Exhibit 8.B.
MSTC
Custody Agreement
August 1992
CUSTODY AGREEMENT
Custody Agreement, dated August 6, 1992, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
COMPANY (the "Custodian") and Columbia International Stock Fund, Inc. (the
"Customer").
1. The Customer hereby appoints the Custodian as a custodian of Securities
(as hereinafter defined) owned or held by the Customer and instructs the
Custodian to establish an account identified as belonging to the Customer (the
"Account). The Custodian shall have general responsibility for the safekeeping
of such Securities and any and all monies and other property (collectively, the
"Property") received by the Custodian or any Subcustodian appointed as described
below for the account of the Customer. It is understood that the specific
procedures the Custodian will use in carrying out its responsibilities under
this Agreement are set forth in the procedures manual attached hereto as Exhibit
A (the "Procedures Manual"), as such Procedures Manual may be amended from time
to time by written agreement between the Custodian and the Customer. The
Customer acknowledges that the Procedures Manual constitutes an integral part of
this Agreement.
2. The Customer agrees that the Property held for the Customer's account
may be physically held outside the United States.
3. The Property held in the Account may be held in custody and deposit
accounts that have been established by the Custodian with one or more domestic
banks qualified under the Investment Act of 1940, as amended (the "Act"), to act
as a custodian, or foreign banks meeting the requirements of rule 17f-5 under
the Act or through the facilities of one or more clearing agencies or central
securities depositories, permitted by rule 17f-4 under the Act, in each case
approved by the Customer's Board of Directors, as listed on Exhibit C hereto
(the "Subcustodians"), as such Exhibit may be amended from time to time by
written agreement between the Custodian and the Customer. The Custodian may
hold Property for all of its customers with a Subcustodian in a single account
that is identified as belonging to the Custodian for the benefit of its
customers. Any Subcustodian may hold Property in a securities depository and
may utilize a clearing agency. The Custodian shall not be liable for any loss
resulting from the physical presence of any Property in a foreign country
including,
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but not limited to, losses resulting from nationalization, expropriation,
exchange controls or acts of war or terrorism. Except as provided in the
previous sentence, the liability of the Custodian for losses incurred by the
Customer in respect of Property held by the Custodian for the Customer's account
shall not be affected by the Custodian's use of Subcustodians.
4. With respect to Property held by a Subcustodian pursuant to Section 3:
(a) The Custodian will identify on its books as belonging to the Customer
any Property held by such Subcustodian for the Custodian's account;
(b) In the event that the Subcustodian holds Property in a securities
depository or clearing agency, such Subcustodian will be required by its
agreement with the Custodian to identify on its books such Property as being
held for the account of the Custodian as a custodian for its customers;
(c) The Custodian shall require that Property held by the Subcustodian for
the Custodian's account be identified on the Subcustodian's books as separate
from any property held by the Subcustodian and as held solely for the benefit of
customers of the Custodian; and
(d) The Custodian will hold Property through a Subcustodian only if (i)
such Subcustodian and any securities depository or clearing agency in which such
Subcustodian holds Property, or any of their creditors, may not assert any
right, charge, security interest, lien, encumbrance or other claim of any kind
to such Property except a claim of payment for its safe custody or
administration and (ii) beneficial ownership of such Property may be freely
transferred without the payment of money or value other than for safe custody or
administration.
5. The Custodian shall allow the Customer's accountants reasonable access
to the Custodian's records relating to the Property held by the Custodian as
such accountants may reasonably require in connection with their examination of
the Customer's affairs and/or confirmation of the contents of these records.
The Custodian shall also obtain from any Subcustodian (and will require each
Subcustodian to obtain from any securities depository or clearing agency in
which it deposits Property) an undertaking, to the extent consistent and the
laws of the jurisdiction or jurisdictions to which such Subcustodian, securities
depository or clearing agency is subject, to permit independent public
accountants such reasonable access to the records of such Subcustodian,
securities depository or clearing agency or confirmation of the contents thereof
as may be reasonably required in connection with the examination of the
Customer's affairs or to take such other action as the Custodian in its judgment
may deem sufficient to ensure such reasonable access.
6. The Custodian shall provide such reports and other information to the
Customer as the Custodian and the Customer may agree from time to time including
but not limited to an
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identification of entities having possession of Property of the Customer and
notification of any transfer to or from each account maintained by a foreign
Subcustodian for the Custodian on behalf of the Customer.
