GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective September 30, 1996, and is between THE CHASE
MANHATTAN BANK ("Bank") and XXXXXX XXXXXXX RUSSIA & NEW EUROPE FUND, INC.
("Customer").
1. CUSTOMER ACCOUNTS.
Bank agrees to establish and maintain the following accounts ("Accounts"):
(a) A custody account in the name of Customer ("Custody Account") for any
and all stocks, shares, bonds, debentures, notes, mortgages or other obligations
for the payment of money, bullion, coin and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase or subscribe for
the same or evidencing or representing any other rights or interests therein and
other similar property whether certificated or uncertificated as may be received
by Bank or its Subcustodian (as defined in Section 3) for the account of
Customer ("Securities"); and
(b) A deposit account in the name of Customer ("Deposit Account") for any
and all cash in any currency received by Bank or its Subcustodian for the
account of Customer, which cash shall not be subject to withdrawal by draft or
check.
Customer warrants its authority to: (1) deposit the cash and Securities
("Assets") received in the Accounts and (2) give Instructions (as defined in
Section 11) concerning the Accounts. Bank may deliver Securities of the same
class in place of those deposited in the Custody Account.
Upon written agreement between Bank and Customer, additional Accounts may
be established and separately accounted for as additional Accounts hereunder.
2. MAINTENANCE OF SECURITIES AND CASH AT BANK AND SUBCUSTODIAN LOCATIONS.
All Securities delivered to the Bank or to any Subcustodian (other than in
bearer form) shall be registered in the name of the Customer or in the name of a
nominee of the Customer or in the name of the Bank or any nominee of the Bank
(with or without indication of fiduciary status) or in the name of any
Subcustodian or any nominee of such Subcustodian appointed pursuant to Section 3
hereof or shall be properly endorsed and in form for transfer satisfactory to
the Bank. In the absence of Proper Instructions, the Bank shall have no power or
authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose
of any Securities and non-cash Assets, except in accordance with the express
terms hereof.
Unless Instructions specifically require another location acceptable to
Bank:
(a) Securities shall be held in the country or other jurisdiction in which
the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(b) Cash shall be credited to an account in a country or other jurisdiction
in which such cash may be legally deposited or is the legal currency for the
payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and Bank can comply with such
Instructions, Bank is authorized to maintain cash balances on deposit for
Customer with itself or one of its "Affiliates" at such reasonable rates of
interest as may from time to time be paid on such
accounts, or in non-interest bearing accounts as Customer may direct, if
acceptable to Bank. For purposes hereof, the term "Affiliate" shall mean an
entity controlling, controlled by, or under common control with, Bank.
If Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by Bank and Customer.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets that are in the
Accounts in accounts which Bank has established with one or more of its branches
or Subcustodians. Bank and Subcustodians are authorized to hold any of the
Securities in their account with any securities depository in which they
participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to Schedule
A. Upon request by Customer, Bank shall identify the name, address and principal
place of business of any Subcustodian of Customer's Assets and the name and
address of the governmental agency or other regulatory authority that supervises
or regulates such Subcustodian.
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4. USE OF SUBCUSTODIAN.
(a) Bank shall identify the Assets on its books as belonging to Customer.
(b) A Subcustodian shall hold such Assets together with assets belonging to
other customers of Bank in accounts identified on such Subcustodian's books as
custody accounts for the exclusive benefit of customers of Bank.
(c) Any Assets in the Accounts held by a Subcustodian shall be subject only
to the instructions of Bank or its agent. Any Securities held in a securities
depository for the account of a Subcustodian shall be subject only to the
instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding the
Bank's customer assets shall provide that such assets shall not be subject to
any right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian except for safe custody or administration, and that the beneficial
ownership of such assets shall be freely transferable without the payment of
money or value other than for safe custody or administration. The foregoing
shall not apply to the extent of any special agreement or arrangement made by
Customer with any particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the Deposit Account
upon receipt of Instructions which include all information required by Bank.
(b) In the event that any payment to be made under this Section 5 exceeds
the funds available in the Deposit Account, Bank, in its discretion, may advance
Customer such excess amount which shall be deemed a loan payable on demand,
bearing interest at the rate customarily charged by Bank on similar loans.
(c) If Bank credits the Deposit Account on a payable date, or at any time
prior to actual collection and reconciliation to the Deposit Account, with
interest, dividends, redemptions or any other amount due, Customer shall
promptly return any such amount upon oral or written notification: (i) that such
amount has not been received in the ordinary course of business or (ii) that
such amount was incorrectly credited. If Customer does not promptly return any
amount upon such notification, Bank shall be entitled, upon oral or written
notification to Customer, to reverse such credit by debiting the Deposit Account
for the amount previously credited. Bank or its Subcustodian shall have no duty
or obligation to institute legal proceedings, file a claim or a proof of claim
in any insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for Customer upon Instructions after
consultation with Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Securities shall be transferred, exchanged or delivered by Bank or its
Subcustodian upon receipt by Bank of Instructions which include all information
required by Bank. Settlement and payment for, Securities received for, and
delivery of Securities out of, the Custody Account may be made in accordance
with the customary or established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivery of Securities to a purchaser,
dealer or their agents against a receipt with the expectation of receiving later
payment and free delivery. Delivery of Securities out of the Custody Account may
also be made in any manner specifically required by Instructions acceptable to
Bank.
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(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Securities with respect to any sale,
exchange or purchase of Securities. Otherwise, such transactions shall be
credited or debited to the Accounts on the date cash or Securities are actually
received by Bank and reconciled to the Account.
(i) Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a reasonable
period, determined by Bank in its discretion, after the contractual settlement
date for the related transaction.
(ii) If any Securities delivered pursuant to this Section 6 are
returned by the recipient thereof, Bank may reverse the credits and debits of
the particular transaction at any time.
7. ACTIONS OF BANK.
A. Bank shall follow Instructions received regarding assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
(i) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income items which
call for payment upon presentation, to the extent that Bank or Subcustodian is
actually aware of such opportunities.
