Exhibit 8(f)(1)
MASTER SUBCUSTODIAN AGREEMENT
AGREEMENT dated as of June 4, 1979, between Xxxxx Brothers Xxxxxxxx & Co.,
a limited partnership organized under the laws of the State of New York (the
"Custodian"), and Xxx Xxxxx Xxxxxxxxx Xxxx, X.X., Xxxx Xxxx office (the
"Subcustodian").
WITNESSETH:
WHEREAS, the Custodian has entered into certain custodian agreements and
may in the future enter into additional custodian agreements whereby cash and
securities will be held outside the United States;
WHEREAS, the Custodian desires to utilize subcustodians for the purpose of
holding cash and securities outside the United States; and
WHEREAS, the Subcustodian is willing to enter into an agreement whereby it
may, from time to time, be appointed as subcustodian for the Custodian's
customers (each such customer shall hereinafter be referred to as a "customer");
NOW, THEREFORE, the Custodian and Subcustodian hereby agree as follows:
I. Upon the terms and conditions set forth in this Agreement and subject in
each case to acceptance by the Subcustodian, the Subcustodian may, at any time
and from time to time, be appointed as subcustodian for a Customer by delivery
to the Subcustodian of a letter substantially in the form of Exhibit A hereto.
II. The Custodian may from time to time deposit securities or cash with the
Subcustodian. The Subcustodian shall not be
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responsible for any property of the Customer not delivered to the Subcustodian.
III. The Subcustodian shall hold and dispose of the securities hereafter
held by or deposited with the Subcustodian as follows:
A. The Subcustodian shall hold in a separate account, and physically
segregated at all times from those of any other persons, firms or
corporations, pursuant to the provisions hereof, all securities received by
it for the account of the Custodian as custodian for the Customer. All such
securities are to be held or disposed of by the Subcustodian for, and
subject at all times to the instructions of, the Custodian pursuant to the
terms of this Agreement.
B. Upon receipt of instructions from the Custodian, the Subcustodian shall
release or deliver securities owned by the Customer only for the following
purposes:
(1) upon sale of securities for the account of the Customer
against receipt of payment therefor by cash, certified or cashier's
check, or bank credit;
(2) to the issuer thereof or its agent when securities are
called, redeemed, retired or otherwise become payable, provided that
the
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cash is to be delivered to the Subcustodian;
(3) for exchange for a different number of bonds or certificates
representing the same aggregate face amount or number of units, for
exchange or conversion pursuant to any plan of merger, consolidation,
recapitalization, reorganization or readjustment of the securities of
the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and
cash if any, are to be delivered to the Subcustodian;
(4) in the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities; provided that the surrender of interim receipts or
temporary securities for definitive securities may be made at any
time; provided that, in any such case, the securities are to be
delivered to the Subcustodian;
(5) in the case of tender offers or similar offers to purchase
received in writing, the delivery of securities to the designated
depository or other receiving agent. The
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Subcustodian shall have full responsibility for transmitting to the
Custodian any such offers received by it. Thereafter, the Custodian,
if it desires to respond to such offer, shall have full responsibility
for providing the Subcustodian with all necessary instructions in
timely enough fashion for the Subcustodian to act thereon prior to any
expiration time for such offer;
(6) upon receipt from the Custodian of instructions directing
disposition of securities in a manner other than or for purposes other
than the manners and purposes enumerated in the foregoing five items;
provided, however, that disposition pursuant to this item (6) shall be
made by the Subcustodian only upon receipt of instructions from the
Custodian specifying the amount of such securities to be delivered,
the purpose for which the delivery is to be made, and the name of the
person or persons to whom such delivery is to be made.
IV. The Subcustodian shall hold and dispose of cash hereafter held by or
deposited with the Subcustodian as follows:
A. The Subcustodian shall open and maintain with the Hong Kong office
of The Chase Manhattan Bank,
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N.A. a separate account or accounts in the name of the Custodian as
custodian for the Customer, subject only to draft or order by the
Subcustodian acting pursuant to the terms of this Agreement. The
Subcustodian shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it for the account of the Custodian
as custodian for the Customer.
