GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective September 1, 1998, and is between THE
CHASE MANHATTAN BANK ("Bank") and ▇▇▇▇▇▇▇ INVESTMENTS ("Customer").
1. CUSTOMER ACCOUNTS.
Bank, acting as "Securities Intermediary" (as defined in Section
15(g) hereof) shall establish and maintain the following accounts
("Accounts"): (a) a Custody Account (as defined in Section 15(b) hereof)
in the name of Customer for Financial Assets, which shall, except as
modified by Section 15(d) hereof, mean stocks, shares, bonds,
debentures, notes, mortgages or other obligations for the payment of
money, bullion, coin and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase or subscribe for
the same or evidencing or representing any other rights or interests
therein and other similar property whether certificated or
uncertificated as may be received by Bank or its Subcustodian (as
defined in Section 3 hereof) for the account of Customer, including as
an "Entitlement Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for
any and all cash in any currency received by Bank or its Subcustodian
for the account of Customer, which cash shall not be subject to
withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and
Financial Assets (collectively "Assets") received in the Accounts and 2)
give Instructions (as defined in Section 1 1 hereof) concerning the
Accounts. Bank may deliver Financial Assets of the same class in place
of those deposited in the Custody Account.
Upon written agreement between Bank and Customer, additional
Accounts may be established and separately accounted for as additional
Accounts hereunder.
2. MAINTENANCE OF FINANCIAL ASSETS AND CASH AT BANK AND SUBCUSTODIAN
LOCATIONS.
Unless Instructions specifically require another location
acceptable to Bank:
(a) Financial Assets shall be held in the country or other
jurisdiction in which the principal trading market for such Financial
Assets is located, where such Financial Assets are to be presented for
payment or where such Financial Assets are acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular
currency. To the extent Instructions are issued and Bank can comply
with such Instructions, Bank is authorized to maintain cash balances on
deposit for Customer with itself or one of its "Affiliates" at such
reasonable rates of interest as may from time to time be paid on such
accounts, or in non-interest bearing accounts as Customer may direct, if
acceptable to Bank. For purposes hereof, the term "Affiliate" shall
mean an entity controlling, controlled by, or under common control with,
Bank.
If Customer wishes to have any of its Assets held in the custody
of an institution other than the established Subcustodians as defined in
Section 3 (or their securities depositories), such arrangement must be
authorized by a written agreement, signed by Bank and Customer.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Bank may act hereunder through the subcustodians listed in
Schedule A hereof with which Bank has entered into subcustodial
agreements ("Subcustodians"). Customer authorizes Bank to hold Assets
in the Accounts in accounts which Bank has established with one or more
of its branches or Subcustodians. Bank and Subcustodians are authorized
to hold any of Financial Assets in their account with any securities
depository in which they participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to
Schedule A. Upon request by Customer, Bank shall identify the name,
address and principal place of business of any Subcustodian of Customer's
Assets and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such Subcustodian.
4. USE OF SUBCUSTODIAN.
(a) Bank shall identify the Assets on its books as belonging to
Customer.
(b) A Subcustodian shall hold such Assets together with assets
belonging to other customers of Bank in accounts identified on such
Subcustodian's books as custody accounts for the exclusive benefit of
customers of Bank.
(c) Any Assets in the Accounts held by a Subcustodian shall be
subject only to the instructions of Bank or its agent. Any Financial
Assets held in a securities depository for the account of a Subcustodian
shall be subject only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for
holding Bank's customers' assets shall provide that such assets shall
not be subject to any right, charge, security interest, lien or claim of
any kind in favor of such Subcustodian except for safe custody or
administration, and that the beneficial ownership of such assets shall
be freely transferable without the payment of money or value other than
for safe custody or administration, or, in the case of cash deposits,
except for liens or rights in favor of creditors of the Subcustodian
arising under bankruptcy, insolvency or similar laws. Where Securities
are deposited by a Subcustodian with a securities depository, Bank shall
cause the Subcustodian to identify on its books as belonging to Bank, as
agent, the Securities shown on the Subcustodian's account on the books
of such securities depository. The foregoing shall not apply to the
extent of any special agreement or arrangement made by Customer with any
particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the
Deposit Account upon receipt of Instructions which include all
information required by Bank.
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(b) In the event that any payment to be made under this Section
5 exceeds the funds available in the Deposit Account, Bank, in its
discretion, may advance Customer such excess amount which shall be
deemed a loan payable on demand, bearing interest at the rate
customarily charged by Bank on similar loans.
(c) If Bank credits the Deposit Account on a payable date, or at
any time prior to actual collection and reconciliation to the Deposit
Account, with interest, dividends, redemptions or any other amount due,
Customer shall promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary
course of business or (ii) that such amount was incorrectly credited.
If Customer does not promptly return any amount upon such notification,
Bank shall be entitled, upon oral or written notification to Customer,
to reverse such credit by debiting the Deposit Account for the amount
previously credited. Bank or its Subcustodian shall have no duty or
obligation to institute legal proceedings, file a claim or a proof of
claim in any insolvency proceeding or take any other action with respect
to the collection of such amount, but may act for Customer upon
Instructions after consultation with Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Financial Assets shall be transferred, exchanged or delivered
by Bank or its Subcustodian upon receipt by Bank of Instructions which
include all information required by Bank. Settlement and payment for
Financial Assets received for, and delivery of Financial Assets out of,
the Custody Account may be made in accordance with the customary or
established securities trading or securities processing practices and
procedures in the jurisdiction or market in which the transaction occurs,
including, without limitation, delivery of Financial Assets to a
purchaser, dealer or their agents against a receipt with the expectation
of receiving later payment and free delivery. Delivery of Financial
Assets out of the Custody Account may also be made in any manner
specifically required by Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on
a contractual settlement date with cash or Financial Assets with respect
to any sale, exchange or purchase of Financial Assets. Otherwise, such
transactions shall be credited or debited to the Accounts on the date
cash or Financial Assets are actually received by Bank and reconciled to
the Account.
