Exhibit 8.B.
CUSTODY AGREEMENT
This Custody Agreement is dated February 3, 1993 between XXXXXX XXXXXXX
TRUST COMPANY, a New York State chartered trust company (the "Custodian"), and
COLUMBIA SPECIAL FUND, INC. (the "Customer").
1. The Customer hereby appoints the Custodian as a custodian of securities
and other property owned or under the control of the Customer which are
delivered to the Custodian, or any Subcustodian as appointed below, from time to
time to be held in custody for the benefit of the Customer. The Customer
instructs the Custodian to establish on the books and records of the Custodian
an account (the "Account") in the name of the Customer. The Custodian shall
record in the Account and shall have general responsibility for the safekeeping
of all securities ("Securities"), cash and other property (all such Securities,
cash and other Property being collectively the "Property") of the Customer so
delivered for custody. 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 (the "Procedures Manual") prepared by the
Custodian and delivered to the Customer, 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 Property 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 A 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 Customer agrees that the Property may be physically held
outside the United States. The Custodian shall not be liable for any loss
resulting from the physical presence of any Property in a foreign country
including, 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
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of the Custodian for losses incurred by the Customer in respect of Securities
shall not be affected by the Custodian's use of Subcustodians.
3. With respect to Property held by a Subcustodian pursuant to Section 2:
(a) The Custodian will identify on its books as belonging to the Customer
any Property held by a Subcustodian for the Custodian's account;
(b) 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;
(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 other than property of
the Custodian's customers and as held solely for the benefit of customers
of the Custodian; and
(d) 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.
4. 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 use reasonable efforts to obtain from any securities depository
or clearing agency in which it deposits Property) an undertaking, to the extent
consistent with local practice 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.
5. The Custodian shall provide such reports and other information to the
Customer and to such persons as the Customer directs as the Custodian and the
Customer may agree from time to time including but not limited to an
identification of entities having possession
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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.
6. The Custodian shall make or cause any Subcustodian to make payments
from monies being held in the Account only:
(a) upon the purchase of Securities and then, to the extent consistent
with practice in the jurisdiction in which settlement occurs, upon the
delivery of such Securities;
(b) for payments to be made in connection with the conversion, exchange or
surrender of Securities;
(c) upon a request of the Customer that the Custodian return monies being
held in the Account;
(d) upon a request of the Customer that monies be exchanged for or used to
purchase monies denominated in a different currency and then only upon
receipt of such exchanged or purchased monies;
(e) as provided in Section 8 and 12 hereof;
(f) upon termination of this Custody Agreement as hereinafter set forth;
and
(g) 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 two sentences of this Section 6 and as
provided in Section 8, all payments pursuant to this Section 6 will be made only
upon receipt by the Custodian of Authorized Instructions (as hereinafter
defined) from 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 (f) of this Section 6 will be made in
accordance with Section 16.
7. The Custodian shall make or cause any Subcustodian to make transfers,
exchanges or deliveries of Securities only:
(a) upon sale of such Securities and then, to the extent consistent with
practice in the jurisdiction in which settlement occurs, upon receipt of
payment therefor;
(b) upon exercise of conversion, subscription, purchase, exchange or other
similar rights pertaining to such Securities and, if applicable to such
exercise and if consistent with practice in the applicable jurisdiction,
only on receipt of substitute or additional securities to be received upon
such exercise;
(c) as provided in Section 8 hereof;
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(d) upon the 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 transfer, exchange or delivery.
Except as provided in the last two sentences of this Section 7 and as
provided in Section 8, all transfers, exchanges or deliveries of Securities
pursuant to this Section 7 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 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 (d) of this Section 7 will be made in accordance with Section 16.
8. In the absence of Authorized Instructions from the Customer to the
contrary, the Custodian may, and 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 Securities
and to credit cash receipts to the 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 Securities 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 Securities;
(f) pay or cause to be paid, from the Account, any and all taxes and
levies in the nature of taxes imposed on Property by any governmental
authority in connection with custody of and 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 custody, sale, purchase, transfer and other dealings with the Property.
