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EXHIBIT 9(b)(2)
AMENDMENT TO THE MASTER SUBCUSTODIAN AGREEMENT
Amendment made as of February, 23rd 1994 (the "Amendment"), between
Banco Espirito Santo e Comercial de Lisboa (the "Subcustodian") and Xxxxx
Brothers Xxxxxxxx & Co. (the "Custodian") to the Master Subcustodian Agreement
dated April 26, 1989, between the Subcustodian and the Custodian (as heretofore
amended) the "Master Subcustodian Agreement".
In consideration of the mutual convenants and agreements herein
contained, the Subcustodian and the Custodian agree that the Master Subcustodian
Agreement is hereby amended as follows:
1. Section 3's introduction and Section 3(a) are amended to read in
their entirety as follows:
"3. The Subcustodian shall hold and dispose of securities held by or
deposited with the Subcustodian as follows:
(a) The Subcustodian shall (i) open and maintain on its books
a separate account or accounts in the name of the Custodian or a nominee of the
Custodian as custodian for a single Customer or as custodian for more than one
or all Customers generally, provided that any such account(s) shall contain only
securities held by the Subcustodian as a fiduciary or custodian for a Customer
or Customers (and accordingly shall not contain assets of the Subcustodian or
the Custodian); and (ii) open and maintain with Authorized Depositories an
account or accounts in its name, provided that any such account(s) shall contain
only securities held by the Subcustodian as a fiduciary or custodian for one or
more Customers or for its clients generally (and accordingly shall not contain
assets of the Subcustodian or the Custodian). All such securities shall be held
and disposed of by the Subcustodian for, and subject at all times to the
instructions of, the Custodian pursuant to the terms of this Agreement.
The Subcustodian shall maintain adequate records which identify the
securities as being held by it in favor of the Custodian for a Customer or for
more than one or all Customers
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generally (whether such securities are held directly by the Subcustodian or by
an Authorized Depository) and in connection therewith shall clearly record such
securities on the Subcustodian's books as being held on behalf of the
Custodian's Customers and not for the Subcustodian's or the Custodian's own
interest. To the extent securities are physically held by the Subcustodian, such
securities shall be physically segregated from the assets of the Subcustodian
and the Custodian and, to the extent feasible, from the assets of the
Subcustodian's other clients.
Securities which are eligible for deposit in an Authorized Depository
may be maintained with the Authorized Depository in an account or accounts for
one or more Customers and/or the Subcustodian's clients as described above.
Securities which are not deposited in an Authorized Depository shall be held in
the following forms: (i) securities issued only in bearer form shall be held in
bearer form, (ii) securities issued only in registered form shall be registered
in the name of the Subcustodian, the Custodian or the Customer which is the
beneficial owner thereof, or in the name of a nominee thereof, and (iii)
securities issued in both bearer and registered form which are freely
interchangeable without penalty shall be held in bearer form if received in such
form or shall be registered in the manner contemplated in clause (ii) if
received by the Subcustodian in registered form, unless alternate instructions
are furnished by the Custodian".
2. Section 4's introduction and Section 4(a) are amended to read in
their entirety as follows:
"4. The Subcustodian shall hold and dispose of cash and cash
equivalents (collectively referred to as "cash") hereafter held by or deposited
with the Subcustodian as follows:
(a) The Subcustodian shall (i) open and maintain on its books, as the
Custodian shall instruct, (x) an account or accounts in the name of the
Custodian or a nominee of the Custodian and/or (y) one or more accounts each of
which shall be in the name of the Custodian or a nominee of the Custodian as
custodian for a single named Customer and shall contain only cash held by the
Subcustodian as a fiduciary or custodian for such Customer; and (ii) open and
maintain with Authorized Depositories (x) an account or accounts in its name
and/or (y) one or more accounts each of which shall be in the name of the
Subcustodian as a custodian for a single
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named Customer and shall contain only cash held by the Subcustodian as a
fiduciary or custodian for such Customer. Each such account shall be subject to
draft or order by the Subcustodian acting pursuant to the instructions of the
Custodian under the terms of this Agreement. The Subcustodian shall maintain
adequate records which identify the amount of cash held for the Custodian or
each named Customer in each such account."
Except as amended above, all the provisions of the Master Subcustodian
Agreement as heretofore in effect shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
Banco Espirito Santo e Comercial Xxxxx Brothers Xxxxxxxx & Co.
de Lisboa
/s/J. Andre per pro /s/
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(signature)
Xxxxx Xxxxx, General Manager
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(name/title)
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