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EXHIBIT 8.1
AMENDMENT TO CUSTODIAN AGREEMENT
Amendment made as of October 20, 1995 (the "Amendment"), between Strong
Asia Pacific Fund, Inc. (the "Fund") and Xxxxx Brothers Xxxxxxxx & Co. (the
"Custodian") to the Custodian Agreement dated December 20, 1993 between the
Fund and the Custodian (the "Custodian Agreement").
In consideration of the mutual covenants and agreements herein
contained, the Fund and the Custodian agree that the Custodian Agreement is
hereby amended as follows:
1. Section 2.D, Purchases, is amended to read in its entirety as
follows:
2.D Purchases - Upon receipt of proper instructions, as defined in
Section 2X, insofar as funds are available for the purpose, to pay for and
receive securities purchased for the account of a Fund, payment being made only
upon receipt of the securities (1) by the Subcustodian, or (2) by a clearing
corporation of a national securities exchange of which the Subcustodian is a
member, or (3) by a Securities System or a Foreign Depository. However, (i) in
the case of repurchase agreements entered into by a Fund, the Subcustodian (as
well as an Agent) may release funds to a Securities System, a Foreign
Depository or a Secondary Subcustodian prior to the receipt of advice from the
Securities System, Foreign Depository or Secondary Subcustodian that the
securities underlying such
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repurchase agreement have been transferred by book-entry into the Account (as
defined in Section 2U) of the Subcustodian (or such Agent) maintained with such
Securities System or to the Foreign Depository or Secondary Subcustodian, so
long as such payment instructions to the Securities System, Foreign Depository
or Secondary Subcustodian include a requirement that delivery is only against
payment for securities, (ii) in the case of foreign exchange contracts,
options, time deposits, call account deposits, currency deposits, and other
deposits, contracts or options pursuant to Sections 2J, 2L, 2M, 2N, the
Subcustodian may make payment therefor without receiving an instrument
evidencing said deposits, contracts or options so long as such payment
instructions detail specific deposits, contracts or options to be acquired, and
(iii) in the case of securities as to which payment for the securities and
receipt of the instrument evidencing the securities ordinarily take place in
different locations or through separate parties, the Subcustodian may make
payment for such securities prior to delivery thereof only if such payment is
in accordance with the terms of the instrument representing the security or the
generally accepted practice of Institutional Clients (as hereinafter defined)
in the country or countries in which the settlement occurs or the terms of the
instrument representing the security, but in all events subject to the standard
of care set forth in Section 6 hereof. "Institutional Clients" shall mean major
commercial banks, corporations,
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insurance companies, or substantially similar institutions, which, as a
substantial part of their business operations, purchase or sell securities
and make use of custodial services.
2. Section 2.F, Sales of Securities, is amended to read in its
entirety as follows:
2.F Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities which have been sold for the account of a Fund, but only
against payment therefor (1) in cash, by a certified check, bank cashier's
check, bank credit, or bank wire transfer, or (2) by credit to the account of
the Subcustodian with a clearing corporation of a national securities exchange
of which the Subcustodian is a member, or (3) by credit to the account of the
Subcustodian or an Agent of the Subcustodian with a Securities System or a
Foreign Depository. Notwithstanding the foregoing: (i) in the case of delivery
of physical certificates or instruments representing securities, the
Subcustodian may make delivery to the broker buying the securities, against
receipt therefor, for examination in accordance with "street delivery" custom,
provided that the payment therefor is to be made to the Subcustodian (which
payment may be made by a broker's check) or that such securities are to be
returned to the Subcustodian, and (ii) in the case of securities referred to in
clause (iii) of Section 2.D, the Subcustodian may make settlement, including
with respect to the form of payment, in accordance with the terms of the
instrument
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representing the security or the generally accepted trade practice of
Institutional Clients in the country or countries in which the settlement
occurs, but in all events subject to the standard of care set forth in Section
6 hereof, provided that the Subcustodian shall have taken all reasonable steps
to ensure prompt collection of the payment for, or return of, such securities
by the broker or its clearing agent and provided further that the Subcustodian
shall not be responsible for the selection of a broker or clearing agent that
fails or is unable to perform.
3. Section 2.L, Demand Deposit Bank Accounts, is amended to read in
its entirety as follows:
2.L Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund, subject only to draft or order by the Fund,
and to hold in such account or accounts as a deposit accepted on the
Custodian's books cash, including foreign currency, received for the account of
the Fund other than cash held as deposits with Banking Institutions in
accordance with the following paragraph. The responsibilities of the Custodian
for cash, including foreign currency, of a Fund accepted on the Custodian's
books as a deposit shall be that of a U.S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian may open
and operate an additional account(s) in such other banks or trust companies as
may be designated by the Fund in such
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instructions (any such bank or trust company so designated by the Fund being
referred to hereafter as a "Banking Institution"), and may deposit cash,
including foreign currency, of the Fund in such account or account(s), provided
that such account(s) (hereinafter collectively referred to as "demand deposit
bank accounts") shall be in the name of the Custodian or a nominee of the
Custodian for the account of the Fund or for the account of the Custodian's
customers generally and shall be subject only to the Custodian's draft or
order; provided that any such demand deposit bank account shall contain only
property held by the Custodian as a fiduciary or custodian for the Fund and/or
other customers and that the records of the Custodian shall indicate at all
times the Fund and/or other customers for which such funds are held in such
account and the respective interests therein. Such demand deposit accounts may
be opened with Banking Institutions in the United States and in other countries
and may be denominated in either U.S. Dollars or other currencies as the Fund
may determine. The records for each such account will be maintained by the
Custodian but the deposits in any such account shall not constitute a deposit
liability of the Custodian. All such deposits, including with Subcustodians,
shall be deemed to be portfolio securities of the Fund and accordingly the
responsibility of the Custodian therefor shall be the same as and no greater
than the Custodian's responsibility in respect of other portfolio securities of
the Fund. The authorization by the
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Fund to appoint a Subcustodian as such shall also constitute a proper
instruction to open a demand deposit bank account subject to the provisions of
this paragraph with such Subcustodian.
1. Except as amended above, all the provisions of the Custodian
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.
Strong Asia Pacific Fund, Inc.
By /s/ Xxx X. Xxxxxxxx
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Title Secretary
XXXXX BROTHERS XXXXXXXX & CO.
Per pro /s/ Xxxxxx X. Xxxxxxx
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