EXHIBIT 8
FORM OF CUSTODY AGREEMENT
[INST/FIN]
DOMESTIC CUSTODY AGREEMENT
To: The Chase Manhattan Bank
Institutional Client Services
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We hereby request you to open and to maintain a separate Custody
Account in the name of EQ Advisors Trust (the "Trust") on behalf of each of
the Trust's Portfolios designated in Appendix A. We further request that you
hold therein as our custodian, upon the following terms and conditions (but
only to the extent those terms and conditions are consistent with the
investment objectives, policies and restrictions of each Portfolio, as well as
with applicable law), all stocks, bonds, rights, warrants and other negotiable
and non-negotiable paper issued in certificated or book-entry form and
commonly treated or dealt with on securities exchanges or securities markets
as shall be received by and acceptable to you and the Trust for the Custody
Account (hereinafter referred to as "securities"). As used herein, the term
Custody Account shall include all such Custody Accounts opened pursuant to
this Domestic Custody Agreement (the "Agreement").
Securities held by you for the Custody Account shall be segregated at
all times from your proprietary assets, and from the assets of any other
account holder for which you serve as custodian or in any other capacity.
1. TRANSACTIONS. Unless you receive contrary written instructions
from us, and subject to the provisions of this Agreement and applicable law,
you are authorized and instructed:
(a) to collect on a timely basis and/or receive all income,
dividends and other payments payable on the securities to which the
Portfolios are entitled either by law or pursuant to custom in the
securities business, and (except as hereinafter set forth in the
section entitled "Miscellaneous") to credit such payments to the
demand deposit cash account of the appropriate Portfolio as
designated by us to receive all sums collected in respect of
transactions to the Custody Account (each such account a "Cash
Account");
(b) to credit all proceeds received from sales and
redemptions of securities to the Cash Account:
(c) to debit the Cash Account for the cost of acquiring
securities for the Custody Account. Cost is deemed to consist of the
price of the security plus brokerage fees. You will be responsible
for administrative expenses associated with the acquisition;
(d) to present obligations (including coupons) for payment
upon maturity, when called for redemption and when income payments
are due;
(e) to exchange securities for other securities where the
exchange is purely ministerial as, for example, the exchange of
securities in temporary form for securities in definitive form or the
mandatory exchange of certificates;
(f) to sell fractional interests resulting from a stock
split or a stock dividend and to credit the Cash Account with the
proceeds thereof;
(g) to execute in our name, whenever you deem it
appropriate, such ownership and other certificates as may be required
to obtain payments with respect to, or to effect the sale, transfer
or other disposition of, securities in the Custody Account and to
guarantee as our signature the signature so affixed;
(h) to receive and hold in the Custody Account securities
which have transfer limitations imposed upon them by the Securities
Act of 1933, as amended, but only to the extent those securities do
not exceed the 10% or 15% limitation, or as otherwise permitted or
restricted by law or undertaking; and
(i) to convert moneys received with respect to securities of
foreign issue into United States dollars whenever it is practical to
do so through customary banking channels. In effecting such
conversion you may use any method or agency available to you,
including the facilities of your own divisions, subsidiaries or
affiliates. To the extent you act in good faith in accordance with
custom in the securities business, and consistent with the investment
objectives, policies and restrictions of the Portfolios, you shall
incur no liability on account of any loss suffered or expense
incurred as a result of such conversion, including, without
limitation, losses arising from fluctuations in exchange rates
affecting any such conversion.
2. INSTRUCTIONS. You are authorized to rely and act upon all written
instructions given or purported to be given by one or more officers, employees
or agents of ours (i) authorized by or in accordance with a corporate
resolution of ours delivered to you or (ii) described as authorized in a
certificate delivered to you by our Secretary or an Assistant Secretary or
similar officer of ours (each such officer, employee or agent or combination
of officers, employees and agents authorized pursuant to clause (i) or
described pursuant to clause (ii) of this paragraph is hereinafter referred to
as an "Authorized Officer". (The term "instructions" includes, without
limitation, instructions to sell, assign, transfer, deliver, purchase or
receive for the Custody Account, any and all stocks, bonds and other
securities or to transfer funds in the Cash Account. Instructions must set
forth the specific transaction or type of transaction involved, including a
statement of the purpose for which the action is requested, and may be a
blanket instruction authorizing specific transactions of a routine nature or
occurring repeatedly.) You may also rely and act upon instructions when
bearing or purporting to bear the facsimile signature of any of the
individuals designated by an Authorized Officer if such facsimile signature or
signatures
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resemble(s) the facsimile specimen or specimens from time to time furnished to
you by any of such Authorized Officers, our Secretary or an Assistant
Secretary or similar officer of ours in writing, addressed to you, indicating
that the signatures are those belonging to persons authorized to give
instructions with respect to the Portfolios. In addition, you may rely and act
upon instructions received by telephone, telex, TWX, facsimile transmission,
bank wire or other teleprocess or electronic instruction or trade information
system acceptable to both you and us which you believe in good faith to have
been given by an Authorized Officer or which are transmitted with proper
testing or authentication pursuant to terms and conditions agreed by both of
us. You may also rely and act upon instructions transmitted electronically
through your TITAN Data Entry System or any similar electronic instruction
system acceptable to both of us, subject to the appropriate verification
procedures as we, the parties, establish. You shall incur no liability to us
or otherwise as a result of any act or omission by you in accordance with
instructions on which you are authorized to rely pursuant to the provisions of
this paragraph. Any instructions delivered to you by telephone shall promptly
thereafter be confirmed in writing by an Authorized Officer, but you shall
incur no liability for our failure to send such confirmation in writing, the
failure of any such written confirmation to conform to the telephone
instructions which you received, the failure of any such written confirmation
to be signed or properly signed, or your failure to produce such confirmation
at any subsequent time. You shall incur no liability for refraining from
acting upon any instructions which for any reason you, in good faith, are
unable to verify to your own satisfaction. Notwithstanding the foregoing, you
are required immediately to notify us of any discrepancies between oral and
written instructions, the lack of a valid signature, and with respect to
instructions you choose not to follow, and you will incur liability for
failure to so notify us. With respect to instructions received hereunder to
transfer funds from the Cash Account to any other account or party, we agree
to implement any callback or other authentication method or procedure or
security device to which we together agree from time to time. Unless otherwise
expressly provided, blanket instructions authorizing specific transactions of
a routine nature or occurring repeatedly shall continue in full force and
effect until canceled or superseded by subsequent authorizations or
instructions received by your safekeeping account administrator with
reasonable opportunity to act thereon. Your authorization to rely and act upon
instructions pursuant to this paragraph shall be in addition to, and shall not
limit, any other authorization which we may give you regarding our accounts
with you.
