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[CHASE LOGO]
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective May 25, 1999, and is between THE CHASE
MANHATTAN BANK ("Bank") and each of the series of Driehaus Mutual Funds listed
on Appendix 2 hereto, as the same may be amended from time to time (each a
"Customer").
1. CUSTOMER ACCOUNTS.
Bank, acting as "Securities Intermediary" (as defined in Section 15(g)
hereof) shall establish and maintain the following ("Accounts");
(a) a Custody Account (as defined in Section 15(b) hereof) in the
name of Customer for Financial Assets, which shall, except as modified by
Section 15(d) hereof, mean stocks, shares, bonds, debentures, notes, mortgages
or other obligations for the payment of money, bullion, coin and any
certificates, receipts, warrants or other instruments representing rights to
receive, purchase or subscribe for the same or evidencing or representing
any other rights or interests therein and other similar property whether
certificated or uncertificated as may be received by Bank or its Subcustodian
(as defined in Section 3 hereof) for the account of Customer, including as
an "Entitlement Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for any
and all cash in any currency received by Bank or its Subcustodian for the
account of Customer, which cash shall not be subject to withdrawal by draft or
check.
Customer warrants its authority to: 1) deposit the cash and Financial
Assets (collectively "Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11 hereof) concerning the Accounts. Bank may deliver
Financial Assets of the same class with identical rights and privileges in place
of those deposited in the Custody Account.
Upon written agreement between Bank and Customer, additional Accounts
may be established and separately accounted for as additional Accounts
hereunder.
2. MAINTENANCE OF FINANCIAL ASSETS AND CASH AT BANK AND SUBCUSTODIAN
LOCATIONS.
Unless Instructions specifically require another location acceptable to
Bank:
(a) Financial Assets shall be held in the country or other
jurisdiction in which the principal trading market for such Financial Assets is
located, where such Financial Assets are to be presented for payment or where
such Financial Assets are acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or non-
interest bearing accounts as may be available for the particular currency. To
the extent Instructions are issued and Bank can comply with such
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Instructions, Bank is authorized to maintain cash balances on deposit for
Customer with itself or one of its "Affiliates" at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as Customer may direct, if acceptable to Bank. For purposes
hereof, the term "Affiliate" shall mean an entity controlling, controlled by, or
under common control with, Bank.
If Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3
(or their securities depositories), such arrangement must be authorized by a
written agreement, signed by Bank and Customer.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets in the Accounts in
accounts which Bank has established with one or more of its branches or
Subcustodians. Bank and Subcustodians are authorized to hold any of the
Financial Assets in their account with any securities depository in which they
participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to Schedule
A. Upon request by Customer, Bank shall identify the name, address and principal
place of business of any Subcustodian of Customer's Assets and the name and
address of the governmental agency or other regulatory authority that supervises
or regulates such Subcustodian.
4. USE OF SUBCUSTODIAN.
(a) Bank shall identify the Assets on its books as belonging to
Customer.
(b) A Subcustodian shall hold such Assets together with assets
belonging to other customers of Bank in accounts identified on such
Subcustodian's books as custody accounts for the exclusive benefit of customers
of Bank. For purposes of clarity, it is understood that a failure to deliver
out Assets pursuant to Instructions, where such failure constituted a failure
to exercise reasonable care shall result in liability in accordance with the
terms of Section 12 hereof.
(c) Any Assets in the Accounts held by a Subcustodian shall be
subject only to the instructions of Bank or its agent. Any Financial Assets
held in a securities depository for the account of a Subcustodian shall be
subject only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for
holding Bank's customers' assets shall provide that such assets shall not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of such Subcustodian or its creditors except a claim of payment for their
safe custody or administration or, in the case of cash deposits, liens or rights
in favor of creditors of the Subcustodian arising under bankruptcy, insolvency
or similar laws, and that the beneficial ownership of such assets shall be
freely transferable without the payment of money or value other than for safe
custody or administration. Where Securities are deposited by a Subcustodian
with a securities depository, Bank shall cause the Subcustodian to identify on
its books as belonging to Bank, as agent, the Securities shown on the
Subcustodian's account on the books of such securities depository or as
otherwise may be required by such jurisdiction's laws and regulations. The
foregoing shall not apply to the extent of any special agreement or arrangement
made by Customer with any particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the Deposit
Account upon receipt of Instructions which include all information required by
Bank.
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(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, Bank, in its discretion, may
advance Customer such excess amount which shall be deemed a loan payable on
demand, bearing interest at the rate customarily charged by Bank on similar
loans.
(c) If Bank credits the Deposit Account on a payable date, or at
any time prior to actual collection and reconciliation to the Deposit Account,
with interest, dividends, redemptions or any other amount due, Customer shall
promptly return any such amount upon written notification: (i) that such amount
has not been received in the ordinary course of business or (ii) that such
amount was incorrectly credited. If Customer does not promptly return any amount
upon such notification, Bank shall be entitled, upon written notification to
Customer, to reverse such credit by debiting the Deposit Account for the amount
previously credited. Bank or its Subcustodian shall have no duty or obligation
to institute legal proceedings, file a claim or a proof of claim in any
insolvency proceeding or take any other action with respect to the collection
of such amount, but may act for Customer upon Instructions after consultation
with Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Financial Assets shall be transferred, exchanged or delivered
by Bank or its Subcustodian upon receipt by Bank of Instructions which include
all information required by Bank. Settlement and payment for Financial Assets
received for, and delivery of Financial Assets out of, the Custody Account may
be made in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivery of
Financial Assets to a purchaser, dealer or their agents against a receipt with
the expectation of receiving later payment and free delivery. If there is more
than one standard method of settling institutional securities trades in a given
market, and Instructions are consistent with one of such methods, Chase shall
settle in accordance with such Instructions. Delivery of Financial Assets out of
the Custody Account may also be made in any manner specifically required by
Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Financial Assets with respect to any
sale, exchange or purchase of Financial Assets. Otherwise, such transactions
shall be credited or debited to the Accounts on the date cash or Financial
Assets are actually received by Bank and reconciled to the Account, it being
understood that Bank shall act with reasonable promptness to so reconcile.
(i) Bank may reverse credits or debits made to the
Accounts in its discretion if the related transaction fails to
settle within a reasonable period, determined by Bank in its
discretion, after the contractual settlement date for the related
transaction.
(ii) If any Financial Assets delivered pursuant to this
Section 6 are returned by the recipient thereof, Bank may reverse
the credits and debits of the particular transaction at any time.
