Exhibit 8(b)(1)
MASTER SUBCUSTODIAN AGREEMENT
AGREEMENT dated as of November 8, 1976, between Xxxxx Brothers Xxxxxxxx &
Co., a limited partnership organized under the laws of the State of New York
(the "Custodian"), and Xxxxxx Guaranty Trust Company of New York, Tokyo office
(the "Subcustodian").
WITNESSETH:
WHEREAS, the Custodian has entered into certain custodian agreements and
may in the future enter into additional custodian agreements whereby cash and
securities will be held outside the United States;
WHEREAS, the Custodian desires to utilize subcustodians for the purpose of
holding cash and securities outside the United States; and
WHEREAS, the Subcustodian is willing to enter into an agreement whereby it
may, from time to time, be appointed as subcustodian for the Custodian's
customers (each such customer shall hereinafter be referred to as a "Customer");
NOW, THEREFORE, the Custodian and Subcustodian hereby agree as follows:
I. Upon the terms and conditions set forth in this Agreement and subject in
each case to acceptance by
the Subcustodian, the Subcustodian may, at any time and from time to time, be
appointed as subcustodian for a Customer by delivery to the Subcustodian of a
letter substantially in the form of Exhibit A hereto.
II. The Custodian may from time to time deposit securities or cash with the
Subcustodian. The Subcustodian shall not be responsible for any property of the
Customer not delivered to the Subcustodian.
III. The Subcustodian shall hold and dispose of the securities hereafter
held by or deposited with the Subcustodian as follows:
A. The Subcustodian shall hold in a separate account, and physically
segregated at all times from those of any other persons, firms or
corporations, pursuant to the provisions hereof, all securities received by
it for the account of the Custodian as custodian for the Customer. All such
securities are to be held or disposed of by the Subcustodian for, and
subject at all times to the instructions of, the Custodian pursuant to the
terms of this Agreement.
B. Upon receipt of instructions from the Custodian, the Subcustodian
shall release or deliver securities owned by the Customer only for
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the following purposes:
(1) upon sale of securities for the account of the Customer
against receipt of payment therefor by cash, certified or cashier's
check, or bank credit;
(2) to the issuer thereof or its agent when securities are
called, redeemed, retired or otherwise become payable, provided that
the cash is to be delivered to the Subcustodian;
(3) for exchange for a different number of bonds or certificates
representing the same aggregate face amount or number of units, for
exchange or conversion pursuant to any plan of merger, consolidation,
recapitalization, reorganization or readjustment of the securities of
the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Subcustodian;
(4) in the case of warrants, rights or similar securities, the
surrender thereof in
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the exercise of such warrants, rights or similar securities; provided
that the surrender of interim receipts or temporary securities for
definitive securities may be made at any time; provided that, in any
such case, the securities are to be delivered to the Subcustodian;
(5) in the case of tender offers or similar offers to purchase
received in writing, the delivery of securities to the designated
depository or other receiving agent. The Subcustodian shall have full
responsibility for transmitting to the Custodian any such offers
received by it. Thereafter, the Custodian, if it desires to respond to
such offer, shall have full responsibility for providing the
Subcustodian with all necessary instructions in timely enough fashion
for the Subcustodian to act thereon prior to any expiration time for
such offer;
(6) upon receipt from the Custodian of instructions directing
disposition of securities in a manner other than or for purposes other
than the manners and purposes enumerated in the foregoing five items;
provided, however,
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that disposition pursuant to this item (6) shall be made by the
Subcustodian only upon receipt of instructions from the Custodian
specifying the amount of such securities to be delivered, the purpose
for which the delivery is to be made, and the name of the person or
persons to whom such delivery is to be made.
IV. The Subcustodian shall hold and dispose of cash hereafter held by or
deposited with the Subcustodian as follows:
A. The Subcustodian shall open and maintain with the Tokyo office of
Xxxxxx Guaranty Trust Company of New York a separate account or accounts in
the name of the Custodian as custodian for the Customer, subject only to
draft or order by the Subcustodian acting pursuant to the terms of this
Agreement. The Subcustodian shall hold in such account or accounts, subject
to the provisions hereof, all cash received by it for the account of the
Custodian as custodian for the Customer.
B. Upon receipt of instructions from the Custodian, the Subcustodian
shall make payments
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of cash for the account of the Customer from such cash only for the
following purposes:
(1) upon the purchase of securities for the account of the
Customer but only against the delivery of such securities to the
Subcustodian;
(2) in connection with the subscription, conversion, exchange,
tender or surrender of securities owned by the Customer as set forth
in Paragraph IIIB hereof; and
(3) for deposit with the Custodian or with such other banking
institutions as may from time to time be approved by the Customer.