(i) Bank may reverse credits or debits made to the
Accounts in its discretion if the related transaction fails to
settle within a reasonable period, determined by Bank in its
discretion, after the contractual settlement date for the related
transaction.
(ii) If any Financial Assets delivered pursuant to this
Section 6 are returned by the recipient thereof, Bank may reverse
the credits and debits of the particular transaction at any time.
7. ACTIONS OF BANK.
Bank shall follow Instructions received regarding Assets held in
the Accounts. However, until it receives Instructions to the contrary,
Bank shall:
(a) Present for payment any Financial Assets which are called,
redeemed or retired or otherwise become payable and all coupons and
other income items which call for payment upon presentation, to the
extent that Bank or Subcustodian is actually aware of such
opportunities.
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(b) Execute in the name of Customer such ownership and other
certificates as may be required to obtain payments in respect of
Financial Assets.
(c) Exchange interim receipts or temporary Financial Assets for
definitive Financial Assets.
(d) Appoint brokers and agents for any transaction involving the
Financial Assets, including, without limitation, Affiliates of Bank or
any Subcustodian.
(e) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
Bank shall send Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices
or notifications shall indicate the identity of the entity having
custody of the Assets. Unless Customer sends Bank a written exception
or objection to any Bank statement within sixty (60) days of receipt,
Customer shall be deemed to have approved such statement. In such
event, or where Customer has otherwise approved any such statement, Bank
shall, to the extent permitted by law, be released, relieved and
discharged with respect to all matters set forth in such statement or
reasonably implied therefrom as though it had been settled by the decree
of a court of competent jurisdiction in an action where Customer and all
persons having or claiming an interest in Customer or Customer's
Accounts were parties.
All collections of funds or other property paid or distributed in
respect of Financial Assets in the Custody Account shall be made at the
risk of Customer. Bank shall have no liability for any loss occasioned
by delay in the actual receipt of notice by Bank or by its Subcustodians
of any payment, redemption or other transaction regarding Financial
Assets in the Custody Account in respect of which Bank has agreed to
take any action hereunder.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) Corporate Actions. Whenever Bank receives information
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concerning the Financial Assets which requires discretionary action by
the beneficial owner of the Financial Assets (other than a proxy), such
as subscription rights, bonus issues, stock repurchase plans and rights
offerings, or legal notices or other material intended to be transmitted
to securities holders ("Corporate Actions"), Bank shall give Customer
notice of such Corporate Actions to the extent that Bank's central
corporate actions department has actual knowledge of a Corporate Action
in time to notify its customers.
When a rights entitlement or a fractional interest resulting from
a rights issue, stock dividend, stock split or similar Corporate Action
is received which bears an expiration date, Bank shall endeavor to
obtain Instructions from Customer or its Authorized Person (as defined
in Section 10 hereof), but if Instructions are not received in time for
Bank to take timely action, or actual notice of such Corporate Action
was received too late to seek Instructions, Bank is authorized to sell
such rights entitlement or fractional interest and to credit the Deposit
Account with the proceeds or take any other action it deems, in good
faith, to be appropriate in which case it shall be held harmless for any
such action.
(b) Proxy Voting. Bank shall provide proxy voting services, if
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elected by Customer, in accordance with the terms of the proxy voting
services rider hereto. Proxy voting services may be provided by Bank
or, in whole or in part, by one or more third parties appointed by Bank
(which may be Affiliates of Bank).
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(c) Tax Reclaims.
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(i) Subject to the provisions hereof, Bank shall apply for a
reduction of withholding tax and any refund of any tax paid or tax
credits which apply in each applicable market in respect of income
payments on Financial Assets for Customer's benefit which Bank
believes may be available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional
upon Bank's receiving from Customer or, to the extent the
Financial Assets are beneficially owned by others, from each
beneficial owner, A) a declaration of the beneficial owner's
identity and place of residence and (B) certain other
documentation (pro forma copies of which are available from Bank).
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Customer acknowledges that, if Bank does not receive such
declarations, documentation and information Bank shall be unable
to provide tax reclaim services.
(iii) Bank shall not be liable to Customer or any third party for
any taxes, fines or penalties payable by Bank or Customer, and
shall be indemnified accordingly, whether these result from the
inaccurate completion of documents by Customer or any third party,
or as a result of the provision to Bank or any third party of
inaccurate or misleading information or the withholding of
material information by Customer or any other third party, or as a
result of any delay of any revenue authority or any other matter
beyond Bank's control.
(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries
notified to Customer from time to time and Bank may, by
notification in writing, at Bank's absolute discretion, supplement
or amend the markets in which tax reclaim services are offered.
Other than as expressly provided in this sub-clause, Bank shall
have no responsibility with regard to Customer's tax position or
status in any jurisdiction.
(v) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental
body in relation to Customer or the securities and/or cash held
for Customer.
(vi) Tax reclaim services may be provided by Bank or, in whole or
in part, by one or more third parties appointed by Bank (which may
be Bank's affiliates); provided that Bank shall be liable for the
performance of any such third party to the same extent as Bank
would have been if Bank performed such services.
(d) Tax Obligations.
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(i) Customer confirms that Bank is authorized to deduct from any
cash received or credited to the Deposit Account any taxes or
levies required by any revenue or governmental authority for
whatever reason in respect of the Custody Account.