7. ACTIONS OF BANK.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank
shall:
(a) Present for payment any Financial Assets which are called,
redeemed or retired or otherwise become payable and all coupons and other income
items which call for payment upon presentation, to the extent that Bank or
Subcustodian is actually aware of such opportunities.
(b) Execute in the name of Customer such ownership and other
certificates as may be required to obtain payments in respect of Financial
Assets.
(c) Exchange interim receipts or temporary Financial Assets for
definitive Financial Assets.
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(d) Appoint brokers and agents for any transaction involving the
Financial Assets, including, without limitation, Affiliates of Bank or any
Subcustodian.
(e) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
Bank shall send Customer an advice or notifications of any transfers of
Assets to or from the Accounts. Such statements, advices or notifications shall
indicate the identity of the entity having custody of the Assets. Unless
Customer sends Bank a written exception or objection to any Bank statement
within ninety (90) days of receipt, Customer shall be deemed to have approved
such statement. In such event and absent manifest error, or where Customer has
otherwise approved any such statement, Bank shall, to the extent permitted by
law, be released, relieved and discharged with respect to all matters set forth
in such statement or reasonably implied therefrom.
All collections of funds or other property paid or distributed in
respect of Financial Assets in the Custody Account shall be made at the risk of
Customer. Provided that Bank (or the relevant Subcustodian) has not breached
its standard of care as set forth in Section 12 hereof, Bank shall have no
liability for any loss occasioned by delay in the actual receipt of notice by
Bank or by its Subcustodians of any payment, redemption or other transaction
regarding Financial Assets in the Custody Account in respect of which Bank has
agreed to take any action hereunder.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) Corporate Actions. Whenever Bank receives information concerning
the Financial Assets which requires discretionary action by the beneficial
owner of the Financial Assets (other than a proxy), such as subscription
rights, bonus issues, stock repurchase plans and rights offerings, or legal
notices or other material intended to be transmitted to securities holders
("Corporate Actions"), Bank shall give Customer prompt notice of such Corporate
Actions to the extent that Bank's central corporate actions department has
actual knowledge of a Corporate Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, Bank shall use reasonable endeavors to
obtain Instructions from Customer or its Authorized Person (as defined in
Section 10 hereof), but if Instructions are not received in time for Bank to
take timely action, or actual notice of such Corporate Action was received too
late to seek Instructions, Bank is authorized to sell such rights entitlement or
fractional interest and to credit the Deposit Account with the proceeds or take
any other action it deems, in good faith, to be appropriate in which case it
shall be held harmless for any such action.
(b) Proxy Voting. Bank shall provide proxy voting services, if
elected by Customer, in accordance with the terms of the proxy voting services
rider hereto. Proxy voting services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may be Affiliates
of Bank).
(c) Tax Reclaims.
(i) Subject to the provisions hereof, Bank shall apply for a
reduction of withholding tax and any refund of any tax paid or tax
credits which apply in each applicable market in respect of income
payments on Financial Assets for Customer's benefit which Bank
believes may be available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon
Bank's receiving from Customer or, to the extent the Financial Assets
are beneficially owned by others, from each beneficial owner, A) a
declaration of the beneficial owner's identity and place of residence
and (B) certain other documentation (pro forma copies of which are
available from
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Bank). Bank shall provide Customer with necessary documentation in a
timely manner so as to enable Customer to use Bank's tax reclaim
services. Customer acknowledges that, if Bank does not receive such
declarations, documentation and information, Bank shall be unable to
provide tax reclaim services.
(iii) Bank shall not be liable to Customer or any third part for any
taxes, fines or penalties payable by Bank or Customer, and shall be
indemnified accordingly, whether these result from the inaccurate
completion of documents by Customer or any third party (other than
Bank or an Affiliate of Bank), or as a result of the provision to Bank
or any third party of inaccurate or misleading information or the
withholding of material information by Customer or any other third
party (other than Bank or an Affiliate of Bank), or as a result of any
delay of any revenue authority or any other matter beyond Bank's
control.
(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified
to Customer from time to time and Bank may, by notification in
writing, at Bank's absolute discretion, supplement or amend the
markets in which tax reclaim services are offered. Other than as
expressly provided in this subclause, Bank shall have no
responsibility with regard to Customer's tax position or status in any
jurisdiction.
(v) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental
body in relation to Customer or the securities and/or cash held for
Customer. Bank shall advise Customer of such requests where it is
permissible to do so in Bank's reasonable judgement.
(vi) Tax reclaim services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may be
Bank's affiliates); provided that Bank shall be liable for the
performance of any such third party to the same extent as Bank would
have been if Bank had performed such services.
(d) Tax Obligations
(i) Customer confirms that Bank is authorized to, and shall, deduct
from any cash received or credited to the Deposit Account any taxes or
levies required by any revenue or governmental authority for whatever
reason in respect of the Custody Account.
(ii) If Bank does not receive appropriate declarations, documentation
and information that additional United Kingdom taxation shall be
deducted from all income received in respect of the Financial Assets
issued outside the United Kingdom and any applicable United States
withholding tax shall be deducted from income received from the
Financial Assets. Customer shall provide to Bank such documentation and
information as Bank may require in connection with taxation, and
warrants that, when given, this information shall be true and correct
in every respect, not misleading in any way, and contain all material
information. Customer undertakes to notify Bank immediately if any such
information requires updating or amendment. Bank shall promptly notify
Customer of any information required by this subsection or any change
thereto.
(iii) Customer shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and Customer
agrees to pay, indemnify and hold Bank harmless from and against any
and all liabilities, penalties, interest or additions to tax with
respect to or resulting from any delay in, or failure by, Bank (1) to
pay, withhold or report any U.S. federal, state or local taxes or
foreign taxes imposed on, or (2) to report interest, dividend or other
income paid or credited to, the Deposit Account, whether such failure
or
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delay by Bank to pay, withhold or report tax or income is the result of
(x) Customer's failure to comply with the terms of this paragraph, or
(y) Bank's own acts or omissions; provided however, Customer shall not
be liable to Bank for any penalty or additions to tax due as a result
of Bank's failure to pay, withhold or report tax or to report
interest, dividend or other income paid or credited to the Deposit
Account to the extent such failure was the result of Bank's negligent
acts or omissions.
9. NOMINEES.
Financial Assets which are ordinarily held in registered form may be
registered in a nominee name of Bank, Subcustodian or securities depository, as
the case may be. Bank may without notice to Customer cause any such Financial
Assets to cease to be registered in the name of any such nominee and to be
registered in the name of Customer. In the event that any Financial Assets
registered in a nominee name are called for partial redemption by the issuer,
Bank may allot the called portion to the respective beneficial holders of such
class of security in any manner Bank deems to be fair and equitable. Customer
shall hold Bank, Subcustodians, and their respective nominees harmless from any
liability arising directly or indirectly from their status as a mere record
holder of Financial Assets in the Custody Account.