7. The Custodian shall make or cause any Subcustodian to make payments
from monies being held in the Customer's account, except as provided in Section
9 hereof, only
(a) upon the purchase of Eligible Securities for the account of the
Customer and then only upon the delivery of such Eligible Securities;
(b) for payments to be made in connection with the conversion, exchange or
surrender of Eligible Securities in the Customer's account;
(c) upon a request of the Customer that the Custodian return monies being
held in the Customer's account;
(d) upon termination of this Custody Agreement as hereinafter set forth;
and;
(e) for any other purpose upon receipt of explicit instructions of the
Customer accompanied by evidence reasonably acceptable to the Custodian as to
the authorization of such payment.
Except as provided in the last sentence of this Section 7, all payments
pursuant to this Section 7 will be made only upon receipt by the Custodian of
Authorized Instructions (as hereinafter defined) of the Customer which shall
specify the purpose for which the payment is to be made. In the event that it
is not possible to make a payment in accordance with Authorized Instructions of
the Customer, the Custodian shall proceed in accordance with the procedures set
forth in the Procedures Manual. Any payment pursuant to subsection (d) of this
Section 7 will be made in accordance with Section 14.
8. Eligible Securities held for the Customer's account will be
transferred, exchanged or delivered by the Custodian or a Subcustodian, except
as provided in Section 9 hereof, only
(a) upon sale of such Eligible Securities for the account of the Customer
and then only upon receipt of payment therefor;
(b) upon exercise of conversion, subscription, purchase or other similar
rights represented by such Eligible Securities;
(c) in the case of warrants, rights or similar securities, upon the
surrender thereof in the exercise of such warrants, rights or similar
securities;
(d) for delivery in connection with any loans of securities made by the
Customer, but only against receipt of such collateral as agreed upon from time
to time by the Custodian and the Customer;
(e) upon the termination of this Custody Agreement as hereinafter set
forth; and
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(f) for any other purpose upon receipt of explicit instructions of the
Customer accompanied by evidence reasonably acceptable to the Custodian as to
the authorization of such transfer, exchange or delivery.
Except as provided in the last sentence of this Section 8, all transfers,
exchanges or deliveries of Eligible Securities in the Customer's account
pursuant to this Section 8 will be made only upon receipt by the Custodian of
Authorized Instructions of the Customer which shall specify the purpose for
which the transfer, exchange or delivery is to be made. In the event that it is
not possible to transfer Eligible Securities in accordance with Authorized
Instructions of the Customer, the Custodian shall proceed in accordance with the
procedures set forth in the Procedures Manual. Any transfer or delivery pursuant
to subsection (e) of this Section 8 will be made in accordance with Section 14.
9. In the absence of Authorized Instructions from the Customer to the
contrary, the Custodian may, and it may authorize any subcustodian to:
(a) make payments to itself or others for reasonable expenses of handling
Property or other similar items relating to its duties under this Agreement,
provided that all such payments shall be accounted for to the Customer;
(b) receive and collect all income and principal with respect to Eligible
Securities in the Customer's account and to credit cash receipts to the
Customer's account;
(c) exchange securities when the exchange is purely ministerial
(including, without limitation, the exchange of interim receipts or temporary
securities for securities in definitive form and the exchange of warrants, or
other documents of entitlement to securities, for the securities themselves);
(d) surrender Eligible Securities in the Customer's account at maturity or
when called for redemption upon receiving payment therefor;
(e) execute in the Customer's name such ownership and other certificates
as may be required to obtain the payment of income from Eligible Securities held
in the Customer's account;
(f) pay or cause to be paid, from the Customer's account, any and all
taxes and levies in the nature of taxes imposed on Property in the Customer's
account by any governmental authority in connection with transactions in such
Property;
(g) endorse for collection, in the name of the Customer, checks, drafts
and other negotiable instruments; and
(h) in general, attend to all nondiscretionary details in connection with
the sale, purchase, transfer and other dealings with the Property held for the
Customer's account by the Custodian or by a Subcustodian, except as otherwise
directed by the Customer.
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10. "Authorized Instructions" of the Customer shall mean instructions
received by tested telex or telecopy or by such other means as may be agreed in
writing between the Customer and the Custodian. Unless otherwise specified in
this Agreement, the Custodian shall be entitled to act, and shall have no
liability for acting upon any instructions, notice, request, consent,
certificate or other instrument or paper reasonably believed by it to be genuine
and to have been properly executed by or on behalf of the Customer.
