EXHIBIT 99(j)(2)
AMENDMENT dated September 30, 1996 to the September 30, 1996 custody
agreement ("Agreement"), between XXXXXX XXXXXXX RUSSIA & NEW EUROPE FUND, INC.
("Customer"), having a place of business at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, X.X. 00000 and THE CHASE MANHATTAN BANK ("Bank"), having a place of
business at 000 Xxxx Xxx., Xxx Xxxx, X.X. 00000-0000.
It is hereby agreed as follows:
Section 1. Except as modified hereby, the Agreement is confirmed in all
respects. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement.
Section 2. The Agreement is amended as follows by adding the following
as new ss.15:
(a) "CMBI" shall mean Chase Manhattan Bank International, an
indirect wholly-owned subsidiary of Bank, located in Moscow, Russia, and any
nominee companies appointed by it.
(b) "International Financial Institution" shall mean any bank in
the top 1,000 (together with their affiliated companies) as measured by "Tier 1"
capital or any broker/dealer in the top 100 as measured by capital.
(c) "Negligence" shall mean the failure to exercise "Reasonable
Care".
(d) "No-Action Letter" shall mean the response of the Securities
and Exchange Commission's Office of Chief Counsel of Investment Management,
dated April 18, 1995, in respect of the Xxxxxxxxx Russia Fund, Inc. (SEC Ref.
No. 95-151-CC, File No. 811-8788) providing "no-action" relief under ss.17(f) of
The Investment Company Act of 1940, as amended, and SEC Rule 17f-5 thereunder,
in connection with custody of such Xxxxxxxxx Russia Fund, Inc.'s investments in
Russian Securities.
(e) "Reasonable Care" shall mean the use of reasonable custodial
practices under the applicable circumstances as measured by the custodial
practices then prevailing in Russia of International Financial Institutions
acting as custodians for their institutional investor clients in Russia.
(f) "Registrar Company" shall mean any entity providing share
registration services to an issuer of Russian Securities.
(g) "Registrar Contract" shall mean a contract between CMBI and
a Registrar Company (and as the same may be amended from time to time)
containing, inter alia, the contractual provisions described at paragraphs
(a)-(e) on pps. 5-6 of the No-Action Letter.
(h) "Russian Security" shall mean a Security issued by a Russian
issuer.
(i) "Share Extract" shall mean: (i) an extract of its share
registration books issued by a Registrar Company indicating an investor's
ownership of a security; and (ii) a form prepared by CMBI or its agent in those
cases where a Registrar Company is unwilling to issue a Share Extract.
Section 3. Section 6(a) of the Agreement is amended by adding the
following at the end there-of: "With respect to Russia, payment for Russian
Securities shall not be made prior to the issuance and receipt of the Share
Extract relating to such Russian Security. Delivery of Russian Securities may be
made in accordance with the customary or established securities trading or
securities processing practices and procedures in Russia. Delivery of Russian
Securities may also be made in any manner specifically
required by Instructions acceptable to the Bank. Customer shall promptly supply
such transaction and settlement information as may be requested by Bank or CMBI
in connection with particular transactions."
Section 4. Section 8 of the Agreement is amended by adding a new
paragraph to the end thereof as follows: "It is understood and agreed that Bank
need only use its reasonable efforts with respect to performing the functions
described in this ss.8 with respect to Russian Securities, it being understood
that proxy voting services are not available."
Section 5. Section 12(a)(i) of the Agreement is amended with respect to
Russian custody by deleting the phrase "reasonable care" wherever it appears and
substituting, in lieu thereof, the phrase "Reasonable Care".
Section 6. Section 12(a)(i) of the Agreement is further amended with
respect to Russian custody by inserting the following at the end of the first
sentence thereof: "; provided that, with respect to Russian Securities, Bank's
responsibilities shall be limited to safekeeping of relevant Share Extracts."
Section 7. Section 12(a)(i) of the Agreement is further amended with
respect to Russian custody by inserting the following after the second sentence
thereof: "Delegation by Bank to CMBI shall not relieve Bank of any
responsibility to Customer for any loss due to such delegation, and Bank shall
be liable for any loss or claim arising out of or in connection with the
performance by CMBI of such delegated duties to the same extent as if Bank had
itself provided the custody services hereunder. In connection with the
foregoing, neither Bank nor CMBI shall assume responsibility for, and neither
shall be liable for, any action or inaction of any Registrar Company and no
Registrar Company shall be, or shall be deemed to be, Bank, CMBI, a
Subcustodian, a securities depository or the employee, agent or personnel of any
of the foregoing. To the extent that CMBI employs agents to perform any of the
functions to be performed by Bank or CMBI with respect to Russian Securities,
neither Bank nor CMBI shall be responsible for any act, omission, default or for
the solvency of any such agent unless the appointment of such agent was made
with Negligence or in bad faith, except that where Bank or CMBI uses (i) an
affiliated nominee or (ii) an agent to perform the share registration or share
confirmation functions described in paragraphs (a)-(e) on pps. 5-6 of the
No-Action Letter, and, to the extent applicable to CMBI, the share registration
functions described on pps. 2-3 of the No-Action Letter, Bank and CMBI shall be
liable to Customer as if CMBI were responsible for performing such services
itself."