B. Upon receipt of instructions from the Custodian, the Subcustodian
shall make payments of cash for the account of the Customer from such cash
only for the following purposes:
(1.) upon the purchase of securities for the account of the
Customer but only against the delivery of such securities to the
Subcustodian,
(2) in connection with the subscription, conversion, exchange,
tender or surrender of securities owned by the Customer as set forth
in Paragraph IIIB hereof, and
(3) for deposit with the Custodian or with such other banking
institutions as may from time to time be approved by the Customer.
V. All instructions shall be in writing executed by the Custodian, and the
Subcustodian shall not be required to act on instructions otherwise
communicated; provided, however, that the Subcustodian may in its dis-
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cretion act on the basis of instructions received via telecommunications
facilities if the Subcustodian reasonably believes such instructions to have
been dispatched by the Custodian. The Subcustodian may require that instructions
received via telecommunications facilities be authenticated. The Subcustodian
shall be protected in acting upon any instructions, notice, request, consent,
certificate or other instrument or paper reasonably believed by it to be genuine
and to have been properly executed. The Subcustodian may receive and accept a
certificate signed by a partner of the Custodian as conclusive evidence of the
authority of any person to act on behalf of the Custodian, and such certificate
may be considered as in full force and effect until receipt by the Subcustodian
of written notice to the contrary.
VI. Unless and until the Subcustodian receives instructions from the
Custodian to the contrary, the Subcustodian shall:
A. Present for payment all coupons and other income items held by it
for the account of the Custodian as custodian for the Customer which call
for payment upon presentation and hold the cash received by it upon such
payment for the account of the Custodian as custodian for the Customer;
B. Collect interest and cash dividends received, with notice to the
Custodian, for the account of the Custodian as custodian for the Customer;
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C. Hold for the account of the Custodian as custodian for the Customer
hereunder all stock dividends, rights and similar securities issued with
respect to any securities held by it hereunder.
VII. The Subcustodian shall execute on behalf of the Custodian, in the
Customer's name, any declarations, affidavits, or certificates of ownership
which may be necessary or useful from time to time for the Subcustodian to
perform any or several of its obligations arising under the provisions of this
Agreement.
VIII. If the Subcustodian shall receive any notices or reports in respect
of securities held by it hereunder, it shall promptly upon receipt thereof
transmit to the Custodian by airmail, telecommunications facilities, or
comparable means any such notices or reports.
IX. The Subcustodian may, from time to time, appoint other offices of The
Chase Manhattan Bank, N.A. (located outside the United States) and such other
persons as are approved in advance by the Custodian and the Customer
("Additional Subcustodians") for purposes of acquiring, holding or disposing of
securities outside of Hong Kong. The Subcustodian shall be fully liable to the
Custodian for the acts or omissions of such Additional Subcustodians to the same
extent as if the acts or omissions of the Additional Subcustodians were the acts
or omissions of the Subcustodian. Upon receipt of instructions from the
Custodian, the Subcustodian shall terminate any Additional Subcustodians
appointed pursuant to the provisions of this paragraph in the manner provided in
the applicable agreement.
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The Subcustodian shall transmit to Additional Subcustodians any
instructions received from the Custodian concerning the acquisition, custody or
disposition of securities by Additional Subcustodians and shall transmit to the
Custodian any notices or reports received from Additional Subcustodians in
respect of securities held by such Additional Subcustodians.
X. The Subcustodian may, from time to time, appoint (and may at any time
remove) any bank or trust company as its agent for purposes of acquiring or
disposing of securities or carrying out such provisions of this Agreement as the
Subcustodian may, from time to time, direct; provided that the Subcustodian
shall be fully liable to the Custodian for the acts or omissions of such agents
to the same extent as if the acts or omissions of the agents were the acts or
omissions of the Subcustodian.
XI. On each day on which there is a cash or securities transaction over the
account of the Custodian as custodian for the Customer, the Subcustodian shall
dispatch to the Custodian (and to the Customer if requested) separate cash and
securities advices. The Subcustodian shall furnish the Custodian at the end of
every month with a statement of the cash and securities held by the Subcustodian
and any Additional Subcustodians and a summary of all transactions effected over
the account. Such statements and summaries shall be sent by air mail,
telecommunications facilities or comparable means to the Custodian within 15
days after the end of each. month. Upon request of the Custodian, additional
statements will be furnished at the expense of the Custodian.