(ii) Execute in the name of Customer such ownership and other certificates
as may be required to obtain payments in respect of Securities.
(iii) Exchange interim receipts or temporary Securities for definitive
Securities.
(iv) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, Affiliates of Bank or any
Subcustodian.
(v) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
B. Upon receipt of Instructions and not otherwise, the Bank, directly or
through the use of a Securities Depository or the Book-Entry System, shall:
(i) Execute and deliver to such persons as may be designated in such
Instructions, proxies, consents, authorizations, and any other instruments
whereby the authority of the Customer as owner of any securities may be
exercised;
(ii) Deliver any Securities held for the Customer against receipt of other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(iii) Deliver any securities held for the Customer to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of
assets of any corporation, against receipt of such certificates of deposit,
interim receipts or other instruments or documents as may be issued to it to
evidence such delivery;
(iv) Make such transfers or exchanges of the assets of the Customer and
take such other steps as shall be stated in said Instructions to be for the
purpose of effectuating any duly authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Customer;
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(v) Release Securities belonging to the Customer to any bank or trust
company for the purpose of pledge or hypothecation to secure any loan incurred
by the Customer; provided, however, that securities shall be released only upon
payment to the Bank of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made, subject to
proper prior authorization, further Securities may be released for the purpose;
and pay such loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or notes evidencing the
loan;
(vi) Deliver any Securities held for the Customer upon the exercise of a
covered call option written by the Customer on such Securities; and
(vii) Deliver Securities held for the Customer pursuant to separate
security lending agreements concerning the lending of the Customer's securities
into which the Customer may enter, from time to time; it being understood that
the Bank shall not be obligated to act as lending agent for the Customer.
The Bank will send the Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of the
Assets. Unless the Customer sends the Bank a written exception or objection to
any Bank statement within sixty (60) days of receipt, the Customer shall be
deemed to have approved such statement.
All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of
Customer. Bank shall have no liability for any loss occasioned by delay in the
actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Securities in the Custody Account in
respect of which Bank has agreed to take any action hereunder.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) Corporate Actions. Whenever Bank receives information concerning the
Securities which requires discretionary action by the beneficial owner of the
Securities (other than a proxy), such as subscription rights, bonus issues,
stock repurchase plans and rights offerings, or legal notices or other material
intended to be transmitted to securities holders ("Corporate Actions"), Bank
shall give Customer notice of such Corporate Actions to the extent that Bank's
central corporate actions department has actual knowledge of a Corporate Action
in time to notify its customers and Bank shall use reasonable efforts to obtain
information concerning Corporate Actions.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action is received which
bears an expiration date, Bank shall endeavor to obtain Instructions from
Customer or its Authorized Person, but if Instructions are not received in time
for Bank to take timely action, or actual notice of such Corporate Action was
received too late to seek Instructions, Bank is authorized to sell such rights
entitlement or fractional interest and to credit the Deposit Account with the
proceeds or take any other action it deems, in good faith, to be appropriate in
which case it shall be held harmless for any such action.
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(b) Proxy Voting. Bank shall provide proxy voting services, if elected by
Customer, in accordance with the terms of the proxy voting services rider
hereto. Proxy voting services may be provided by Bank or, in whole or in part,
by one or more third parties appointed by Bank (which may be Affiliates of
Bank).
(c) Tax Reclaims.
(i) Subject to the provisions hereof, Bank shall apply for a reduction
of withholding tax and any refund of any tax paid or tax credits which apply in
each applicable market in respect of income payments on Securities for the
benefit of Customer which Bank believes may be available to such Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon
Bank receiving from the beneficial owner of Securities (A) a declaration of its
identity and place of residence and (B) certain other documentation (pro forma
copies of which are available from Bank). Customer acknowledges that, if Bank
does not receive such declarations, documentation and information, additional
United Kingdom taxation shall be deducted from all income received in respect of
Securities issued outside the United Kingdom and that U.S. non-resident alien
tax or U.S. backup withholding tax shall be deducted from U.S. source income.
Customer shall provide to Bank such documentation and information as Bank may
require in connection with taxation, and warrants that, when given, this
information shall be true and correct in every respect, not misleading in any
way, and contain all material information. Customer undertakes to notify Bank
immediately if any such information requires updating or amendment.
(iii) Bank shall not be liable to Customer or any third party for any
tax, fines or penalties payable by Bank or Customer, and shall be indemnified
accordingly, whether these result from the inaccurate completion of documents by
Customer or any third party, or as a result of the provision to Bank or any
third party of inaccurate or misleading information or the withholding of
material information by Customer or any other third party, or as a result of any
delay of any revenue authority or any other matter beyond the control of Bank.
The Bank shall be liable for any such tax, fines or penalties resulting from the
willful default, gross negligence or bad faith of the Bank, its employees,
Subcustodians or agents.
(iv) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Deposit Account any taxes or levies required by any
revenue or governmental authority for whatever reason in respect of the
Securities or Cash Accounts.
(v) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to Customer
from time to time and Bank may, by notification in writing, at its absolute
discretion, supplement or amend the markets in which the tax reclaim services
are offered. Other than as expressly provided in this sub-clause, Bank shall
have no responsibility with regard to Customer's tax position or status in any
jurisdiction.
(vi) Customer confirms that, in connection with the tax reclaim
services contemplated hereby, Bank is authorized to disclose any information
requested by any revenue authority or any governmental body in relation to
Customer or the Securities and/or Cash held for Customer.
(vii) Tax reclaim services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may be Affiliates of
Bank); provided that Bank shall be liable for the performance of any such third
party to the same extent as Bank would have been if it performed such services
itself.
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9. NOMINEES.
Securities which are ordinarily held in registered form may be registered
in a nominee name of Bank, Subcustodian or securities depository, as the case
may be. Bank may without notice to Customer cause any such Securities to cease
to be registered in the name of any such nominee and to be registered in the
name of Customer. In the event that any Securities registered in a nominee name
are called for partial redemption by the issuer, Bank may allot the called
portion to the respective beneficial holders of such class of security in any
manner Bank deems to be fair and equitable. Customer shall hold Bank,
Subcustodians, and their respective nominees harmless from any liability arising
directly or indirectly from their status as a mere record holder of Securities
in the Custody Account.
