EXHIBIT (g2)
[CHASE LOGO]
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GLOBAL CUSTODY AGREEMENT
BETWEEN
[ CMC FUND TRUST ]
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AND
THE CHASE MANHATTAN BANK
May 11, 2001
GLOBAL CUSTODY AGREEMENT
This Agreement, dated May 11, 2001, is between THE CHASE MANHATTAN BANK
("Bank"), with a place of business at 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx
Xxxx 00000; and CMC Fund Trust (each of the portfolios listed on Exhibit A)
("Customer") with a place of business at 0000 XX Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx
00000.
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 Intention of the Parties.
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(a) This Agreement sets out the terms governing custodial, settlement
and certain other associated services offered by Bank to Customer. Bank shall be
responsible for the performance of only those duties that are set forth in this
Agreement or expressly contained in Instructions that are consistent with the
provisions of this Agreement and with Bank's operations and procedures. Customer
acknowledges that Bank is not providing any legal, tax or investment advice in
providing the services hereunder.
(b) Investing in foreign markets may be a risky enterprise. The holding
of Financial Assets and cash in foreign jurisdictions may involve risks of loss
or other special features. Bank shall not be liable for any loss that results
from the general risks of investing or Country Risk.
1.2 Definitions.
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(a) As used herein, the following terms have the meaning hereinafter
stated.
"Account" has the meaning set forth in Section 2.1 of this Agreement.
"Affiliate" means an entity controlling, controlled by, or under common
control with, Bank.
"Affiliated Subcustodian" means a Subcustodian that is an Affiliate.
"Applicable Law" means any statute, whether national, state or local,
applicable in the United States or any other country, the rules of the
treaty establishing the European Community, any other law, rule,
regulation or interpretation of any governmental entity, any applicable
common law, and any decree, injunction, judgment, order, ruling, or
writ of any governmental entity.
"Authorized Person" means any person (including an investment manager or
other agent) who has been designated by written notice from Customer or
its designated agent to act on behalf of Customer hereunder. Such
persons shall continue to be
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Authorized Persons until such time as Bank receives Instructions from
Customer or its designated agent that any such person is no longer an
Authorized Person.
"Bank Indemnitees" means Bank, its Subcustodians, and their respective
nominees, directors, officers, employees and agents.
"Bank's London Branch" means the London branch office of The Chase
Manhattan Bank.
"Cash Account" has the meaning set forth in Section 2.1(a)(ii).
"Corporate Action" means any subscription right, bonus issue, stock
repurchase plan, redemption, exchange, tender offer, or similar matter
with respect to a Financial Asset in the Securities Account that
require discretionary action by the holder, but does not include proxy
voting.
"Country Risk" means the risk of investing or holding assets in a
particular country or market, including, but not limited to, risks
arising from: nationalization, expropriation or other governmental
actions; the country's financial infrastructure, including prevailing
custody and settlement practices; laws applicable to the safekeeping
and recovery of Financial Assets and cash held in custody; the
regulation of the banking and securities industries, including changes
in market rules; currency restrictions, devaluations or fluctuations;
and market conditions affecting the orderly execution of securities
transactions or the value of assets.
"Entitlement Holder" means the person named on the records of a Securities
Intermediary as the person having a Securities Entitlement against the
Securities Intermediary.
"Financial Asset" means, as the context requires, either the asset itself
or the means by which a person's claim to it is evidenced, including a
Security, a security certificate, or a Securities Entitlement.
"Financial Asset" does not include cash.
"Instructions" has the meaning set forth in Section 3.1 of this Agreement.
"Liabilities" means any liabilities, losses, claims, costs, damages,
penalties, fines, obligations, or expenses of any kind whatsoever
(including, without limitation, reasonable attorneys', accountants',
consultants' or experts' fees and disbursements).
"Securities" means stocks, bonds, rights, warrants and other negotiable and
non-negotiable instruments, whether issued in certificated or
uncertificated form, that are commonly traded or dealt in on securities
exchanges or financial markets. "Securities" also means other
obligations of an issuer, or shares, participations and interests in an
issuer recognized in the country in which it is issued or dealt in as a
medium for investment and any other property as may be acceptable to
Bank for the Securities Account.
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"Securities Account" means each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant
hereto.
"Securities Depository" has the meaning set forth in Section 5.1 of this
Agreement.