10. AUTHORIZED PERSONS.
As used herein, the term "Authorized Person" means employees or agents
including investment managers as have been designated by written notice from
Customer or its designated agent to act on behalf of Customer hereunder. Such
persons shall continue to be Authorized Persons until such time as Bank receives
Instructions from Customer or its designated agent that any such employee or
agent is no longer an Authorized Person.
11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized Person
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank which Bank believes in good faith to have been given by
Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Bank may specify. Unless
otherwise expressly provided, all Instructions shall continue in full force
and effect until canceled or superseded. The term "Instructions" includes,
without limitation, instructions to sell, assign, transfer, deliver, purchase
or receive for the Custody Account, any and all stock, bonds and other
Financial Assets or to transfer funds in the Deposit Account.)
Any Instructions delivered to Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but Customer shall hold Bank
harmless for the failure of an Authorized Person to send such confirmation in
writing, the failure of such confirmation to conform to the telephone
instructions received. Either party may electronically record any Instructions
given by telephone, and any other telephone discussions with respect to the
Custody Account. Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which Bank shall make available
to Customer or its Authorized Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) Bank shall be responsible for the performance of only such duties
as are set forth herein or expressly contained in Instructions which are
consistent with the provisions hereof as follows:
(i) Notwithstanding any other provisions of this Agreement,
Bank's responsibilities shall be limited to the exercise of reasonable
care with respect to its obligations hereunder. Bank shall only be
liable to Customer for any loss which shall occur as the result of the
failure of a Subcustodian to exercise
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reasonable care with respect to the safekeeping of such Assets where
such loss results directly from the failure by the Subcustodian to use
reasonable care in the provision of custodial services by it in
accordance with the standards prevailing in its local market or from
the willful default of such Subcustodian in the provision of custodial
services by it. In the event of any loss to Customer which is
compensable hereunder (i.e. a loss arising by reason of willful
misconduct or the failure of Bank or its Subcustodian to use
reasonable care), Bank shall be liable to Customer only to the extent
of Customer's direct damages, to be determined based on the market
value of the property which is the subject of the loss at the date of
discovery of such loss and without reference to any special conditions
or circumstances. Bank shall have no liability whatsoever for any
consequential, special, indirect or speculative loss or damages
(including, but not limited to, lost profits) suffered by Customer in
connection with the transactions and services contemplated hereby and
the relationship established hereby even if Bank has been advised as
to the possibility of the same and regardless of the form of the
action.
(ii) Subject to Bank having selected a Subcustodian with
reasonable care and Bank's duty to use reasonable care in the
monitoring of a Subcustodian's financial condition as reflected in its
published financial statements and other publicly available financial
information, Bank shall not be responsible for the insolvency of any
Subcustodian which is not a branch or Affiliate of Bank. Bank shall
not be responsible for any act, omission, default or the solvency of
any broker or agent which it or a Subcustodian appoints unless such
appointment was made negligently or in bad faith.
(iii) (A) Customer shall indemnify and hold Bank and its
directors, officers, agents and employees (collectively the
"Indemnitees") harmless from and against any and all claims,
liabilities, losses, damages, fines, penalties, and expenses,
including out-of-pocket and incidental expenses and legal fees
("Losses") that may be imposed on, incurred by, or asserted against,
the Indemnitees or any of them for following any instructions or other
directions upon which Bank is authorized to rely pursuant to the terms
of this Agreement. (B) In addition to and not in limitation of the
preceding subparagraph, Customer shall also indemnify and hold the
Indemnitees and each of them harmless from and against any and all
Losses that may be imposed on, incurred by, or asserted against, the
Indemnitees or any of them in connection with or arising out of Bank's
performance under this Agreement, provided the Indemnitees have not
acted with negligence or engaged in willful misconduct. (C) In
performing its obligations hereunder, Bank may rely on the genuineness
of any document which it believes in good faith to have been validly
executed.
(iv) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of any
taxes or other governmental charges, and any related expenses, with
respect to income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the
advice of counsel (who may be counsel for Customer) on all matters and
shall be without liability for any action reasonably taken or omitted
pursuant to such advice.
(vi) While Bank need not maintain any insurance specifically
for the benefit of Customer, it maintains insurance in such amounts
and of such types as are customarily carried to cover the risks of
loss of Assets held on behalf of its clients whether held with itself,
its branches or subsidiaries worldwide or its Subcustodians.
(vii) Bank shall not be liable for any loss which results from:
1) the general risk of investing, or 2) investing or holding Assets in
a particular country including, but not limited to, losses resulting
from malfunction, interruption of or error in the transmission of
information caused by any machines or system or interruption of
communication facilities, abnormal operating conditions,
nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions which
prevent the
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orderly execution of securities transactions or affect the value of
Assets; except that, with respect to the failure of machines, systems,
interruption of communication facilities or abnormal operating
conditions on Bank or a Subcustodian's premises or otherwise within the
control of Bank or a Subcustodian, Bank shall not be so excused to the
extent that such failure was on account of Bank's or the Subcustodian's
(as the case may be) negligence (such as a failure to have had routine
maintenance performed or to have selected equipment reasonably suitable
for the purposes contemplated hereby given, in the case of
Subcustodians, local market practices with respect to such matters).
(viii) Neither party shall be liable to the other for any loss due
to forces beyond their control including, but not limited to strikes or
work stoppages, acts of war (whether declared or undeclared) or
terrorism, insurrection, revolution, nuclear fusion, fission or
radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no duty or
responsibility to:
(i) other than in seeking to clarify Instructions which Bank
determines to be ambiguous or otherwise not executable, question
Instructions or make any suggestions to Customer or an Authorized
Person regarding such Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Financial Assets;
(ii) advise Customer or an Authorized Person regarding any
default in the payment of principal or income of any security other
than as provided in Section 5(c) hereof;
(iii) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent (other than
Subcustodians) or other party to which Financial Assets are delivered
or payments are made pursuant hereto; and
(v) review or reconcile trade confirmations received from
brokers. Customer or its Authorized Persons issuing Instructions shall
bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that
Bank or any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential conflict
of duty or interest including the fact that Bank or any of its Affiliates may
provide brokerage services to other customers, act as financial advisor to the
issuer of Financial Assets, act as a lender to the issuer of Financial Assets,
act in the same transaction as agent for more than one customer, have a material
interest in the issue of Financial Assets, or earn profits from any of the
activities listed herein; provided that such material interest or conflict of
duty or interest does not materially and adversely affect Bank's obligations
hereunder.