We agree that, if you require test arrangements, authentication
methods or procedures or other security devices to be used with respect to
instructions which we may give hereunder, thereafter instructions given by us
shall be given and processed in accordance with terms and conditions for the
use of such arrangements, methods or procedures or devices as you we together
put into effect and modify from time to time. We shall take reasonable steps
to safeguard any test keys, identification codes or other security devices
which you make available to us and agree that we shall be responsible for any
loss, liability or damage incurred by you or by us as a result of your acting
in accordance with instructions from any unauthorized person using the proper
security device; except that we will not be responsible for your actions where
you had reason to know that the instructions were given by an unauthorized
person and you failed to take any action. Both of us may electronically record
any instructions given by
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telephone, and any other telephone discussions with respect to the Custody
Account or transactions pursuant to this Agreement.
If you are instructed by us to purchase or sell securities for the
Custody Account you may enter purchase and sale orders and confirmations, and
perform any other acts incidental or necessary to the performance thereof with
brokers or dealers or similar agents selected by you, including any broker or
dealer or similar agent affiliated with you, for our account, and at the risk
level consistent with accepted industry practices in the relevant market.
Except as may be provided otherwise herein or prohibited by
applicable law or regulatory interpretation, you are authorized to execute our
instructions and take other actions pursuant to this Agreement in accordance
with your customary processing practices for customers similar to us and, in
accordance with such practices, you may retain agents qualified to act for our
benefit under the Investment Company Act of 1940 ("1940 Act"), including
subsidiaries or affiliates of yours, to perform certain of such functions.
In acting upon instructions to deliver securities against payment,
you are authorized, to the extent you deem the practice under the
circumstances to be in accordance with customary securities processing
practices, to deliver such securities to the purchaser thereof or dealer
therefor (including to an agent for any such purchaser or dealer) against a
receipt, with the expectation of collecting payment from the purchaser, dealer
or agent to whom the securities were so delivered before the close of business
on the same day. The decision to deliver securities against a receipt instead
of payment having been made in your sole discretion, you shall be responsible
to the Portfolios for payments not so collected and you will credit the
affected Portfolio(s) from your own accounts at your own expense prior to the
close of business on the same day.
3. REGISTRATION. Unless you receive contrary instructions from us,
you are authorized to keep securities in your own vaults or in book entry form
registered in the name of the Portfolio or in the name of one or more of your
nominees assigned exclusively to the Portfolio, unless we have authorized in
writing the appointment of a nominee to be used in common with other
portfolios or registered investment companies having the same investment
adviser as any of the Portfolios, or in the name of any agent or subcustodian
appointed pursuant to the terms of this Agreement. Where securities are
eligible for deposit in a Depository (hereinafter defined), such as The
Depository Trust Company, the Federal Reserve Bank of New York or Participants
Trust Company, you may use any such Depository and permit the registration of
registered securities in the name of its nominee or nominees, and we agree to
hold you and the nominees harmless from any liability as holders of record. We
shall accept the return or delivery of securities of the same class and
denomination as those deposited with you by us or otherwise received by you
for the Custody Account, and you need not retain the particular certificates
so deposited or received.
If any of our securities registered in your name or the name of your
nominee or held in a Depository and registered in the name of the Depository's
nominee are called for partial
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redemption by the issuer of such securities, you are authorized to allot the
called portion to the respective beneficial holders of the securities in any
manner deemed to be fair and equitable in your sole discretion, as is
consistent with the requirements of all applicable laws.
4. SEGREGATED ACCOUNT. You will, upon receipt of instructions,
establish and maintain a segregated account or accounts for and on behalf of
each Portfolio, into which may be transferred cash and/or securities:
(a) in accordance with the provisions of any agreement
among the Trust, the Custodian and a broker-dealer
(registered under the Securities Exchange Act of 1934
("Exchange Act") and a member of the National
Association of Securities Dealers, Inc. ("NASD"), or
any futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with the
rules of the Options Clearing Corporation and of any
registered national securities exchange (or the
Commodity Futures Trading Commission or any registered
contract market), or of any similar organization,
regarding escrow or other arrangements in connection
with the transactions by a Portfolio;
(b) for purposes of segregating cash or government
securities in connection with options purchased or sold
or written by a portfolio;
(c) for the purpose of compliance by the Trust with the
procedures required by 1940 Act Release No. 10,666, or
any subsequent release, rule or policy of the
Securities and Exchange Commission ("SEC") relating to
the maintenance of segregated accounts by registered
investment companies; and
(d) for other proper corporate purposes, but only in the
case of this clause upon receipt of, in addition to
instructions as defined below, a certified copy of a
resolution of the Board of Trustees setting forth the
purpose of such segregated account and declaring such
purposes to be proper corporate purposes.
5. STATEMENTS. You shall notify us of each securities transaction
effected for the Custody Account and of income on and redemptions of the
securities in the Custody Account, as well as furnish us a listing of such
securities, at such times upon which you and we mutually agree. Periodic
statements shall be rendered to us as we may reasonably require, but not less
frequently than monthly. You shall at all times maintain proper books and
records that shall identify the securities as belonging to the appropriate
Portfolio. Your books and records relating to the Custody Account shall be
available for inspection upon reasonable notice to you during your regular
business hours by duly authorized officers, employees, or agents of ours, or
by legally authorized regulatory officials who are then in the process of
reviewing our financial affairs upon proof to you of such official status. You
agree to use reasonable efforts to maintain
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records sufficient to enable us to determine and verify information concerning
the custodied securities. You agree to furnish, upon our request or the
request of any regulatory authority of any jurisdiction in which we are
authorized to do business, a verification certificate in sufficient detail to
permit adequate identification of the securities belonging to each Portfolio
and held by you under the terms of this Agreement. Such certificate shall be
signed by a responsible official of yours and furnished to the requestor, with
a copy to us if the requestor is a regulatory authority.