"Securities Entitlement" means the rights and property interest of an
Entitlement Holder with respect to a Financial Asset as set forth in
Part 5 of Article 8 of the Uniform Commercial Code of the State of New
York, as the same may be amended from time to time.
"Securities Intermediary" means Bank, a Subcustodian, a Securities
Depository, and any other financial institution which in the ordinary
course of business maintains custody accounts for others and acts in
that capacity.
"Subcustodian" has the meaning set forth in Section 5.1 and includes
Affiliated Subcustodians.
(b) All terms in the singular shall have the same meaning in the plural
unless the context otherwise provides and visa versa.
2. WHAT BANK IS REQUIRED TO DO
2.1 Set Up Accounts.
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(a) Bank shall establish and maintain the following accounts
("Accounts"):
(i) a Securities Account in the name of Customer for
Financial Assets, which may be received by Bank or
its Subcustodian for the account of Customer,
including as an Entitlement Holder; and
(ii) an account in the name of Customer ("Cash Account")
for any and all cash in any currency received by Bank
or its Subcustodian for the account of Customer.
Notwithstanding paragraph (ii), cash held in respect of those markets where
Customer is required to have a cash account in its own name held directly with
the relevant Subcustodian shall be held in that manner and shall not be part of
the Cash Account.
(b) At the request of Customer, additional Accounts may be opened in
the future, which shall be subject to the terms of this Agreement.
2.2 Cash Account.
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Except as otherwise provided in Instructions acceptable to Bank, all
cash held in the
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Cash Account shall be deposited during the period it is credited to the Accounts
in one or more deposit accounts at Bank or at Bank's London Branch. Any cash so
deposited with Bank's London Branch shall be payable exclusively by Bank's
London Branch in the applicable currency, subject to compliance with any
applicable laws, regulations, governmental decrees or similar orders including,
without limitation, any restrictions on transactions in the applicable currency
imposed by the country of the applicable currency..
2.3 Segregation of Assets; Nominee Name.
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(a) Bank shall identify in its records that Financial Assets credited
to Customer's Securities Account belong to Customer (except as otherwise may be
agreed by Bank and Customer).
(b) To the extent permitted by Applicable Law or market practice, Bank
shall require each Subcustodian to identify in its own records that Financial
Assets credited to Customer's Securities Account belong to customers of Bank,
such that it is readily apparent that the Financial Assets do not belong to Bank
or the Subcustodian.
(c) Bank is authorized, in its discretion, to hold in bearer form, such
Financial Assets as are customarily held in bearer form or are delivered to Bank
or its Subcustodian in bearer form; and to register in the name of the Customer,
Bank, a Subcustodian, a Securities Depository, or their respective nominees,
such Financial Assets as are customarily held in registered form. Customer
authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts
and shall accept delivery of Financial Assets of the same class and denomination
as those deposited with Bank or its Subcustodian.
2.4 Settlement of Trades.
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When Bank receives an Instruction directing settlement of a trade in
Financial Assets that includes all information required by Bank, Bank shall use
reasonable care to effect such settlement as instructed. Settlement of purchases
and sales of Financial Assets shall be conducted in accordance with prevailing
standards of the market in which the transaction occurs. The risk of loss shall
be Customer's whenever Bank delivers Financial Assets or payment in accordance
with applicable market practice in advance of receipt or settlement of the
expected consideration. In the case of the failure of Customer's counterparty to
deliver the expected consideration as agreed, Bank shall contact the
counterparty to seek settlement, but Bank shall not be obligated to institute
legal proceedings, file proof of claim in any insolvency proceeding, or take any
similar action.
2.5 Contractual Settlement Date Accounting.
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(a) Bank shall effect book entries on a "contractual settlement date
accounting" basis as described below with respect to the settlement of trades in
those markets where Bank generally offers contractual settlement day accounting
and shall notify Customer of these markets from time to time.
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(i) Sales: On the settlement date for a sale, Bank shall
credit the Cash Account with the sale proceeds of the
sale and transfer the relevant Financial Assets to an
account pending settlement of the trade if not
already delivered.
(ii) Purchases: On the settlement date for the purchase
(or earlier, if market practice requires delivery of
the purchase price before the settlement date), Bank
shall debit the Cash Account with the settlement
monies and credit a separate account. Bank then shall
post the Securities Account as awaiting receipt of
the expected Financial Assets. Customer shall not be
entitled to the delivery of Financial Assets that are
awaiting receipt until Bank or a Subcustodian
actually receives them.