13. FEES AND EXPENSES.
Customer shall pay Bank for its services hereunder the fees set forth
in Schedule B hereto or such other amounts as may be agreed upon in writing, and
upon pre-approval of Customer, which approval shall not be unreasonably
withheld, together with Bank's reasonable out-of-pocket or incidental expenses,
including, but not limited to, reasonable legal fees. Bank shall have a lien on
and is authorized to charge any Accounts of Customer for any amount owing to
Bank under any provision hereof.
14. MISCELLANEOUS.
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(a) Foreign Exchange Transactions. To facilitate the administration of
Customer's trading and investment activity, when instructed by specific or
standing Instruction, Bank is authorized to enter into spot or forward foreign
exchange contracts with Customer or an Authorized Person for Customer and may
also provide foreign exchange through its subsidiaries, Affiliates or
Subcustodians. Instructions, may be issued with respect to such contracts but
Bank may establish rules or limitations concerning any foreign exchange facility
made available. In all cases where Bank, its subsidiaries, Affiliates or
Subcustodians enter into a separate master foreign exchange contract with
Customer that covers foreign exchange transactions for the Accounts, the terms
and conditions of that foreign exchange contract, and to the extent not
inconsistent, this Agreement, shall apply to such transactions.
(b) Certification of Residency, etc. Customer certifies that it is a
resident of the United States and shall notify Bank of any changes in residency.
Bank may rely upon this certification or the certification of such other facts
as may be required to administer Bank's obligations hereunder. Customer shall
indemnify Bank against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(c) Access to Records. Bank shall allow Customer's independent public
accountant reasonable access to the records of Bank relating to Assets and
Account(s) as is required in connection with their examination of books and
records pertaining to Customer's affairs. Subject to restrictions under
applicable law, Bank shall also obtain an undertaking or other agreement to
permit Customer's independent public accountants reasonable access to the
records of any Subcustodian which has physical possession of any Assets and
Account(s) as may be required in connection with the examination of Customer's
books and records.
(d) Governing Law; Successors and Assigns; Immunity; Captions. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assignable by
either party, but shall bind the successors in interest of Customer and Bank. To
the extent that in any jurisdiction Customer may now or hereafter be entitled to
claim, for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, Customer and Bank irrevocably
shall not claim, and it hereby waives, such immunity. The captions given to the
sections and subsections of this Agreement are for convenience of reference only
and are not to be used to interpret this Agreement.
(e) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are (Check one);
X Investment Company assets subject to certain U.S. Securities and
Exchange Commission rules and regulations;
Other (specify)
This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - and the following Rider(s) [Check
applicable rider(s)]:
X INVESTMENT COMPANY
X PROXY VOTING
X SPECIAL TERMS AND CONDITIONS
X Appendix 2
There are no other provisions hereof and this Agreement supersedes
any other agreements, whether written or oral, between the parties. Any
amendment hereto must be in writing, executed by both parties.
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(f) Severability. In the event that one or more provisions hereof are
held invalid, illegal or unenforceable in any respect on the basis of any
particular circumstances or in any jurisdiction, the validity, legality and
enforceability of such provision or provisions under other circumstances or in
other jurisdictions and of the remaining provisions shall not in any way be
affected or impaired.
(g) Waiver. Except as otherwise provided herein, no failure or delay
on the part of either party in exercising any power or right hereunder operates
as a waiver, nor does any single or partial exercise of any power or right
preclude any other or further exercise, or the exercise of any other power or
right. No waiver by a party of any provision hereof, or waiver of any breach or
default, is effective unless in writing and signed by the party against whom the
waiver is to be enforced.
(h) Representations and Warranties. (i) Customer hereby represents and
warrants to Bank that (A) it has full authority and power to deposit and control
the Financial Assets and cash deposited in the Accounts; (B) it has all
necessary authority to use Bank as its custodian; (C) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; (D) it shall have full authority and power to borrow moneys and enter
into foreign exchange transactions; and (E) it has not relied on any oral or
written representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the duties of
Bank and Customer, (ii) Bank hereby represents and warrants to Customer that:
(A) it has the full power and authority to perform its obligations hereunder,
(B) this Agreement constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms; and (C) that it has taken all
necessary action to authorize the execution and delivery hereof.
(i) Notices. All notices hereunder shall be effective when actually
received. Any notices or other communications which may be required hereunder
are to be sent to the parties at the following addresses or such other addresses
as may subsequently be given to the other party in writing: (a) Bank: The Chase
Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, N.Y. 11245, Attention Global
Investor Services, Investment Management Group; and (b) Customer; Driehaus
Mutual Funds, 00 Xxxx Xxxx Xx., Xxxxxxx, XX 00000, attn: Xxxxxx Xxxxx (phone:
000.000.0000; fax: 000.000.0000.
(j) Termination. This Agreement may be terminated by Customer or Bank
by giving ninety (90) days' written notice to the other, provided that such
notice to Bank shall specify the names of the persons to whom Bank shall deliver
the Assets in the Accounts. If notice of termination is given by Bank, Customer
shall, within sixty (60) days following receipt of the notice, deliver to Bank
Instructions specifying the names of the persons to whom Bank shall deliver the
Assets. In either case Bank shall deliver the Assets to the persons so
specified, after deducting any amounts which Bank determines in good faith to be
owed to it under Section 13. If within sixty (60) days following receipt of a
notice of termination by Bank, Bank does not receive Instructions from Customer
specifying the names of the persons to whom Bank shall deliver the Assets, Bank,
at its election, may deliver the Assets to a bank or trust company doing
business in the State of New York to be held and disposed of pursuant to the
provisions hereof, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.
(k) Money Laundering. Customer warrants and undertakes to Bank for
itself and its agents that all Customer's customers are properly identified in
accordance with U.S. Money Laundering Regulations as in effect from time to
time.
(l) Imputation of certain information. Bank shall not be held
responsible for and shall not be required to have regard to information held by
any person by imputation or information of which Bank is not aware by virtue of
a "Chinese Wall" arrangement. If Bank becomes aware of confidential information
which in good faith it feels inhibits it from effecting a transaction hereunder
Bank may refrain from effecting it.
(m) Separate obligations. With respect to any obligations of a
particular Customer arising hereunder, Bank shall look for payment or
satisfaction of any such obligation solely to that Customer and the Assets of
such Customer and Customer's Accounts to which such obligation relates as though
that Customer
10
11
had separately contracted with Bank by separate written agreement with respect
to such Accounts. The rights and benefits to which a given Customer is entitled
hereunder shall be solely those of such Customer and no other Customer hereunder
shall receive such benefits. For avoidance of doubt, each Customer or Bank may
terminate this Agreement pursuant to its provisions and the Agreement shall
survive such termination in respect of the remaining Customers that
have not so terminated or been terminated.
