Exhibit (8)(a)
CUSTODY AGREEMENT
AGREEMENT effective as of May 1, 1995 between THE CHASE MANHATTAN BANK,
N.A. ("Bank") and "THE GLENMEDE PORTFOLIOS, a Massachusetts business trust (the
"Fund").
WITNESSETH:
WHEREAS, the Fund wishes to retain Bank to provide custodian services
to the Fund for the benefit of the investment portfolios of the Fund listed on
Exhibit A hereto, as the same may be amended from time to time by the parties
hereto (each a "Portfolio," collectively, "Portfolios") and Bank is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Custody Account. The Bank agrees to establish and maintain (a) a
separate custody account for each Portfolio of the Fund ("Custody Account") for
any and all stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money and any certificates, receipts, warrants or
other instruments representing rights to receive, purchase or subscribe for the
same or evidencing or representing any other rights of interests therein and
other similar property (hereinafter called "Securities") from time to time
received by the Bank or any subcustodian (as defined in the second paragraph of
Section 3 hereof) for the account of the particular Portfolio of the Fund
and (b) a separate deposit account(s) in the name of each Portfolio of the Fund
("Deposit Account") for any and all cash and cash equivalents in any currency
received by the Bank or any subcustodian for the account of the particular
Portfolio of the Fund, which cash shall not be subject to withdrawal by draft or
check. The term "Property" as used herein shall mean all Securities, cash, cash
equivalents and other assets of the Fund.
2. Maintenance of Property Domestically and Abroad. Securities in a
Custody Account shall be held in the country or other jurisdiction as shall be
specified from time to time in Instructions (as defined in Section 9 hereof),
provided that such country or other jurisdiction shall be one in which the
principal trading market for such Securities is located or the country of other
jurisdiction in which such Securities are to be presented for payment or are
acquired for the Custody Account, and cash in a Deposit Account shall be
credited to an account in such 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 the Bank can comply with such
Instructions, the Bank is authorized to maintain cash balances on deposit for
the Fund 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 the Fund may direct, if acceptable to the Bank.
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3. Eligible Foreign Custodians and Securities Depositories. The Board
of Trustees of the Fund authorizes the Bank to hold the Securities in the
Custody Account(s) and the cash in the Deposit Account(s) in custody and deposit
accounts, respectively, which have been established by the Bank with one of its
branches, a branch of a qualified U.S. bank, an eligible foreign custodian or an
eligible foreign securities depository; provided, however, that the Board of
Trustees of the Fund has approved the use of, and the Bank's contract with, such
eligible foreign custodian or eligible foreign securities depository by
resolution, and Instructions to such effect have been provided to the Bank.
Furthermore, if a Bank's branch, a branch of a qualified U S. bank or an
eligible foreign custodian is selected to act as the Bank's subcustodian to hold
any Property, such entity is authorized to hold such Property in its account
with any eligible foreign securities depository in which it participates so long
as such foreign securities depository has been approved by the Board of Trustees
of the Fund. For purposes of this Agreement "qualified U.S. bank" and "eligible
foreign custodian," shall have the same meanings as are given in Rule 17f-5
under the Investment Company Act of 1940, as amended ("Rule 17f-5") and
"eligible foreign securities depository" shall be a depository within the
meaning of Rule 17f-5(c)(2)(iii) and (iv).
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Hereinafter the term "subcustodian" will refer to any Bank branch, any
branch of a qualified U.S. bank, any eligible foreign custodian or any eligible
foreign securities depository with which the Bank has entered into an agreement
of the type contemplated hereunder regarding Securities and/or cash held in or
to be acquired for a Custody Account or a Deposit Account.
If, after the initial approval of the subcustodians by the Board of
Trustees of the Fund in connection with this Agreement, the Bank wishes to
appoint other subcustodians to hold the Fund's Property, it will so notify the
Fund and will provide it with information reasonably necessary to determine any
such new subcustodian's eligibility under Rule 17f-5, including a copy of the
proposed agreement with such subcustodian. The Fund shall within 30 days after
receipt of such notice give a written approval or disapproval of the proposed
action.