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XII. As compensation for the services rendered pursuant to this Agreement,
the Custodian shall pay the Subcustodian a fee computed in accordance with the
schedule attached hereto as Exhibit B, as such schedule may be amended from time
to time by written agreement between the Custodian and the Subcustodian. The
Custodian shall reimburse the Subcustodian for any reasonable out-of-pocket
expenses incurred by the Subcustodian in connection with its obligations
hereunder (including the fees and reasonable out-of-pocket expenses of
Additional Subcustodians and agents).
XIII. Upon request, the Custodian shall deliver, or shall request the
Customer to deliver, to the Subcustodian, such proxies, powers-of-attorney or
other instruments as may be necessary or desirable in connection with the
performance by the Subcustodian of its obligations under this Agreement.
XIV. So long as and to the extent that it is in the exercise of reasonable
care, the Subcustodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement. The Subcustodian shall not be liable
for any action taken or omitted in good faith upon any notice, request,
certificate or other instrument reasonably believed by it to be genuine and to
be signed by the proper party or parties. The Subcustodian shall be obligated to
exercise reasonable care and diligence in carrying out the provisions of this
Agreement; provided that the Subcustodian shall not thereby be required to take
any action which is in contravention of the laws of Hong Kong or any other
applicable law. Notwithstanding the foregoing, the
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Subcustodian shall not be liable for (a) any violation by the Customer of any
limitation applicable to its powers to make expenditures, to invest in or pledge
securities or to borrow which does not involve action by the Subcustodian, and
(b) any violation by the Customer of any limitation applicable to its powers to
make investments, to invest in or pledge securities or to borrow which involves
action by the Subcustodian, provided that such action was authorized in
accordance with Paragraphs III, IV or V hereof. The Subcustodian shall be
entitled to and may act upon advice of counsel (who may be counsel for the
Customer) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
XV. This Agreement may be terminated at any time by the Custodian or the
Subcustodian by giving written notice to the other party at least thirty (30)
days prior to the date on which such termination is to become effective. Such
termination shall, inter alia, constitute a revocation of the Subcustodian's
authority to act on behalf of all Customers (including all authority granted to
the Subcustodian under any power-of-attorney executed in connection with this
Agreement). In the event of termination, the Subcustodian will deliver any
securities held by it or any Additional Subcustodians to the Custodian or to
such successor subcustodian as the Custodian shall instruct in a manner to be
mutually agreed upon by the parties hereto or in the failure of such agreement
in a reasonable manner. Further in the event of termination, the Subcustodian
shall be entitled to receive prior to the delivery
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of the securities held by it or any Additional Subcustodians all accrued fees
and unreimbursed expenses the payment of which is contemplated by Paragraph XII
hereof upon receipt by the Custodian of a final statement setting forth such
fees and expenses.
XVI. Except as the parties shall from time to time otherwise agree, all
instructions, notices, reports and other communications contemplated by this
Agreement shall be dispatched as follows:
If to the Custodian: Xxxxx Brothers Xxxxxxxx & Co.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Manager-Securities Department
Telex No.: 940709
If to the Subcustodian: The Chase Manhattan Bank, N.A.
G. P. 0. Box 104
Hong Kong B. C. C.
Attention: Custody Section
Telex No.: 73437
XVII. This Agreement constitutes the entire understanding and agreement of
the parties hereto, and neither this Agreement nor any provisions hereof may be
changed, waived, discharged or terminated except by a statement in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.
XVIII. This Agreement shall be binding upon and shall inure to the benefit
of the Custodian and the Subcustodian and their successors and assignees
provided that neither the Custodian nor the Subcustodian may assign this
Agreement or any of the rights or obligations hereunder without the prior
written consent of the other party.
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XIX. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York. The parties hereto agree that,
notwithstanding any provision or provisions of this Agreement of apparent
contrary effect the Subcustodian shall have no obligation to take any action
which is contrary to any or several provisions of the laws, orders or
regulations of Hong Kong. The Subcustodian shall not be liable for any expense
or damage to the Custodian or the Customer that may result from violation of any
or several of the foregoing laws, orders and regulations, except as such expense
or damage is caused by the wilful misconduct or negligence of the Subcustodian.
XX. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument. This Agreement shall become effective when one or more
counterparts have been signed and delivered by each of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
XXXXX BROTHERS XXXXXXXX & CO.
(the "Custodian")
per pro /s/ [illegible]
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THE CHASE MANHATTAN BANK, N.A.
(the "Subcustodian")
By /s/ [illegible]
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