Section 8. Section 12(a)(ii) is amended with respect to Russian custody
by deleting the word "negligently" and substituting, in lieu thereof, the word
"Negligently".
Section 9. Section 12(a)(iii) is amended with respect to Russian
custody by deleting the word "negligence" and substituting, in lieu thereof, the
word "Negligence".
Section 10. Add a new Section 16 to the Agreement as follows:
(a) Bank will advise Customer (and will update such advice from
time to time as changes occur) of those Registrar Companies with which CMBI has
entered into a Registrar Contract. Bank shall cause CMBI both to monitor each
Registrar Company and to promptly advise Customer and its investment advisor
when CMBI has actual knowledge of the occurrence of any one or more of the
events described in paragraphs (i)-(v) on pps. 8-9 of the No-Action Letter with
respect to a Registrar Company that serves in that capacity for any issuer the
shares of which are held by Customer.
(b) Where Customer is considering investing in the Russian
Securities of an issuer as to which CMBI does not have a Registrar Contract with
the issuer's Registrar Company, Customer may request that Bank ask that CMBI
both consider whether it would be willing to attempt to enter into such a
Registrar Contract and to advise Customer of its willingness to do so. Where
CMBI has agreed to make such an attempt, Bank will advise Customer of the
occurrence of any one or more of the events described in paragraphs (i)-(iv) on
pps. 8-9 of the No-Action Letter of which CMBI has actual knowledge.
(c) Where Customer is considering investing in the Russian
Securities of an issuer as to which CMBI has a Registrar Contract with the
issuer's Registrar Company, Customer may advise Bank of its interest in
investing in such issuer and, in such event, Bank will advise Customer of the
occurrence of any one or more of the events described in paragraphs (i)-(v) on
pps. 8-9 of the No-Action Letter of which CMBI has actual knowledge."
Section 11. Add a new Section 17 to the Agreement as follows: "Customer
shall pay for and hold Bank and CMBI harmless from any liability or loss
resulting from the imposition or assessment of any taxes (including, but not
limited to, state, stamp and other duties) or other governmental charges, and
any related expenses incurred by Bank, CMBI or their respective agents with
respect to income on Customer's Russian Securities.
Section 12. Add a new Section 18 to the Agreement as follows: "Customer
acknowledges and agrees that CMBI may not be able, in given cases and despite
its reasonable efforts, to obtain a Share Extract from a Registrar Company and
CMBI shall not be liable in any such event including with respect to any losses
resulting from such failure, provided that CMBI performs in accordance with
Section 2 hereof."
Section 13. Add a new Section 19 to the Agreement as follows: "Customer
acknowledges that it has received, reviewed and understands Bank's market report
for Russia, including, but not limited to, the risks described therein."
Section 14. Add a new Section 20 to the Agreement as follows: "Subject
to the cooperation of a Registrar Company, for at least the first two years
following CMBI's first use of a Registrar Company, Bank shall cause CMBI to
conduct share confirmations on at least a quarterly basis, although thereafter
confirmations may be conducted on a less frequent basis if Customer's Board of
Directors, in consultation with CMBI, determines it to be appropriate."
Section 15. Add a new Section 21 to the Agreement as follows: "Bank
shall cause CMBI to prepare for distribution to Customer's Board of Directors a
quarterly report identifying: (i) any concerns it has regarding the Russian
share registration system that should be brought to the attention of the Board
of Directors; and (ii) the steps CMBI has taken during the reporting period to
ensure that Customer's interests continue to be appropriately recorded."
Section 16. Add a new Section 22 to the Agreement as follows: "Except as
provided in new ss.16(b), the services to be provided by Bank hereunder will be
provided only in relation to Russian Securities for which CMBI has entered into
a Registrar Contract with the relevant Registrar Company."
*********************
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
XXXXXX XXXXXXX RUSSIA & NEW THE CHASE MANHATTAN BANK
EUROPE FUND, INC.
By: /s/ By: /s/
---------------------------- ----------------------------
Name: Name:
Title: Title:
Date: Date:
ATTACHMENT B
FEES AND EXPENSES
Xxxxxx Xxxxxxx Institutional Fund Trust
Xxxxxx Xxxxxxx Institutional Fund, Inc.
The Universal Institutional Funds, Inc.
Xxxxxx Xxxxxxx Strategic Adviser Fund, Inc.
The Latin American Discovery Fund, Inc.
The Malaysia Fund, Inc.
Xxxxxx Xxxxxxx Asia-Pacific Fund, Inc.
Xxxxxx Xxxxxxx Emerging Markets Fund, Inc.