Bank reserves the right to restrict in good faith the availability of
contractual day settlement accounting for credit reasons.
(b) Bank may (in its absolute discretion) upon oral or written
notification to Customer reverse any debit or credit made pursuant to Section
2.5(a) prior to a transaction's actual settlement, and Customer shall be
responsible for any costs or liabilities resulting from such reversal. Customer
acknowledges that the procedures described in this sub-section are of an
administrative nature, and Bank does not undertake to make loans and/or
Financial Assets available to Customer.
2.6 Actual Settlement Date Accounting.
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With respect to any sale or purchase transaction that is not posted to
the Account on the contractual settlement date as referred to in Section 2.5,
Bank shall post the transaction on the date on which the cash or Financial
Assets received as consideration for the transaction is actually received by
Bank.
2.7 Income Collection; Autocredit.
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(a) Bank shall credit the Cash Account with income and redemption
proceeds on Financial Assets in accordance with the times notified by Bank from
time to time on or after the anticipated payment date, net of any taxes that are
withheld by Bank or any third party. Where no time is specified for a particular
market, income and redemption proceeds from Financial Assets shall be credited
only after actual receipt and reconciliation. Bank may reverse such credits upon
oral or written notification to Customer that Bank believes that the
corresponding payment shall not be received by Bank within a reasonable period
or such credit was incorrect.
(b) Bank shall make reasonable endeavors in its discretion to contact
appropriate parties to collect unpaid interest, dividends or redemption
proceeds, but neither Bank nor its Subcustodians shall be obliged to file any
formal notice of default, institute legal proceedings, file proof of claim in
any insolvency proceeding, or take any similar action.
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2.8 Fractions/ Redemptions by Lot.
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Bank may sell fractional interests in Financial Assets and credit the
Cash Account with the proceeds of the sale. If some, but not all, of an
outstanding class of Financial Asset is called for redemption, Bank may allot
the amount redeemed among the respective beneficial holders of such class of
Financial Asset in any manner Bank deems to be fair and equitable.
2.9 Presentation of Coupons; Certain Other Ministerial Acts.
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Until Bank receives Instructions to the contrary, Bank shall:
(a) present all Financial Assets for which Bank has
received notice of a call for redemption or that have
otherwise matured, and all income and interest
coupons and other income items that call for payment
upon presentation;
(b) execute in the name of Customer such certificates as
may be required to obtain payment in respect of
Financial Assets; and
(c) exchange interim or temporary documents of title held
in the Securities Account for definitive documents of
title.
2.10 Corporate Actions.
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(a) Bank shall follow Corporate Actions and advise Customer of those
Corporate Actions of which Bank's central corporate actions department receives
notice from the issuer or from the Securities Depository in which such Financial
Assets are maintained or notice published in publications and reported in
reporting services routinely used by Bank for this purpose.
(b) If an Authorized Person fails to provide Bank with timely
Instructions with respect to any Corporate Action, neither Bank nor its
Subcustodians or their respective nominees shall take any action in relation to
that Corporate Action, except as otherwise agreed in writing by Bank and
Customer or as may be set forth by Bank as a default action in the advice it
provides under Section 2.10 (a) with respect to that Corporate Action.
2.11 Proxy Voting.
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(a) Subject to and upon the terms of this sub-section, Bank shall
provide Customer with information which it receives on matters to be voted upon
at meetings of holders of Financial Assets ("Notifications"), and Bank shall act
in accordance with Customer's Instructions in relation to such Notifications
("the active proxy voting service"). If information is received by Bank at its
proxy voting department too late to permit timely voting by Customer, Bank's
only obligation shall be to provide, so far as reasonably
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practicable, a Notification (or summary information concerning a Notification)
on an "information only" basis.
(b) The active proxy voting service is available only in certain
markets, details of which are available from Bank on request. Provision of the
active proxy voting service is conditional upon receipt by Bank of a duly
completed enrollment form as well as additional documentation that may be
required for certain markets.
(c) Bank shall act upon Instructions to vote on matters referred to in
a Notification, provided Instructions are received by Bank at its proxy voting
department by the deadline referred to in the relevant Notification. If
Instructions are not received in a timely manner, Bank shall not be obligated to
provide further notice to Customer.