10. AUTHORIZED PERSONS.
As used herein, the term "Authorized Person" means employees or agents
including investment managers as have been designated by written notice from
Customer or its designated agent to act on behalf of Customer hereunder. Such
persons shall continue to be Authorized Persons until such time as Bank receives
Instructions from Customer or its designated agent that any such employee or
agent is no longer an Authorized Person.
11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized Person
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank which Bank believes in good faith to have been given by
Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Bank may specify. Unless
otherwise expressly provided, all Instructions shall continue in full force and
effect until canceled or superseded.
Any Instructions delivered to Bank by telephone shall promptly thereafter
be confirmed in writing by an Authorized Person (which confirmation may bear the
facsimile signature of such Person), but Customer shall hold Bank harmless for
the failure of an Authorized Person to send such confirmation in writing, the
failure of such confirmation to conform to the telephone instructions received
or Bank's failure to produce such confirmation at any subsequent time. Bank may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer shall be
responsible for safeguarding any testkeys, identification codes or other
security devices which Bank shall make available to Customer or its Authorized
Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) Bank shall be responsible for the performance of only such duties as
are set forth herein or expressly contained in Instructions which are consistent
with the provisions hereof as follows:
(i) Bank shall use reasonable care with respect to its obligations
hereunder and the safekeeping of Assets. Bank shall be liable to Customer for
any loss which shall occur as the result of the failure of a Subcustodian to
exercise reasonable care with respect to the safekeeping of such Assets to the
same extent that Bank would be liable to Customer if Bank were holding such
Assets in New York. In the event of any loss to Customer by reason of the
failure of Bank or its Subcustodian to utilize reasonable care, Bank shall be
liable to Customer only to the extent of Customer's direct damages, to be
determined based on the market value of the property which is the subject of the
loss at the date of discovery of such loss and without reference to any special
conditions or circumstances. Bank shall have no liability whatsoever for any
consequential, special, indirect or speculative loss or damages (including,
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but not limited to, lost profits) suffered by Customer in connection with the
transactions contemplated hereby and the relationship established hereby even if
Bank has been advised as to the possibility of the same and regardless of the
form of the action. Bank shall not be responsible for the insolvency of any
Subcustodian which is not a branch or Affiliate of Bank.
(ii) Bank shall not be responsible for any act, omission, default or
the solvency of any broker or agent which it or a Subcustodian appoints unless
such appointment was made negligently or in bad faith, and such act does not
constitute willful misfeasance on the part of the Bank or a reckless disregard
of the Bank's duties, obligations and responsibilities hereunder.
(iii) Bank shall be indemnified by, and without liability to Customer
for any action taken or omitted by Bank whether pursuant to Instructions or
otherwise within the scope hereof if such act or omission was in good faith,
without negligence. In performing its obligations hereunder, Bank may rely on
the genuineness of any document which it believes in good faith to have been
validly executed.
(iv) Customer agrees to pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of any taxes or
other governmental charges, and any related expenses with respect to income from
or Assets in the Accounts, other than any income tax on profits payable by the
Bank with respect to fees paid to the Bank out of the Account for services
rendered by the Bank hereunder.
(v) Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for Customer) on all matters and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
(vi) Bank need not maintain any insurance for the benefit of Customer.
(vii) Without limiting the foregoing, Bank shall not be liable for any
loss which results from: (1) the general risk of investing, or (2) investing or
holding Assets in a particular country including, but not limited to, losses
resulting from malfunction, interruption of or error in the transmission of
information caused by any machines or system or interruption of communication
facilities, abnormal operating conditions, nationalization, expropriation or
other governmental actions; regulation of the banking or securities industry;
currency restrictions, devaluations or fluctuations; and market conditions which
prevent the orderly execution of securities transactions or affect the value of
Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or work
stoppages, acts of war (whether declared or undeclared) or terrorism,
insurrection, revolution, nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no duty or
responsibility to:
(i) question Instructions or make any suggestions to Customer or an
Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or
the retention of Securities;
(iii) advise Customer or an Authorized Person regarding any default in
the payment of principal or income of any security other than as provided in
Section 5(c) hereof;
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(iv) evaluate or report to Customer or an Authorized Person regarding
the financial condition of any broker, agent or other party to which Securities
are delivered or payments are made pursuant hereto; and
(v) review or reconcile trade confirmations received from brokers.
Customer or its Authorized Persons (as defined in Section 10) issuing
Instructions shall bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank or
any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential conflict
of duty or interest including the fact that Bank or any of its Affiliates may
provide brokerage services to other customers, act as financial advisor to the
issuer of Securities, act as a lender to the issuer of Securities, act in the
same transaction as agent for more than one customer, have a material interest
in the issue of Securities, or earn profits from any of the activities listed
herein.
13. FEES AND EXPENSES.
Customer agrees to pay Bank for its services hereunder the fees set forth
in Schedule B hereto or such other amounts as may be agreed upon in writing,
together with Bank's reasonable out-of-pocket or incidental expenses, including,
but not limited to, legal fees (but excluding legal fees in connection with the
preparation, review and execution hereof). Bank shall have a lien on and is
authorized to charge any Accounts of Customer for any amount owing to Bank under
any provision hereof.
14. MISCELLANEOUS.
(a) Foreign Exchange Transactions. To facilitate the administration of
Customer's trading and investment activity, Bank is authorized to enter into
spot or forward foreign exchange contracts with Customer or an Authorized Person
for Customer and may also provide foreign exchange through its subsidiaries,
Affiliates or Subcustodians. Instructions, including standing instructions, may
be issued with respect to such contracts but Bank may establish rules or
limitations concerning any foreign exchange facility made available. In all
cases where Bank, its subsidiaries, Affiliates or Subcustodians enter into a
foreign exchange contract related to Accounts, the terms and conditions of the
then current foreign exchange contract of Bank, its subsidiary, Affiliate or
Subcustodian and, to the extent not inconsistent, this Agreement shall apply to
such transaction.