11. Eligible Securities held for the Customer's account which must be held
in registered form may be registered in the name of the Custodian's nominee or,
in the case of Eligible Securities in the custody of an entity other than the
Custodian, in the name of such entity's nominee. The Customer agrees to hold
any such nominee harmless from any liability as a holder of record of such
Eligible Securities. The Custodian may without notice to the Customer cause any
such Eligible Securities to cease to be registered in the name of any such
nominee and to be registered in the name of the Customer.
12. The Custodian shall be responsible for the performance of only such
duties as are set forth in this Agreement or the Procedures Manual or contained
in Authorized Instructions given to the Custodian which are not contrary to the
provisions of any relevant law or regulation or of this Agreement or the
Procedures Manual. The Custodian shall hold harmless and indemnify the Customer
from and against any loss, damage, cost, expense, liability or claim arising out
of the Custodian's negligent or willful failure to comply with the terms of this
Agreement or arising out of the Customer's negligence or willful misconduct.
13. The Customer agrees to pay to the Custodian from time to time such
compensation for its services pursuant to this agreement as may be mutually
agreed upon from time to time and the Custodian's reasonable out-of-pocket or
incidental expenses. The Customer hereby agrees to hold the Custodian harmless
from any liability or loss resulting from any taxes or other governmental
charges, and any expenses related thereto, which may be imposed or assessed with
respect to the Customer's account or any Property held therein and also agrees
to hold the Custodian, any Subcustodians, and their respective nominees harmless
from any liability as a record holder of Eligible Securities in the Customer's
account. The Custodian is and any Subcustodians are authorized to charge any
account of the Customer for such items and the Custodian shall have a lien on
any and all Property in the Customer's account for any amount owing to the
Custodian for safe custody or administration from time to time under this
Agreement
14. This Agreement may be terminated by the Customer or the Custodian by
60 days written notice to the other, sent by registered mail. If notice of
termination is given, the Customer shall, within 15 days following the giving of
such notice, deliver to the Custodian a
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statement in writing specifying the successor custodian or other person to whom
the Custodian shall transfer the Property in the Customer's account. In either
event the Custodian, subject to the satisfaction of any lien it may have, will
transfer such Property to the person so specified. If the Custodian does not
receive such statement the Custodian, at its election, may transfer such
Property to a bank or trust company established under the laws of the United
States or any state thereof to be held and disposed of pursuant to the
provisions of this Agreement or may continue to hold such Property until such a
statement is delivered to the Custodian. In such event the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian remains in possession of any Property and the provisions of this
Agreement relating to the duties and obligations of the Custodian shall remain
in full force and effect; provided, however, that the Custodian shall no longer
settle any transactions in securities for the Customer's account.
15. The Custodian, its agents and employees will maintain the
confidentiality of information concerning the Property held in the Customer's
account, including in dealings with affiliates of the Custodian. In the event
the Custodian or any Subcustodian is requested or required to disclose any
confidential information concerning the Property, the Custodian shall promptly
notify the Customer of such request or requirement so that the Customer may seek
a protective order or waive the Custodian's or such Subcustodian's compliance
with this Section 15. In the absence of such a waiver, if the Custodian or such
Subcustodian is compelled, in the opinion of its counsel, to disclose any
confidential information, the Custodian or such Subcustodian may disclose such
information to such persons as, in the opinion of counsel, is so required.
16. Any notice or other communication from the Customer to the Custodian,
unless otherwise provided by this Agreement, shall be sent by certified or
registered mail to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: Vice President, and any notice from the Custodian
to the Customer is to be mailed postage prepaid, addressed to the Customer at
the address appearing below, or as it may hereafter be changed on the
Custodian's records in accordance with notice from the Customer.
17. The Custodian may assign all of its rights and obligations hereunder
to any other entity which is qualified to act as custodian under the terms of
this Agreement and majority-owned, directly or indirectly, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Group Inc., and upon the assumption of the rights and obligations hereunder by
such entity, such entity shall succeed to all of the rights and obligations of,
and be substituted for, the Custodian hereunder as if such entity had been
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originally named as custodian herein. The Custodian shall give prompt written
notice to the Customer upon the effectiveness of any such assignment.
This Agreement shall bind the successors and assigns of the Customer and
the Custodian and shall be governed by the laws of the State of New York.
COLUMBIA INTERNATIONAL STOCK FUND, INC.