If the Bank intends to remove any subcustodian previously approved, it
shall so notify the Fund and shall move the Property deposited with such
subcustodian to another subcustodian previously approved or to a new
subcustodian, provided that the appointment of any new subcustodian will be
subject to the requirements set forth in the preceding paragraph. The Bank shall
take steps as may be required to remove any subcustodian which has ceased to
meet the requirements of Rule 17f-5.
4. Use of Subcustodians. With respect to Property which is maintained
by the Bank in the physical custody of a subcustodian pursuant to Section 3 of
this Agreement:
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(a) The Bank will identify on its books as belonging to the
particular Portfolio of the Fund any Property held by such subcustodian.
(b) In the event that a subcustodian permits any of the Securities
placed in its care to be held in an eligible foreign securities depository, such
subcustodian will be required by its agreement with the Bank to identify on its
books such Securities as being held for the account of the Bank as a custodian
for its customers.
(c) Any Securities in a Custody Account held by a subcustodian of
the Bank will be subject only to the instructions of the Bank or its agents; and
any Securities held in a securities depository for the account of a subcustodian
will be subject only to the instructions of such subcustodian.
(d) The Bank will only deposit Securities in an account with a
subcustodian which includes exclusively the assets held by the Bank for its
customers, and the Bank will cause such account to be designated by such
subcustodian as a special custody account for the exclusive benefit of customers
of the Bank.
(e) Any agreement the Bank shall enter into with a subcustodian
with respect to the holding of Securities shall require that (i) the Securities
are not subject to any right, charge, security interest, lien or claim of any
kind in favor of such subcustodian or its creditors except for a claim of
payment for its safe custody or administration and (ii) beneficial ownership of
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such Securities is freely transferable without the payment of money or value
other than for safe custody or administration; provided, however, that the
foregoing shall not apply to the extent that any of the above-mentioned rights,
charges, etc. result from any compensation or other expenses arising with
respect to the safekeeping of Securities pursuant to such agreement.
(f) The Bank shall allow independent public accountants of the
Fund such reasonable access to the records of the Bank relating to Property held
in a Custody Account and a Deposit Account as required by such accountants in
connection with their examination of the books and records pertaining to the
affairs of the Fund. The Bank shall, subject to restrictions under applicable
law, also obtain from any subcustodian with which the Fund maintains the
physical possession of any Property an undertaking to permit independent public
accountants of the Fund such reasonable access to the records of such
subcustodian as may be required in connection with their examination of the
books and records pertaining to the affairs of the Fund or to supply a
verifiable confirmation of the contents of such records. The Bank shall furnish
the Fund such reports (or portions thereof) of the Bank's external auditors as
relate directly to the Bank's system of internal accounting controls applicable
to the Bank's duties under this Agreement. The Bank shall request for and
furnish to the Fund such similar reports as may be furnished to it with respect
to each subcustodian and securities depository holding the Fund's assets.
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(g) The Bank will supply to the Fund, care of its investment
adviser, at least monthly a statement in respect to any Property in a Custody
and a Deposit Account held by each subcustodian, including an identification of
the entity having possession of such Property, and the Bank will send to the
Fund an advice or notification of any transfers of Property to or from the
Custody Account and Deposit Account, indicating, as to Property acquired for an
investment portfolio of the Fund, the identity of the entity having physical
possession of such Property. In the absence of the filing in writing with the
Bank by the Fund of exceptions or objections to any such statement within sixty
(60) days of the Fund's receipt of such statement, or within sixty (60) days
after the date that a material defect is reasonably discoverable, the Fund shall
be deemed to have approved such statement and in such case or upon written
approval of the Fund of any such statement the Bank shall, to the extent
permitted by law and provided the Bank has met the standard of care in Section
12 hereunder, be released, relieved and discharged with respect to all matters
and things set forth in such statement as though such statement has been settled
by the decree of a court of competent jurisdiction in an action in which the
Fund and all persons having any equity interest in the Fund were parties.