V. All instructions shall be in writing executed by the Custodian, and the
Subcustodian shall not be required to act on instructions otherwise
communicated; provided, however, that the Subcustodian may in its discretion act
on the basis of instructions received via telecommunications facilities if the
Subcustodian reasonably believes such instructions to have been dispatched by
the Custodian. The Subcustodian may require that instructions received via
telecommunications facilities be authenticated. The Subcustodian shall be
protected in acting upon any instructions, notice, request, con-
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sent, certificate or other instrument or paper reasonably believed by it to be
genuine and to have been properly executed. The Subcustodian may receive and
accept a certificate signed by a partner of the Custodian as conclusive evidence
of the authority of any person to act on behalf of the Custodian, and such
certificate may be considered as in full force and effect until receipt by the
Subcustodian of written notice to the contrary.
VI. Unless and until the Subcustodian receives. instructions from the
Custodian to the contrary, the Subcustodian shall:
A. Present for payment all coupons and other income items held by it
for the account of the Custodian as custodian for the Customer which call
for payment upon presentation and hold the cash received by it upon such
payment for the account of the Custodian as custodian for the Customer;
B. Collect interest and cash dividends received, with notice to the
Custodian, for the account of the Custodian as custodian for the Customer;
C. Hold for the account of the Custodian as custodian for the Customer
hereunder all stock dividends, rights and similar securities issued with
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respect to any securities held by it hereunder.
VII. The Subcustodian shall execute on behalf of the Custodian, in the
Customer's name, any declarations, affidavits, or certificates of ownership
which may be necessary or useful from time to time for the Subcustodian to
perform any or several of its obligations arising under the provisions of this
Agreement.
VIII. If the Subcustodian shall receive any notices or reports in respect
of securities held by it hereunder, it shall promptly upon receipt thereof
transmit to the Custodian by airmail, telecommunications facilities, or
comparable means any such notices or reports.
IX. The Subcustodian may, from time to time, appoint other offices of
Xxxxxx Guaranty Trust Company of New York (located outside the United States)
and such other persons as are approved in advance by the Custodian and the
Customer ("Additional Subcustodians") for purposes of acquiring, holding or
disposing of securities outside of Japan. The Subcustodian shall be fully liable
to the Custodian for the acts or omissions of such Additional Subcustodians to
the same extent as if the acts or omissions of the Additional Subcustodians were
the acts or
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omissions of the Subcustodian. Upon receipt of instructions from the Custodian,
the Subcustodian shall terminate any Additional Subcustodians appointed pursuant
to the provisions of this paragraph in the manner provided in the applicable
agreement.
The Subcustodian shall transmit to Additional Subcustodians any
instructions received from the Custodian concerning the acquisition, custody or
disposition of securities by Additional Subcustodians and shall transmit to the
Custodian any notices or reports received from Additional Subcustodians in
respect of securities held by such Additional Subcustodians.
X. The Subcustodian may, from time to time, appoint (and may at any time
remove) any bank or trust company as its agent for purposes of acquiring or
disposing of securities or carrying out such provisions of this Agreement as the
Subcustodian may, from time to time, direct; provided that the Subcustodian
shall be fully liable to the Custodian for the acts or omissions of such agents
to the same extent as if the acts or omissions of the agents were the acts or
omissions of the Subcustodian.
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XI. On each day on which there is a cash or securities transaction over the
account of the Custodian as custodian for the Customer, the Subcustodian shall
dispatch to the Custodian (and to the Customer if requested) separate cash and
securities advices. The Subcustodian shall furnish the Custodian at the end of
every month with a statement of the cash and securities held by the
Subcustodian and any Additional Subcustodians and a summary of all transactions
effected over the account. Such statements and summaries shall be sent by air
mail, telecommunications facilities or comparable means to the Custodian within
15 days after the end of each month. Upon request of the Custodian, additional
statements will be furnished at the expense of the Custodian.
XII. As compensation for the services rendered pursuant to this Agreement,
the Custodian shall pay the Subcustodian a fee computed in accordance with the
schedule attached hereto as Exhibit B, as such schedule may be amended from time
to time by written agreement between the Custodian and the Subcustodian. The
Custodian shall reimburse the Subcustodian for any reasonable out-of-pocket
expenses incurred by the Subcustodian in connection with its obligations
hereunder (including the fees and reasonable
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out-of-pocket expenses of Additional Subcustodians and agents).