(ii) If Bank does not receive appropriate declarations,
documentation and information that additional United Kingdom
taxation shall be deducted from all income received in respect of
the Financial Assets issued outside the United Kingdom and any
applicable United States withholding tax shall be deducted from
income received from the Financial Assets. Customer shall provide
to Bank such documentation and information as Bank may require in
connection with taxation, and warrants that, when given, this
information shall be true and correct in every respect, not
misleading in any way, and contain all material information.
Customer undertakes to notify Bank immediately if any such
information requires updating or amendment.
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(iii) Customer shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and
Customer agrees to pay, indemnify and hold Bank harmless from and
against any and all liabilities, penalties, interest or additions
to tax with respect to or resulting from, any delay in, or failure
by, Bank (1) to pay, withhold or report any U.S. federal, state or
local taxes or foreign taxes imposed on, or (2) to report
interest, dividend or other income. paid or credited to the
Deposit Account, whether such failure or delay by Bank to pay,
withhold or report tax or income is the result of (x) Customer's
failure to comply with the terms of this paragraph, or (y) Bank's
own acts or omissions; provided however, Customer shall not be
liable to Bank for any penalty or additions to tax due as a result
of Bank's failure to pay or withhold tax or to report interest,
dividend or other income paid or credited to the Deposit Account
solely as a result of Bank's negligent acts or omissions.
9. NOMINEES.
Financial Assets which are ordinarily held in registered form may
be registered in a nominee name of Bank, Subcustodian or securities
depository, as the case may be. Bank may without notice to Customer
cause any such Financial Assets to cease to be registered in the name of
any such nominee and to be registered in the name of Customer. In the
event that any Financial Assets registered in a nominee name are called
for partial redemption by the issuer, Bank may allot the called portion
to the respective beneficial holders of such class of security in any
manner Bank deems to be fair and equitable. Customer shall hold Bank,
Subcustodians, and their respective nominees harmless from any liability
arising directly or indirectly from their status as a mere record holder
of Financial Assets in the Custody Account.
10. AUTHORIZED PERSONS.
As used herein, the term "Authorized Person" means employees or
agents including investment managers as have been designated by written
notice from Customer or its designated agent to act on behalf of
Customer hereunder. Such persons shall continue to be Authorized
Persons until such time as Bank receives Instructions from Customer or
its designated agent that any such employee or agent is no longer an
Authorized Person.
11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized
Person received by Bank, via telephone, telex, facsimile transmission,
bank wire or other teleprocess or electronic instruction or trade
information system acceptable to Bank which Bank believes in good faith
to have been given by Authorized Persons or which are transmitted with
proper testing or authentication pursuant to terms and conditions which
Bank may specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or superseded.
The term "Instructions" includes, without limitation, instructions to
sell, assign, transfer, deliver, purchase or receive for the Custody
Account, any and all stocks, bonds and other Financial Assets or to
transfer funds in the Deposit Account.
Any Instructions delivered to Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which
confirmation may bear the facsimile signature of such Person), but
Customer shall hold Bank harmless for the failure of an Authorized
Person to send such confirmation in writing, the failure of such
confirmation to conform to the telephone instructions received or Bank's
failure to produce such confirmation at any subsequent time. Bank may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer
shall be responsible for safeguarding any testkeys, identification codes
or other security devices which Bank shall make available to Customer or
its Authorized Persons.
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12. STANDARD OF CARE; LIABILITIES.
(a) Bank shall be responsible for the performance of only such
duties as are set forth herein or expressly contained in Instructions
which are consistent with the provisions hereof as follows:
(i) Notwithstanding any other provisions of this
Agreement, Bank's responsibilities shall be limited to the
exercise of reasonable care with respect to its obligations
hereunder. Bank shall only be liable to Customer for any loss
which shall occur as the result of the failure of a Subcustodian
to exercise reasonable care with respect to the safekeeping of
such Assets where such loss results directly from the failure by
the Subcustodian to use reasonable care in the provision of
custodial services by it in accordance with the standards
prevailing in its local market or from the willful default of such
Subcustodian in the provision of custodial services by it. In the
event of any loss to Customer which is compensable hereunder (i.e.
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a loss arising by reason of willful misconduct or the failure of
Bank or its Subcustodian to use reasonable care), Bank shall be
liable to Customer only to the extent of Customer's direct
damages, to be determined based on the market value of the
property which is the subject of the loss at the date of discovery
of such loss and without reference to any special conditions or
circumstances. Bank shall have no liability whatsoever for any
consequential, special, indirect or speculative loss or damages
(including, but not limited to, lost profits) suffered by Customer
in connection with the transactions and services contemplated
hereby and the relationship established hereby even if Bank has
been advised as to the possibility of the same and regardless of
the form of the action.
(ii) Bank shall not be responsible for the insolvency of
any Subcustodian which is not a branch or Affiliate of Bank. Bank
shall not be responsible for any act, omission, default or the
solvency of any broker or agent which it or a Subcustodian
appoints unless such appointment was made negligently or in bad
faith.
(iii) (A) Customer shall indemnify and hold Bank and its
directors, officers, agents and employees (collectively the
"Indemnitees") harmless from and against any and all claims,
liabilities, losses, damages, fines, penalties, and expenses,
including out-of-pocket and incidental expenses and legal fees
("Losses") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them for following any
instructions or other directions upon which Bank is authorized to
rely pursuant to the terms of this Agreement. (B) In addition to
and not in limitation of the preceding subparagraph, customer
shall also indemnify and hold the Indemnitees and each of them
harmless from and against any and all Losses that may be imposed
on, incurred by, or asserted against, the Indemnitees or any of
them in connection with or arising out of Bank's performance under
this Agreement, provided the Indemnitees have not acted with
negligence or engaged in willful misconduct. (C) In performing its
obligations hereunder, Bank may rely on the genuineness of any
document which it believes in good faith to have been validly
executed.