Unless we shall send to you a written exception or objection to any
statement of account within 60 days of our receipt of such statement from you,
we shall be deemed to have approved such statement. In such event, or where we
have otherwise approved such statement, you 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; provided, however,
that any matter that could not reasonably have been known by us or our agents
during the 60-day period shall survive past that time limit, and we shall have
available to us all legal remedies with respect to any matter set forth in or
reasonably implied from the statement.
6. CORPORATE ACTIONS. You shall send us such proxies (signed in
blank, if issued in your name or the name of your nominee or a nominee of a
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 you for forwarding to customers.
In addition, you shall follow coupon payments, redemptions, exchanges or
similar matters with respect to securities in the Custody Account and advise
us of rights issued, tender offers or any other discretionary rights with
respect to such securities, in each case, of which you receive notice at your
central corporate actions department from the issuer or from the Depository in
which such securities are held or notice published in publications and
reported in reporting services routinely used by you for this purpose. If we
desire to take action with respect to any tender offer, exchange offer or any
other similar transaction, we will notify you at least three (3) business-days
prior to the time such action must be taken under the terms of the
transaction, and it will be your responsibility to transmit the notice to the
appropriate parties on a timely basis. If we do not notify you of our desired
action within the three (3) business-day period, you will use your best
efforts to transmit on a timely basis our notice to the appropriate person,
but you will not be liable for any failure to do so if such transmission was
not practicable.
7. CUSTODIAN RESPONSIBILITY. Except as provided in the next following
paragraph, you shall be obligated to indemnify us for any loss of securities
credited to the Custody Account resulting from (i) the negligence or willful
misconduct of you or your officers, employees or agents retained by you to
hold such securities or (ii) the burglary, robbery, hold-up, theft or
mysterious disappearance, including loss by damage or destruction. In the
event of a loss of securities in the Custody Account for which you are
required to indemnify us pursuant to the immediately preceding sentence, at
your option, you shall promptly replace such securities (by among other means
posting appropriate security or bond with the issuer(s) of such securities and
obtaining their reissue) or the value thereof (determined based upon the
market value of the securities which are the subject of such loss as of the
date of the discovery of such loss) and the
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value of any loss of rights or privileges resulting from the loss of such
securities. The foregoing indemnity shall be your exclusive liability to us
for your loss of securities from the Custody Account. You shall be responsible
for exercising good faith and reasonable care in carrying out your duties and
obligations under this Agreement. In respect of all your other duties and
obligations pursuant to the terms of this Agreement, you shall be liable to us
only to the extent of our general damages suffered or incurred as a result of
any act or omission of you or your officers, employees or agents which
constitutes negligence or willful misconduct. Such negligence or willful
misconduct may be deemed to have occurred to the extent you fail to carry out
your duties, including the supervisory oversight of your personnel having
responsibilities relating to the Trust or the Portfolios, in good faith with
the reasonable care constituting the standard in the industry as it relates to
the handling of the property of investment companies registered under the 1940
Act. General damages shall mean only those damages as directly and necessarily
result from such act or omission without reference to any special conditions
or circumstances of ours or of any transaction, whether or not you have been
advised of any such special conditions or circumstances. Anything in this
Agreement to the contrary notwithstanding, in no event shall you be liable to
us under this Agreement for special, indirect or consequential loss or damage
of any kind whatsoever, whether or not you are advised as to the possibility
of such loss or damage and regardless of the form of action in which any such
loss or damage may be claimed.
You shall at all times maintain a bond issued by a reputable fidelity
insurance company authorized to do business in the place where the bond is
issued. The bond will be issued against larceny and embezzlement, and will
cover each of your officers and employees who may, singly or jointly with
others, have access to our securities or funds, either directly or through
authority to receive and carry out any certificate instruction, order request,
note or other instrument required or permitted by this Agreement. You agree
that you will not cancel, terminate or modify the bond so as to affect us
adversely, except after written notice to us not less than ten (10) days prior
to the effective date of such cancellation, termination or modification. You
will furnish us with a copy of each such bond and each amendment thereto.
You shall not be liable for the acts or omissions of (or the
bankruptcy or insolvency of) any Depository. If, however, as a result of any
act or omission of, or the bankruptcy or insolvency of, any Depository we
suffer any loss or liability, you will take such steps with respect thereto in
order to effect a recovery as you shall reasonably deem appropriate under the
circumstances (including the bringing and settling of legal proceedings),
provided that unless you shall be liable as set forth in the immediately
preceding paragraph of this Agreement, for such loss or liability by virtue of
the negligence or misconduct of you or your officers, employees or agents, the
amount of any cost or expense in effecting, or attempting to effect, such
recovery shall be for our account, and you shall have the right to charge such
cost or expense to the Cash Account. We further agree to be bound by the
Depository rules and procedures applicable to you as a participant in respect
of any securities held by you in your account with such Depository.
"Depository" shall mean a federal reserve bank and any "clearing corporation"
as defined under Article 8 of the New York Uniform Commercial Code, as amended
from time to time.
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All collection and receipt of funds or securities and all payment and
delivery of funds or securities under this Agreement shall be made by you as
our agent, at our risk with respect to our actions or omissions and those of
persons other than you, including, without limitation, the risk associated
with the securities processing practice of delivering securities against a
receipt and the risk that the counterparty in any transaction into which we
enter will not transfer funds or securities or otherwise perform in accordance
with our expectation of its obligations thereunder (including, without
limitation, where, as a result of such nonperformance, a Depository reverses,
or requires repayment of, any credit given in connection with the transfer of
securities).
You will perform all your duties in a timely manner. What constitutes
timeliness in connection with a particular action will be determined by the
standards of the industry as they apply to the specific type of transaction in
question and taking into account relevant facts and circumstances.
In no event shall you be responsible or liable for any loss due to
forces beyond your control, including, but not limited to, acts of God, flood,
fire, nuclear fusion, fission or radiation, war (declared or undeclared),
terrorism, insurrection, revolution, riot, strikes or work stoppages for any
reason, embargo, closure or disruption of any market, government action,
including any laws, ordinances, regulations or the like which restrict or
prohibit the providing of the services contemplated by this Agreement,
inability to obtain equipment or communications facilities, or the error in
transmission of information caused by any machines or systems or the failure
of equipment or interruption of communications facilities, and other causes
whether or not of the same class or kind as specifically named above. In the
event that you are unable substantially to perform for any of the reasons
described in the immediately preceding sentence, you shall so notify us as
soon as reasonably practicable.