XIII. Upon request, the Custodian shall deliver or shall request the
Customer to deliver, to the Subcustodian, such proxies, powers-of-attorney or
other instruments as may be necessary or desirable in connection with the
performance by the Subcustodian of its obligations under this Agreement.
XIV. So long as and to the extent that it is in the exercise of reasonable
care, the Subcustodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement. The Subcustodian shall not be liable
for any action taken or omitted in good faith upon any notice, request,
certificate or other instrument reasonably believed by it to be genuine and to
be signed by the proper party or parties. The Subcustodian shall be obligated
to exercise reasonable care and diligence in carrying out the provisions of this
Agreement; provided that the Subcustodian shall not thereby be required to take
any action which is in contravention of the laws of Japan or any other
applicable law. Notwithstanding the foregoing, the
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Subcustodian shall not be liable for (a) any violation by the Customer of any
limitation applicable to its powers to make expenditures, to invest in or pledge
securities or to borrow which does not involve action by the Subcustodian, and
(b) any violation by the Customer of any limitation applicable to its powers to
make investments, to invest in or pledge securities or to borrow which involves
action by the Subcustodian, provided that such action was authorized in
accordance with Paragraphs III, IV or V hereof. The Subcustodian shall be
entitled to and may act upon advice of counsel (who may be counsel for the
Customer) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
XV. This Agreement may be terminated at any time by the Custodian or the
Subcustodian by giving written notice to the other party at least thirty (30)
days prior to the date on which such termination is to become effective. Such
termination shall, inter alia, constitute a revocation of the Subcustodian's
authority to act on behalf of all Customers (including all authority granted to
the Subcustodian under any power-of-attorney executed in connection with this
Agreement). In the event of termination, the Subcustodian will deliver any
securities held
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by it or any Additional Subcustodians to the Custodian or to such successor
subcustodian as the Custodian shall instruct in a manner to be mutually agreed
upon by the parties hereto or in the failure of such agreement in a reasonable
manner. Further in the event of termination, the Subcustodian shall be entitled
to receive prior to the delivery of the securities held by it or any Additional
Subcustodians all accrued fees and unreimbursed expenses the payment of which is
contemplated by Paragraph XII hereof upon receipt by the Custodian of a final
statement setting forth such fees and expenses.
XVI. Except as the parties shall from time to time otherwise agree, all
instructions, notices, reports and other communications contemplated by this
Agreement shall be dispatched as follows:
If to the Custodian: Xxxxx Brothers Xxxxxxxx & Co.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Manager -
Securities Department
Telex No.: 940709
If to the Subcustodian: Xxxxxx Guaranty Trust Company
of New York
New Yurakucho Xxxxxxxx
00-0, 0-xxxxx, Xxxxxx-xxx
Xxxxxxx-xx
Xxxxx, Xxxxx
Attention: Custody Section
Telex No.: 78122805
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XVII. This Agreement constitutes the entire understanding and agreement of
the parties hereto, and neither this Agreement nor any provisions hereof may be
changed, waived, discharged or terminated except by a statement in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.
XVIII. This Agreement shall be binding upon and shall inure to the benefit
of the Custodian and the Subcustodian and their successors and assignees
provided that neither the Custodian nor the Subcustodian may assign this
Agreement or any of the rights or obligations hereunder without the prior
written consent of the other party.
XIX. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York. The parties hereto agree that
notwithstanding any provision or provisions of this Agreement of apparent
contrary effect, the Subcustodian shall have no obligation to take any action
which is contrary to any or several provisions of the laws, orders or
regulations of Japan. The Subcustodian shall not be liable for any expense or
damage to the Custodian or the Customer that may result from violation of any or
several of the foregoing laws, orders
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and regulations, except as such expense or damage is caused by the wilful
misconduct or negligence of the Subcustodian.
XX. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument. This Agreement shall become effective when one or more
counterparts have been signed and delivered by each of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
XXXXX BROTHERS XXXXXXXX & CO.
(the "Custodian")
Per Pro /s/ [illegible]
----------------------
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
TOKYO OFFICE
(the "Subcustodian")
By /s/ H. Xxxxx Xxxxxx
--------------------------
[illegible] Vice Pres.