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(h) The Bank hereby warrants to the Fund that in its opinion,
after due inquiry, the established procedures to be followed by each of its
branches, each branch of a qualified U.S. bank, each eligible foreign custodian,
each subcustodian and each eligible foreign securities depository holding
Securities of the Fund pursuant to this Agreement afford protection for such
Securities at least equal to that afforded by the Bank's established procedures
with respect to similar Securities held by the Bank (and its securities
depositories) in New York.
(i) The Bank hereby warrants to the Fund that as of the date of
this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any
of its liabilities hereunder and hereby agrees to notify the Fund in the event
its Bankers Blanket Bond is canceled or otherwise lapses.
5. Deposit Account Payments. Subject to the provisions of Section 7,
the Bank shall make, or cause its subcustodian to make, payments of cash
credited to a Deposit Account only:
(a) in connection with the purchase of Securities for the
particular Portfolio of the Fund involved and the delivery of such Securities
to, or the crediting of such Securities to the particular Custody Account of the
Bank or its subcustodian, each such payment to be made at prices as confirmed by
Instructions from Authorized Persons (as defined in Section 10 hereof);
(b) for the purchase or redemption of shares of the capital stock
of the particular Portfolio of the Fund involved and the delivery to, or
crediting to the account of, the Bank or its subcustodian of such shares to be
so purchased or redeemed;
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(c) for the payment for the account of the particular Portfolio of
the Fund involved of dividends, interest, taxes, management or supervisory fees,
capital distributions or operating expenses;
(d) for the payments to be made in connection with the conversion,
exchange or surrender of Securities held in a Custody Account;
(e) for spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from Securities or related
transactions;
(f) for other proper corporate purposes of the particular
Portfolio of the Fund involved; or
(g) upon the termination of this Custody Agreement as hereinafter
set forth.
All payments of cash for a purpose permitted by subsection (a), (b),
(c) or (d) of this Section 5 will be made only upon receipt by the Bank of
Instructions from Authorized Persons which shall specify the purpose for which
the payment is to be made and the applicable subsection of this Section 5. In
the case of any payment to be made for the purpose permitted by subsection (f)
of this Section 5, the Bank must first receive a certified copy of a resolution
of the Board of Trustees of the Fund adequately describing such payment,
declaring such purpose to be a proper corporate purpose, and naming the person
or persons to whom such payment shall be made. Any payment pursuant to
subsection (g) of this Section 5 will be made in accordance with Section 17
hereof.
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In the event that any payment for a Portfolio of the Fund made under
this Section 5 exceeds the funds available in that Portfolio's Deposit Account,
the Bank may, in its discretion, advance the Fund on behalf of that Portfolio an
amount equal to such excess and such advance shall be deemed a loan from the
Bank to that Portfolio payable on demand, bearing interest at the rate of
interest customarily charged by the Bank on similar loans. If the Bank causes a
Deposit Account to be credited on the payable date for interest, dividends or
redemptions, the particular Portfolio of the Fund involved will promptly return
to the Bank any such amount or property so credited upon oral or written
notification that neither the Bank nor its subcustodian can collect such amount
or property in the ordinary course of business. The Bank or its subcustodian, as
the case may be, shall have no duty or obligation to institute legal
proceedings, file a claim or proof of claim in any insolvency proceeding or take
any other action with respect to the collection of such amount or property
beyond its ordinary collection procedures.