(n) Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signature thereto and hereto were upon the same instrument
15. DEFINITIONS.
As used herein, the following terms shall have the meaning hereinafter
stated:
(a) "Certificated Security" shall mean a security that is represented by a
certificate.
(b) "Custody Account" shall mean each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant hereto.
(c) "Entitlement Holder" shall mean the person on the records of a
Securities Intermediary as the person having a Securities Entitlement
against the Securities Intermediary.
(d) "Financial Asset" shall mean, as the context requires, either the asset
itself or the means by which a person's claim to it is evidenced, including
a Certificated Security or Uncertificated Security, a security certificate,
or a Securities Entitlement. Financial Assets shall not include cash.
(e) "Securities" shall mean stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated
Securities or Uncertificated Securities and commonly traded or dealt in on
securities exchanges or financial markets, and other obligations of an
issuer, or shares, participations and interests in an issuer recognized in
an area in which it is issued or dealt in as a medium for investment and any
other property as shall be reasonably acceptable to Bank for the Custody
Account.
(f) "Securities Entitlement" shall mean the rights and property interest of
an Entitlement Holder with respect to a Financial Asset as set forth in Part
5 of the Uniform Commercial Code.
(g) "Securities Intermediary" shall mean Bank, a Subcustodian, a securities
depository, and any other financial institution which in the ordinary course
of business maintains custody accounts for others and acts in that capacity.
(h) "Uncertificated Security" shall mean a security that is not represented
by a certificate.
(i) "Uniform Commercial Code" shall mean Article 8 of the Uniform
Commercial Code of the State of New York, as the same may be amended from
time to time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first-above
11
12
written.
DRIEHAUS MUTUAL FUNDS (on behalf of each
Series listed on Appendix 2)
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Title: Xxxxxx X. Xxxxx, Senior Vice President
Date: May 24, 1999
THE CHASE MANHATTAN BANK
By: [SIG]
-----------------------------------------
Title: Assistant Vice President
Date: May 24, 1999
12
13
STATE OF ILLINOIS )
: SS.
COUNTY OF XXXX )
On this 24 day of May, 1999, before me personally came Xxxxxx X.
Xxxxx, to me known, who being by me duly sworn, did depose and say that he
resides in Chicago, Illinois, that he is Senior Vice President of Driehaus
Mutual Funds, the entity described in and which executed the foregoing
instrument; and that he signed his name thereto by order of said entity.
/s/ Xxxxx X. XxXxxxxxxx
-----------------------
Xxxxx X. XxXxxxxxxx
Notary Public
Sworn to before me this 24
day of May, 1999
Notary OFFICIAL SEAL
XXXXX X. XXXXXXXXXX
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 08/08/03
00
XXXXX XX XXX XXXX )
: SS.
COUNTY OF NEW YORK )
On this 24th day of May, 1999, before me personally came to me known, who
being by me duly sworn, did depose and say that he/she resides in at Brooklyn,
New York; that he/she is an Assistant Vice President of THE CHASE MANHATTAN
BANK, the corporation described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal, that it was so affixed by
order of the Board of Directors of said corporation, and that he/she signed
his/her name thereto by like order.
/s/ Xxxxxx X. Xxxxxx
Notary Public State of
New York No. 01GE6034238
Commission Exp. Oct. 3 2000
Mossau City
Sworn to before me this
day of 24, 1999.
Notary
15
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
each series of Driehaus Mutual Funds listed on Appendix 2
effective May 25 1999
The following modifications are made to the Agreement:
A. Add a new Section 16 to the Agreement as follows:
"16. COMPLIANCE WITH SEC RULE 17F-5.
(a) Customer's board of directors (or equivalent body) (hereinafter
'Board') hereby delegates to Bank, and, except as to the country or countries as
to which Bank may, from time to time, advise Customer that it does not accept
such delegation, Bank hereby accepts the delegation to it, of the obligation to
perform as Customer's 'Foreign Custody Manager' (as that term is defined in SEC
rule 17f-5(a)(2) s promulgated under the Investment Company Act of 1940, as
amended ("1940 Act")), both for the purpose of selecting Eligible Foreign
Custodians (as that term is defined in SEC rule 17f-5(a)(1), and as the same may
be amended from time to time, or that have otherwise been made exempt pursuant
to an SEC exemptive order) to hold Financial Assets and Cash and of evaluating
the contractual arrangements with such Eligible Foreign Custodians (as set forth
in SEC rule l7f-5(c)(2)); provided that, the term Eligible Foreign Custodian
shall not include any 'Compulsory Depository.' A Compulsory Depository shall
mean a securities depository or clearing agency the use of which is compulsory
because: (1) its use is required by law or regulation, (2) securities cannot be
withdrawn from the depository, or (3) maintaining securities outside the
depository is not consistent with prevailing custodial practices in the country
which the depository serves. Compulsory Depositories used by Bank as of the date
hereof are set forth in Appendix 1-A hereto, and as the same may be amended on
notice to Customer from time to time.
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the placement of
Financial Assets and Cash with particular Eligible Foreign Custodians and of
any material change in the arrangements with such Eligible Foreign
Custodians, with such reports to be provided to Customer's Board at such
times as the Board deems reasonable and appropriate based on the
circumstances of Customer's foreign custody arrangements (and until further
notice from Customer such reports shall be provided not less than quarterly
with respect to the placement of Financial Assets and Cash with particular
Eligible Foreign Custodians and with reasonable promptness upon the
occurrence of any material change in the arrangements with such Eligible
Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in performing as
Customer's Foreign Custody Manager as a person having responsibility for the
safekeeping of Financial Assets and Cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined that
Financial Assets and Cash placed and maintained in the safekeeping of such
Eligible Foreign Custodian shall be subject to reasonable care, based on the
standards applicable to custodians in the relevant market, after having
considered all factors relevant to the safekeeping of such Financial Assets
and Cash, including, without limitation, those factors set forth in SEC rule
l7f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian (or, in the case of an Eligible Foreign Custodians that is a
securities depository or clearing agency, such contract, the rules or
established practices or procedures of the depository, or any combination of
the foregoing) requires that the Eligible Foreign Custodian will provide
reasonable care for Financial Assets and Cash based on
16
the standards applicable to custodians in the relevant market and that the
contract complies with SEC rule 17f-5(c)(2).