(b) Certification of Residency, etc. Customer certifies that it is a
resident of the United States and agrees to notify Bank of any changes in
residency. Bank may rely upon this certification or the certification of such
other facts as may be required to administer Bank's obligations hereunder.
Customer shall indemnify Bank against all losses, liability, claims or demands
arising directly or indirectly from any such certifications.
(c) Access to Records. Bank shall allow Customer's independent public
accountant reasonable access to the records of Bank relating to the Assets as is
required in connection with their examination of books and records pertaining to
Customer's affairs. Subject to restrictions under applicable law, Bank shall
also obtain an undertaking to permit Customer's independent public accountants
reasonable access to the records of any Subcustodian which has physical
possession of any Assets as may be required in connection with the examination
of Customer's books and records.
(d) Governing Law: Successors and Assigns Captions. THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN NEW YORK and shall not be assignable by either party, but
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shall bind the successors in interest of Customer and Bank. The captions given
to the sections and subsections of this Agreement are for convenience of
reference only and are not to be used to interpret this Agreement.
(e) Entire Agreement: Applicable Riders. Customer represents that the
Assets deposited in the Accounts are (Check one):
----- Employee Benefit Plan or other assets subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA");
X Investment Company assets subject to certain U.S. Securities and
Exchange Commission ("SEC") rules and regulations;
Neither of the above.
------
This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - and the following Rider(s) [Check
applicable rider(s)]:
ERISA
-------
X INVESTMENT COMPANY
-------
X PROXY VOTING
-------
SPECIAL TERMS AND CONDITIONS
-------
There are no other provisions hereof and this Agreement supersedes any
other agreements, whether written or oral, between the parties. Any amendment
hereto must be in writing, executed by both parties.
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(f) Severability. In the event that one or more provisions hereof are held
invalid, illegal or unenforceable in any respect on the basis of any particular
circumstances or in any jurisdiction, the validity, legality and enforceability
of such provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions shall not in any way be affected
or impaired.
(g) Waiver. Except as otherwise provided herein, no failure or delay on the
part of either party in exercising any power or right hereunder operates as a
waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise, or the exercise of any other power or right. No
waiver by a party of any provision hereof, or waiver of any breach or default,
is effective unless in writing and signed by the party against whom the waiver
is to be enforced.
(h) Representations and Warranties. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit and
control the Securities and cash deposited in the Accounts; (B) it has all
necessary authority to use Bank as its custodian; (C) this Agreement is its
legal, valid and binding obligation, enforceable in accordance with its terms;
(D) it shall have full authority and power to borrow moneys and enter into
foreign exchange transactions; and (E) it has not relied on any oral or written
representation made by Bank or any person on its behalf, and acknowledges that
this Agreement sets out to the fullest extent the duties of Bank. (ii) Bank
hereby represents and warrants to Customer that: (A) it has the power and
authority to perform its obligations hereunder, (B) this Agreement constitutes a
legal, valid and binding obligation on it; enforceable in accordance with its
terms; and (C) that it has taken all necessary action to authorize the execution
and delivery hereof.
(i) Notices. All notices hereunder shall be effective when actually
received. Any notices or other communications which may be required hereunder
are to be sent to the parties at the following addresses or such other addresses
as may subsequently be given to the other party in writing: (a) Bank: The Chase
Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, N.Y. 11245, Attention:
Global Custody Division; and (b) Customer: Xxxxxx Xxxxxxx Russia & New Europe
Fund, Inc., 1221 Avenue of the Americas, New York, N.Y. 10020, ATT: M. Xxxx
Xxxxxx (Phone: (000) 000-0000 and fax: 000-0000), with a copy to Xxxxxx Xxxxxxx
Asset Management, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, X.X. 00000,
attn.: General Counsel.
(j) Termination. This Agreement may be terminated by Customer or Bank by
giving sixty (60) days written notice to the other, provided that such notice to
Bank shall specify the names of the persons to whom Bank shall deliver the
Assets in the Accounts. If notice of termination is given by Bank, Customer
shall, within sixty (60) days following receipt of the notice, deliver to Bank
Instructions specifying the names of the persons to whom Bank shall deliver the
Assets. In either case Bank shall deliver the Assets to the persons so
specified, after deducting any amounts which Bank determines in good faith to be
owed to it under Section 13. If within sixty (60) days following receipt of a
notice of termination by Bank, Bank does not receive Instructions from Customer
specifying the names of the persons to whom Bank shall deliver the Assets, Bank,
at its election, may deliver the Assets to a bank or trust company doing
business in the State of New York to be held and disposed of pursuant to the
provisions hereof, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.
(k) Imputation of Certain Information. Bank shall not be held responsible
for and shall not be required to have regard to information held by any person
by imputation or information of which Bank is not aware by virtue of a "Chinese
Wall" arrangement. If Bank becomes aware of confidential information which in
good faith it feels inhibits it from effecting a transaction hereunder Bank may
refrain from effecting each transaction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
XXXXXX XXXXXXX RUSSIA & NEW EUROPE FUND, INC.
By: /s/
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Title:
Date:
THE CHASE MANHATTAN BANK
By: /s/
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Title:
Date:
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this day of September, 1996, before me personally came
, to me known, who being by me duly
sworn, did depose and say that he is President of XXXXXX XXXXXXX RUSSIA & NEW
EUROPE FUND, INC., the entity described in and which executed the foregoing
instrument; that he knows the seal of said entity, that the seal affixed to said
instrument is such seal, that it was so affixed by order of said entity, and
that he signed his name thereto by like order.
Sworn to before me this _______
day of September, 1996.