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9. "Authorized Instructions" of the Customer shall mean instructions
received by telecopy, tested telex, electronic link or other electronic means or
by such other means as may be agreed in writing in advance between the Customer
and the Custodian. The Custodian shall be entitled to act, and shall have no
liability for acting, in accordance with the terms of this Agreement or upon any
instructions, notice, request, consent, certificate or other instrument or paper
believed by it to be genuine and to have been properly executed by or on behalf
of the Customer.
10. Securities which must be held in registered form may be registered in
the name of the Custodian's nominee or, in the case of Securities in the custody
of an entity other than the Custodian, in the name of such entity's nominee.
The Customer agrees to hold the Custodian and Subcustodians and any such nominee
harmless from any liability arising out of any such person acting as a holder of
record of such Securities. The Custodian may without notice to the Customer
cause any Securities to cease to be registered in the name of any such nominee
and to be registered in the name of the Customer.
11. All cash received by the Custodian for the Account shall be held by
the Custodian as a short-term credit balance in favor of the Customer and, if
the Custodian and the Customer have agreed in writing in advance that such
credit balances shall bear interest, the Customer shall earn interest at the
rates and times as agreed between the Custodian and the Customer. The Customer
understands that any such credit balances will not be accompanied by the benefit
of any governmental insurance.
12. From time to time, the Custodian may arrange or extend short-term
credit for the Customer which is (i) necessary in connection with payment and
clearance of securities and foreign exchange transactions or (ii) pursuant to an
agreed schedule, as and if set forth in the Procedures Manual of credits for
dividends and interest payments on Securities. All such extensions of credit
shall be repayable by the Customer on demand. The Custodian shall be entitled
to charge the Customer interest for any such credit extension at rates to be
agreed upon from time to time. In addition to any other remedies available, the
Custodian shall be entitled to a right of set-off against the Property to
satisfy the repayment of such credit extensions and the payment of accrued
interest thereon. The Custodian may act as the Customer's agent or act as a
principal in foreign exchange transactions at such rates as are agreed from time
to time between the Customer and the Custodian.
13. The Customer represents that (i) the execution, delivery and
performance of this Agreement (including, without limitation, the ability to
obtain the short-term extensions of credit in accordance with Section 12) are
within the Customer's power and authority and have been duly authorized by all
requisite action (corporate or otherwise) and (ii) this Agreement
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and each extension of short-term credit extended or arranged for the benefit of
the Customer in accordance with Section 12 will at all times constitute a legal,
valid and binding obligation of the Customer and be enforceable against the
Customer in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights in general and subject to the effect of general principles of
equity (regardless of whether considered in a proceeding in equity or at law).
The Custodian represents that the execution, delivery and performance of
this Agreement is within the Custodian's power and authority and has been duly
authorized by all requisite action of the Custodian. This Agreement constitutes
the legal, valid and binding obligation of the Custodian enforceable against the
Custodian in accordance with its terms, except as may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors' rights
in general and subject to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law).
14. 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. 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. Upon the request of the Custodian, the
Customer agrees to deliver to the Custodian a duly executed power of attorney,
in form and substance satisfactory to the Custodian, authorizing the Custodian
to take any action or execute any instrument on behalf of the Customer as
necessary or advisable to accomplish the purposes of this Agreement.
15. 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 Account or any Property held therein. The Custodian is and any
Subcustodians are authorized to charge the Account for such items and the
Custodian shall have a lien, charge and security interest on any and all
Property for any amount owing to the Custodian for safe custody or
administration from time to time under this Agreement.
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If the Customer is a U.S. person as defined in Rule 902 promulgated by the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), the Customer recognizes that, in connection with the
Customer's election from time to time to participate in distributions of
securities (whether pursuant to rights offerings, warrant subscriptions,
mergers, reorganizations or otherwise) which have not been registered pursuant
to the Act, the Custodian may inform the issuer and its agents that the acquiror
of the securities is a U.S. person. The Custodian shall not be responsible to
the Customer for the consequences of any issuer's or agent's refusal to permit
the Customer to acquire such securities, and the Customer shall hold the
Custodian harmless from liability to the issuer and its agents in connection
with any such election by the Customer.
