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EXHIBIT 8(a)
CHASE
GLOBAL CUSTODY AGREEMENT
This Agreement is effective December 6, 1996 and is between THE CHASE
MANHATTAN BANK ("Bank") and each of the investment companies listed on Exhibit
I hereto, as amended from time to time, each acting on its own behalf and not
on behalf of any other investment company and each being solely responsible for
its obligations (each, a "Customer").
1. CUSTOMER ACCOUNTS.
Bank shall establish and maintain the following accounts ("Accounts"):
(a) A custody account in the name of Customer ("Custody Account")
for any and all 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) for the account of Customer ("Securities"), and
(b) A deposit 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
Securities ("Assets") received in the Accounts and 2) give Instructions (as
defined in Section 11) concerning the Accounts. Bank may deliver securities 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 SECURITIES AND CASH AT BANK AND SUBCUSTODIAN LOCATIONS.
Unless Instructions specifically require another location acceptable
to Bank:
(a) Securities shall be held in the country or other jurisdiction
in which the principal trading market for such Securities is located, where
such Securities are to be presented for payment or where such Securities are
acquired, and
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(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 the
Securities 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 Securities 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. The
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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.
(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 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) Securities 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 Securities received
for, and delivery of Securities out of, the Custody Account may be made in
accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery of Securities to a
purchaser, dealer or their agents against a receipt with the expectation of
receiving later payment and free delivery. Delivery of Securities out of the
Custody Account may 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 Securities with respect to any sale,
exchange or purchase of Securities. Otherwise, such transactions shall be
credited or debited to the Accounts on the date cash or Securities 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.
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(ii) If any Securities 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:
(i) Present for payment any Securities 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.
(ii) Execute in the name of Customer such ownership and
other certificates as may be required to obtain payments in respect of
Securities.
(iii) Exchange interim receipts or temporary Securities for
definitive Securities.
(iv) Appoint brokers and agents for any transaction
involving the Securities, including, without limitation, Affiliates of
Bank or are Subcustodian.
(v) 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 Securities 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 Securities 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
concerning the Securities which requires discretionary action by the beneficial
owner of the Securities (other than a proxy), such as subscription rights,
bonus issues, stock repurchase plans and rights offerings, or legal notices or
other material intended to be transmitted to securities holders
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("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, 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
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).
(c) Tax Reclaims.
(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 Securities for the benefit of Customer which Bank believes
may be available to such Customer
(ii) The provision of tax reclaim services by Bank is
conditional upon Bank receiving from the beneficial owner of
Securities (A) a declaration of its identity and place of residence
and (B) certain other documentation (pro forma copies of which are
available from Bank). Customer acknowledges that, if Bank does not
receive such declarations, documentation and information, additional
United Kingdom taxation shall be deducted from all income received in
respect of Securities issued outside the United Kingdom and that U.S.
non-resident alien tax or U.S. backup withholding tax shall be
deducted from U.S. source income. Customer shall provide to Bank such
documentation and information as it 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.
(iii) Bank shall not be liable to Customer or any third
party for any tax, 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 the control of Bank.
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(iv) 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 Securities or Cash Accounts.
(v) 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 its absolute discretion, supplement or amend the
markets in which the 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.
(vi) 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.
(vii) 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 Affiliates of Bank); provided that Bank shall be liable
for the performance of any such third party to the same extent as Bank
would have been if it performed such services itself.
9. NOMINEES
Securities 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 Securities
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 Securities 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 Securities 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
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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.
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.
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) Bank shall use reasonable care with respect to its
obligations hereunder and the safekeeping of Assets. Bank shall 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 to the same extent that Bank would be
liable to Customer if Bank were holding such Assets in New York. In
the event of any loss to Customer by reason of the failure of Bank or
its Subcustodian to utilize 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
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. Bank shall not be responsible for the
insolvency of any Subcustodian which is not a branch or Affiliate of
Bank.
(ii) 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) Bank shall be indemnified by, and without liability
to Customer for any action taken or omitted by Bank whether pursuant
to Instructions or otherwise within the scope hereof if such act or
omission was in good faith, without negligence. 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 Securities;
(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 Securities are delivered or payments are made pursuant
hereto; and
(v) review or reconcile trade confirmations received from
brokers. Customer or its Authorized Persons (as defined in Section
10) issuing Instructions shall bear any responsibility to review such
confirmations against Instructions issued to and statements issued by
Bank.
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(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
issuer of Securities, act as a lender to the issuer of Securities, act in the
same transaction as agent for more than one customer, have a material interest
in the issue of Securities, or earn profits from any of the activities listed
herein.