(v) have established a system to monitor the continued appropriateness of
maintaining Financial Assets and Cash with particular Eligible Foreign
Custodians and of the governing contractual arrangements; it being
understood, however, that in the event that Bank shall have determined that
the existing Eligible Foreign Custodian in a given country would no longer
afford Financial Assets and Cash reasonable care and that no other Eligible
Foreign Custodian in that country would afford reasonable care, Bank shall
promptly so advise Customer and shall then act in accordance with the
Instructions of Customer with respect to the disposition of the affected
Financial Assets and Cash.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Financial Assets and Cash on behalf of Customer with Eligible Foreign Custodians
pursuant to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein, Customer shall be solely
responsible to assure that the maintenance of Financial Assets and Cash
hereunder complies with the rules, regulations, interpretations and exemptive
orders promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as defined in Rule
l7f-5(a)(7). Customer represents to Bank that: (1) the Financial Assets and Cash
being placed and maintained in Bank's custody are subject to the 1940 Act, as
the same may be amended from time to time; (2) its Board: (i) has determined
that it is reasonable to rely on Bank to perform as Customer's Foreign Custody
Manager (ii) or its investment adviser shall have determined that Customer may
maintain Financial Assets and Cash in each country in which Customer's Financial
Assets and Cash shall be held hereunder and determined to accept the risks
arising therefrom (including, but not limited to, a country's financial
infrastructure), prevailing custody and settlement practices, laws applicable to
the safekeeping and recovery of Financial Assets and Cash held in custody, and
the likelihood of nationalization, currency controls and the like) (collectively
("Country Risk")). Nothing contained herein shall require Bank to make any
selection or to engage in any monitoring on behalf of Customer that would entail
consideration of Country Risk.
(e) Bank shall provide to Customer such information relating to Country
Risk as is specified in Appendix 1-B hereto. Customer hereby acknowledges that:
(i) such information is solely designed to inform Customer of market conditions
and procedures and is not intended as a recommendation to invest or not invest
in particular markets; and (ii) Bank has gathered the information from sources
it considers reliable, but that Bank shall have no responsibility for
inaccuracies or incomplete information.
B. Add the following after the first sentence of Section 3 of the
Agreement: "At the request of Customer, Bank may, but need not, add to Schedule
A an Eligible Foreign Custodian that is either a bank or a non-Compulsory
Depository where Bank has not acted as Foreign Custody Manager with respect to
the selection thereof. Bank shall notify Customer In the event that it elects to
add any such entity."
C. Add the following language to the end of Section 3 of the Agreement;
"The term Subcustodian as used herein shall mean the following:
(a) a 'U.S, Bank,' which shall mean a U.S. bank as defined in SEC rule
l7f-5(a)(7);
(b) an 'Eligible Foreign Custodian,' which shall mean (i) a banking
institution or trust company, incorporated or organized under the laws of a
country other than the United States, that is regulated as such by that
country's government or an agency thereof, (ii) a majority-owned direct or
indirect subsidiary of a U.S. bank or bank holding company which subsidiary
is incorporated or organized under the laws of a country other than the
United States; (iii) a securities depository or clearing agency,
incorporated or organized under the laws of a country other than the United
States (other than a
2
17
Compulsory Depository), that acts as a system for the central handling of
securities or equivalent book-entries in that country and that is regulated
by a foreign financial regulatory authority as defined under section
2(a)(50) of the 1940 Act, (iv) a securities depository or clearing agency
organized under the laws of a country other than the United States to the
extent acting as a transnational system for the central handling of
securities or equivalent book-entries, and (v) any other entity that shall
have been so qualified by exemptive order, rule or other appropriate action
of the SEC.
For purposes of clarity, it is agreed that as used in Section 12(a)(i), the term
Subcustodian shall not include any Eligible Foreign Custodian as to which Bank
has not acted as Foreign Custody Manager or any Compulsory Depository."
3
18
Appendix I-A
COMPULSORY DEPOSITORIES
19
COMPULSORY SECURITIES DEPOSITORIES
COUNTRY DEPOSITORY INSTRUMENT
ARGENTINA CAJA DE VALORES S.A. Equity, Corporate & Government Debt
COMPULSORY
AUSTRALIA AUSTRACLEAR LTD. Corporate Debt, Money Market & Semi-Government
Debt
COMPULSORY
AUSTRALIA CHESS Equity
(Clearing House Electronic Subregister System)
COMPULSORY
AUSTRALIA RITS Government Debt
(Reserve Bank Information and Transfer System)
COMPULSORY
AUSTRIA OSTERREICHISCHE KONTROLBANK AG Equity, Corporate + Government Debt
COMPULSORY
BELGIUM CIK Equity + Corporate Debt
(Caisse Interprofessionnalle de Depots et de Virements de
Titres s.a.) COMPULSORY
BELGIUM BANQUE NATIONALE DE BELGIQUE Treasury Bills + Government Debt
COMPULSORY
BRAZIL CBLC Equity
(Companhia Brasilelra de Liquidacao e Custodia)
COMPULSORY
BRAZIL CLC Equity
(Camara de Liquidacao e Custodia
COMPULSORY
BRAZIL CETIP Corporate Debt
COMPULSORY
BULGARIA BNB Government Debt
(Bulgaria National Bank)
COMPULSORY
BULGARIA Central Depository A.D. Equity
COMPULSORY
CANADA CDS Equity, Corporate + Government Debt
(The Canadian Depository for Securities Ltd.)
COMPULSORY
CHILE DCV Equity, Corporate + Government Debt
(Deposito Central de Valores) COMPULSORY for government debt securities and for
brokers as of November 1998; will be compulsory for
all market participants during 1999.
CHINA, SSCCRC Equity
SHANGHAI (Shanghai Securities Central Clearing and Registration
Corporation) COMPULSORY
CHINA, SSCC Equity
SHENZHEN (Shenzhen Securities Clearing Company, Limited)
COMPULSORY
1
20
COMPULSORY SECURITIES DEPOSITORIES
COUNTRY DEPOSITORY INSTRUMENT
COLOMBIA DCV Government debt issued, guaranteed or administered
(Deposito Central de Velores) by the central bank.
COMPULSORY
COLOMBIA DECEVAL Equity, Corporate + Government Debt
(Deposito Central de Valores)
Voluntary. Due to change in tax status of DECEVAL,
use of DECEVAL is becoming market standard.
CROATIA CDA Equity and listed government debt. (Created in April
(Central Depository Agency) 1997, the CDA is expected to be operational in 1999)
COMPULSORY
CROATIA MINISTRY OF FINANCE REGISTRY & Short-term debt issued by the Ministry of Finance
and National Bank of Croatia National Bank of
Croatia Registry respectively.