You shall be responsible for only those duties expressly stated in
this Agreement or expressly contained in instructions to perform the services
described herein given to you pursuant to the provisions of this Agreement and
accepted by you and. without limiting the foregoing, you shall have no duty or
responsibility:
(a) to supervise the investment of, or make recommendations
with respect to the purchase, retention or sale of, securities relating to the
Custody Account;
(b) with regard to any security in the Custody Account as to
which a default in the payment of principal or interest has occurred, to give
notice of default, make demand for payment or take any other action with
respect to such default;
(c) except as otherwise specifically provided in this
section under the heading "Custodian Responsibility", for any act or omission,
or for the solvency or insolvency, or notice to us of the solvency or
insolvency, of any broker or agent which is selected by you with reasonable
care or by us or any other person to effect any transaction for the Custody
Account or to perform any service under this Agreement;
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(d) to evaluate, or report to us regarding, the financial
condition of any person, firm or corporation to which you deliver securities
or funds pursuant to this Agreement:
(e) for any loss occasioned by delay in the actual receipt
of notice by you of any payment, redemption or other transaction in respect to
which you are authorized to take some action pursuant to this Agreement; or
(f) for any errors or omissions made by any securities
pricing service used by you to value securities credited to the Custody
Account as part of any service subscribed to by us from you.
8. SETTLEMENTS. We agree with you that all credits of securities and
proceeds by you to the Custody Account and the Cash Account, respectively, on
the settlement or payable date shall be provisional when made and you shall be
entitled to reverse any such credits subject to actual receipt or collection
of immediately available funds.
We shall have sufficient immediately available funds each day in the
Cash Account to pay for the settlement of all securities delivered against
payment to you and credited to the Custody Account. Should we fail to have
sufficient immediately available funds in the Cash Account to settle these
deliveries of securities pursuant to the preceding sentence (a "Deficit"),
you, in your sole discretion, may elect (i) to reject the settlement of any or
all of the securities delivered to you that day to the Custody Account, (ii)
to settle the deliveries on our behalf and debit the Cash Account (A) for the
amount of such Deficit and (B) for the amount of the funding or other cost or
expense incurred or sustained by you for our failure to have sufficient
immediately available funds in the Cash Account by the applicable settlement
deadline for you, or (iii) to reverse the posting of the securities credited
to the Custody Account.
You shall have the right to reverse any erroneous or provisional
credit entries to the Cash Account retroactively to the date upon which the
correct entry, or no entry, should have been made.
The foregoing rights are in addition to and not in limitation of any
other rights or remedies available to you under this Agreement or otherwise.
Any advances made by you to us in connection with the purchase, sale,
redemption, transfer or other designation of securities or in connection with
disbursements of funds to any party, which create or result in an overdraft in
the Cash Account shall be deemed a loan by you to us, payable on demand, and
bear interest on the amount of the loan each day that the loan remains unpaid
at your prime rate in effect as announced by you from time to time, plus the
cost to you of any required reserves; subject, however, to any limitations on
borrowing in the Portfolios' registration statement filed with the Securities
and Exchange Commission. We shall also bear the cost of any Federal Reserve
Bank daylight overdraft charge incurred by you and allocated to transactions
effected for the Custody Account or the Cash Account.
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No prior action or course of dealing on your part with respect to the
settlement of securities transactions on our behalf shall be used by or give
rise to any claim or action by us against you for your refusal to pay or
settle for a securities transaction we have not timely funded as required
herein.
9. RESPONSIBLE AS PRINCIPAL. We agree that we shall be responsible to
you as a principal for all of our obligations to you arising under or in
connection with this Agreement, notwithstanding that we may be acting on
behalf of other persons, and we warrant our authority to deposit in the
Custody Account and Cash Account, respectively, any securities and funds which
you or your agents receive therefor and to give instructions relative thereto.
We further agree that you shall not be subject to, nor shall your rights and
obligations with respect to this Agreement and the Custody Account or the Cash
Account be affected by, any agreement between us and any such person.
10. CREDITING AND DEBITING PROCEDURES. With respect to all
transactions for the Custody Account and the Cash Account, including, without
limitation, dividend and interest payments and sales and redemptions of
securities, availability of funds credited to the Custody Account and Cash
Account shall be based on the type of funds used in the trade settlement or
payment, including, but not limited to, same day availability for federal or
same day funds and next business day availability for clearing house or next
day funds. Furthermore, with respect to all purchases and sales of securities
for the Custody Account, the proceeds from the sale of securities shall be
credited to the Cash Account on the date proceeds are received by you and the
cost of securities purchased shall be debited to the Cash Account on the date
securities are received by you, unless we request your contractual settlement
service for the Custody Account in which case the following provisions shall
apply with respect to the delivery and receipt of securities for the Custody
Account for those securities and transactions as to which you customarily
offer this service.
(a) When we instruct you to deliver or receive securities,
on the contractual settlement date you shall credit the Cash Account with the
expected proceeds of the transaction and debit the Custody Account for the
securities which we have instructed you to deliver, in the case of deliveries,
and debit the Cash Account for the cost of the securities which we have
instructed you to receive and credit the Custody Account with such securities,
in the case of receives. These credits and debits are provisional accounting
entries which you shall reverse on our instructions and which you may reverse,
even in the absence of instructions from us, if the transaction with respect
to which they were made fails to settle within a reasonable period, determined
by you in your discretion, after the contractual settlement date, but only
upon prior or simultaneous notice to us. If you deliver securities which are
returned by the recipient thereof, you may reverse such credits and debits at
any time. You have no obligation to use this crediting and debiting procedure
with respect to a delivery of securities if we do not have actually in our
account sufficient securities to make the delivery. If we agree in writing,
you may use a different crediting and debiting procedure as long as it is
reasonably customary in the industry, and qualifies under the standard imposed
on you to carry out your duties under this Agreement in good faith using
reasonable care.
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(b) As with other transactions processed by you, your
responsibility with respect to transactions for which you use this crediting
and debiting procedure shall be governed by the provisions of this Custody
Agreement, including the section headed "Custodian Responsibility". We agree
that your using this procedure is not an assurance by you that the transaction
will actually settle on the contractual settlement date and does not impose
any additional responsibility on you with respect to the transaction. Without
limiting your right to reverse credits and debits described above, the account
statements which you furnish to us shall reflect transactions as to which you
use this procedure as if they had actually settled on the contractual
settlement date, unless prior to the date to which the statement relates, you
have reversed such credits and debits.