13. FEES AND EXPENSES.
Customer shall pay Bank for its services hereunder such 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
administration of Customer's trading and investment activity, 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,
including standing 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 foreign exchange contract related to Accounts,
the terms and conditions of the then current foreign exchange contract of Bank,
its subsidiary, Affiliate or Subcustodian and, to the extent not inconsistent,
this Agreement shall apply to such transaction.
(b) Certification of Residency, etc. Customer certifies that it
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
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
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
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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 that
the Assets deposited in the Accounts are (Check one):
Employee Benefit Plan or other assets subject to the Employee
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Retirement Income Security Act of 1974, as amended ("ERISA");
X Investment Company assets subject to certain U.S. Securities
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and Exchange Commission rules and regulations;
Neither of the above.
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This Agreement consists exclusively of this document together with Schedule A,
Exhibit I and the following Rider(s) [Check applicable rider(s)]:
ERISA
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X INVESTMENT COMPANY
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X PROXY VOTING
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X SPECIAL TERMS AND CONDITIONS
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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 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
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
represents and warrants to Bank that: (A) it has full authority and power to
deposit and control the Securities and cash deposited in the Accounts; (B) it
has all necessary authority to use Bank as its custodian; (C) this Agreement is
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
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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 power and authority to perform
its obligations hereunder; (B) this Agreement constitutes a legal, valid and
binding obligation on it, 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
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 party in writing:
(a) Bank: The Chase Manhattan Bank, 0 Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, XX
00000, Attention: Global Custody Division; and (b) Customer: C/O Xxxxx Xxxxxx
Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx
X. Xxxxxxx or Xxxxxxxxx X. Xxxxx.
(j) Termination. This Agreement may be terminated by Customer 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 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) 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first-above written.
CUSTOMER
By: Xxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
Date: December 6, 1996
THE CHASE MANHATTAN BANK
By: Xxxx Xxxxx Xxxxxxxx
Title: Vice President
Date: December 6, 1996
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EXHIBIT I
Dated December 6, 1996
Xxxxx Xxxxxx World Funds, Inc.
Emerging Market Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
Xxxxx Xxxxxx Natural Resources Fund Inc.
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Diversified Strategic Income Fund
Consulting Group Capital Markets Funds (TRAK)
International Equity Investments
International Fixed Income Investments
Emerging Markets Equity Investments
The Italy Fund
Travelers Series Fund Inc. (Vintage)
GT Global Strategic Income Portfolio
Xxxxx Xxxxxx International Equity Portfolio
Xxxxx Xxxxxx Pacific Basin Portfolio
Travelers Series Trust (Architect)
Lazard International Stock Portfolio
Xxxxx Xxxxxx Series Trust (Symphony)
Diversified Strategic Income Fund
International Equity Fund
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Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
Each of the Investment Companies listed on Exhibit l to said Global Custody
Agreement
effective December 6, 1996
Customer represents that the Assets being placed 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.
Except to the extent that Bank has specifically agreed to comply with
a condition of a rule, regulation interpretation promulgated by or under the
authority of the Securities and Exchange Commission ("SEC") or the Exemptive
Order applicable to accounts of this nature issued to Bank (1940 Act, Release
No. 12053, November 20, 1981), as amended, or unless Bank has otherwise
specifically agreed, Customer shall be solely responsible to assure that the
maintenance of Assets hereunder complies with such rules, regulations,
interpretations or exemptive order promulgated by or under the authority of the
Securities Exchange Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used herein
shall mean a branch of a qualified U.S. bank, an eligible foreign
custodian or an eligible foreign securities depository, which are
further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as
defined in Rule 17f-5 under the 1940 Act,
(b) "eligible foreign custodian" 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 and that has
shareholders' equity in excess of S200 million in U.S. currency (or a
foreign currency equivalent thereof) as of the close of its fiscal
year most recently completed prior to the date hereof, (ii) a
majority owned direct or indirect subsidiary of a qualified U.S. bank
or bank holding company that is incorporated or organized under the
laws of a country other than the United States and that has
shareholders' equity in excess of S100 million in U.S. currency (or a
foreign currency equivalent thereof) as of the close of its fiscal
year most recently completed prior to the date hereof, (iii) a
banking institution or trust company incorporated or organized under
the laws of a country other than the United States or a majority
owned direct or indirect subsidiary of a qualified U.S. bank or bank
14
holding company that is incorporated or organized under the laws of a
country other than the United States which has such other
qualifications as shall be specified in Instructions and approved by
Bank, or (iv) any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the
laws of a country other than the United States, which operates (i)
the central system for handling securities or equivalent book-entries
in that country, or (ii) a transnational system for the central
handling of securities or equivalent book-entries.