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(iv) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of
any taxes or other governmental charges, and any related expenses
with respect to income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the
advice of counsel (who may be counsel for Customer) on all matters
and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.
(vi) Bank need not maintain any insurance for the benefit
of Customer.
(vii) Without limiting the foregoing, Bank shall not be
liable for any loss which results from: 1) the general risk of
investing, or 2) investing or holding Assets in a particular
country including, but not limited to, losses resulting from
malfunction, interruption of or error in the transmission of
information caused by any machines or system or interruption of
communication facilities, abnormal operating conditions,
nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or
affect the value of Assets.
(viii) Neither party shall be liable to the other for
any loss due to forces beyond their control including, but not
limited to strikes or work stoppages, acts of war (whether
declared or undeclared) or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of
this Section 12, it is specifically acknowledged that Bank shall have no
duty or responsibility to:
(i) question Instructions or make any suggestions to
Customer or an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Financial Assets;
(iii) advise Customer or an Authorized Person regarding any
default in the payment of principal or income of any security
other than as provided in Section 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or other
party to which Financial Assets are delivered or payments are made
pursuant hereto; and
(v) review or reconcile trade confirmations received from
brokers. Customer or its Authorized Persons issuing Instructions
shall bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding
that Bank or any of its divisions or Affiliates may have a material
interest in a transaction, or circumstances are such that Bank may have
a potential conflict of duty or interest including the fact that Bank or
any of its Affiliates may provide brokerage services to other customers,
act as financial advisor to the
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issuer of Financial Assets, act as a lender to the issuer of Financial
Assets, act in the same transaction as agent for more than one customer,
have a material interest in the issue of Financial Assets, or earn
profits from any of the activities listed herein.
13. FEES AND EXPENSES.
Customer shall pay Bank for its services hereunder the fees set
forth in Schedule B hereto or such other amounts as may be agreed upon
in writing, together with Bank's reasonable out-of-pocket or incidental
expenses, including, but not limited to, legal fees. Bank shall have a
lien on and is authorized to charge any Accounts of Customer for any
amount owing to Bank under any provision hereof.
14. MISCELLANEOUS.
(a) Foreign Exchange Transactions. To facilitate the
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administration of Customer's trading and investment activity, when
instructed by specific or standing instruction, Bank is authorized to
enter into spot or forward foreign exchange contracts with Customer or
an Authorized Person for Customer and may also provide foreign exchange
through its subsidiaries, Affiliates or Subcustodians. Instructions,
may be issued with respect to such contracts but Bank may establish
rules or limitations concerning any foreign exchange facility made
available. In all cases where Bank, its subsidiaries, Affiliates or
Subcustodians enter into a separate master foreign exchange contract
with Customer that covers foreign exchange transactions for the
Accounts, the terms and conditions of that foreign exchange contract,
and to the extent not inconsistent, this Agreement, shall apply to such
transactions.
(b) Certification of Residency, etc. Customer certifies that it
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is a resident of the United States and shall notify Bank of any changes
in residency. Bank may rely upon this certification or the
certification of such other facts as may be required to administer
Bank's obligations hereunder. Customer shall indemnify Bank against all
losses, liability, claims or demands arising directly or indirectly from
any such certifications.
(c) Access to Records. Bank shall allow Customer's independent
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public accountant reasonable access to the records of Bank relating to
the Assets as is required in connection with their examination of books
and records pertaining to Customer's affairs. Subject to restrictions
under applicable law, Bank shall also obtain an undertaking to permit
Customer's independent public accountants reasonable access to the
records of any Subcustodian which has physical possession of any Assets
as may be required in connection with the examination of Customer's
books and records.
(d) Governing Law: Successors and Assigns, Captions THIS
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AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall
not be assignable by either party, but shall bind the successors in
interest of Customer and Bank. The captions given to the sections and
subsections of this Agreement are for convenience of reference only and
are not to be used to interpret this Agreement.
(e) Entire Agreement; Applicable Riders. Customer represents
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that the Assets deposited in the Accounts are (Check one):
____ Investment Company assets subject to certain U.S. Securities
and Exchange Commission rules and regulations;
____ Other (specify)
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This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - _________ and the following Rider(s)
[Check applicable rider(s)]:
____ INVESTMENT COMPANY
____ PROXY VOTING
____ SPECIAL TERMS AND CONDITIONS
There are no other provisions hereof and this Agreement supersedes
any other agreements, whether written or oral, between the parties. Any
amendment hereto must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions
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hereof are held invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any jurisdiction, the
validity, legality and enforceability of such provision or provisions
under other circumstances or in other jurisdictions and of the remaining
provisions shall not in any way be affected or impaired.
(g) Waiver. Except as otherwise provided herein, no failure or
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delay on the part of either party in exercising any power or right
hereunder operates as a waiver, nor does any single or partial exercise
of any power or right preclude any other or further exercise, or the
exercise of any other power or right. No waiver by a party of any
provision hereof, or waiver of any breach or default, is effective
unless in writing and signed by the party against whom the waiver is to
be enforced.
(h) Representations and Warranties. (i) Customer hereby
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represents and warrants to Bank that: (A) it has full authority and
power to deposit and control the Financial Assets and cash deposited in
the Accounts; (B) it has all necessary authority to use Bank as its
custodian; (C) this Agreement constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms; (D) it shall have
full authority and power to borrow moneys and enter into foreign
exchange transactions; and (E) it has not relied on any oral or written
representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the
duties of Bank. (ii) Bank hereby represents and warrants to Customer
that: (A) it has the full power and authority to perform its obligations
hereunder, (B) this Agreement constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms; and (C) that it
has taken all necessary action to authorize the execution and delivery
hereof.