(c) We agree that you may terminate this contractual
settlement service to us at any time and for any reason.
With respect to securities or transactions as to which you do not
customarily offer this service, you shall (i) in the case of deliveries of
securities, credit the proceeds of the transaction to the Cash Account on the
date they are received by you and debit the securities from the Custody
Account on the date they are delivered by you, and (ii) in the case of
securities received, debit the Cash Account for the cost of such securities
and credit the Custody Account with such securities on the date the securities
are received by you.
11. SWEEP OF CASH BALANCES. You are authorized to arrange for the
investment of cash in the Cash Account in mutual funds (including, without
limitation, the VISTA Money Market Funds and any other mutual fund with
respect to which you or an affiliate or subsidiary of yours serves as an
investment adviser, administrator, shareholder servicing agent, and/or
custodian or subcustodian) or money market accounts (including, without
limitation, accounts of yours or an affiliate or subsidiary of yours) which
you make available for such purposes and which we shall select through
instructions to you, BUT ONLY IF: (i) you do not receive contrary instructions
from us; (ii) our Board of Trustees approves the arrangement; (iii) the
arrangement does not violate any federal or state laws, regulations or
interpretations applicable to us and the Portfolios; and (iv) the arrangement
does not violate any investment objectives, policies or restrictions
applicable to us and the Portfolios. Further, in this regard and in the
absence of prohibitions or contrary instructions, you are authorized to
arrange for the redemption of such mutual fund shares or for the withdrawal of
amounts from such money market accounts as may be necessary to avoid any
potential overdraft hereunder that you perceive based upon the information
available to you at the time of such redemption or withdrawal.
12. OTHER ACCOUNTS. From time to time we may instruct you to open and
maintain more than one Custody Account for us. Unless we and you otherwise
expressly agree, such accounts will be governed by the provisions of this
Agreement.
13. FEES. We agree to pay you compensation for your services pursuant
to this Agreement according to the attached Addendum.
- 11 -
14. EXEMPTION FROM LIEN. Except as otherwise provided in this
Agreement, the securities and other assets held by you for a Portfolio will be
subject to no lien or charge of any kind in your favor or in the favor of any
person claiming through you, but nothing in this Agreement will be deemed to
deprive you of your right to invoke any and all remedies available at law or
equity to called amounts due to you under this Agreement. Neither you nor your
agents have any power or authority to assign, hypothecate, pledge or otherwise
dispose of any securities held by you for a Portfolio, except at our direction
duly given or provided in this Agreement, and only for the account of the
Portfolio.
15. TERMINATION. Either party may terminate this Agreement at any
time upon thirty days written notice. Our obligations pursuant to the
paragraphs under the headings "Registration", "Settlements" and "Fees" shall
survive the termination of this Agreement, to the extent the survival of those
provisions does not violate any applicable law.
16. NOTICES. Notices with respect to termination, specification of
Authorized Officers and terms and conditions for instructions required
hereunder shall be in writing, and shall be deemed to have been duly given if
delivered personally, by courier service or by mail, postage prepaid, to the
following addresses (or to such other address as either party hereto may from
time to time designate by notice duly given in accordance with this
paragraph):
To us at:
To you, to the attention of the individual designated by you
as the safekeeping account administrator for our account, at:
The Chase Manhattan Bank
Institutional Client Services
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
17. CONFIDENTIALITY. You agree to treat as confidential all record
and other information relating to us and the Portfolios and their prior,
present or future shareholders. You agree to keep such information
confidential except when requested to divulge such information by duly
constituted authorities, or when so requested by us. If requested to divulge
confidential information, you will not release the information until you
notify us in writing and receive approval from us in writing. Approval by us
will not be unreasonably withheld and may not be withheld where you may be
exposed to civil or criminal contempt proceedings for failure to comply.
- 12 -
18. GOVERNING LAW, SUCCESSORS AND ASSIGNS, HEADINGS. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to laws as to conflicts of laws, and shall be binding
on our and your respective successors and assigns. We and you hereby
irrevocably submit to the exclusive jurisdiction of the state and federal
courts in the State and County of New York for the purposes of any suit,
action or other proceedings arising out of this Agreement. We and you hereby
irrevocably waive any objection on the ground of venue, forum non conveniens,
or any similar grounds, and irrevocably consent to service of process by mail
or in any manner permitted by New York law. The headings of the paragraphs
hereof are included for convenience of reference only and do not form a part
of this Agreement.
19. INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the
operation of this Agreement, we may from time to time agree on such provisions
interpretive of or in addition to the provision of this Agreement as may in
our joint opinion be consistent with the general tenor of this Agreement. Any
such interpretive or additional provisions will be in a writing signed by both
of us and will be annexed to this Agreement. No interpretive or additional
provisions will contravene any applicable federal or state regulations or any
provision of the Governing Documents of the Trust, nor will they be deemed
amendments to this Agreement. (The term "Governing Documents" refers to the
Trust Instrument, Bylaws and Registration Statement filed under the Securities
Act of 1933, as amended from time to time with regard to the Trust.)
20. DELAWARE BUSINESS TRUST. With respect to the Trust, which is a
party to this Agreement and which is organized as a business trust under the
Delaware Business Trust Act, the term Trust means and refers to the Trustees
serving under the applicable Trust Instrument. It is expressly understood that
the obligations of the Trust under this Agreement will not be binding on any
of the Trustees, Portfolio shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the property of the Trust's
Portfolios.
21. PRIOR PROPOSALS. This Agreement (including any Riders relating to
additional services in respect of the Custody Account we may request of you)
shall contain the complete agreement of the parties hereto with respect to the
Custody Account (except as may be expressly provided to the contrary herein)
and supersedes and replaces any previously made proposals, representations,
warranties or agreements with respect thereto by either or both of the parties
hereto. This Agreement shall become effective upon execution hereof by us and
acceptance by you or as of the effective date of the Trust or its commencement
of operations, as we mutually agree.
22. SEPARABILITY. Any provisions of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
- 13 -
23. RESERVATION OF RIGHT. You shall have the right not to accept for
deposit to the Custody Account any securities which are in a form or condition
which you, in your sole discretion, determine not to be suitable for the
services you provide under this Agreement.
24. ADDITIONAL DUTIES. If we shall ask you to perform duties or
responsibilities not specifically set forth in this Agreement and you choose
to perform such additional duties or responsibilities, you shall be held to
the same standard of care and you shall be entitled to all the protective
provisions (including but not limited to limitation of liability and
indemnification) set forth herein.