6. Custody Account Transactions. Subject to the provisions of Section
7, Securities in a Custody Account will be transferred, exchanged or delivered
by the Bank or its subcustodians only:
(a) upon sale of such Securities for the particular Portfolio of
the Fund involved and receipt by the Bank or its subcustodian of payment
therefor, each such payment to be in the amount confirmed by Instructions from
Authorized Persons;
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(b) when such Securities are called, redeemed or retired, or
otherwise become payable;
(c) in exchange for or upon conversion into other Securities alone
or other Securities and cash pursuant to any plan of merger, consolidation,
reorganization, recapitalization or readjustment;
(d) upon conversion of such Securities pursuant to their terms
into other Securities;
(e) upon exercise of subscription, purchase or other similar
rights represented by such Securities;
(f) for the purpose of exchanging interim receipts or temporary
Securities for definitive Securities;
(g) for the purpose of redeeming in-kind shares of the capital
stock of the particular Portfolio of the Fund involved against delivery to the
Bank or its subcustodian of such shares to be redeemed;
(h) in connection with any borrowings by the particular Portfolio
requiring a pledge of Securities, but only against receipt of amounts borrowed;
(i) in connection with any loans, but only against receipt of
adequate collateral as specified in Instructions which shall reflect any
restrictions applicable to the Fund;
(j) for delivery in accordance with the provisions of any
agreement among the Fund, the Bank and a broker-dealer registered under the
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Securities Exchange Act of 1934 (the "Exchange Act") and a member of the
National Association of Securities Dealers, Inc. relating to compliance with
the rules of The Options Clearing Corporation and of any registered national
securities exchange, or of any similar organizations, regarding escrow or other
arrangements in connection with transactions by the particular Portfolio;
(k) for release of Securities to designated brokers under covered
call options, provided, however, that such Securities shall be released only
upon payment to the Bank of monies for the premium due and a receipt for the
Securities which are to be held in escrow. Upon exercise of the option, or at
expiration, the Bank will receive the Securities previously deposited from
brokers. The Bank will act strictly in accordance with Instructions in the
delivery of Securities to be held in escrow and will have no responsibility or
liability for any such Securities which are not returned promptly when due other
than to make proper request for such return.
(l) for other proper corporate purposes of the particular
Portfolio of the Fund involved; or
(m) upon the termination of this Custody Agreement as hereinafter
set forth.
All transfers, exchanges or deliveries of Securities in a Custody
Account for a purpose permitted by either subsection (a), (b), (c), (d), (e) or
(f) of this Section 6 will be made, except as provided in Section 8 hereof, only
upon receipt by the Bank of Instructions from Authorized Persons which shall
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specify the purpose of the transfer, exchange or delivery to be made and the
applicable subsection of this Section 6. In the case of any transfer or delivery
to be made for the purpose permitted by subsection (g) of this Section 6, the
Bank must first receive Instructions from Authorized Persons specifying the
shares held by the Bank or its subcustodian to be so transferred or delivered
and naming the person or persons to whom transfers or delivery of such shares
shall be made. In the case of any transfer, exchange or delivery to be made for
the purpose permitted by subsection (h) of this Section 6, the Bank must first
receive a certified copy of a resolution of the Board of Trustees of the Fund
adequately describing such transfer, exchange or delivery, declaring such
purpose to be a proper corporate purpose, and naming the person or persons to
whom delivery of such Securities shall be made. Any transfer or delivery
pursuant to subsection (m) of this Section 6 will be made in accordance with
Section 17 hereof.
7. Custody Account Procedures. With respect to any transaction
involving Securities held in or to be acquired for a Custody Account, the Bank
in its discretion may cause the Deposit Account for the particular Portfolio of
the Fund involved to be credited on the contractual settlement date with the
proceeds of any sale or exchange of Securities from the particular Custody
Account and to be debited on the contractual settlement date for the cost of
Securities purchased or acquired for the particular Custody Account. The Bank
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may reverse any such credit or debit if the transaction with respect to which
such credit or debit was made fails to settle within a reasonable period,
determined by the Bank in its discretion, after the contractual settlement date,
except that if any Securities delivered pursuant to this Section 7 are returned
by the recipient thereof, the Bank may cause any such credits and debits to be
reversed at any time. With respect to any transactions as to which the Bank does
not determine so to credit or debit the particular Deposit Account, the proceeds
from the sale or exchange of Securities will be credited and the cost of such
Securities purchased or acquired will be debited to the particular Deposit
Account on the date such proceeds or Securities are received by the Bank.