(i) Notices. All notices hereunder shall be effective when
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actually received. Any notices or other communications which may be
required hereunder are to be sent to the parties at the following
addresses or such other addresses as may subsequently be given to the
other parry in writing: (a) Bank: The Chase Manhattan Bank, 4 Chase
MetroTech Center, Brooklyn, N.Y. 11245, Attention: Global Investor
Services, Investment Management Group; and (b) Customer: ________
____________________________________________________________________.
(j) Termination. This Agreement may be terminated by Customer
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or Bank by giving sixty (60) days written notice to the other, provided
that such notice to Bank shall specify the names of the persons to whom
Bank shall deliver the Assets in the Accounts. If notice of termination
is given by Bank, Customer shall, within sixty (60) days following
receipt of the notice, deliver to Bank Instructions specifying the names
of the persons to whom Bank shall deliver the Assets. In either case
Bank shall deliver the Assets to the persons so
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specified, after deducting any amounts which Bank determines in good
faith to be owed to it under Section 13. If within sixty (60) days
following receipt of a notice of termination by Bank, Bank does not
receive Instructions from Customer specifying the names of the persons
to whom Bank shall deliver the Assets, Bank, at its election, may
deliver the Assets to a bank or trust company doing business in the
State of New York to be held and disposed of pursuant to the provisions
hereof, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.
(k) Money Laundering. Customer warrants and undertakes to Bank
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for itself and its agents that all Customer's customers are properly
identified in accordance with U.S. Money Laundering Regulations as in
effect from time to time.
(1) Imputation of certain information. Bank shall not be held
---------------------------------
responsible for and shall not be required to have regard to information
held by any person by imputation or information of which Bank is not
aware by virtue of a "Chinese Wall" arrangement. If Bank becomes aware
of confidential information which in good faith it feels inhibits it
from effecting a transaction hereunder Bank may refrain from effecting
it.
15. DEFINITIONS.
As used herein, the following terms shall have the meaning
hereinafter stated:
a) "Certificated Security" shall mean a security that is represented
by a certificate.
b) "Custody Account" means each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant
hereto.
c) "Entitlement Holder" shall mean the person on the records of a
Securities Intermediary as the person having a Securities
Entitlement against the Securities Intermediary.
d) "Financial Asset" shall mean, as the context requires, either the
asset itself or the means by which a person's claim to it is
evidenced, including a Certificated Security or Uncertificated
Security, a security certificate, or a Securities Entitlement.
e) "Securities" means stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated
Securities or Uncertificated Securities and commonly traded or
dealt in on securities exchanges or financial markets, and other
obligations of an issuer, or shares, participations and interests
in an issuer recognized in an area in which it is issued or dealt
in as a medium for investment and any other property as shall be
acceptable to Bank for the Custody Account.
f) "Securities Entitlement" shall mean the rights and property
interest of an Entitlement Holder with respect to a Financial
Asset as set forth in Part 5 of the Uniform Commercial Code.
g) "Securities Intermediary" shall mean Bank, a Subcustodian, a
securities depository, and any other financial institution which
in the ordinary course of business maintains custody accounts for
others and acts in that capacity.
h) "Uncertificated Security" shall mean a security that is not
represented by a certificate.
11
i) "Uniform Commercial Code" means Article 8 of the Uniform
Commercial Code of the State of New York, as the same may be
amended from time to time.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first-above written.
CUSTOMER: ▇▇▇▇▇▇▇ INVESTMENTS
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
Date:
THE CHASE MANHATTAN BANK
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
Date:
STATE OF MISSOURI )
) : ss.
COUNTY OF )
On this _____ day of ____________, 1998, before me personally came
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to me known, who being by me duly sworn, did depose
and say that he/she resides in ___________________________ at that
he/she is Executive Vice President of ▇▇▇▇▇▇▇ Investments, the entity
described in and which executed the foregoing instrument; that he/she
knows the seal of said entity, that the seat affixed to said instrument
is such seal, that it was so affixed by order of said entity, and that
he/she signed his/her name thereto by like order.
Sworn to before me this
day of ____________, ▇▇▇__
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) : ss.
COUNTY OF )
On this ___ day of ________________, 1998, before me personally
came ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known, who being by me duly sworn, did
depose and say that he/she resides in New Jersey at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇▇▇▇▇; that he is an Assistant Vice President of THE CHASE MANHATTAN
BANK, the corporation described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation, that the
seal affixed to said instrument is such corporate seal, that it was so
affixed by order of the Board of Directors of said corporation, and that
he/she signed his/her name thereto by like order.
Sworn to before me this
day of __________, 199__.
Notary
12
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
▇▇▇▇▇▇▇ Investments
effective September 1, 1998
The following modifications are made to the Agreement:
A. Add a new Section 16 to the Agreement as follows:
16. Compliance with SEC rule 17f-5.
------------------------------
(a) Customer's board of directors (or equivalent body)
(hereinafter 'Board') hereby delegates to Bank, and, except as to the
country or countries as to which Bank may, from time to time, advise
Customer that it does not accept such delegation, Bank hereby accepts
the delegation to it, of the obligation to perform as Customer's
'Foreign Custody Manager' (as that term is defined in SEC rule l7f-
5(a)(2)), both for the purpose of selecting Eligible Foreign Custodians
(as that term is defined in SEC rule l7f-5(a)(1), and as the same may be
amended from time to time, or that have otherwise been made exempt
pursuant to an SEC exemptive order) to hold Assets and of evaluating the
contractual arrangements with such Eligible Foreign Custodians (as set
forth in SEC rule l7f-5(c)(2)); provided that, the term Eligible Foreign
Custodian shall not include any 'Compulsory Depository.' A Compulsory
Depository shall mean a securities depository or clearing agency the use
of which is compulsory because: (1) its use is required by law or
regulation, (2) securities cannot be withdrawn from the depository, or
(3) maintaining securities outside the depository is not consistent with
prevailing custodial practices in the country which the depository
serves. Compulsory Depositories used by Bank as of the date hereof are
set forth in Appendix 1-A hereto, and as the same may be amended on
notice to Customer from time to time.
