EX-99.B8(a)
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 Custody Account in our name
and to hold therein as our custodian, upon the following terms and conditions,
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 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.
1. TRANSACTIONS. Unless you receive contrary written instructions from
us, and subject to the provisions of this Agreement, you are authorized:
(a) to receive all interest and dividends payable on the securities
and (except as hereinafter set forth in the section entitled
"Miscellaneous") to credit such interest and dividends to the demand
deposit cash account of ours with you designated by us to receive all sums
collected in respect of transactions in 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;
(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; 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. 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 further
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.) 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 regardless of by whom or by what means the
actual or purported facsimile signature or signatures thereon may have been
affixed thereto if such facsimile signature or signatures resemble 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 addition, you may rely and act upon instructions received by
telephone,
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telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic
instruction or trade information system acceptable to you 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 which you
may specify. You may also rely and act upon instructions transmitted
electronically through your TITAN Data Entry System or any similar electronic
instruction system acceptable to you. 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. 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 required by you at any time or from time to time. Unless otherwise
expressly provided, all authorizations and instructions 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 may put into effect and
modify from time to time. We shall safeguard any testkeys, 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. You may electronically record any
instructions given by telephone, and any other telephone discussions with
respect to the Custody Account or transactions pursuant to this Agreement.
If you are instructioned 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
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agent affiliated with you, for our account and risk in accordance with accepted
industry practices in the relevant market.
Except as may be provided otherwise herein, 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, including subsidiaries or
affiliates of yours, to perform certain of such functions.
In acting upon instructions to deliver securities against payment, you are
authorized, 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.
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 your name or in the name of your nominee or nominees or, 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 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 by you in your
sole discretion.
4. 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 ours. To assist us in complying
with the requirements of the Investment Company Act of 1940 and the rules and
regulations thereunder, you shall, upon receipt of instructions, establish and
maintain a segregated account or accounts on your books for and on behalf of the
Fund.
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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.
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 as though it had been settled
by the decree of a court of competent jurisdiction in an action where we and all
persons having or claiming an interest in the Custody Account or Cash Account
were parties.
5. 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.
6. 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 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. In
respect of all your other duties and obligations pursuant to the terms of this
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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. 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 any such loss or damage
may be claimed.
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.
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).
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
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Agreement, 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, or to maintain any insurance on securities in the Custody
Account for our benefit;
(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;
(d) to 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.
7. 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.
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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. 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.
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.
8. 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.
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9. 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, except that 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.
(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.
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(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.
10. SWEEP OF CASH BALANCES. Unless you receive contrary instructions from
us, you are directed automatically 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 and regardless of
whether or not you or an affiliate or subsidiary of yours receives any fees for
services rendered to any such mutual fund in addition to the fees received by
you pursuant to this Agreement, all of which such fees you are specifically
authorized to retain) 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. Further, in this regard, you are directed automatically 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. We agree that we shall read the
prospectus for any mutual fund prior to investing and acknowledge that
investments in mutual fund shares are not insured by the Federal Deposit
Insurance Corporation and are not obligations of or guaranteed by you.
11. TAXES. (a) You are authorized and directed, unless otherwise
instructed in particular transactions, to claim exemption from transfer taxes on
all transfers and deliveries of securities held for the Custody Account; and
(b) Unless we have already done so, we shall deliver promptly to you with
respect to each Custody Account established under this Agreement, two duly
completed and executed copies of the proper United States Internal Revenue
Service forms: (i) Form W-9, if we are a U.S. citizen or resident person; and
(ii) Form 1001, Form 4224, Form W-8 or Form 8709 (as applicable), if we are a
nonresident person, certifying our status as a nonresident person, and that we
are entitled to receive United States source payments under or in connection
with this Agreement without deduction as withholding or at a reduced rate of
withholding for United States federal income taxes. We agree to provide duly
executed and
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completed updates of such form(s) (or successor applicable forms), on or before
the date that such form(s) expire or become obsolete or after the occurrence of
an event requiring a change in the most recent form previously delivered by us
to you. We further agree to pay, indemnify, and hold you 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, you (i) to pay,
withhold or report any Federal, state or foreign taxes imposed on, or in respect
of, the property held in the Custody Account(s), or this Agreement, or (ii) to
report interest, dividend or other income paid or credited to the Cash Account,
whether such failure or delay by you to pay, withhold or report tax or income is
a result of (x) our failure to comply with the terms of this sub-paragraph, or
(y) your own acts or omissions; provided, however, we shall not be liable to you
for any penalty or additions to tax due as a result of your failure to pay or
withhold tax or to report to us interest, dividend or other income paid or
credited to the Cash Account solely as a result of your negligent acts or
omissions.