Customer represents that its Board of Directors has approved each of
the Subcustodians listed in Schedule A hereto, and further represents that its
Board has determined that the use of each Subcustodian and the terms of each
subcustody agreement are consistent with the best interests of the Fund(s) and
its (their) shareholders. Bank shall supply Customer with any amendment to
Schedule A for approval. Customer has supplied or shall supply Bank with
certified copies of its Board of Directors resolution(s) with respect to the
foregoing prior to placing Assets with any Subcustodian so approved.
Section 11. Instructions.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made
pursuant to Section 5 and 6 hereof may be made only for the purposes
listed below. Instructions must specify the purpose for which any
transaction is to be made and Customer shall be solely responsible to
assure that Instructions are in accord with any limitations or
restrictions applicable to Customer by law or as may be set forth in
its prospectus.
(a) In connection with the purchase or sale of Securities at prices
as confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise
become payable;
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger,
consolidation, reorganization recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their terms into other
securities;
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
(f) For the payment of interest, taxes, management or supervisory
fees, distributions or operating expenses;
15
(g) In connection with any borrowings by Customer requiring a pledge
of Securities, but only against receipt of amounts borrowed;
(h) In connection with any loans, but only against receipt of
adequate collateral as specified in Instructions which shall reflect
any restrictions applicable to Customer;
(i) For the purpose of redeeming shares of the capital stock of
Customer and the delivery to, or the crediting to the account of,
Bank, its Subcustodian or Customer's transfer agent, such shares to be
purchased or redeemed;
(j) For the purpose of redeeming in kind shares of Customer against
delivery to Bank, its Subcustodian or Customer's transfer agent of
such shares to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement
among Customer, Bank and a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of The National
Association of Securities Dealers, Inc., relating to compliance with
the rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by Customer;
(l) For release of Securities to designated brokers under covered
call options, provided, however, that such Securities shall be
released only upon payment to Bank of monies for the premium due and a
receipt for the Securities which are to be held in escrow. Upon
exercise of the option, or at expiration, Bank shall receive from
brokers the Securities previously deposited. Bank shall act strictly
in accordance with Instructions in the delivery of Securities to be
held in escrow and shall have no responsibility or liability for any
such Securities which are not returned promptly when due other than to
make proper request for such return;
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related
transactions,
(n) For other proper purposes as may be specified in Instructions
issued by an officer of Customer which shall include a statement of
the purpose for which the delivery or payment is to be made, the
amount of the payment or specific Securities to be delivered, the name
of the person or persons to whom delivery or payment is to be made,
and a certification that the purpose is a proper purpose under the
instruments governing Customer, and
(o) Upon the termination hereof as set forth in Section 14(j).
Section 12. Standard of Care: Liabilities.
Add the following at the end of Section as 12:
(d) Bank hereby warrants to Customer that in its opinion, after due
inquiry, the established procedures to be followed by each of its
branches, each branch of a qualified
16
U.S. Bank, each eligible foreign custodian and each eligible foreign
securities depository holding Customer's Securities pursuant hereto
afford protection for such Securities at least equal to that afforded
by Bank's established procedures with respect to similar securities
held by Bank and its securities depositories in New York.
Section 14. Access to Records.
Add the following language to the end of Section 14(c):
Upon reasonable request from Customer, Bank shall furnish Customer
such reports (or portions thereof) of Bank's system of internal
accounting controls applicable to Bank's duties hereunder. Bank shall
endeavor to obtain and furnish Customer with such similar reports as
it may reasonably request with respect to each Subcustodian and
securities depository holding Assets.
17
Schedule A
COUNTRY NAME OF BRANCH, AFFILIATE OR SUBCUSTODIAN
Argentina Xxx Xxxxx Xxxxxxxxx Xxxx, Xxxxxx Xxxxx
Xxxxxxxxx The Chase Manhattan Bank, Sydney
Austria Creditanstalt Bankverein, Vienna
Bangladesh Standard Chartered Bank, Dhaka
Belgium Generale Bank, Brussels
Botswana Barclays Bank of Botswana Limited, Gabarone (guaranteed by
Barclays plc)
Brazil Banco Chase Manhattan, S.A., Sao Paulo
Canada Canada Trust, Toronto
Royal Bank of Canada, Toronto
XXXXX XXXXX, S.A., Luxembourg
Chile Chase Manhattan Bank, Xxxxxxxx
China (Shanghai) The Hongkong and Shanghai Banking Corporation Limited, Shanghai
China (Shenzhen) The Hongkong and Shanghai Banking Corporation Limited, Shenzhen
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria, Bogota
Cyprus Barclays Bank Plc. Micosia
Czech Republic Ceskoslovenka Obchodni Banka, S.A., Praha
Denmark Den Danske Bank, Copenhagen
Ecuador Citibank, N.A., Quito
Egypt National Bank of Egypt, Cairo
Estonia HansaBank, Tallinn
Eurobonds CEDEL, S.A., Luxembourg
EuroCDs First Chicago Clearing Centre, London (First Chicago Corp.)