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the
placement of Assets with particular Eligible Foreign Custodians
and of any material change in the arrangements with such Eligible
Foreign Custodians, with such reports to be provided to Customer's
Board at such times as the Board deems reasonable and appropriate
based on the circumstances of Customer's foreign custody
arrangements (and until further notice from Customer such reports
shall be provided not less than quarterly with respect to the
placement of Assets with particular Eligible Foreign Custodians
and with reasonable promptness upon the occurrence of any material
change in the arrangements with such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person
having responsibility for the safekeeping of Assets would
exercise;
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Assets placed and maintained in the safekeeping of
such Eligible Foreign Custodian shall be subject to reasonable
care, based on the standards applicable to custodians in the
relevant market, after having considered all factors relevant to
the safekeeping of such Assets, including, without limitation,
those factors set forth in SEC rule l7f-5(c)(l)(i)-(iv);
(iv) determine that the written contract with the Eligible
Custodians that is a securities depository or clearing agency,
such contract, the rules or established practices or procedures of
the depository, or any combination of the foregoing) requires that
the Eligible Foreign Custodian will provide reasonable care for
Assets based on the standards applicable to custodians in the
relevant market.
(v) have established a system to monitor the continued
appropriateness of maintaining Assets with particular Eligible
Foreign Custodians and of the governing contractual arrangements;
it being understood, however, that in the event that Bank shall
have determined that the existing Eligible Foreign Custodian in a
given country would no longer afford Assets reasonable care and
that no other Eligible Foreign Custodian in that country would
afford reasonable care, Bank shall promptly so advise Customer and
shall then act in accordance with the Instructions of Customer
with respect to the disposition of the affected Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and
maintain Assets on behalf of Customer with Eligible Foreign Custodians
pursuant to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein, Customer shall be
solely responsible to assure that the maintenance of Assets hereunder
complies with the rules, regulations, interpretations and exemptive
orders promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as
defined in Rule l7f-5(a)(7). Customer represents to Bank that: (1) the
Assets being placed and maintained in Bank's custody are subject to the
Investment Company Act of 1940, as amended (the "1940 Act"), as the same
may be amended from time to time; (2) its Board: (i) has determined that
it is reasonable to rely on Bank to perform as Customer's Foreign
Custody Manager (ii) or its investment adviser shall have determined
that Customer may maintain Assets in each country in which Customer's
Assets shall be held hereunder and determined to accept the risks
arising therefrom (including, but not limited to, a country's financial
infrastructure), prevailing custody and settlement practices, laws
applicable to the safekeeping and recovery of Assets held in custody,
and the likelihood of nationalization, currency controls and the like)
(collectively ("Country Risk")). Nothing contained herein shall require
Bank to make any selection or to engage in any monitoring on behalf of
Customer that would entail consideration of Country Risk.
(e) Bank shall provide to Customer such information relating to
Country Risk as is specified in Appendix I-B hereto. Customer hereby
acknowledges that: (i) such information is solely designed to inform
Customer of market conditions and procedures and is not intended as a
recommendation to invest or not invest in particular markets; and (ii)
Bank has gathered the information from sources it considers reliable,
but that Bank shall have no responsibility for inaccuracies or
incomplete information.
B. Add the following after the first sentence of Section 3 of the
Agreement: "At the request of Customer, Bank may, but need not, add to
Schedule A an Eligible Foreign Custodian that is either a bank or a non-
Compulsory Depository where Bank has not acted as Foreign Custody
Manager with respect to the selection thereof. Bank shall notify
Customer in the event that it elects to add any such entity."
C. Add the following language to the end of Section 3 of the Agreement:
"The term Subcustodian as used herein shall mean the following:
(a) a 'U.S. Bank,' which shall mean a U.S. bank as defined in
SEC rule l7f-5(a)(7);
(b) an 'Eligible Foreign Custodian,' which shall mean (i) a
banking institution or trust company, incorporated or organized
under the laws of a country other than the United States, that is
regulated as such by that country's government or an agency
thereof, (ii) a majority-owned direct or indirect subsidiary of a
U.S. bank or bank holding company which subsidiary is incorporated
or organized under the laws of a country other than the United
States; (iii) a securities depository or clearing agency,
incorporated or organized under the laws of a country other than
the United States (other than a Compulsory Depository), that acts
as a system for the central handling of securities or equivalent
book-entries in that country and that is regulated by a foreign
financial regulatory authority as defined under section 2(a)(50)
of the 1940 Act, (iv) a securities depository or clearing agency
organized under the laws of a country other than the United States
to the extent acting as a transnational system for the central
handling of securities or equivalent book-entries, and (v) any
other entity that shall have been so qualified by exemptive order,
rule or other appropriate action of the SEC.
For purposes of clarity, it is agreed that as used in Section 12(a)(i),
the term Subcustodian shall not include any Eligible Foreign Custodian
as to which Bank has not acted as Foreign Custody Manager or any
Compulsory Depository.