Xxxxxx Xxxxxxx India Investment Fund, Inc.
The Thai Fund, Inc.
The Turkish Investment Fund, Inc.
Xxxxxx Xxxxxxx Eastern Europe Fund, Inc.
Xxxxxx Xxxxxxx Emerging Markets Debt Fund, Inc.
Xxxxxx Xxxxxxx Global Opportunity Bond Fund, Inc.
Xxxxxx Xxxxxxx High Yield Fund, Inc.
Custody Fee Schedule (effective Oct 1, 2002)
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COUNTRY ASSET CHARGE TRANSACTION CHARGE
(BASIS POINT) (USD $)
--------------------------------------------------------------------------------
Argentina 25 83
Australia 4 38
Austria 8 50
Xxxxxxxxxx 00 000
Xxxxxxx 5 00
Xxxxxxx 00 00
Xxxxxxxx 00 00
Xxxxxx 15 58
Bulgaria 35 75
Canada 3.50 23
Xxxxx 00.00 00
Xxxxx (Xxxxxxxx) 25 70
Colombia 42.50 000
Xxxxxx 00 000
Xxxxx Xxxxxxxx 33.50 90
Xxxxxxx 0 00
Xxxxxxx 00 00
Xxxxx 40 75
Estonia 35 75
Euroclear 1.75 23
Euroclear (for SICAV 1.50 23
Liquidity Fund)
Euro CDs 1.75 23
--------------------------------------------------------------------------------
ATTACHMENT B
FEES AND EXPENSES
--------------------------------------------------------------------------------
COUNTRY ASSET CHARGE TRANSACTION CHARGE
(BASIS POINT) (USD $)
--------------------------------------------------------------------------------
Xxxxxxx 0 00
Xxxxxx 2.5 47
Germany 1.75 27
Xxxxx 00 00
Xxxxxx 00 00
Xxxx Xxxx 3 00
Xxxxxxx 00 000
Xxxxx (NSDL) 16 100
Xxxxx (Xxxxxxxx) 00 00
Xxxxx (HSBC) 35 45
Indonesia 10 75
Ireland 7 00
Xxxxxx 00 00
Xxxxx 4.25 50
Xxxxx Xxxxx 0 000
Xxxxxxx 00 00
Xxxxx 1.60 23
Jordan 45 150
Xxxxx 00 00
Xxxxx 00 00
Xxxxxxxx 7.50 00
Xxxxxxxxx 00 000
Xxxxxx 5.50 00
Xxxxxxx 00 000
Xxxxxxxxxxx 3 35
New Zealand 2 47
Nigeria 60 175
Xxxxxx 0 00
Xxxxxxxx 00 000
Xxxx 45 00
Xxxxxxxxxxx 00 00
Xxxxxx 37.50 00
Xxxxxxxx 00 00
Xxxxxx 00 00
Xxxxxxxxx 4 63
Xxxxxxxx 00 000
Xxxxxxxx 35 75
South Africa 4.50 30
Spain 6.50 50
Xxx Xxxxx 00 000
Xxxxxx 5 45
Switzerland 4 53
Xxxxxx 00 00
Xxxxxxxx 00 00
Xxxxxx 12.50 73
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ATTACHMENT B
FEES AND EXPENSES
--------------------------------------------------------------------------------
COUNTRY ASSET CHARGE TRANSACTION CHARGE
(BASIS POINT) (USD $)
--------------------------------------------------------------------------------
United Kingdom 1.50 25
United States* Tiered schedule 8
Uruguay 50 100
Xxxxxxxxx 00 000
Xxxxxx 60 80
Zimbabwe 60 70
--------------------------------------------------------------------------------
*See next page for U.S. asset charge tiering
ATTACHMENT B
FEES AND EXPENSES
*Asset charge for United States assets will be applied to the aggregate level of
Xxxxxx Xxxxxxx assets with JPMorgan per the following schedule:
--------------------------------------------------------------------------------
FROM: TO: ASSET CHARGE (BASIS POINT)
--------------------------------------------------------------------------------
$0 $15 billion 0.65
$15 billion $25 billion 0.40
Over $25 billion 0.15
--------------------------------------------------------------------------------
Miscellaneous Fees & Out of Pocket Expenses:
Cash Movements $8 for USD settlements
$15 for non USD settlements
Registration/Transfer fees, Stamp taxes/duties and any other out of pocket costs
will be recharged to the Funds at cost, where incurred by JPMorgan.
Earnings Credits:
Credits will be paid to the Funds at a rate based on the 90-Day Treasury xxxx
rate less 1% on daily positive balances. All interest is paid after a 10%
Federal Reserve requirement is deducted from the balances. The credits earned
are cumulative throughout JPMorgan Chase Bank's fiscal year. At the beginning of
the new fiscal year, earnings credit balances are reset to zero.
Overdraft Rates:
Overdraft charges paid by the Funds will be calculated using the Federal Funds
rate plus 2% on daily negative balances.