Notary
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this day of September, 1996, before me personally came , to me
known, who being by me duly sworn, did depose and say that he/she resides in at
; that he/she is a Vice President of THE CHASE MANHATTAN BANK, the corporation
described in and which executed the foregoing instrument; that he/she knows the
seal of said corporation, that the seal affixed to said instrument is such
corporate seal, that it was so affixed by order of the Board of Directors of
said corporation, and that he/she signed his/her name thereto by like order.
Sworn to before me this _______
day of September, 1996.
Notary
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
XXXXXX XXXXXXX RUSSIA & NEW EUROPE FUND, INC.
effective September , 1996
Customer represents that the Assets being placed in Bank's custody are
subject to the Investment Company Act of 1940, as amended (the "Act"), as the
same may be amended from time to time.
Except to the extent that Bank has specifically agreed to comply with a
condition of a rule, regulation, interpretation promulgated by or under the
authority of the SEC or the Exemptive Order applicable to accounts of this
nature issued to Bank (1940 Act, Release No. 12053, November 20, 1981), as
amended, or unless Bank has otherwise specifically agreed, Customer shall be
solely responsible to assure that the maintenance of Assets hereunder complies
with such rules, regulations, interpretations or exemptive order promulgated by
or under the authority of the Securities and Exchange Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
-----------------------------------------
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used herein shall
mean a branch of a qualified U.S. bank, an eligible foreign custodian or an
eligible foreign securities depository, which are further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as defined
in Rule 17f-5 under the Act;
(b) "eligible foreign custodian" shall mean (i) a banking institution
or trust company, incorporated or organized under the laws of a country other
than the United States, that is regulated as such by that country's government
or an agency thereof and that has shareholders' equity in excess of $200 million
in U.S. currency (or a foreign currency equivalent thereof) as of the close of
its fiscal year most recently completed prior to the date hereof, (ii) a
majority owned direct or indirect subsidiary of a qualified U.S. bank or bank
holding company that is incorporated or organized under the laws of a country
other than the United States and that has shareholders' equity in excess of $100
million in U.S. currency (or a foreign currency equivalent thereof) as of the
close of its fiscal year most recently completed prior to the date hereof, (iii)
a banking institution or trust company incorporated or organized under the laws
of a country other than the United States or a majority owned direct or indirect
subsidiary of a qualified U.S. bank or bank holding company that is incorporated
or organized under the laws of a country other than the United States which has
such other qualifications as shall be specified in Instructions and approved by
Bank; or (iv) any other entity that shall have been so qualified by exemptive
order, rule or other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the laws of a
country other than the United States, which operates (i) the central system for
handling securities or equivalent book-entries in that country; or (ii) a
transnational system for the central handling of securities or equivalent
book-entries.
1
Customer represents that its Board of Directors has approved each of
the Subcustodians listed in Schedule A hereto and the terms of the subcustody
agreements between Bank and each Subcustodian, which are attached as Exhibits I
through __ of Schedule A, and further represents that its Board has determined
that the use of each Subcustodian and the terms of each subcustody agreement are
consistent with the best interests of the Fund(s) and its (their) shareholders.
Bank shall supply Customer with any amendment to Schedule A for approval.
Customer has supplied or shall supply Bank with certified copies of its Board of
Directors resolution(s) with respect to the foregoing prior to placing Assets
with any Subcustodian so approved.
Section 11. Instructions.
------------
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made pursuant
to Section 5 and 6 hereof may be made only for the purposes listed below.
Instructions must specify the purpose for which any transaction is to be made
and Customer shall be solely responsible to assure that Instructions are in
accord with any limitations or restrictions applicable to Customer by law or as
may be set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise
become payable;
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their terms into other
securities;
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses;
(g) In connection with any borrowings by Customer requiring a pledge of
Securities, but only against receipt of amounts borrowed;
(h) In connection with any loans, but only against receipt of adequate
collateral as specified in Instructions which shall reflect any restrictions
applicable to Customer;
(i) For the purpose of redeeming shares of the capital stock of
Customer and the delivery to, or the crediting to the account of, Bank, its
Subcustodian or Customer's transfer agent, such shares to be purchased or
redeemed;
(j) For the purpose of redeeming in kind shares of Customer against
delivery to Bank, its Subcustodian or Customer's transfer agent of such shares
to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement
among Customer, Bank and a broker-dealer registered under the Securities
Exchange Act of 1934 and a member of The National Association of Securities
Dealers, Inc., relating to compliance with the rules of The Options Clearing
2
Corporation and of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by Customer;
(1) For release of Securities to designated brokers under covered call
options, provided, however, that such Securities shall be released only upon
payment to Bank of monies for the premium due and a receipt for the Securities
which are to be held in escrow. Upon exercise of the option, or at expiration,
Bank shall receive from brokers the Securities previously deposited. Bank shall
act strictly in accordance with Instructions in the delivery of Securities to be
held in escrow and shall have no responsibility or liability for any such
Securities which are not returned promptly when due other than to make proper
request for such return;
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related transactions;
(n) For other proper purposes as may be specified in Instructions
issued by an officer of Customer which shall include a statement of the purpose
for which the delivery or payment is to be made, the amount of the payment or
specific Securities to be delivered, the name of the person or persons to whom
delivery or payment is to be made, and a certification that the purpose is a
proper purpose under the instruments governing Customer; and
(o) Upon the termination hereof as set forth in Section 14(j).
Section 12. Standard of Care; Liabilities.
-----------------------------
Add the following at the end of Section 12:
(d) Bank hereby warrants to Customer that in its opinion, after due
inquiry, the established procedures to be followed by each of its branches, each
branch of a qualified U.S. Bank, each eligible foreign custodian and each
eligible foreign securities depository holding Customer's Securities pursuant
hereto afford protection for such Securities at least equal to that afforded by
Bank's established procedures with respect to similar securities held by Bank
and its securities depositories in New York.
Section 14. Access to Records.
-----------------
Add the following language to the end of Section 14(c):
-----------------------------------------------------
Upon reasonable request from Customer, Bank shall furnish Customer such
reports (or portions thereof) of Bank's system of internal accounting controls
applicable to Bank's duties hereunder. Bank shall endeavor to obtain and furnish
Customer with such similar reports as it may reasonably request with respect to
each Subcustodian and securities depository holding Assets.