25. COUNTERPARTS. This Agreement may be executed in several
counterparts each of which shall be deemed to be an original and together
shall constitute one and the same agreement.
26. MISCELLANEOUS. We understand that we may request to have a
Custody Account established under this Agreement which is not linked to a Cash
Account. We understand further that with respect to any such Custody Account
so established any funds received by you in respect of transactions for such
Custody Account will be credited to the Custody Account and, further, funds
credited to the Custody Account must be transferred by us by means of
instruction (a "payment order") to one of your account administrators assigned
by you for the Custody Account, which you will identify to us. We agree that
payment orders and communications seeking to cancel or amend payment orders
which are issued by telephone, telecopier or in writing shall be subject to a
mutually agreed security procedure and you may execute or pay payment orders
issued in our name when verified by you in accordance with such procedure.
In executing or paying a payment order you may rely upon the
identifying number (e.g. Fedwire routing number or account) or any party as
instructed in the payment order.
With respect to any Custody Account established under this Agreement
which is not linked to a Cash Account, all references to Cash Account shall be
read to mean Custody Account.
- 14 -
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on its behalf by its duly authorized
representative and its seal to be affixed as of ___________________________.
EQ ADVISORS TRUST
By: ____________________________
Title: _________________________
Date: __________________________
THE CHASE MANHATTAN BANK
By: __________________________
Title: _______________________
Date: ________________________
- 15 -
GLOBAL CUSTODY RIDER
TO
DOMESTIC CUSTODY AGREEMENT
FOR
MUTUAL FUNDS
We hereby request you, The Chase Manhattan Bank, to provide to us and
the Portfolios Global Custody Services subject to the terms of our Domestic
Custody Agreement with you, and the terms herein. If there is any conflict
between the terms in our Domestic Custody Agreement and the terms in this
Rider with regard to your providing Global Custody Services to us, the terms
of this Rider shall govern. The terms of this Rider shall be effective as of
the date you commence to provide Global Custody Services to us.
1. Maintenance of Securities and Cash Outside the United States.
Unless our instructions specifically require another location
acceptable to you and permitted under applicable law:
(a) securities shall be held in the country or other jurisdiction in
which the principal trading market for such securities are located, where such
securities are to be presented for payment or where such securities 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 you can comply with our instructions to you, you are authorized
to maintain cash balances on deposit for us with you or one of your
"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 we may direct,
if acceptable to you. For purposes hereof, the term "Affiliate" shall mean an
entity controlling, controlled by, or under common control with, Bank.
If we wish to have any of the securities held in the custody of an
institution other than the established Subcustodians as defined in Section 2
hereof (or their securities depositories), such arrangement must be authorized
by a written agreement, signed by you and us.
2. Subcustodians and Depositories.
You may act under this Rider through the subcustodians listed in
Schedule A hereto with which you have entered into subcustodial agreements
("Subcustodians"). We authorize you to
hold securities recorded to the Custody Account in accounts which you have
established with one or more of your branches or Subcustodians. You and
Subcustodians are authorized to hold any of the securities in your accounts
with any Depository in which you or they participate.
You may add new, replace or remove Subcustodians. We shall be given
reasonable notice by you of any amendment to Schedule A. Upon our request, you
shall identify the name, address and principal place of business of any
Subcustodian of our securities and the name and address of the governmental
agency or other regulatory authority that supervises or regulates such
Subcustodian.
With respect to securities maintained outside the United States, the
terms Subcustodian and securities depositories as used herein shall mean a
branch of a qualified U.S. bank, an eligible foreign custodian or an eligible
foreign securities depository as those terms are defined in Rule 17f-5 under
the 1940 Act.
We represent that our Board of Directors has approved each of the
Subcustodians listed in Schedule A hereto and that our Board has determined
that the use of each Subcustodian is consistent with the best interests of the
Trust, the relevant Portfolios and their shareholders (to the extent such
approvals are required under the 1940 Act). You shall supply us with any
proposed amendment to Schedule A, but you shall not place Trust assets with
proposed Subcustodians until you have received from us evidence of a certified
resolution representing Board approval of such amendment, as required. We have
supplied or shall supply you with certified copies of our Board of Trustees
resolutions with respect to the foregoing prior to your placing securities
with any Subcustodian so approved.
3. Use of Subcustodian.
(a) You shall identify the securities on your books as belonging to
us.
(b) A Subcustodian shall hold the Portfolios' securities in accounts
identified on such Subcustodian's books as for your exclusive benefit as our
agent.
(c) Any securities in the accounts held by a Subcustodian shall be
subject only to the instruction of you or your agent. Any securities held in a
Depository for the account of a Subcustodian shall be subject only to the
directions of such Subcustodian.
(d) Any agreement you enter into with a Subcustodian for holding your
customers' assets shall provide that (i) such assets shall not be subject to
any right, charge, security interest, lien or claim of any kind in favor of
such Subcustodian except for safe custody or administration; (ii) the
beneficial ownership of such assets shall be freely transferable without the
payment of money or value other than for safe custody or administration; (iii)
adequate records will be maintained identifying the assets as belonging to us;
(iv) your officers or auditors employed by you, or other representative of
yours, including, to the extent permitted under applicable law, our
independent public accounts, will be given access to the books and records of
the
- 2 -
Subcustodian relating to its actions under its agreements with you; and (v)
our assets held by the Subcustodian will be subject only to your instructions
or the instructions of your agent. Where securities are deposited by a
Subcustodian with a securities depository, you shall cause the Subcustodian to
identify on its books as belonging to you, as agent, the securities shown on
the Subcustodian's account on the books of such securities depository. The
foregoing shall not apply to the extent of any special agreement or
arrangement made by us with any particular Subcustodian.
4. Global Securities Account Transactions.
(a) Securities shall be transferred, exchanged or delivered by you or
Subcustodian upon receipt by you of instructions which include all information
required by you. Settlement and payment for securities received for, and
delivery of securities 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 securities to a
purchaser, dealer or their agents against a receipt with the expectation of
receiving later payment and free delivery. Delivery of securities out of the
Custody Account may be made in any manner specifically required by our
instructions acceptable to you.
All collections of funds or other property paid or
distributed in respect of securities in the Custody Account shall be made at
our risk. You shall have no liability for any loss occasioned by delay in the
actual receipt of notice by you or by Subcustodians of any payment, redemption
or other transaction regarding securities in the Custody Account in respect of
which you have agreed to take any action under the Agreement.
5. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions. Whenever you receive 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"), you shall give us notice of such Corporate Actions to the extent
that your central corporate actions department has actual knowledge of a
Corporate Action in time to notify your 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, you shall endeavor to obtain
instructions from us or an Authorized Officer, but if instructions are not
received in time for you to take timely action, or actual notice of such
Corporate Action was received too late to seek instructions, you are
authorized to sell such rights entitlement or fractional interest and to
credit the Cash Account with the proceeds or take any other action you deem,
in good faith, to be appropriate in which case you shall be held harmless for
any such action.
- 3 -
(b) Proxy Voting. You shall provide proxy voting services, if elected
by us, in accordance with the terms of the Proxy Voting Services Rider hereto.
Proxy voting services may be provided by you or, in whole or in part, by one
or more third parties appointed by you (which may be your Affiliates);
provided that you shall be liable for the performance of any such third party
to the same extent as you would have been if you performed such services
yourself. If you provide such services, it will be with the recognition of
your assumption of any fiduciary duty we have to vote the shares of any stock
owned consistent with the investment objectives, policies and restrictions of
the Portfolios.
(c) Tax Reclaims.
(i) Subject to the provisions hereof, you 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 securities for our benefit which you believe may be available to
us.
(ii) The provision of tax reclaim services by you is conditional upon
your receiving from us or to the extent beneficially owned by others,
the beneficial owners, of securities (A) a declaration of its
identity and place of residence and (B) certain other documentation
(pro forma copies of which are available from you). We acknowledge
that, if you do not receive such declarations, documentation and
information, additional United Kingdom taxation shall be deducted
from all income received in respect of securities issued outside the
United Kingdom and that U.S. non-resident alien tax or U.S. backup
withholding tax shall be deducted from U.S. source income. We shall
provide to you such documentation and information as you may require
in connection with taxation, and warrant that, when given, this
information shall be true and correct in every respect, not
misleading in any way, and contain all material information. We
undertake to notify you immediately if any such information requires
updating or amendment.
(iii) You shall not be liable to us or any third party for any taxes,
fines or penalties payable by you or us, and shall be indemnified
accordingly, whether these result from the inaccurate completion of
documents by us or any third party, or as a result of the provision
to you or any third party or inaccurate or misleading information or
the withholding of material information by us or any other third
party, or as a result of any delay of any revenue authority or any
other matter beyond your control.
(iv) We confirm that you are authorized to deduct from any cash
received or credited to the Cash Account any taxes or levies required
by any revenue or governmental authority for whatever reason in
respect of the Custody Account.
- 4 -
(v) You shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified
to us from time to time and you may, by notification in writing, at
your absolute discretion, supplement or amend the markets in which
the tax reclaim services are offered. Other than as expressly
provided in this sub-clause, you shall have no responsibility with
regard to our tax position or status in any jurisdiction.
(vi) We confirm that you are authorized to disclose any information
requested by any revenue authority or any governmental body in
relation to us or the securities and/or cash held for us.
(vii) Tax reclaim services may be provided by you or, in whole or in
part, by one or more third parties appointed by you (which may be
your Affiliates); provided that you shall be liable for the
performance of any such third party to the same extent as you would
have been if you performed such services yourself.
6. Nominees.
Securities which are ordinarily held in registered form may be
registered in a nominee name of yours, Subcustodian or Depository, as the case
may be. You may without notice to us cause any such securities to cease to be
registered in the name of any such nominee and to be registered in our name.
We agree to hold you, Subcustodian, Depository and your and their respective
nominees harmless from any liability arising directly or indirectly from your
or their status as a mere record holder of securities in the Custody Account.
7. Standard of Care.
(a) Delete the second paragraph under "Custodian Responsibility" and
insert, in lieu thereof, the following
You shall be liable to us for any loss which shall occur as the
result of the failure of a Subcustodian to exercise reasonable care
with respect to the safekeeping of securities to the same extent that
you would be liable to us if you were holding such securities in New
York. In the event of any loss to us by reason of the failure of a
Subcustodian to utilize reasonable care, you shall be liable to us
only to the extent of our 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. You shall have no liability
whatsoever for any consequential, special, indirect or speculative
loss or damages (including, but not limited to, lost profits)
suffered by us in connection with the transactions contemplated
hereby and the relationship established hereby even if you have been
advised as to the possibility of the same and regardless of the form
of the action. You shall not be responsible for the insolvency of any
Subcustodian which is not a branch of your Affiliate except that you
will be held to a standard of reasonable care in not entering into
any arrangement where,
- 5 -
through the due diligence you are required to undertake, you have
reason to know that the Subcustodian is financially insecure or, with
respect to an ongoing relationship, you have reason to know that the
financial stability of the Subcustodian has deteriorated to the point
where it has become imprudent to maintain the subcustodial
relationship.
(b) Add the following at the end of the "Custodian Responsibility" section:
(i) You shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for us) on all matters and shall be
without liability for any action reasonably taken or omitted pursuant
to such advice.
(ii) Without limiting anything else contained in this Section, you
shall not be liable for any loss which results from: 1) the general
risk of investing, or 2) investing or holding securities in a
particular country including, but not limited to, 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
securities.
(iii) Consistent with and without limiting the remainder hereof, it
is specifically acknowledged that you shall have no duty or
responsibility to: (i) question instructions; (ii) supervise or make
recommendations with respect to investments or the retention of
securities; (iii) advise us or any Authorized Person regarding any
default in the payment of principal or income of any security; (iv)
review or reconcile trade confirmations received from brokers. We
shall bear any responsibility to review such confirmations against
instructions issued to and statements issued by you.
(iv) We authorize you to act hereunder (but do not indemnify you or
assume any liabilities you might incur in connection with actions you
take which are deemed by any regulatory agency or court of law to be
improper) notwithstanding that you or any of your divisions or
Affiliates may have a material interest in a transaction, or
circumstances are such that you may have a potential conflict of duty
or interest including the fact that you or any of your Affiliates may
provide brokerage services to other customers, act as financial
advisor to the issuer of securities, act as a lender to the issuer of
securities, act in the same transaction as agent for more than one
customer, have a material interest in the issue of securities, or
earn profits from any of the activities listed herein.