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XXXXX BROTHERS XXXXXXXX & CO. 00 XXXXX XXXXXX
XXXXXX o NEW YORK o PHILADELPHIA XXXXXX, XXXXXXXXXXXXX 00000
PRIVATE BANKERS (000) 000-0000
November 16, 1976
Xxxxxx Guaranty Trust Company of New York
New Yurakucho Xxxxxxxx
00-0, 0-xxxxx, Xxxxxx-xxx
Xxxxxxx-xx
Xxxxx, Xxxxx
Dear Sirs:
Pursuant to the terms and conditions of the Master Subcustodian Agreement
(the "Agreement") dated as of November 8, 1976, between Xxxxx Brothers Xxxxxxxx
& Co. and yourself, you are hereby appointed subcustodian for Xxxxxxx
International Fund, Inc. a Maryland Corporation having its principal place of
business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
In connection with your appointment, we hereby deliver the following
documents:
1. A certificate signed by the Secretary of the Company as to
resolutions adopted by the Board of Directors: and
2. A power of attorney signed by a duly authorized officer of the
Company
If you accept this appointment, please sign and return the enclosed copy of
this letter, whereupon the appointment shall become a binding agreement.
Very truly yours,
/s/ [illegible]
per pro Xxxxx Brothers Xxxxxxxx & Co.
Accepted and agreed
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
TOKYO OFFICE
By /s/ H. Xxxxx Xxxxxx
-------------------------------
Dated: Nov 22, 1976
CERTIFICATE
I hereby certify to Xxxxxx Guaranty Trust Company of New York, Tokyo
Office, that at a meeting of the Board of Directors of Xxxxxxx International
Fund, Inc., a corporation organized under the laws of Maryland, duly called and
held at 10:00 A.M., on the 20th day of October, 1976, the following resolutions
were duly adopted and are now in full force and effect:
"RESOLVED, that Xxxxxx Guaranty Trust Company, Tokyo Office (the
"Bank") is designated as subcustodian for the safekeeping of securities and
funds of the Corporation pursuant to the terms and conditions of the Master
Subcustodian Agreement (the "Agreement") dated as of November 8th, 1976,
between Xxxxx Brothers Xxxxxxxx & Co. (the "Custodian") and the Bank, such
securities and funds to be held and disposed of by the Bank as subcustodian
for the Corporation pursuant to the terms and conditions of the Agreement;
FURTHER RESOLVED, that securities so held by the Bank may be held,
endorsed and delivered in the name or names of its nominee or nominees; and
FURTHER RESOLVED, that deposits and withdrawals of securities and
funds into and from the subcustody accounts of the Corporation may be made
upon the authorization of the Custodian."
IN WITNESS WHEREOF, I have hereunto set my hand as assistant secretary of
said corporation and affixed the corporate seal this 16th day of November 1976.
/s/ [illegible]
----------------------------
Assistant Secretary
[CORPORATE SEAL]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
THAT, the UNDERSIGNED hereby appoints Xxxxxx Guaranty Trust Company of New
York, Tokyo Office, New Yurakucho Xxxxxxxx, 00-0 0-xxxxx, Xxxxxx-xxx,
Xxxxxxx-xx, Xxxxx, Xxxxx (the "Bank") as its true and lawful proxy in its behalf
and authorizes the Bank to do the following:
1. To arrange for the acquisition in the undersigned's name of shares,
bonds, debentures and any and all other types of securities
(hereinafter collectively referred to as "Securities"), in accordance
with the instructions given by Xxxxx Brothers Xxxxxxxx & Co. (the
"Custodian"), including, without limitation, filing applications for
any validation, license or approval required from the Japanese
government in connection with such acquisition;
2. To apply for and effect transfer of title to the undersigned's name in
the proper register with respect to the Securities acquired and to act
as the standing proxy in Japan of
the undersigned with regard to the receipt of any and all notices
related to the Securities and the exercise of the undersigned's rights
as the holder thereof;
3. To arrange for the sale or other disposal of the Securities on behalf
of the undersigned upon specific instructions of the Custodian, and to
collect and receive the proceeds from such sale or disposition;
4. To receive the payment of dividends, distributions of profits,
interest and/or any other income from the Securities owned by the
undersigned;
5. To perform, even in the absence of explicit instructions, any and all
matters necessary or advisable, in the sole discretion of the Bank,
for protection of the undersigned's interests with respect to the
Securities;
6. To perform any and all procedures necessary or incidental for the
preservation of the privilege and benefit with regard to the taxation
granted to foreign investors under the Japanese tax laws or
international treaties, agreements
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or conventions to which Japan is a party.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney on
this 16th day of November, 1976.
/s/ Xxxxxxx International Fund, Inc.
------------------------------------
(Customer)
By: /s/ Xxxxx X. Xxx
------------------------------------
Vice President
/s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------
Notary Public
(or equivalent Public official)
Xxxxxx X. Xxxxxx, Xx.
MY COMMISSION EXPIRES OCTOBER 4, 1979