3
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
XXXXXX XXXXXXX RUSSIA & NEW EUROPE FUND, INC. (the "Customer")
dated September 30, 1996.
1. Global Proxy Services (the "Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures") furnished to
Customer, as the same may be amended by Bank from time to time on prior notice
to Customer. The Procedures are incorporated by reference herein and form a part
of this Rider.
2. The Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by Bank to
Customer of the dates of pending shareholder meetings, resolutions to be voted
upon and the return dates as may be received by Bank or provided to Bank by its
Subcustodians or third parties, and (b) voting by Bank of proxies based on
Customer Directions. Original proxy materials or copies thereof shall not be
provided. Notifications shall generally be in English and, where necessary,
shall be summarized and translated from such non-English materials as have been
made available to Bank or its Subcustodian. In this respect Bank's only
obligation is to provide information from sources it believes to be reliable
and/or to provide materials summarized and/or translated in good faith. Bank
reserves the right to provide Notifications, or parts thereof, in the language
received. Upon reasonable advance request by Customer, backup information
relative to Notifications, such as annual reports, explanatory material
concerning resolutions, management recommendations or other material relevant to
the exercise of proxy voting rights shall be provided as available, but without
translation.
3. While Bank shall attempt to provide accurate and complete Notifications,
whether or not translated, Bank shall not be liable for any losses or other
consequences that may result from reliance by Customer upon Notifications where
Bank prepared the same in good faith.
4. Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the Agreement, in
performing Services Bank shall be acting solely as the agent of Customer, and
shall not exercise any discretion with regard to such Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant Financial
Assets are: (i) on loan; (ii) at registrar for registration or reregistration;
(iii) the subject of a conversion or other corporate action; (iv) not held in a
name subject to the control of Bank or its Subcustodian or are otherwise held in
a manner which precludes voting; (v) not capable of being voted on account of
local market regulations or practices or restrictions by the issuer; or (vi)
held in a margin or collateral account.
6. Customer acknowledges that in certain countries Bank may be unable to
vote individual proxies hut shall only be able to vote proxies on a net basis
(e.g., a net yes or no vote given the voting instructions received from all
customers).
1
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall in no
event sell, license, give or otherwise make the information provided hereunder
available, to any third party, and shall not directly or indirectly compete with
Bank or diminish the market for the Services by provision of such information,
in whole or in part, for compensation or otherwise, to any third party.
8. The names of Authorized Persons for Services shall be furnished to Bank
in accordance with ss. 10 of the Agreement. Fees for the Services shall be
agreed as set forth in ss. 13 of the Agreement or separately agreed.
2
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
GLOBAL CUSTODY AGREEMENT
WITH: XXXXXX XXXXXXX RUSSIA & NEW EUROPE FUND, INC.
DATE September 30, 1996
3
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
Domestic Corporate Actions and Proxies
--------------------------------------
With respect to domestic U.S. and Canadian Securities (the latter if held in
DTC), the following provisions shall apply rather than the pertinent provisions
of Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of Bank's
nominee or the nominee of a central depository) and communications with
respect to Securities in the Custody Account as call for voting or
relate to legal proceedings within a reasonable time after sufficient
copies are received by Bank for forwarding to its customers. In
addition, Bank shall follow coupon payments, redemptions, exchanges or
similar matters with respect to Securities in the Custody Account and
advise Customer or the Authorized Person for such Account of rights
issued, tender offers or any other discretionary rights with respect to
such Securities, in each case, of which Bank has received notice from
the issuer of the Securities, or as to which notice is published in
publications routinely utilized by Bank for this purpose.
4
AUGUST, 1996
SUB-CUSTODIANS EMPLOYED BY
THE CHASE MANHATTAN BANK GLOBAL CUSTODY
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ARGENTINA The Chase Manhattan Bank The Chase Manhattan Bank Buenos Aires
Arenales 000, 0xx Xxxxx
Xx Xxxx 000/000
0000Xxxxxx Xxxxx
XXXXXXXXX
AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank Sydney
36th Floor
World Trade Centre
Xxxxxxx Xxxxxx
Xxxxxx
Xxx Xxxxx Xxxxx 0000
XXXXXXXXX
AUSTRIA Creditanstalt - Bankverein Credit Lyonnais Bank Xxxxxx
Xxxxxxxxxxxxx 0
X - 0000, Xxxxxx
XXXXXXX
BANGLADESH Standard Chartered Bank Standard Chartered Bank Dhaka
18-20 Motijheel C.A.
Xxx 000,
Xxxxx-0000
XXXXXXXXXX
XXXXXXX Generale Bank Credit Lyonnais Bank Brussels
3 Xxxxxxxx Xx Xxxx
0000 Xxxxxxxxx
XXXXXXX
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Gaborone
Barclays House
Khania Crescent
Gaborone
BOTSWANA
BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan S.A. Sao Xxxxx
Xxxxx Manhattan Center
Rua Verbo Divino, 1400
Sao Paulo, SP 00000-000
XXXXXX
1
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
CANADA The Royal Bank of Canada Royal Bank of Canada Toronto
Xxxxx Xxxx Xxxxx
Xxxxxxx
Xxxxxxx X0X 0X0
XXXXXX
Xxxxxx Trust Xxxxx Xxxx xx Xxxxxx Xxxxxxx
Xxxxxx Trust Tower
BCE Place
000 Xxx xx Xxxxx
Xxxxxxx
Xxxxxxx X0X 0X0
XXXXXX
CHILE The Chase Manhattan Bank, The Chase Manhattan Bank, Xxxxxxxx
Xxxxxxxxx 1235
Xxxxxxx 0000
Xxxxxxxx
XXXXX
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A.