Notwithstanding the preceding paragraph, settlement and payment for
Securities received for, and delivery of Securities out of, a Custody Account
may be effected in accordance with the customary or established securities
trading or securities processing practices and procedures in the jurisdiction or
market in which the transaction occurs, including, without limitation,
delivering Securities to the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) against a receipt with the expectation of
receiving later payment for such Securities from such purchaser or dealer.
8. Actions of the Bank. Until the Bank receives Instructions from
Authorized Persons to the contrary, the Bank will, or will instruct its
subcustodian, to:
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(a) present for payment any Securities in a Custody Account which
are called, redeemed or retired or otherwise become payable and all coupons and
other income items which call for payment upon presentation to the extent that
the Bank or subcustodian is aware of such opportunities for payment, and hold
cash received upon presentation of such Securities in accordance with the
provisions of Sections 2, 3 and 4 hereof;
(b) in respect of Securities in a Custody Account, execute in the
name of the Fund on behalf of the particular Portfolio involved such ownership
and other certificates as may be required to obtain payments in respect thereof;
(c) exchange interim receipts or temporary Securities in a Custody
Account for definitive Securities;
(d) (if applicable) convert monies received with respect to
Securities of foreign issue into United States dollars or any other currency
necessary to effect any transaction involving the Securities whenever it is
practicable to do so through customary banking channels, using any method or
agency available, including, but not limited to, the facilities of the Bank, its
subsidiaries, affiliates or subcustodians;
(e) (if applicable) appoint brokers and agents for any transaction
involving the Securities in a Custody Account, including, without limitation,
affiliates of the Bank or any subcustodian; and
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(f) reclaim taxes withheld by foreign issuers where reclaim is
possible, provided that Bank has been provided with all documentation it may
require.
9. Instructions. As used in this Agreement, the term "Instructions"
means instructions of the Fund received by the Bank via telephone, telex, TWX,
facsimile transmission, bank wire or other teleprocess or electronic instruction
system acceptable to the Bank which the Bank believes in good faith to have been
given by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Bank may specify.
Any Instructions delivered to the Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but the particular Portfolio
of the Fund involved will hold the Bank harmless for the Fund's (i) failure to
send such confirmation in writing, or (ii) the failure of such confirmation to
conform to the telephone Instructions received. Unless otherwise expressly
provided, all Instructions shall continue in full force and effect until
canceled or superseded. If the Bank requires test arrangements, authentication
methods or other security devices to be used with respect to Instructions, any
Instructions given by the Fund thereafter shall be given and processed in
accordance with such terms and conditions for the use of such arrangements,
methods or devices as the Bank may put into effect and modify from time to time.
The Fund shall safeguard any testkeys, identification codes or other security
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devices which the Bank shall make available to them. The Bank may electronically
record any Instructions given by telephone, and any other telephone discussions,
with respect to a Custody Account.
10. Authorized Persons. As used in this Agreement, the term "Authorized
Persons" means such officers or such agents of the Fund as have been designated
by a resolution of the Board of Trustees of the Fund, a certified copy of which
has been provided to the Bank, to act on behalf of the Fund in the performance
of any acts which Authorized Persons may do under this Agreement. Such persons
shall continue to be Authorized Persons until such time as the Bank receives
Instructions from Authorized Persons that any such officer or agent is no longer
an Authorized Person.
11. Nominees. Securities in a Custody Account which are ordinarily held
in registered form may be registered in the name of the Bank's nominee or, as to
any Securities in the possession of an entity other than the Bank, in the name
of such entity's nominee. The particular Portfolio of the Fund involved agrees
to hold any such nominee harmless from any liability as a holder of record of
such Securities, but not if such liability is a result of such nominee's
negligence. The Bank may without notice to the Fund cause any such Securities to
cease to be registered in the name of any such nominee and to be registered in
the name of the Fund. In the event that any Securities registered in the name of
the Bank's nominee or held by one of its subcustodians and registered in the
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name of such subcustodian's nominee are called for partial redemption by the
issuer of such Security, the Bank may allot, or cause to be allotted, the
called portion to the respective beneficial holders of such class of security
in any manner the Bank deems to be fair and equitable.