(d) Bank reserves the right to provide Notifications or parts thereof
in the language received. Bank shall attempt in good faith to provide accurate
and complete Notifications, whether or not translated.
(e) Customer acknowledges that Notifications and other information
furnished pursuant to the active proxy voting service ("information") are
proprietary to Bank and that Bank owns all intellectual property rights,
including copyrights and patents, embodied therein. Accordingly, Customer shall
not make any use of such information except in connection with the active proxy
voting service.
(f) In markets where the active proxy voting service is not available
or where Bank has not received a duly completed enrollment form or other
relevant documentation, Bank shall not provide Notifications to Customer but
shall endeavor to act upon Instructions to vote on matters before meetings of
holders of Financial Assets where it is reasonably practicable for Bank (or its
Subcustodians or nominees as the case may be) to do so and where such
Instructions are received in time for Bank to take timely action (the "passive
proxy voting service").
(g) Customer acknowledges that the provision of proxy voting services
(whether active or passive) may be precluded or restricted under a variety of
circumstances. These circumstances include, but are not limited to: (i) the
Financial Assets being on loan or out for registration, (ii) the pendency of
conversion or another corporate action, or (iii) Financial Assets being held at
Customer's request in a name not subject to the control of Bank or its
Subcustodian, in a margin or collateral account at Bank or another bank or
broker, or otherwise in a manner which affects voting, local market regulations
or practices, or restrictions by the issuer. Additionally, in some cases Bank
may be required to vote all shares held for a particular issue for all of Bank's
customers in the same way. Bank shall inform Customer where this is the case.
(h) Notwithstanding the fact that Bank may act in a fiduciary capacity
with respect to Customer under other agreements or otherwise hereunder, in
performing active or passive voting proxy services Bank shall be acting solely
as the agent of Customer, and shall not exercise any discretion with regard to
such proxy services or vote any proxy
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except when directed by an Authorized Person.
2.12 Statements and Information Available On-Line.
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(a) Bank shall issue statements to Customer at times mutually agreed
identifying the Financial Assets and cash in the Accounts. Bank also shall
provide additional statements containing this information upon Customer's
request. Additionally, Bank shall send (or make available on-line to) Customer
an advice or notification of any transfers of cash or Financial Assets with
respect to the Accounts. Bank shall not be liable with respect to any matter set
forth in those portions of any such statement (or reasonably implied therefrom)
to which Customer has not given Bank a written exception or objection within
sixty (60) days of receipt of the statement. References in this Agreement to
statements include any statements in electronic form.
(b) Prices and other information obtained from third parties which may
be contained in any statement sent to Customer have been obtained from sources
Bank believes to be reliable. Bank does not, however, make any representation as
to the accuracy of such information or that the prices specified necessarily
reflect the proceeds that would be received on a disposal of the relevant
Financial Assets.
(c) Customer acknowledges that records and unaudited reports available
to it on-line shall be unaudited and may not be accurate due to inaccurate
pricing, delays in updating Account records, and other causes. Bank shall not be
liable for any loss or damage arising out of the inaccuracy of any such records
or unaudited reports accessed on-line.
2.13 Access to Bank's Records.
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Bank shall allow Customer's independent public accountants such
reasonable access to the records of Bank relating to Financial 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 also
shall obtain an undertaking to permit Customer's independent public accountants
reasonable access to the records of any Subcustodian of Securities held in the
Securities Account as may be required in connection with such examination.
2.14 Maintenance of Financial Assets at Bank and Subcustodian Locations.
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(a) Unless Instructions require another location acceptable to Bank,
Financial Assets shall be held in the country or jurisdiction in which their
principal trading market is located, where such Financial Assets may be
presented for payment, where such Financial Assets were acquired, or where such
Financial Assets are held. Bank reserves the right to refuse to accept delivery
of Financial Assets or cash in countries and jurisdictions other than those
referred to in Schedule 1 to this Agreement, as in effect from time to time.
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(b) Bank shall not be obliged to follow an Instruction to hold
Financial Assets with, or have them registered or recorded in the name of, any
person not chosen by Bank. However, if Customer does instruct Bank to hold
Securities with or register or record Securities in the name of a person not
chosen by Bank, the consequences of doing so are at Customer's own risk and Bank
shall not be liable therefor.
2.15 Tax Reclaims.
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Bank shall provide tax reclamation services as provided in Section 8.2.