Appendix 1-A
COMPULSORY DEPOSITORIES
Argentina Caja de Valores Equity, Corporate & Government Debt
Australia Austraclear Ltd. Corporate Debt, Money Market + Semi-Government Debt
CHESS Equity
(Clearing House Electronic Sub-register System)
RITS Government Debt
(Reserve Bank Information and Transfer System)
Austria Osterreichische Kontrolbank AG Equity, Corporate + Government Debt
Belgium CIK Equity + Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres)
Banque Nationale de Belgique Treasury Bills + Government Debt
Brazil BOVESPA Equity
(Bolsa de Valores de Sao Paolo)
BVRJ
(Bolsa de Valores de Rio de Janeiro) Equity
Bulgaria BNB Government Debt
(Bulgaria National Bank)
Central Depository A.D. Equity
Canada CDS Equity, Corporate + Government Debt
(Canadian Depository for Securities)
China,
Shanghai SSCCRC Equity
(Shanghai Securities Central Clearing and
Registration Corp.)
China,
Shenzhen SSCC Equity
(Shenzhen Securities Clearing Co., Ltd.)
Colombia DCV Government debt issued, guaranteed
(Deposito Central de Valores) or administered by the central bank.
Croatia CDA Equity and listed government debt.
(Central Depository Agency) (Created in April 1997, the CDA is
expected to be operational in 1998)
Ministry of Finance Registry & Short-term debt issued by the
National Bank of Croatia Registry Ministry of Finance and the
National Bank of Croatia,
respectively.
Czech SCP Equity + Long-Term Government Debt
Republic (Securities Center)
Denmark VP Equity, Corporate + Government Debt
(Vaerdipapircentralen)
Egypt Misr Clearing & Sec. Dep. Equity
Estonia EVK Equity
(Estonian Central Depository for
Securities Ltd.)
Euromarket Cedel & Euroclear Euro-Debt
Finland CSR Equity + Government Debt
(Central Share Registry Finland)
France SICOVAM Equity + Corporate Debt
(Banque de France)
SATURNE Government Debt
(Banque de France)
Germany DBC Equity, Corporate + Government Debt
(Deutsche Boerse Clearing A.G.)
Greece Apothetirio Tiflon A.E. Equity
Bank of Greece Government Debt
Hong Kong CCASS Equity
(Central Clearing and Settlement System)
CMU Corporate + Government Debt
(Central Moneymarkets Unit)
Hungary Keler Ltd. Equity + Government Debt
India NSDL Equity + Corporate Debt
(National Securities Depository Limited)
Ireland CREST Equity
GSO Government Debt
(Gilt Settlement Office)
Israel TASE Clearing House Equity, Corporate + Government Debt
(Tel Aviv Stock Exchange Clearing House)
Italy Monte Titoli Equity + Corporate Debt
Bank of Italy Government Debt
Japan Bank of Japan Registered Government Debt
Latvia LCD Equity + Government Debt
(Latvian Central Depository)
Lebanon Midclear Equity
(Custodian and Clearing Center of Lebanon
and the Middle East)
Lithuania CSDL Equity + Government Debt
(Central Securities Depository of Lithuania)
Luxembourg Cedel Equity
Malaysia MCD Equity
(Malaysian Central Depository Snd Blid)
Mauritius CDS Equity
(Central Depository System)
Mexico Indeval Equity, Corporate + Government Debt
(Institucion para el Deposito de Valores)
Morocco Maroclear Equity + Corporate Debt (expected to be
operational in 1998)
Netherlands NECIGEF/KAS Associate N.V. Equity, Corp. + Govt. Debt
New Zealand Austraclear New Zealand Equity, Corporate + Government Debt
Norway VPS Equity, Corporate + Government Debt
(Verdipapirsentralen)
Oman MSM Equity
(Muscat Securities Market)
Pakistan CDC Equity
(Central Depository Company of Pakistan Ltd.)
Peru CAVALI Equity
(Caja de Valores)
Philippines PCD Equity
(Philippine Central Depository)
Poland NDS Equity, Long-Term Government Debt +
(National Securities Depository) Vouchers
CRT Treasury-Bills
(Central Registry of Treasury-Bills)
Portugal Interbolsa Equity, Corporate + Government Debt
Romania SNCDD - RASDAQ Equity
(National Company for Clearing, Settlement
and Depository for Securities)
BSE Equity
(Bucharest Stock Exchange Registry)
National Bank of Romania Treasury-Bills
Russia Vnestorgbank Ministry of Finance Bonds
National Depository Center GKOs are Treasury Bills with three
months to one year maturity; OFZs
are Federal Loan bonds with one to
two years' maturity
Singapore CDP Equity + Corporate Debt and Malaysian
(Central Depository Pte. Ltd.) equities traded on CLOB
Monetary Authority of Singapore Government Debt
Slovak
Republic SCP Equity + Government Debt
(Stredisko Cennych Papiru)
National Bank of Slovakia Treasury-Bills
Slovenia KDD Equity + Corporate Debt
The CentraIna Klirinsko Depota ▇▇▇▇▇▇
▇.▇. (KDD)
So. Africa CD Corporate + Government Debt
(Central Depository)
So. Korea KSD Equity, Corporate + Government Debt
Spain SCLV Equity + Corporate Debt
(Servicio de Compensacion y
Liquidacion de Valores)
CBEO Government Debt
(Central Book Entry Office)
SriLanka CDS Equity
(Central Depository System (Private) Ltd.)
Sweden WC Equity, Corporate + Government Debt
(Vardepapperscentralen AB)
Switzerland SEGA Equity, Corporate + Government Debt
(Schweizerische Effekten-Giro AG)
Taiwan TSCD Equity + Government Debt
(Taiwan Securities Central Depository Co., Ltd.)
