian may appoint.
in any event, the Custodian shall be liable to the Fund for the
actions of such agent if and only to the extent the Custodian shall
have recovered from such agent for any damages caused the Fund by
With respect to the securities and funds held by a
Subcustodian, either directly or indirectly, including demand and
interest bearing deposits, currencies or other deposits and foreign
exchange contracts as referred to in Sections 2K, 2L, or 2X, the
Custodian shall be liable to the Fund if and only to the extent
that such Subcustodian is liable to the Custodian and the Custodian
recovers under the applicable subcustodian agreement. The
Custodian shall nevertheless be liable to the Fund for its own
negligence in transmitting any instructions received by it from the
Fund and for its own negligence in connection with the delivery of
any securities or funds held by it to any such Subcustodian.
In the event that any Subcustodian appointed pursuant to the
provisions of this Section 3 fails to perform any of its
obligations under the terms and conditions of the applicable
subcustodian agreement, the Custodian shall use its best efforts to
cause such Subcustodian to perform such obligations. In the event
that the Custodian is unable to cause such Subcustodian shall forthwith
fully its obligation thereunder, the Custodian shall forthwith
upon the Fund's request terminate such Subcustodian and, if
necessary or desirable, appoint another subcustodian in accordance
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with the provisions of this Section 3. At the election of the
Fund, it shall have the right to enforce, to the extent permitted
by the subcustodian agreement and applicable law, the Custodian's
rights against any such subcustodian for loss or damage caused the
Fund by such Subcustodian.
At the written request of the Fund, the Custodian will
terminate any subcustodian appointed pursuant to the provisions of
this section 3 in accordance with the termination provisions under
the applicable subcustodian agreement. The Custodian will not
amend any subcustodian agreement or agree to change or permit any
change thereunder except upon the prior written approval of the
Fund.
In the event the Custodian makes any payment to a Subcustodian
under the indemnification provisions of any subcustodian agreement
no more than thirty days after written notice, to Fund of the
Custodian's intention to make such payment, the Fund will reimburse
the Custodian the amount of such payment except in respect of any
negligence or misconduct of the Custodian.
4. The custodian may assist generally in the preparation of
reports to Fund shareholders and others, audits of accounts, and
other ministerial matters of like nature.
5. The Fund hereby also appoints the Custodian as its
financial agent. With respect to the appointment as financial
agent, the Custodian shall have and perform the following powers
and duties:
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A. Records - To create maintain and retain such records
relating to its activities and obligations under this Agreement as
are required under the Investment Company Act of 1940 and the rules
and regulation thereunder (including Section 31 thereof and Rules
31a-1 and 31a-2 thereunder) and under applicable Federal and State
tax laws. All such records will be the property of the Fund and in
he event of termination of this Agreement shall be delivered to
he successor custodian.
B. Accounts - To keep books of account and render statements,
including interim monthly and complete quarterly financial
Statements, or copies thereof, from time to time as reasonably
requested by proper instructions.
C. Access to Records - Subject to security requirements of
the Custodian applicable to its own employees having access to
similar records within the Custodian and such regulations as may be
reasonably imposed by the Custodian, the books and records
maintained by the Custodian pursuant to Sections 5A and 5B shall be
open to inspection and audit at reasonable times by officers of,
attorneys for, and auditors employed by, the Fund.
D. Disbursements - Upon receipt of proper instructions, to
pay or cause to be paid, insofar as funds are available for the
purpose, bills, statements and other obligation of the Fund
(including but not limited to interest charges, taxes, management
fees, compensation to Fund officers and employees, and other
operating expenses of the Fund).
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6 A. The Custodian shall not be liable for any action taken
or omitted in reliance upon proper instructions believed by it to
be genuine or upon any other written notion, request, direction,
instruction, certificate or other instrument believed by it to be
genuine and signed by the proper party or parties.
The Secretary or Assistant Secretary of the Fund still certify
to the Custodian the names, signatures and scope of authority of
a11 persons authorized to give proper instructions or any other
such notice, request ,direction, instruction, certificate or
instrument on behalf of the Fund, the names and signatures of the
officers of the Fund, the name and address of the Shareholder
Servicing Agent, and any resolutions, votes, instructions or
directions of Funds Board of Directors or shareholders. Such
certificates may be accepted and relied upon by the Custodian as
conclusive evidence of the facts set forth therein and may be
considered in full force and effect until receipt of a similar
certificate to the contrary.
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of title
thereto received by it or delivered by it pursuant to this
Agreement.
The Custodian shall be entitled, at the expense of the Fund,
to receive and act upon advice of counsel (who may be counsel for
Fund)on all matters, and the Custodian shall be without
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liability for any action reasonably taken or omitted pursuant to
such advice.
B. With respect to the portfolio securities, cash and other
property of the Fund held by a Securities System, the Custodian
shall be liable to the Fund only for any loss or damage to the Fund
resulting from use of the Securities System if caused by any
negligence, misfeasance or misconduct of the Custodian or any of
its agents or of any of its or their employees or from any failure
of the Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System.
C. Except as may otherwise be set forth in this Agreement
with respect to particular matters, the Custodian shall be held
only to the exercise of reasonable care and diligence in carrying
out the provisions of this Agreement, provided that the Custodian
shall not thereby be required to take any action which is in
contravention of any applicable law. The Fund agrees to indemnify
and hold harmless the Custodian and its nominees from all claims
and liabilities (including counsel fees) incurred or assessed
against it or its nominees in connection with the performance of
this Agreement, except such as may arise from its or its nominee's
breach of the relevant standard of conduct set forth in this
Agreement. Without limiting the foregoing indemnification
obligation of the Fund, the Fund agrees to indemnify the Custodian
and its nominees against any liability the Custodian or such
nominees may incur by reason of taxes assessed to the Custodian or
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such nominee or other costs, liability or expense incurred by the
custodian or such nominee resulting directly or indirectly from the
fact that portfolio securities or other property of the Fund is
registered in the name of the Custodian or such nominee.