2.16 Foreign Exchange Transactions.
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To facilitate the administration of Customer's trading and investment
activity, Bank may, but shall not be obliged to, enter into spot or forward
foreign exchange contracts with Customer, or an Authorized Person, and may also
provide foreign exchange contracts and facilities through its 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 Affiliates or Subcustodians enter into a master foreign exchange
contract that covers foreign exchange transactions for the Accounts, the terms
and conditions of that foreign exchange contract and, to the extent not
inconsistent, this Agreement, shall apply to such transactions.
3. INSTRUCTIONS
3.1 Acting on Instructions; Unclear Instructions.
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(a) Bank is authorized to act under this Agreement (or to refrain from
taking action) in accordance with the instructions received by Bank, via
telephone, telex, facsimile transmission, or other teleprocess or electronic
instruction or trade information system acceptable to Bank ("Instructions").
Bank shall have no responsibility for the authenticity or propriety of any
Instructions that 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 that Bank may specify. Customer authorizes Bank to
accept and act upon any Instructions received by it without inquiry. Customer
shall indemnify the Bank Indemnitees against, and hold each of them harmless
from, any Liabilities that may be imposed on, incurred by, or asserted against
the Bank Indemnitees as a result of any action or omission taken in accordance
with any Instructions or other directions upon which Bank is authorized to rely
under the terms of this Agreement.
(b) Unless otherwise expressly provided, all Instructions shall
continue in full force and effect until canceled or superseded.
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(c) Bank may (in its sole discretion and without affecting any part of
this Section 3.1) seek clarification or confirmation of an Instruction from an
Authorized Person and may decline to act upon an Instruction if it does not
receive clarification or confirmation satisfactory to it. Bank shall not be
liable for any loss arising from any delay while it seeks such clarification or
confirmation.
(d) In executing or paying a payment order Bank may rely upon the
identifying number (e.g. Fedwire routing number or account) of any party as
instructed in the payment order. Customer assumes full responsibility for any
inconsistency between the name and identifying number of any party in payment
orders issued to Bank in Customer's name.
3.2 Confirmation of Oral Instructions/ Security Devices.
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Any Instructions delivered to Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person. Each confirmation is
to be clearly marked "Confirmation." Bank shall not be liable for having
followed such Instructions notwithstanding the failure of an Authorized Person
to send such confirmation in writing or the failure of such confirmation to
conform to the telephone Instructions received. Either party may record any of
their telephonic communications. Customer shall comply with any security
procedures reasonably required by Bank from time to time with respect to
verification of Instructions. Customer shall be responsible for safeguarding any
test keys, identification codes or other security devices that Bank shall make
available to Customer or any Authorized Person.
3.3 Instructions; Contrary to Law/Market Practice.
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Bank need not act upon Instructions which it reasonably believes to be
contrary to law, regulation or market practice but shall be under no duty to
investigate whether any Instructions comply with Applicable Law or market
practice.
3.4 Cut-off Times.
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Bank has established cut-off times for receipt of some
categories of Instruction, which shall be made available to
Customer. If Bank receives an Instruction after its
established cut-off time, it shall attempt to act upon the
Instruction on the day requested if Bank deems it practicable
to do so or otherwise as soon as practicable after that day.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 Fees and Expenses.
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Customer shall pay Bank for its services hereunder the fees set forth
in Schedule 2 hereto or such other amounts as may be agreed upon in writing from
time to time, together with Bank's reasonable out-of-pocket or incidental
expenses, including, but not limited to,
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legal fees. Customer authorizes Bank to charge the Cash Account, for any such
fees or expenses.
4.2 Overdrafts.
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If a debit to any currency in the Cash Account results in a debit
balance in that currency (without regard to any Cash Account investments) then
Bank may, in its discretion, advance an amount equal to the overdraft and such
an advance shall be deemed a loan to Customer, payable on demand, bearing
interest at the rate charged by Bank from time to time, for overdrafts incurred
by customers similar to Customer, from the date of such advance to the date of
payment (both after as well as before judgment) and otherwise on the terms on
which Bank makes similar overdrafts available from time to time. No prior action
or course of dealing on Bank's part with respect to the settlement of
transactions on Customer's behalf shall be asserted by Customer against Bank for
Bank's refusal to make advances to the Cash Account or to settle any transaction
for which Customer does not have sufficient available funds in the applicable
currency in the Account.