12. Standard of Care.
(a) The Bank shall be obligated to perform only such duties as are
set forth in this Agreement or expressly contained in instructions given to Bank
which are consistent with the provisions of this Agreement.
(i) The Bank will use reasonable care with respect to its
obligations under this Agreement and the safekeeping of
Property. The Bank shall be liable to the Fund for any loss
which shall occur as the result of the failure of a
subcustodian or an eligible foreign securities depository to
exercise reasonable care with respect to the safekeeping of
such Property to the same extent that the Bank would be liable
to the Fund if the Bank were holding such Property in New
York. In the event of any loss to the Fund by reason of the
failure of the Bank or its subcustodian or an eligible foreign
securities depository to exercise reasonable care, the Bank
shall be liable to the Fund only to the extent the Fund's
direct damages and expenses, to be determined based on, but
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not limited to, 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.
(ii) The Bank will not be responsible for any act, omission,
default or for the solvency of any broker or agent (other than
as provided herein) which it or a subcustodian appoints and
uses unless such appointment and use were made or done
negligently or in bad faith.
(iii) The Bank shall be indemnified by, and without liability
to the Fund and the particular Portfolio of the Fund involved
for any action taken or omitted by the Bank whether pursuant
to Instructions or otherwise within the scope of this
Agreement if such act or omission was in good faith and
without negligence. In performing its obligations under this
Agreement, the Bank may rely on the genuineness of any
document which it believes in good faith and without
negligence to have been validly executed.
(iv) The Fund, on behalf of the particular Portfolio of the
Fund involved, agrees to cause such Portfolio to pay for and
hold the Bank harmless from any liability or loss resulting
from the imposition or assessment of any taxes or other
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governmental charges, and any related expenses with respect to
income from or Property in such Portfolio's Custody Account
and Deposit Account.
(v) The Bank shall be entitled to rely, and may act upon the
advice of counsel (who may be counsel for the Fund) on all
matters and shall be without liability for any action
reasonably taken or omitted in good faith and without
negligence pursuant to such advice.
(vi) The Bank need not maintain any insurance for the
exclusive benefit of the Fund.
(vii) Without limiting the foregoing, the Bank shall not be
liable for any loss which results from:
1) the general risk of investing, or
2) subject to Section 12(a)(i) hereof, investing or
holding Property in a particular country including, but not
limited to, losses resulting from nationalization,
expropriation or other governmental actions; regulation of the
banking or securities industry; currency restrictions,
devaluations or fluctuations; and market conditions which
prevent the orderly execution of securities transactions or
affect the value of Property.
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(viii) No party shall be liable to the other for any loss due
to forces beyond its control including but not limited to
strikes or work stoppages, acts of war or terrorism,
insurrection, revolution, nuclear fusion, fission or
radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of
this Section 12, it is specifically acknowledged that the Bank shall have no
duty or responsibility to:
(i) Question Instructions or make any suggestions to the Fund
or an Authorized Person regarding such Instructions;
(ii) Supervise or make recommendations with respect to
investments or the retention of Securities;
(iii) Subject to Section 12(a)(ii) hereof, evaluate or report
to the Fund or an Authorized Person regarding the financial
condition of any broker, agent or other party to which
Securities are delivered or payments are made pursuant to this
Agreement; or
(iv) Review or reconcile trade confirmations received from
brokers.
(c) The Bank shall provide to the Fund, on an annual basis, a
report confirming that the arrangements hereunder remain in compliance with the
rules of the Securities and Exchange Commission governing such arrangements.