Finland Xxxxxx Bank, Helsinki
France Banque Paribas, Paris
Germany Chase Bank A.G., Frankfurt
Ghana Barclays Bank of Ghana, Accra (guaranteed by Barclays PLC)
Greece Barclays Bank, PLC, Athens
Hong Kong Xxx Xxxxx Xxxxxxxxx Xxxx, Xxxx Xxxx
Xxxxxxx Citibank Budapest Rt., Budapest
lndia The Hongkong and Shanghai Banking Corporation Limited, Bombay
Deutsche Bank A.G., Bombay
Indonesia The Hongkong and Shanghai Banking Corporation Limited, Jakarta
Ireland Bank of Ireland, Dublin
lsrael Bank Leumi Le-lsrael B.M., Tel Aviv
Italy The Chase Manhattan Bank, Milan
Japan The Chase Manhattan Bank, Tokyo
Jordan Arab Bank Limited, Amman (Arab Banking Corp.)
Kenya Barclays Bank of Kenya Ltd. Nairobi (guaranteed by Barclays PLC)
Lebanon The British Bank of the Middle East, Ras-Beirut
Luxembourg Banque Generale du Luxembourg, S.A., Luxembourg
Malaysia The Chase Manhattan Bank, Kuala Lumpur
Mauritius The Hongkong and Shanghai Banking Corporation Limited
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Schedule A (continued)
COUNTRY NAME OF BRANCH,:AFFILIATE OR SUBCUSTODIAN
Mexico The Chase Manhattan Bank (Equities)
Banco de Nacional de Mexico (Govt bonds)
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Ltd, Windhoek
Netherlands ABN AMRO N.V., De Breda
New Zealand National Australia Bank Limited, Auckland
Norway Den Norske Bank, Oslo
Oman The British Bank of the Middle East, Muscat
Pakistan Citibank N.A., Karachi
Deutsche Bank A.G., Karachi
Peru Citibank, N.A., Lirna
Philippines The Hongkong and Shanghai Banking Corporation Limited, Manila
Poland Bank Handlowy W. Warzawie, S.A., Warsaw
Bank Polska Kasa Opieki S.A., Warsaw
Portugal Banco Espirito Santo and Commercial de Lisboa, Lisbon
Russia The Chase Manhattan Bank International. Moscow
Singapore The Chase Manhattan Bank, Singapore
Slovak Republic Ceskosloveneska Obchodni Banka, S.A., Bratislava
South Africa Standard Bank of South Africa, Johannesburg
South Korea The Hongkong and Shanghai Banking Corporation Limited, Seoul
Spain The Chase Manhattan Bank, Madrid
Sri Lanka The Hongkong and Shanghai Banking Corporation, Limited, Colombo
Swaziland Stanbic Bank Swaziland Ltd., Mbabane
Sweden Skandinaviska Enskilda Banken, Stockholm
Switzerland Union Bank of Switzerland, Zurich
Taiwan The Chase Manhattan Bank, Taiwan
Thailand The Chase Manhattan Bank, Bangkok
Tunisia Banque Internationale Arabe de Tunisie
Turkey Xxx Xxxxx Xxxxxxxxx Xxxx, Xxxxxxxx
Xxxxxx Xxxxxxx The Chase Manhattan Bank, London
United States The Chase Manhattan Bank, New York
Uruguay The First National Bank of Boston, N.A., Montevideo
Venezuela Citibank N.A., Caracas
Zambia Barclays Bank of Zambia, Lusaka (guaranteed by Barclays PLC)
Zimbabwe Barclays Bank of Zimbabwe, Harare (guaranteed by Barclays PLC)
2
19
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Each of the Investment Companies Listed on Exhibit I to said Global Custody
Agreement
Dated December 6, 1996.
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 Directions. 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.
20
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant
Securities 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 (e.g., 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.
2
21
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Securities (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 Securities 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 Securities
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 Securities, in each case, of
which Bank has received notice from the issuer of the Securities, or
as to which notice is published in publications routinely utilized by
Bank for this purpose.