Thailand TSDC Equity, Corporate + Government Debt
(Thailand Securities Depository Company Ltd.)
Tunisia STICODEVAM Equity
(Societe Tunisienne Interprofessionnelle pour la
Compensation et le Depot des Valeurs Mobilieres)
Ministry of Finance Government Debt tradable on the stock
exchange (BTNBs)
Central Bank of Tunisia Government Debt not tradable on the stock
exchange (BTCS)
Turkey Takas Bank Equity + Corporate Debt
Central Bank of Turkey Government Debt
United
Kingdom CREST Equity + Corporate Debt
(Clearing & settlement system)
CMO Sterling CDs & CP
(Central Moneymarket Office)
CGO Gilts
(Central Gilts Office)
United States DTC Equity + Corporate Debt
(Depository Trust Company)
PTC Mortgage Backed Debt
(Participants Trust Company)
Fed Book-Entry Government Debt
Zambia ▇▇▇▇ Equity + Government Debt
(▇▇▇▇ Central Shares Depository Ltd.)
/TABLE
Appendix 1-B
Information Regarding Country Risk
----------------------------------
1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Assets into a country
the following information (check items applicable):
A Opinions of local counsel concerning:
___ i. Whether applicable foreign law would restrict the access afforded
Customer's independent public accountants to books and records
kept by an eligible foreign custodian located in that country.
___ ii. Whether applicable foreign law would restrict the Customer's
ability to recover its assets in the event of the bankruptcy of an
Eligible Foreign Custodian located in that country.
___ iii. Whether applicable foreign law would restrict the Customer's
ability to recover assets that are lost while under the control of
an Eligible Foreign Custodian located in the country.
B. Written information concerning:
___ i. The foreseeability of expropriation, nationalization, freezes, or
confiscation of Customer's assets.
___ ii. Whether difficulties in converting Customer's cash and cash
equivalents to U.S. dollars are reasonably foreseeable.]
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement and
registration, (v) taxation, and (vi) compulsory depositories (including
depository evaluation).
2. To aid Customer in monitoring Country Risk, Bank shall furnish
board the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
▇▇▇▇▇▇▇ INVESTMENTS
dated September 1, 1998.
1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures")
furnished to Customer, as the same may be amended by Bank from time to
time on prior notice to Customer. The Procedures are incorporated by
reference herein and form a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by
Bank to Customer of the dates of pending shareholder meetings,
resolutions to be voted upon and the return dates as may be received by
Bank or provided to Bank by its Subcustodians or third parties, and (b)
voting by Bank of proxies based on Customer Instructions. Original
proxy materials or copies thereof shall not be provided. Notifications
shall generally be in English and, where necessary, shall be summarized
and translated from such non-English materials as have been made
available to Bank or its Subcustodian. In this respect Bank's only
obligation is to provide information from sources it believes to be
reliable and/or to provide materials summarized and/or translated in
good faith. Bank reserves the right to provide Notifications, or parts
thereof, in the language received. Upon reasonable advance request by
Customer, backup information relative to Notifications, such as annual
reports, explanatory material concerning resolutions, management
recommendations or other material relevant to the exercise of proxy
voting rights shall be provided as available, but without translation.
3. While Bank shall attempt to provide accurate and complete Notifications,
whether or not translated, Bank shall not be liable for any losses or
other consequences that may result from reliance by Customer upon
Notifications where Bank prepared the same in good faith.
4. Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Proxy Services Bank shall be acting solely as
the agent of Customer, and shall not exercise any discretion with regard
to such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant
Financial Assets are: (i) on loan; (ii) at registrar for registration or
reregistration; (iii) the subject of a conversion or other corporate
action; (iv) not held in a name subject to the control of Bank or its
Subcustodian or are otherwise held in a manner which precludes voting;
(v) not capable of being voted on account of local market regulations
or practices or restrictions by the issuer; or (vi) held in a margin or
collateral account.
6. Customer acknowledges that in certain countries Bank may be unable to
vote individual proxies but shall only be able to vote proxies on a net
basis a net yes or no vote given the voting instructions received from
all customers.
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall
in no event sell, license, give or otherwise make the information
provided hereunder available, to any third party, and shall not directly
or indirectly compete with Bank or diminish the market for Proxy
Services by provision of such information, in whole or in part, for
compensation or otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be furnished to
Bank in accordance with Section 10 of the Agreement. Proxy Services
fees shall be as set forth in Section 13 of the Agreement or as
separately agreed.
SPECIAL TERMS AND CONDITIONS RIDER
GLOBAL CUSTODY AGREEMENT WITH ▇▇▇▇▇▇▇ INVESTMENTS
DATE: September 1, 1998.
Domestic Corporate Actions and Proxies
--------------------------------------
With respect to domestic U.S. and Canadian Financial Assets (the latter if
held in DTC), the following provisions shall apply rather than the
pertinent provisions of Section 8 of the Agreement and the Global Proxy
Service rider:
Bank shall send to Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of
Bank's nominee or the nominee of a central depository) and
communications with respect to Financial Assets in the Custody
Account as call for voting or relate to legal proceedings within a
reasonable time after sufficient copies are received by Bank for
forwarding to its customers. In addition, Bank shall follow coupon
payments, redemptions, exchanges or similar matters with respect to
Financial Assets in the Custody Account and advise Customer or the
Authorized Person for such Account of rights issued, tender offers
or any other discretionary rights with respect to such Financial
Assets, in each case, of which Bank has received notice from the
issuer of the Financial Assets, or as to which notice is published
in publications routinely utilized by Bank for this purpose.