COMPULSORY
CZECH SCP Equity + Long-Term Government Debt
REPUBLIC (Stradisko connych papiru)
COMPULSORY
DENMARK VP Equity, Corporate + Government Debt
(Vaerdipapircentralen)
COMPULSORY
EGYPT MISR CLEARING, SETTLEMENT AND DEPOSITORY, Equity
S.A.E.
COMPULSORY
ESTONIA EVK Equity
(Estonian Central Depository for Securities Limited)
COMPULSORY
EUROMARKET CEDEL & EUROCLEAR Euro-Debt
COMPULSORY
FINLAND CSR Equity + Government Debt
(Central Share Registry Finland) COMPULSORY
FRANCE SICOVAM Equity + Corporate Debt
(Societe Interprofessionnelle pour la Compensation des
Veleurs Mobilieres, S.A.) COMPULSORY
GERMANY DBC Equity, Corporate + Government Debt
(Deutsche Boerse Clearing AO)
COMPULSORY
GREECE APOTHETIRIO TITLON A.E. Equity
COMPULSORY
GREECE BANK OF GREECE Government Debt
COMPULSORY
HONG KONG CCASS Equity
(Central Clearing and Settlement System)
COMPULSORY
2
21
COMPULSORY SECURITIES DEPOSITORIES
COUNTRY DEPOSITORY INSTRUMENT
HONG KONG CMU Corporate + Government Debt
(Central Moneymarkets Unit)
COMPULSORY
HUNGARY KELER LTD. Equity + Government Debt
COMPULSORY
INDIA NSDL Equity + Corporate Debt
(National Securities Depository Limited)
COMPULSORY
IRELAND CRESTCO LIMITED Equity
COMPULSORY
IRELAND GSO Government Debt
(Gilt Settlement Office)
COMPULSORY
ISRAEL TASE CLEARING HOUSE Equity, Corporate + Government Debt
(Tel Aviv Stock Exchange Clearing House)
COMPULSORY
ITALY MONTE TITOLL S.P.A. Equity + Corporate Debt
COMPULSORY
ITALY BANK OF ITALY Government Debt
COMPULSORY
JAPAN JASDEC Equity
(Japan Securities Depository Center)
VOLUNTARY
JAPAN BANK OF JAPAN Registered Government Debt
COMPULSORY
KAZAHKSTAN CENTRAL SECURITIES DEPOSITORY Mandatory for all equity securities traded on the
Kazahkstan Stock Exchange. Currently all trading is
over the counter.
VOLUNTARY
LATVIA LCD Equity + Government Debt
(Latvian Centel Depository)
COMPULSORY
LEBANON MIDCLEAR Equity
(Custodian and Clearing Center of Lebanon and the
Middle East)
COMPULSORY
LITHUANIA CSDL Equity + Government Debt
(Central Securities Depository of Lithuania)
COMPULSORY
LUXEMBOURG Cedel Bank, s.a. Equity
COMPULSORY
MALAYSIA MCD Equity
(Malaysian Central Depository Snd Bhd)
COMPULSORY
3
22
COMPULSORY SECURITIES DEPOSITORIES
COUNTRY DEPOSITORY INSTRUMENT
MAURITIUS CDS Equity
(Central Depository and Settlement Company Limited)
COMPULSORY
MEXICO INDEVAL Equity, Corporate + Government Debt.
(Institution para l Deposito de Valores)
COMPULSORY
MOROCCO MAROCLEAR Equity + Corporate Debt (will be compulsory as of
March 21, 1999)
COMPULSORY
NETHERLANDS NECIGEF Equity, Corp. + Govt. D
(Nederlands Centraal Insituut voor Giraal Effectenverkeer
B.V.)
COMPULSORY
NEW ZEALAND AUSTRACLEAR NEW ZEALAND Equity, Corporate + Government Debt
COMPULSORY
NORWAY VPS Equity, Corporate + Government Debt
(Verdipapirsentralen)
COMPULSORY
OMAN MSM Equity
(Muscat Securities Market)
COMPULSORY
PAKISTAN CDC Equity
(Central Depository Company of Pakistan Limited)
COMPULSORY
PERU CAVALI Equity
(Caja de Valores y Liquidaciones)
COMPULSORY
PHILIPPINES PCD Equity
(Philippine Central Depository Inc.)
COMPULSORY
POLAND NDS Equity, Long-Term Government Debt + Vouchers
(National Securities Depository)
COMPULSORY
POLAND CRT Treasury-Bills
(Central Registry of Treasury-Bills)
COMPULSORY
PORTUGAL INTERBOLSA Equity, Corporate + Government Debt
(Central de Valores Mobiliarios e Sistema de Liquidacao e
Compensacao)
COMPULSORY
ROMANIA SNCDD - RASDAQ Equity
(National Company for Clearing, Settlement and
Depository for Securities)
COMPULSORY
ROMANIA BSE Equity
(Bucharest Stock Exchange Registry)
COMPULSORY
ROMANIA NATIONAL BANK OF ROMANIA Treasury-Bills
COMPULSORY
4
23
COMPULSORY SECURITIES DEPOSITORIES
INSTRUMENT
COUNTRY DEPOSITORY
RUSSIA VNESTORGBANK Ministry of Finance Bonds
COMPULSORY
RUSSIA NATIONAL DEPOSITORY CENTER GKOs are Treasury Bills with three months to one
year maturity; OFZs are Federal Loan bonds with one
to two years' maturity.
COMPULSORY
SINGAPORE CDP Equity + Corporate Debt and Malaysian equities
(Central Depository (Pte.) Ltd.) traded on CLOB
COMPULSORY
SINGAPORE MONETARY AUTHORITY OF SINGAPORE Government Debt
COMPULSORY
SLOVAK SCP Equity + Government Debt
REPUBLIC (Stredisko Cennych Papierov)
COMPULSORY
SLOVAK NATIONAL BANK OF SLOVAKIA Treasury-Bills
REPUBLIC
COMPULSORY
SLOVENIA KDD Equity + Corporate Debt
(The Centraina Klirinsko Depotna Xxxxxx x.x.
COMPULSORY
SOUTH AFRICA CD Corporate + Government Debt
(Central Depository (Pty) Limited)
COMPULSORY
SOUTH KOREA KSD Equity, Corporate + Government Debt
COMPULSORY
SPAIN SCLV Equity + Corporate Debt.
(Servicio de Compensacion y Liquidacion de Valores,
S.A.)