16. 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 statement in writing specifying the
successor custodian or other person to whom the Custodian shall transfer the
Property. In either event the Custodian, subject to the satisfaction of any
lien it may have, will transfer the Property to the person so specified. If the
Custodian does not receive such statement the Custodian, at its election, may
transfer the 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 the 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 Account
17. 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 to the
extent practicable and legally permissible, 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 16. 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.
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18. 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 Xxxxxx Xxxxxxx Trust Company, Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx,
Xxx Xxxx, 00000, 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.
19. 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 Xxxxxx Xxxxxxx
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
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
applicable to contracts executed in and to be performed in that state.
COLUMBIA SPECIAL FUND, INC.
By XXXXXX X. XXXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Address for record: 0000 XX Xxxxx Xxxxxx, XX Xxx 0000
Xxxxxxxx, Xxxxxx 00000-0000
Accepted:
XXXXXX XXXXXXX TRUST COMPANY
By X. XXXXXXX
--------------------
Authorized Signature
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Appendix A
CURRENT FEE SCHEDULE FOR COLUMBIA SPECIAL FUND, INC.
This letter describes Xxxxxx Xxxxxxx Trust Company's ("Xxxxxx Xxxxxxx")
compensation under this revised fee schedule dated June 7, 1993 with Columbia
Special Fund, Inc.
Xxxxxx Xxxxxxx'x 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 00
Xxxxx Xxxxxx $75 9
Spain $80 21
Sweden $50 11
Switzerland $35 12
United Kingdom $50 00
Xxxxxx Xxxxxx $35 4
Eurobonds $35 6
Euro CDs $120 per CD/month
Transactions are defined in the Xxxxxx Xxxxxxx Trust Company Billing Guide, as
is the method of calculating custody.
All new business will be separately negotiated. You are requested to contact
your customer 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.
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Appendix A
COLUMBIA SPECIAL FUND, INC.
Cash movements will not be charged.
Registration/transfer fees will be charged where incurred by Xxxxxx Xxxxxxx.
Stamp taxes/duties will be charged where incurred by Xxxxxx Xxxxxxx.
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 Special 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 Xxx Xxxxxxx, your customer executive, at
(000) 000-0000, or Xxxxx Xxxxxx, your billing representative, at (000) 000-0000.
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XXXXXX XXXXXXX 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
Bank CHESS**
Austria Euroclear OKB
Belgium Banque Bruxellas Xxxxxxx 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.
Corp. CCASS
Hungary Euroclear (see Austria) OKB
Citibank Budapest N/A
India* Hongkong & Shanghai Bank.
Corp. N/A
Indonesia Hongkong & Shanghai Bank.
Corp. N/A
Ireland Allied Irish Bank N/A
Israel Bank Hapoalim SECH
Italy Barclays Bank Monte Titoli S.p.A.
Japan Xxxxxx Xxxxxxx
International JASDEC
Mutual Fund
Clients: Mitsubishi Bank Ltd
Jordan Arab Bank N/A
Korea Standard Chartered Bank KCD
Malaysia Oversea Chinese Banking
Corp. MCD**
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.
Corp. N/A
Poland Bank Polska Kasa Opieki S.A. NDS
Mutual Fund
Clients: Citibank NDS
Portugal Banco Commercial Portugues N/A
Singapore Oversea Chinese Banking Corp. CDP
Spain Banco Santander SCLV
Sri Lanka Hongkong & Shanghai Bank.
Corp. CDS
Sweden Euroclear VPC
Switzerland XX Xxxxxx SEGA
Taiwan* Hongkong & Shanghai Bank.
Corp. TSCD
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 Mobilleres
Germany DKV Deutscher Kassenverein AG
Hong Kong CCASS Central Clearing and Settlement System
Hungary OKB OsterreicheKontrollbank (of Austria)
Xxxxxx XXXX 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 Xxxxxxxxxxx xx Xxxxxxx
Xxx Xxxxx 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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