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇
Address for record: ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇
Accepted:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST COMPANY
By ▇. ▇▇▇▇▇▇▇
-------------------------------
Authorized Signature
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PROPOSED FEE SCHEDULE - PAGE 1 OF 2
COLUMBIA INTERNATIONAL STOCK FUND, INC.
This letter describes ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust Company's ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇")
compensation under this revised fee schedule dated April 1, 1992.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ compensation shall be as follows:
Transaction BP Custody
County/ Fee Fee
Product US dollars Basis Points
------- ---------- ------------
Australia 75 14
Austria 50 11
Belgium 50 11
Canada ▇▇ ▇
▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇ 75 15
Germany 35 8
Hong Kong 75 15
Ireland 80 ▇▇
▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇ ▇▇ ▇
▇▇▇▇▇▇▇▇ 100 15
Mexico ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇
New Zealand 75 ▇▇
▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 80 ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇
▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇ 35 ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ 35 4
Eurobonds 35 6
Euro CDs $120 per CD/month
Transactions are defined in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust Company Billing Guide, as
is the method of calculating custody.
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PROPOSED FEE SCHEDULE - PAGE 2 OF 2
COLUMBIA INTERNATIONAL STOCK FUND, INC.
All new business will be separately negotiated. You are requested to contact
your client executive if you are trading in new countries or in new products.
In-Kind transactions will not be charged.
Cash movements will not be charged.
Registration/transfer fees will be charged where incurred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Stamp taxes/duties will be charged where incurred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
All fees are calculated and billed monthly arrears. Payment terms are as
specified in your Billing Guide.
The fees are due for renegotiation two years from the date of the Agreement and
they will remain effective until renegotiation is complete.
MSTC agrees to limit the transaction fees charged to Columbia International
Stock Fund, Inc. (the Fund) to 100 per month for the first three months
following the launch date of the Fund. Beyond the third month MSTC will resume
charging for all transactions as described in your Billing Guide.
Signed on Behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Signed on Behalf of Columbia International
Stock Fund, Inc. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
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Appendix A
CURRENT FEE SCHEDULE FOR COLUMBIA INTERNATIONAL STOCK FUND, INC.
This letter describes ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust Company's ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇")
compensation under this revised fee schedule dated June 7, 1993 with Columbia
International Stock Fund, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ compensation shall be as follows:
Transaction Custody Rate
County/Product Rate (Basis Points)
--------------- ---- --------------
Australia $75 14
Austria $50 11
Belgium $50 11
Canada $75 8
Denmark $35 14
Finland $35 20
France $75 15
Germany $35 8
Hong Kong $75 15
Ireland $80 12
Italy $80 12
Japan $30 6
Malaysia $100 15
Mexico $125 30
Netherlands $50 12
New Zealand $75 15
Norway $35 10
Singapore $80 ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ $75 9
Spain $80 21
Sweden $50 11
Switzerland $35 12
United Kingdom $50 ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ $35 4
Eurobonds $35 6
Euro CDs $120 per CD/month
Transactions are defined in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust Company Billing Guide, as
is the method of calculating custody.
All new business will be separately negotiated. You are requested to contact
your client executive if you are trading in new countries or in new products.
If your customer executive is not notified ahead of time, you will charged at
the MSTC generic rates for each respective new country / new product.
In-Kind transactions will not be charged.
10
Appendix A
COLUMBIA INTERNATIONAL STOCK FUND, INC.
Cash movements will not be charged.
Registration/transfer fees will be charged where incurred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Stamp taxes/duties will be charged where incurred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
All fees are calculated and billed monthly in arrears.
The fees are due for renegotiation two years from the date of the Agreement, and
they will remain effective until renegotiation is complete.
MSTC agrees to limit the transaction fees charged to Columbia International
Stock Fund, Inc. (the Fund) to 100 per month for the first three months
following the launch date of the Fund. Beyond the third month MSTC will resume
charging for all transactions as described in your Billing Guide.
For further assistance, please contact ▇▇▇ ▇▇▇▇▇▇▇, your customer executive, at
(▇▇▇) ▇▇▇-▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇▇, your billing representative, at (▇▇▇) ▇▇▇-▇▇▇▇.