Sociedad Fiduciaria Sociedad Fiduciaria
Carrera 9a No 99-02 Santafe de Bogota
Santafe de Bogota, DC
COLOMBIA
CYPRUS Barclays Bank plc Barclays Bank plc,
Cyprus Offshore Banking Unit Nicosia
2nd & 3rd Floor
88 Dighenis Xxxxxxx Xxxxxx
XX Xxx 0000
0000 Xxxxxxx
XXXXXX
CZECH REPUBLIC Ceskoslovenska Obchodni Banka, A.S. Komercni Banka, A.S.,
Xx Xxxxxxx 00 Xxxxx
000 00 Xxxxx 0
XXXXX XXXXXXXX
DENMARK Den Xxxxxx Xxxx Xxx Xxxxxx Xxxx
0 Xxxxxxx Xxxxxx XX 1091 Copenhagen
Copenhagen
DENMARK
ECUADOR Citibank, N.A. Citibank NA,
Xxxx Xxxx Xxxx Xxxxx
000 x Xxxxxx Xxxxx
XXXXXXX
2
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
EGYPT National Bank of Egypt National Bank of Egypt
0000, Xxxxxxxx Xx-Xxxx Xxxxx Xxxxx
Xxxxx
XXXXX
ESTONIA HansaBank Tallinna Bank
Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
EUROBONDS Cedel Bank S.A. ECU:Lloyds Bank PLC
00 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx International Banking Division
LUXEMBOURG London
A/c The Chase Manhattan Bank, N.A. For all other currencies: see
London relevant country
A/c No. 17817
EURO CDS First Chicago Clearing Centre ECU:Lloyds Bank PLC Banking Division
00 Xxxxxxxxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX For all other currencies: see relevant
UNITED KINGDOM country
FINLAND Xxxxxx Bank XXX Xxxxxx Bank KOP
Xxxxxxx Xxxxx 3-5 Helsinki
00500 Helsinki
FINLAND
FRANCE Banque Paribas Societe Generale
Ref 256 Paris
XX 000
0, Xxx X'Xxxxx
75078 Xxxxx
Xxxxx 00
XXXXXX
XXXXXXX Chase Bank X.X. Xxxxx Bank A. G.
Xxxxxxxxxxxxxxxx 00 Xxxxxxxxx
Xxxxxxxx 00 00 09
60441 Frankfurt/Main
GERMANY
GHANA Barclays Bank of Ghana Ltd Barclays Bank
Barclays House Accra
High Street
Accra
GHANA
3
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
GREECE Barclays Bank Plc National Bank of Greece S.A.
0 Xxxxxxxxxxx Xxxxxx Xxxxxx
00000 Athens A/c Chase Manhattan Bank
GREECE London
A/c No. 040/7/921578-68
HONG KONG The Chase Manhattan Bank, The Chase Manhattan Bank
00/X Xxx Xxxxxxxx Xxxxxx
0, Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxx Xxxx
XXXX XXXX
XXXXXXX Citibank Budapest Rt. Citibank Budapest Rt.
Xxxx Xxxx 00-00 Xxxxxxxx
0000 Xxxxxxxx X
XXXXXXX
XXXXX The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
00/00 Xxxxxxx Xxxxxx Xxxx Xxxxxx
Bombay 400 001
INDIA
Deutsche Bank AG Deutsche Bank
Securities & Custody Services Bombay
Kodak House
222 D.N. Road, Fort
Bombay 400 001
INDIA
INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank Jakarta
Banking Corporation Limited
World Trade Center
J1. Jend Xxxxxxxx Xxx. 00-00
Xxxxxxx 00000
XXXXXXXXX
IRELAND Bank of Ireland Allied Irish Bank
International Financial Services Centre Dublin
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx 0
XXXXXXX
ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel B.M.
00 Xxxxx Xxxxxx Xxx Xxxx
00000 Tel Aviv
ISRAEL
4
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ITALY The Chase Manhattan Bank, The Chase Manhattan Bank,
Xxxxxx Xxxx 0 Xxxxx
00000 Xxxxx
XXXXX
JAPAN The Fuji Bank Ltd The Chase Manhattan Bank
6-7 Nihonbashi-Kabutocho Tokyo
Chuo-Ku
Tokyo
JAPAN
JORDAN Arab Bank Limited Arab Bank Limited
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
KENYA Barclays Bank of Kenya Barclays Bank of Xxxxx
Xxxxx Xxxxx Xxxxxxx
Xxxxxxxxx Xxxxx
Xxxxxxx
Xxxxx
XXXXXXXXXX Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg
50 Avenue X.X. Xxxxxxx X.X.
X-0000 XXXXXXXXXX Xxxxxxxxxx
MALAYSIA The Chase Manhattan Bank, The Chase Manhattan Bank,
Pernas International Kuala Lumpur
Xxxxx Xxxxxx Xxxxxx
00000, Xxxxx Xxxxxx
MALAYSIA
MAURITIUS Hongkong and Shanghai Banking Corporation Ltd Hongkong and Shanghai Banking
Curepipe Road Corporation Ltd.
Curepipe Curepipe
MAURITIUS
MEXICO The Chase Manhattan Bank, S.A. No correspondent Bank
Prolongacion Paseo de la Reforma no. 600,
PB Colonia Santa Xx Xxxx Xxxxxx
00000 Xxxxxx D.F.
MOROCCO Banque Commerciale du Maroc Banque Commerciale du Maroc
2 Boulevard Xxxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx 00000
XXXXXXX
5
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
NAMIBIA Standard Bank Namibia Ltd Standard Bank of South Africa Ltd
Mutual Xxxxx - 0xx Xxxxx Xxxxxxxxxxxx
X.X.Xxx 0000
Xxxxxxxx
XXXXXXX
NETHERLANDS ABN AMRO N.V. Generale Bank
Securities Centre Nederland N.V.
X X Xxx 0000 Xxxxxxxxx
0000 Xx Xxxxx
XXXXXXXXXXX
NEW ZEALAND National Nominees Limited National Bank of New Zealand Wellington
Level 2 BNZ Tower
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
NORWAY Den Norske Bank Den Norske Bank
Xxxxxxxxxx 00 Xxxx
Xxxx 1
NORWAY
PAKISTAN Citibank N.A. Citibank N.A.