COMPULSORY
SPAIN CBEO Government Debt
(Central Book Entry Office)
COMPULSORY
SRI LANKA CDS Equity
(Central Depository System (Pte) Limited)
COMPULSORY
SWEDEN VPC Equity, Corporate + Government Debt
(Vardepapperscentralen AB)
COMPULSORY
SWITZERLAND SEGA Equity, Corporate + Government Debt
(Schweizerische Effekten-Giro AG)
COMPULSORY
TAIWAN TSCD Equity + Government Debt
(Taiwan Securities Central Depository Co., Ltd.)
COMPULSORY
THAILAND TSDC Equity, Corporate + Government Debt
(Thailand Securities Depository Company Limited)
COMPULSORY
5
24
COMPULSORY SECURITIES DEPOSITORIES
COUNTRY DEPOSITORY INSTRUMENT
TUNISIA STICODEVAM Equity
(Societe Tunislienne Interprofessionnelle pout la
Compensation et le Depot des Valeurs Mobilieres)
COMPULSORY
TUNISIA MINISTRY OF FINANCE Government Debt tradable on the stock exchange
(BTNBs)
COMPULSORY
TUNISIA CENTRAL BANK OF TUNISIA Government Debt not tradable on the stock exchange
(BTCs)
COMPULSORY
TURKEY IMKB TAKAS VE SAKLAMA BANKASL A.S. Equity + Corporate Debt
COMPULSORY
TURKEY CENTRAL BANK OF TURKEY Government Debt
COMPULSORY
UNITED CRESTCO LIMITED Equity + Corp. Debt
KINGDOM
COMPULSORY
UNITED CMO Sterling CDs & CP
KINGDOM (Central Moneymarket Office)
COMPULSORY
UNITED CGO Gilts
KINGDOM (Central Gilts Office)
COMPULSORY
UNITED STATES DTC Equity + Corporate Debt
(Depository Trust Company)
COMPULSORY
UNITED STATES PTC Mortgage Back Debt
Participants Trust Company)
COMPULSORY
UNITED STATES FED BOOK-ENTRY SYSTEM Government Debt
COMPULSORY
ZAMBIA XXXX Equity + Government Debt
(XxXX Central Shares Depository Limited)
COMPULSORY
6
25
Appendix 1-B
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Financial Assets and Cash
into a country the following information (check items applicable):
A Opinions of local counsel concerning:
X i. Whether applicable foreign law would restrict the access afforded
--- Customer's independent public accountants to books and records
kept by an eligible foreign custodian located in that country.
X ii. Whether applicable foreign law would restrict the Customer's
--- ability to recover its Financial Assets and Cash in the event of
the bankruptcy of an Eligible Foreign Custodian located in that
country.
X iii. Whether applicable foreign law would restrict the Customer's
--- ability to recover Financial Assets that are lost while under the
control of an Eligible Foreign Custodian located in the country.
B. Written information concerning:
X i. The foreseeability of expropriation, nationalization, freezes, or
--- confiscation of Customer's Financial Assets and Cash.
X ii. Whether difficulties in converting Customer's cash and cash
--- equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement and
registration, (v) taxation, and (vi) compulsory depositories (including
depository evaluation).
2. To aid Customer in monitoring Country Risk, Bank shall furnish board
the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
26
Appendix 2
Series of Driehaus Mutual Funds
Each a "Customer"
Driehaus International Growth Fund
Driehaus Asia Pacific Growth Fund
Driehaus Emerging Markets Growth Fund
Driehaus International Discovery Fund
Driehaus European Opportunity Fund
27
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
each series of Driehaus Mutual Funds listed on Appendix 2
effective May 25 1999,
1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures")
furnished to Customer, as the same may be amended by Bank from time
to time on prior notice to Customer. The Procedures are incorporated by
reference herein and form a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by
Bank to Customer of the dates of pending shareholder meetings,
resolutions to be voted upon and the return dates as may be received by
Bank or provided to Bank by its Subcustodians or third parties, and (b)
voting by Bank of proxies based on Customer Instructions. Original
proxy materials or copies thereof shall not be provided. Notifications
shall generally be in English and, where necessary, shall be summarized
and translated from such non-English materials as have been made
available to Bank or its Subcustodian. In this respect Bank's only
obligation is to provide information from sources it believes to be
reliable and/or to provide materials summarized and/or translated in
good faith. Bank reserves the right to provide Notifications, or parts
thereof, in the language received. Upon reasonable advance request by
Customer, backup information relative to Notifications, such as annual
reports, explanatory material concerning resolutions, management
recommendations or other material relevant to the exercise of proxy
voting rights shall be provided as available, but without translation,
3. While Bank shall attempt to provide accurate and complete
Notifications, whether or not translated, Bank shall not be liable for
any losses or other consequences that may result from reliance by
Customer upon Notifications where Bank prepared the same in good faith.
4. Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Proxy Services Bank shall be acting solely as
the agent of Customer, and shall not exercise any discretion with
regard to such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant
Financial Assets are: (i) on loan; (ii) at registrar for registration
or reregistration; (iii) the subject of a conversion or other corporate
action; (iv) not held in a name subject to the control of Bank or its
Subcustodian or are otherwise held in a manner which precludes voting;
(v) not capable of being voted on account of local market regulations
or practices or restrictions by the issuer; or (vi) held in a margin or
collateral account.
6. Customer acknowledges that in certain countries Bank may be unable to
vote individual proxies but shall only be able to vote proxies on a net
basis (e.g., a net yes or no vote given the voting instructions
received from all customers).
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall
in no event sell, license, give or otherwise make the information
provided hereunder available, to any third party, and shall not
directly or indirectly compete with Bank
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or diminish the market for Proxy Services by provision of such
information, in whole or in part, for compensation or otherwise, to any
third party.
8. The names of Authorized Persons for Proxy Services shall be furnished
to Bank in accordance with Section 10 of the Agreement. Proxy Services
fees shall be as set forth in Section 13 of the Agreement or as
separately agreed.
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DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the pertinent
provisions of Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of Bank's
nominee or the nominee of a central depository) and communications with
respect to Financial Assets in the Custody Account as call for voting
or relate to legal proceedings within a reasonable time after
sufficient copies are received by Bank for forwarding to its customers.
In addition, Bank shall follow coupon payments, redemptions, exchanges
or similar matters with respect to Financial Assets in the Custody
Account and advise Customer or the Authorized Person for such Account
of rights issued, tender offers or any other discretionary rights with
respect to such Financial Assets, in each case, of which Bank has
received notice from the issuer of the Financial Assets, or as to which
notice is published in publications routinely utilized by Bank for this
purpose.