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13. Compliance with Securities and Exchange Commission Rules and
Orders. Except to the extent the Bank has specifically agreed pursuant to this
Agreement or in an exemptive order to comply with a condition of Rule 17f-5 or
any interpretation or exemptive order promulgated thereunder by or under the
authority of the Securities and Exchange Commission, the Fund shall be solely
responsible to assure that the maintenance of Securities and cash under this
Agreement complies with such Rule 17f-5.
14. Corporate Actions.
(a) With respect to domestic U.S. and Canadian Securities (the
latter only when held with DTC), the Bank will send to the Customer or the
Authorized Person for a Custody Account such proxies (signed in blank, if issued
in the name of the Bank's nominee or the nominee of a central depository) and
communications with respect to Securities in the Custody Account as call for
voting or relate to legal proceedings within a reasonable time after sufficient
copies are received by the Bank for forwarding to its customers. In addition,
the Bank will follow coupon payments, redemptions, exchanges or similar matters
with respect to Securities in the Custody Account and advise the Customer or the
Authorized Person for such Account of rights issued, tender offers or any other
discretionary rights with respect to such Securities, in each case, of which the
Bank has received notice from the issuer of the Securities, or as to which
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notice is published in publications routinely utilized by the
Bank for this purpose.
(b) With respect to proxies and Corporate Actions (as defined
below) not covered by paragraph (a) of this Section 14:
(i) Whenever the Bank or its subcustodian receives information
concerning the Securities which requires discretionary action
by the beneficial owner of the Securities (other than a
proxy), such as subscription rights, bonus issues, stock
repurchase plans and rights offerings, or legal notices or
other material intended to be transmitted to securities
holders ("Corporate Actions"), the Bank will give the Fund
notice of such Corporate Actions to the extent that the Bank's
central corporate actions department has actual knowledge of a
Corporate Action in time to notify its customers.
(ii) When a rights entitlement or a fractional interest
resulting from a rights issue, stock dividend, stock split or
similar Corporate Action is received which bears an expiration
date, the Bank or its subcustodians will endeavor to obtain
Instructions from the Fund or its Authorized Persons, but if
Instructions are not received in time for the Bank to take
timely action, or actual notice of such Corporate Action was
received too late to seek Instructions, the Bank is
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authorized to sell such rights entitlement or fractional
interest and to credit the applicable Deposit Account with the
proceeds and to take any other action it deems in good faith
to be appropriate in which case, provided it has met the
standard of care in Section 12 hereof, it shall be held
harmless by the particular Portfolio of the Fund involved for
any such action.
(iii) Proxies will only be voted pursuant to special
arrangements which may have been agreed to in writing between
the parties hereto.
15. Fees and Expenses. The Fund agrees to pay the Bank from time to
time such compensation for its services pursuant to this Agreement as may be
mutually agreed upon in writing from time to time and the Bank's out-of-pocket
or incidental expenses, including (but without limitation) reasonable legal
fees. The Fund hereby agrees on behalf of its respective Portfolios to cause the
particular Portfolio of the Fund involved to hold the Bank harmless from any
liability or loss resulting from any taxes or other governmental charges, and
any expenses related thereto, which may be imposed, or assessed with respect to
such Portfolio's Custody Account and also agrees on behalf of its respective
Portfolios to cause the particular Portfolio of the Fund involved to hold the
Bank, its subcustodians, and their respective nominees harmless from any
liability as a record holder of Securities in such Portfolio's Custody Account.
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The Bank is authorized to charge any account of the particular Portfolio of the
Fund involved for such items specified in the previous sentence and the Bank
shall have a lien on Securities in such Portfolio's Custody Account and on cash
in such Portfolio's Deposit Account for any amount owing to the Bank in
connection with such Portfolio from time to time under this Agreement.
16. Effectiveness. This Agreement shall be effective on the date first
noted above.