(v) You hereby warrant to us that in your opinion, after due inquiry,
the established procedures to be followed by each of your branches,
each branch of a qualified U.S. Bank, each eligible foreign custodian
and each eligible foreign securities depository holding our
securities pursuant hereto afford protection for such securities at
least equal to that afforded by your established procedures with
respect to similar securities held by you and your securities
depositories in New York.
- 6 -
(c) Each agreement pursuant to which you employ a Subcustodian will
require the institution to exercise reasonable care in the
performance of its duties and to indemnify, and hold harmless, both
you and us from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the
institution's performance of such obligations. At our election we
will be entitled to be subrogated to your rights with respect to any
claims against a Subcustodian as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent that
we have not been made whole for any such loss, damage, expense,
liability or claim.
8. Fees and Expenses.
We agree to pay you for Global Custody Services hereunder the fees
set forth in Schedule B hereto or such other amounts as may be agreed upon in
writing.
9. Purposes for instructions.
Cash Account and Custody Account transactions made pursuant hereto
may be made only for the purposes listed below. Instructions must
specify the purpose for which any transaction is to be made and we
shall be solely responsible to assure that instructions are in accord
with any limitations or restrictions applicable to us by law or as
may be set forth in our prospectus.
(a) In connection with the purchase or sale of securities at prices
as confirmed by instructions;
(b) When 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 or merger,
consolidation, reorganization, recapitalization or readjustment;
(d) Upon conversion of securities pursuant to their terms into other
securities;
(e) Upon exercise of subscription, purchase or other similar rights
represented by securities;
(f) For the payment of interest, taxes, management or supervisory
fees, distribution or operating expenses;
(g) In connection with any borrowings by us requiring a pledge of
securities, but only against receipt of amounts borrowed;
- 7 -
(h) In connection with any loans, but only against receipt of
adequate collateral as specified in instructions which shall reflect
any restrictions applicable to us;
(i) For the purpose of redeeming shares of our capital stock and the
delivery to, or the crediting to the account of yours, your
Subcustodian or our transfer agent, such shares to be purchased or
redeemed;
(j) For the purpose of redeeming in kind shares of ours against
delivery to you, your Subcustodian or our transfer agent of such
shares to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement
among you, us and a broker-dealer registered under the Securities
Exchange Act of 1934 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 organization or organizations,
regarding escrow or other arrangements in connection with
transactions by us;
(l) For release of securities to designated brokers under covered
call options, provided, however, that such securities shall be
released only upon payment of you 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, you shall receive from
brokers the securities previously deposited. You shall act strictly
in accordance with instructions in the delivery of securities to be
held in escrow and shall 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;
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from securities or related
transactions;
(n) For other proper purposes as may be specified in instructions
issued by an officer of ours which shall include a statement of the
purpose for which the delivery or payment is to be made, the amount
of the payment or specific securities to be delivered, the name of
the person or persons to whom delivery or payment is to be made, and
a certification that the purpose is a proper purpose under the
instructions governing us; and
(o) Upon the termination hereof as set forth in Section [ ].
10. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration
of our trading and investment activity, you are authorized to enter into spot
or forward foreign exchange contracts with us or an Authorized Officer for us
and may also provide foreign exchange through your subsidiaries, Affiliates or
Subcustodians. Instructions including standing instructions, may be issued
with respect to such contracts but you may establish rules or limitations
concerning
- 8 -
any foreign exchange facility made available. In all cases where you and your
subsidiaries, Affiliates or Subcustodian and, to the extent not inconsistent,
the Agreement shall apply to such transaction.
(b) Access to Records. You shall allow our independent public
accountants reasonable access to records relating to the Custody Account as is
required in connection with their examination of books and records pertaining
to our affairs. Subject to restrictions under applicable law, you shall also
obtain an undertaking to permit our independent public accountants reasonable
access to the records of any Subcustodian which has physical possession of any
securities as may be required in connection with the examination of our books
and records. Upon our reasonable request, you shall furnish us such reports
(or portions thereof) of your system of internal accounting controls
applicable to your duties hereunder. You shall endeavor to obtain and furnish
us with such similar reports as it may reasonably request with respect to each
Subcustodian and securities depository holding securities.
(c) Representation. By accepting our securities for safekeeping, you
acknowledge that the securities being placed in your custody are subject to
the 1940 Act, as the same may be amended from time to time, and that your
handling of the securities will at all times be consistent with applicable
law.
(d) Compliance with Rule 17f-5. With respect to all aspects of
custodial services within your authority and control, and unless acting on
specific instructions from us to the contrary, you shall be responsible for
performing all actions with respect to our securities, and overseeing the
actions of Subcustodians with which you do business, in compliance with Rule
17f-5 under the 1940 Act.
- 9 -
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on its behalf by its duly authorized
representative and its seal to be affixed as of ___________________________.
EQ ADVISORS TRUST
By: ____________________________
Title: _________________________
Date: __________________________
THE CHASE MANHATTAN BANK
By: __________________________
Title: _______________________
Date: ________________________
- 10 -
APPENDIX A
March ____, 1997
The following Portfolios are covered by the Custodian Agreement dated
_________________________ between The Chase Manhattan Bank and EQ Advisors
Trust:
* X. Xxxx Price International Stock Portfolio
Class IA and Class IB
* X. Xxxx Price Equity Income Portfolio
Class IA and Class IB
* EQ/Xxxxxx Growth & Income Value Portfolio
Class IA and Class IB
* EQ/Xxxxxx International Equity Portfolio
Class IA and Class IB
* EQ/Xxxxxx Investors Growth Portfolio
Class IA and Class IB
* EQ/Xxxxxx Balanced Portfolio
Class IA and Class IB
* MFS Research Portfolio
Class IA and Class IB
* MFS Emerging Growth Companies Portfolio
Class IA and Class IB
* Xxxxxx Xxxxxxx Emerging Markets Equity Portfolio
Class IA and Class IB
* Warburg Pincus Small Company Value Portfolio
Class IA and Class IB
* Xxxxxxx Xxxxx World Strategy Portfolio
Class IA and Class IB
* Xxxxxxx Xxxxx Basic Value Equity Portfolio
Class IA and Class IB
- 1 -
SCHEDULE A
The following foreign banking institutions and foreign securities
depositories, referred to as Subcustodians in the Agreement, are hereby
authorized to provide subcustodial services to those Portfolios of the Trust
authorized to trade in foreign securities:
- 2 -