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST COMPANY
MARKET COVERAGE/CENTRAL DEPOSITORY LIST
APRIL 1993
COUNTRY AGENT CENTRAL DEPOSITORY
-------- ------ -------------------
Argentina Citibank N.A. Caja de Valores
Australia Australia and New Zealand CHESS**
Bank
Austria Euroclear OKB
Belgium Banque Bruxellas ▇▇▇▇▇▇▇ CIK
Brazil Banco de Boston BOVESPA
Rio de Janeiro Stock Exchange
Canada Toronta Dominion Bank CDS
Chile Citibank N.A. N/A
China Hongkong & Shanghai Bank.
Corp.
Shenzhen Exchange: Citibank, N.A.
Standard Chartered Bank
Hongkong & Shanghai Bank,
Corp.
Shanghia Exchange: Shanghai Exchange
Colombia Cititrust N/A
Denmark Euroclear VP
Finland Euroclear N/A
France Banque Indosuez SICOVAM
Germany BHF Bank DKV
Greece Citibank N.A. N/A
Hong Kong Hongkong & Shanghai Bank. CCASS
Corp.
Hungary Euroclear (see Austria) OKB
Citibank Budapest N/A
India* Hongkong & Shanghai Bank. N/A
Corp.
Indonesia Hongkong & Shanghai Bank. N/A
Corp.
Ireland Allied Irish Bank N/A
Israel Bank Hapoalim SECH
Italy Barclays Bank Monte Titoli S.p.A.
Japan ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ JASDEC
International
Mutual Fund Clients: Mitsubishi Bank Ltd
Jordan Arab Bank N/A
Korea Standard Chartered Bank KCD
Malaysia Oversea Chinese Banking MCD**
Corp.
Mexico Citibank N.A. S.D. Indeval
Netherlands ABN Amro Bank NECIGEF
New Zealand Bank of New Zealand N/A
Norway Euroclear VPS
Registered Shares: Christiana Bank
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COUNTRY AGENT CENTRAL DEPOSITORY
-------- ------- -------------------
Pakistan Standard Chartered Bank SCD**
Peru Citibank N.A. N/A
Philippines Hongkong & Shanghai Bank. N/A
Corp.
Poland Bank Polska Kasa Opieki NDS
S.A.
Mutual Fund Clients: Citibank NDS
Portugal Banco Commercial Portugues N/A
Singapore Oversea Chinese Banking CDP
Corp.
Spain Banco Santander SCLV
Sri Lanka Hongkong & Shanghai Bank. CDS
Corp.
Sweden Euroclear VPC
Switzerland ▇▇ ▇▇▇▇▇▇ SEGA
Taiwan* Hongkong & Shanghai Bank. TSCD
Corp.
Thailand Standard Chartered Bank SDC
Turkey Citibank N.A. N/A
United Kingdom Barclays Bank PLC N/A
USA DTC DTC
National Westminster N/A
Uruguay Citibank N.A. N/A
Venezuela Citibank N.A. N/A
*Not operational until sub-custody agreement is secured.
**These central depositories are not in operation as of yet.
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GUIDE TO CENTRAL DEPOSITORY ABBREVIATIONS
Country Mnemonic Central Depository
--------- -------- ------------------
Australia** CHESS Clearing House Electronic Subregister System
Austria OKB OsterreicheKontrollbank
Belgium CIK Caisse Interprofesionelle de Depots et de
Virements de Tires
Brazil BOVESPA Sao Paulo Stock Exchange
Canada CDS The Canadian Depository for Securities
Denmark VP Vaerdipapircentralen
French SICOVAM Societe Interprofessionelle pour la Compensation
des Valeurs Mobillere
Germany DKV Deutscher Kassenverein AG
Hong Kong CCASS Central Clearing and Settlement System
Hungary OKB OsterreicheKontrollbank (of Austria)
▇▇▇▇▇▇ ▇▇▇▇ Stock Exchange Clearing House
Japan JASDEC Japan Securities Depository Center
Korea KCD Korean Central Depository
Malaysia** MCD* Malaysian Central Depository
Netherlands NECIGEF Netherlands Central Institute for Giral
Effectenclearing
Norway VPS Verdipapirsentralen
Pakistan** SCD Securities Central Depository Co.
Poland NDS National Directory of Securities
Singapore CDP Central Depository Pte Ltd.
Spain SCLV Serviclo de Compensacion ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ CDS Central Depository System Pvt Ltd
Sweden VPC Vardipapperscentralen
Switzerland SEGA Schweizerische EffektenGiro AG
Taiwan* TSCD Taiwan Securities Depository Co.
Thailand SCD Share Depository Center
*Not operational until sub-custody agreement is secured.
**These central depositories are not in operation as of yet.
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