It is also understood that the Custodian shall not be liable
for any loss involving any securities, currencies, deposits or
other property of the Fund,, whether maintained by it, a
Subcustodian, an agent of the Custodian or a Subcustodian, a
Securities System, or a Banking Institution, or a loss arising from
a foreign currency transaction or contract, resulting from
Sovereign Risk. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of
currency restrictions, exchange controls, taxes, levies or other
charges affecting the Funds property; or acts of war, terrorism,
insurrection or revolution; or any other similar act or event
beyond the Custodian's control.
D. The Custodian shall be entitled to receive reimbursement
from the Fund on demand, in the manner provided in Section 7, for
its cash disbursements, expenses and charges including the fees
and expenses of Subcustodian or any Agent) in connection with
this Agreement, but excluding salaries and usual overhead expenses.
E. The Custodian may at any time or times in its discretion
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appoint (any may at any time remove) any other bank or trust
company as its agent (an "Agent") to carry out such of the
provisions of this Agreement as the Custodian may from time to time
direct, provided, however, that the appointment of such Agent
(other than an Agent appointed pursuant to the third paragraph of
Section 3) shall not relieve the Custodian of any of its
responsibilities under this agreement.
F. Upon request, the Fund shall deliver to the Custodian such
proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the
performance by the Custodian or any Subcustodian of their
respective obligations under this Agreement or any applicable
subcustodian agreement.
7. The Fund shall pay the Custodian a custody fee based on
such fee schedule as may from time to title be agreed upon in
writing by talk Custodian and the Fund. Such fee, together with all
amounts for which the Custodian is to be reimbursed in accordance
with Section 6D, shall be billed to the Fund in such a manner as to
permit payment either by a direct cash payment to the Custodian or
by placing Fund portfolio transactions with the Custodian resulting
in an agreed-upon amount of commissions being paid to the Custodian
within an agreed-upon period of time.
8. This Agreement shall continue in full force and effect
until terminated by either party by an instrument in writing
delivered or mailed, postage prepaid, to the other party, such
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termination to take effect not sooner than seventy five (75) days
after the date of such delivery or mailing in the event of
termination the Custodian shall be entitled to receive prior to
delivery of the securities, funds and other property held by it all
accrued fees and unreimbursed expenses the payment of which is
contemplated by Sections 6D and 7, upon receipt by the Fund of a
statement setting forth such fees and expenses.
In the event or the appointment of a successor custodian it
is agreed that the funs and securities owned by the Fund and held
by the Custodian or any Subcustodian shall be delivered to the
successor custodian, and the Custodian agrees to cooperate with the
Fund in execution of documents and performance of other actions
necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
9. This Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the subject matter
hereof. No provision of this Agreement may be a amended or
terminated except by a statement in writing signed by time party
against which enforcement of the amendment or termination is
sought.
In connection with the operation of this Agreement, the
Custodian and the Fund may agree in writing from time to time on
such provisions interpretative of or in addition to the provisions
of this Agreement as may in their joint opinion be consistent with
the general tenor of this Agreement. No interpretative or
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additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Agreement.
10. This instrument is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and
construed according to the laws of said Commonwealth.
11. Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund at Xxxxxxx Xxxxx Assets
Management, Inc., 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, Attention: Xx. Xxxxxx X. Xxxxxxx, Senior Vice
President/Treasurer, or to such other address as the Fund may have
designated to the Custodian in writing, or to the Custodian at 00
Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Manager,
Securities Department, or to such other address as the Custodian
may have designated to the Fund in writing, shall be deemed to have
been properly delivered or given thereunder to the respective
addressee.
12. This Agreement shall be binding on and shall insure to the
benefit of the Fund and the Custodian and their respective
successor and assigns, provided that neither party hereto may
assign this Agreement or any of its rights or obligations thereunder
without the prior written consent of the other party.
13. This Agreement may be executed in any number of
Counterparts, each of which shall be deemed an original. This
Agreement shall become effective when one or more counterparts have
been signed and delivered by each of the parties.
- 24 -
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IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be executed in its name and behalf on the day and year
first above write.
XXXXXXX XXXXX EUROFUND XXXXX BROTHERS XXXXXXXX & CO.
BY PER PRO
-------------------------- -----------------------
26
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
AUSTRIA XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS NONE
BELGIUM XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS C. 1. K.
DENMARK XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS NONE
FINLAND XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS NONE
FRANCE XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, PARIS SICOVAM
GERMANY XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, FRANKFURT KASSENVEREIN
ITALY BANCA COMMERCIALE ITALIANA SUBCUSTODIAN FOR
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS NONE
NETHERLANDS XXXXXX BANK NEDERLAND NECIGEF
NORWAY XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS NONE
SPAIN BANCO DE SANTANDER, SUBCUSTODIAN FOR
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS NONE
SWEDEN XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS EUROCLEAR
SWITZERLAND XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, ZURICH SEGA
UNITED KINGDOM XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, LONDON TALISMAN
TRANSNATIONAL OPERATED BY XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, EUROCLEAR
BRUSSELS
APPROVED:
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