X.X. Xxxxxxxxxx Xxxx Xxxxxxx
AWT Xxxxx
Xxxxxxx
XXXXXXXX
Deutsche Bank A. G. Deutsche Bank A. G.
Unitowers Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx
XXXXXXXX
PERU Citibank, N.A. Citibank NA.
Camino Real 457 Lima
XX Xxxxx Real - 0xx Xxxxx
Xxx Xxxxxx, Xxxx 00
XXXX
XXXXXXXXXXX The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
Hong Kong Bank Centre 3/F Manila
San Xxxxxx Avenue
Ortigas Commercial Centre
Pasig Metro Manila
PHILIPPINES
6
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
POLAND Bank Polska Kasa Opieki S.A. Bank Polska Kasa Opieki X.X.
Xxxxxx Plaza Warsaw
Xxxxxxx 00
00-000 Xxxxxx
XXXXXX
FOR MUTUAL FUNDS: Bank Polska Kasa Opieki SA.
Bank Handlowy W. Warszawie. S.A. Warsaw
Custody Dept.
Capital Markets Centre
Ul, Nowy Swiat 0/00
00-000 Xxxxxx
XXXXXX
XXXXXXXX Banco Espirito Santo e Comercial de Lisboa Banco Nacional Ultra Marino
Servico de Gestaode Titulos Lisbon
R. Xxxxxxxx xx Xxxxxxxx, 00 x/x
0000 Xxxxxx
XXXXXXXX
RUSSIA Chase Manhattan Bank International ("CMBI") The Chase Manhattan Ban
1st Tverskaya - Yamskaya, 23 New York
125047 Moscow A/C The Chase Manhattan
Russia London (US$ Nostro
Account)
SHANGHAI (CHINA) The Hongkong and Shanghai Citibank
Banking Corporation Limited New York
Corporate Banking Centre
Xxxx 000, 0/X Xxxxxxxx Xxxxxx
0000 Xxxxxxx Xx Xx
Shanghai
THE PEOPLE'S REPUBLIC OF CHINA
SHENZHEN (CHINA) The Hongkong and Shanghai The Chase Manhattan Bank
Banking Corporation Limited Hong Kong
1st Floor
Central Plaza Hotel
No.1 Xxxx Xxxx Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
SINGAPORE The Chase Manhattan Bank, The Chase Manhattan Bank,
Shell Tower Singapore
00 Xxxxxxx Xxxxx
Xxxxxxxxx 0000
XXXXXXXXX
7
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
SLOVAK REPUBLIC Ceskoslovenska Obchodni Bank, A.S. Ceskoslovenska Obchodni Xxxxx
Xxxxxxxxx 00 Xxxxxx Xxxxxxxx
000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
XXXXX XXXXXX Standard Corporate and Merchant Bank Standard Corporate and
00 Xxxxxxxx Xxxxxx Merchant Bank
Johannesburg 2001 South Africa
SOUTH AFRICA
SOUTH KOREA The Hongkong & Shanghai The Hongkong & Shanghai
Banking Corporation Limited Banking Corporation Limited
0/X Xxxxx Xxxxxxxx Xxxxx
#0 Xxxxxxx, 0-xx Xxxxxxx-Xx,
Xxxxx
XXXXX XXXXX
XXXXX The Chase Manhattan Bank. Chase Manhattan Bank,
Xxxxx xx xx Xxxxxxxxxx, 00 Xxxxxx
00000 Xxxxxx
XXXXX
SRI LANKA The Hongkong & Shanghai The Hongkong & Shangai
Banking Corporation Limited Banking Corporation Limited
Xxxx #00-00 Xxxx Xxxxx, Xxxxxxx
Xxxxx Trade Center
Xxxxxxx 0,
XXX XXXXX
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
Xxxxxxxxxxxxxxxxxxx 0 Xxxxxxxxx
Xxxxxxxxx X-000 00
XXXXXX
SWITZERLAND Union Bank of Switzerland Union Bank of Xxxxxxxxxxx
00 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
TAIWAN The Chase Manhattan Bank, No correspondent Bank
00xx Xxxxx,
0, Xxx Xxx X. Xxxx Sec. 1
Taipei
TAIWAN
Republic of China
8
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
THAILAND The Chase Manhattan Bank, The Chase Manhattan Bank,
Bubhajit Building Bangkok
00 Xxxxx Xxxxxxx Xxxx
Xxxxx, Xxxxxxx
Xxxxxxx 00000
THAILAND
TUNISIA Banque Internationale Arabe de Tunisie Banque Internationale Arabe de
00-00 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
XXXXXX The Chase Manhattan Bank, The Chase Manhattan Bank,
Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat:11
00000-Xxxxxxxxx/Xxxxxxxx
Xxxxxxxx
XXXXXX
U.K. The Chase Manhattan Bank, The Chase Manhattan Bank,
Woolgate House London
Xxxxxxx Street
London EC2P 2HD
UNITED KINGDOM
URUGUAY The First National Bank of Boston The First National Bank of Boston
Xxxxxx 1463 Montevideo
Montevideo
URUGUAY
U.S.A. The Chase Manhattan Bank, The Chase Manhattan Bank,
1 Chase Manhattan Plaza New York
New York
NY 10081
U.S.A.
VENEZUELA Citibank N.A. Citibank N.A.
Carmelitas a Xxxxxxxxxx Caracas
Edificio Citibank
Caracas 1010
VENEZUELA
9
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ZAMBIA Barclays Bank of Zambia Barclays Bank of Zambia
Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxx
X.X.Xxx 00000
Xxxxxx
XXXXXX
ZIMBABWE Barclays Bank of Zimbabwe Barclays Bank of Zimbabwe
Ground Floor Harare
Tanganyika House
Xxxxxx xx 0xx Xxxxxx & Xxxxx Xxxxxx
Xxxxxx
XXXXXXXX
00