17. Termination. This Agreement may be terminated by the Fund or the
Bank by 60 days' written notice to the other, sent by registered mail. If notice
of termination is given by the Bank, the Fund shall, within 60 days following
the giving of such notice, deliver to the Bank a certified copy of a resolution
of the Board of Trustees of the Fund specifying the names of the persons to whom
the Bank shall deliver such Securities and cash, after deducting therefrom any
amounts which the Bank determines to be owed to it under Section 15 hereof. If
within 60 days following the giving of a notice of termination by the Bank, the
Bank does not receive from the Fund a certified copy of a resolution of the
Board of Trustees of the Fund specifying the names of the persons to whom the
cash in each Deposit Account shall be paid and to whom the Securities in each
Custody Account shall be delivered, the Bank, at its election, may deliver such
Securities and pay such cash to a bank or trust company doing business in the
State of New York and qualified as a custodian under the Investment Company Act
-25-
of 1940 and other applicable rules and regulations to be held and disposed of
pursuant to the provisions of this Agreement, or to Authorized Persons, or may
continue to hold such Securities and cash until a certified copy of one or more
resolutions as aforesaid is delivered to the Bank. The obligations of the
parties hereto regarding the use of reasonable care, indemnities and payment of
fees and expenses shall survive the termination of this Agreement, and the
obligations of each Portfolio of the Fund to indemnify and/or hold harmless
other persons or entities under this Agreement shall be the several (and not the
joint or joint and several) obligation of each Portfolio of the Fund.
18. Notices. Any notice or other communication from the Fund to the
Bank is to be sent to the office of the Bank at:
The Chase Manhattan Bank, X.X.
Xxxxx XxxxxXxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Global Custody Division
or such other address as may hereafter be given to the Fund in accordance with
the notice provisions hereunder, and any notice from the Bank to the Fund is to
be mailed postage prepaid, addressed to the Fund at the addresses appearing
below, or as the same may hereafter be changed on the Bank's records in
accordance with notice hereunder from the Fund.
19. Governing Law and Successors and Assigns. This Agreement shall be
governed by the law of the State of New York and shall not be assignable by any
party without prior written consent of the other party, and shall bind the
successors and assigns of the Fund and the Bank.
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20. Names. The names "The Glenmede Portfolios" and "Board of Trustees
of The Glenmede Portfolios" refer respectively to the Fund created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Master Trust Agreement dated March 3, 1992, which is hereby
referred to and a copy of which is on file at the office of the state Secretary
of the Commonwealth of Massachusetts and at the principal office of the Fund.
The obligations of "The Glenmede Portfolios" entered into in the name or on
behalf thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, or representatives of the Fund personally, but bind only
the Fund Property, and all persons dealing with any class of shares of the Fund
must look solely to the Fund Property belonging to such class for the
enforcement of any claims against the Fund.
21. Headings. The headings of the paragraphs hereof are included for
convenience of reference only and do not form a part of this Agreement.
22. Counterpart Execution. This Agreement may be executed in any number
of counterparts with the same effect as if all parties hereto had signed the
same document. All counterparts shall be construed together and shall constitute
one agreement.
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23. Confidentiality. Bank agrees on behalf of itself and its employees
to treat confidentially all records and other information relative to the Fund
and its prior, present, or potential shareholders, except, after prior
notification to and approval in writing by the Fund which approval shall not be
unreasonably withheld and may not be withheld where Bank may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Address for record:
0 XxxxxXxxx Xxxxxx
------------------------------------
Xxxxxxxx, Xxx Xxxx
------------------------------------
THE GLENMEDE PORTFOLIOS
By: /s/Xxxx X. Xxxxxx, Xx.
-----------------------------------
Address for record:
One Liberty Place
------------------------------------
0000 Xxxxxx Xxxxxx, Xxxxx 0000
------------------------------------
Xxxxxxxxxxxx, XX 00000-0000
------------------------------------
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EXHIBIT A
Portfolios covered by the Custodian Agreement between The Chase Manhattan Bank,
N.A. and The Glenmede Portfolios.
Muni Intermediate Portfolio
New Jersey Muni Portfolio
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