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, INDEMNIFICATION. We agree to pay you compensation for your
services pursuant to this Agreement at the fees of which you shall notify us
from time to time. We also agree to hold you and your officers, employees and
agents harmless from, and to indemnify and reimburse you and them for, all
claims, liabilities, losses, damages and expenses (including out-of-pocket and
incidental expenses and legal fees) incurred by you or them in connection with
or relating to the Custody Account or your acting under this Agreement, provided
that you or they, as the case may be, have not acted with negligence or willful
misconduct with respect to the events resulting in such claims, liabilities,
losses, damages or expenses.
14. LIEN. We hereby pledge, assign and grant to you a continuing security
interest in, and a lien on the securities in the Custody Account and any
securities in your possession or under your control for credit to the Custody
Account, and you shall have all of the rights and remedies of a secured party
under the New York Uniform Commercial Code, as amended, as security for any and
all obligations, matured or not matured, direct or indirect, absolute or
contingent, now due or hereafter to become due of us to you pursuant to this
Agreement; provided,however, if the Custody Account in which such securities are
credited is clearly designated on your records as an account in which our
interest is that of an agent or fiduciary for others, your security interest in
a particular security in such account will terminate at the time we pay to you
the settlement amount for such security in immediately available funds.
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15. SET-OFF. You may, without notice to us, setoff any sums held for us
or standing to the credit of any of our cash accounts with you in or towards the
satisfaction of any obligation of us to you under this Agreement, whether or not
any such sums or credits or obligations are matured or unmatured, direct or
indirect, absolute or contingent, and may do so notwithstanding that the
accounts may be maintained at different branches of yours and may not be
expressed in the same currency.
16. TERMINATION. Either party may terminate this Agreement at any time
upon thirty days written notice. Notice by us shall specify the names of the
persons to whom you shall deliver the securities in the Custody Account and to
whom the cash in the Cash Account shall be paid. If notice of termination is
given by the you, we shall, within thirty (30) days following the giving of such
notice, deliver to you a written notice specifying the names of the persons to
whom you shall deliver the securities in the Custody Account and to whom the
Cash in the Cash Account shall be paid. In either case, you will deliver such
securities and cash to the persons so specified. You may in your discretion
withhold from such delivery such cash and securities as may be necessary to
settle transactions pending at the time of such delivery. If within thirty (30)
days following the giving of a notice of termination by you, you do not receive
from us a written notice specifying the names of the persons to whom you shall
deliver the securities in the Custody Account and to whom the cash in the Cash
Account shall be paid, you may, at your election, deliver such securities and
pay such cash to a bank or trust company doing business in the State of New York
to be held and disposed of pursuant to the provisions of this Agreement, or may
continue to hold such securities and cash until a written notice as aforesaid is
delivered to you, provided that your obligations shall be limited to
safekeeping. Our obligations pursuant to the paragraphs under the headings
"Registration", "Settlements" and "Fees, Indemnification" shall survive the
termination of this Agreement.
17. 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:
Xxxxx Street Funds, Inc.
c/o The Northwestern Mutual Life Ins. Co.
Public Markets/Investment Operations
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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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
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. The headings of the
paragraphs hereof are included for convenience of reference only and do not form
a part of this Agreement.
19. 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.
20. 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.
21. 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.
22. 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.
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23. 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.
24. 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) of any party as
instructed in the payment order. We assume full responsibility for any
inconsistency between the name and identifying number of any party in payment
orders issued to you in our name.
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.
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25. REPRESENTATION. You represent and warrant that you are qualified
as a custodian under Section 26(a) of the Investment Company Act of 1940 and
warrant that you will remain so qualified or upon ceasing to be so qualified
shall promptly notify us in writing.
XXXXX STREET FUNDS, INC. (on behalf of
the _______________ Fund)
By:
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Title:
------------------------------
Date:
------------------------------
Accepted by:
THE CHASE MANHATTAN BANK
By:
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Title:
------------------
Date:
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