4.3 Bank's Right Over Securities; Set-off.
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(a) Customer grants Bank a security interest in and a lien on the
Financial Assets held in the Securities Account as security for any and all
amounts which are now or become owing to Bank under any provision of this
Agreement, whether or not matured or contingent ("Indebtedness").
(b) Bank shall be further entitled to set any such Indebtedness off
against any cash or deposit account with Bank or any of its Affiliates of which
Customer is the beneficial owner, regardless of the currency involved. Bank
shall notify Customer in advance of any such charge unless Bank reasonably
believes that it might prejudice its interests to do so and, in such event, Bank
shall notify Customer promptly afterwards.
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
5.1 Appointment of Subcustodians; Use of Securities Depositories.
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(a) Bank is authorized under this Agreement to act through and hold
Customer's Financial Assets with subcustodians, being at the date of this
Agreement the entities listed in Schedule 1 and/or such other entities as Bank
may appoint as subcustodians ("Subcustodians"). Bank shall use reasonable care
in the selection and continued appointment of such Subcustodians. In addition,
Bank and each Subcustodian may deposit Financial Assets with, and hold Financial
Assets in, any securities depository, settlement system, dematerialized book
entry system or similar system (together a "Securities Depository") on such
terms as such systems customarily operate and Customer shall provide Bank with
such documentation or acknowledgements that Bank may require to hold the
Financial Assets in such systems.
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(b) Any agreement Bank enters into with a Subcustodian for holding
Bank's customers' 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 or its creditors except a claim of payment for their safe custody
or administration or, in the case of cash deposits, except for liens or rights
in favor of creditors of the Subcustodian arising under bankruptcy, insolvency
or similar laws, 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. Where a Subcustodian deposits Securities with a
Securities Depository, Bank shall cause the Subcustodian to identify on its
records as belonging to Bank, as agent, the Securities shown on the
Subcustodian's account at such Securities Depository. The foregoing shall not
apply to the extent of any special agreement or arrangement made by Customer
with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or
the insolvency of) any Securities Depository. In the event Customer incurs a
loss due to the negligence, willful misconduct, or insolvency of a Securities
Depository, Bank shall make reasonable endeavors, in its discretion, to seek
recovery from the Securities Depository.
5.2 Liability for Subcustodians.
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(a) Subject to Section 7.1(b), Bank shall be liable for direct losses
incurred by Customer that result from:
(i) the failure by the Subcustodian to use reasonable
care in the provision of custodial services by it in
accordance with the standards prevailing in the
relevant market or from the fraud or willful default
of such Subcustodian in the provision of custodial
services by it; or
(ii) the insolvency of any Affiliated Subcustodian.
(b) Subject to Section 7.1(b) and Bank's duty to use reasonable care in
the monitoring of a Subcustodian's financial condition as reflected in its
published financial statements and other publicly available financial
information concerning it, Bank shall not be responsible for the insolvency of
any Subcustodian which is not a branch or an Affiliated Subcustodian.
(c) Bank reserves the right to add, replace or remove Subcustodians.
Bank shall give prompt notice of any such action, which shall be advance notice
if practicable. Upon request by Customer, Bank shall identify the name, address
and principal place of business of any Subcustodian and the name and address of
the governmental agency or other regulatory authority that supervises or
regulates such Subcustodian.
5.3 Use of Agents.
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(a) Bank may provide certain services under this Agreement through
third parties. These third parties may be Affiliates. Except to the extent
provided in Section 5.2
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with respect to Subcustodians, Bank shall not be responsible for any loss as a
result of a failure by any broker or any other third party that it selects and
retains using reasonable care to provide ancillary services, such as pricing,
proxy voting, and corporate action services, that it does not customarily
provide itself. Nevertheless, Bank shall be liable for the performance of any
such service provider selected by Bank that is an Affiliate to the same extent
as Bank would have been liable if it performed such services itself.
(b) Bank shall execute transactions involving Financial Assets of
United States origin through a broker which is an Affiliate (i) in the case of
the sale under Section 2.8 of a fractional interest or (ii) if an Authorized
Person directs Bank to use the affiliated broker or otherwise requests that Bank
select a broker for that transaction, unless, in either case, the Affiliate does
not execute similar transactions in such Financial Assets. The affiliated broker
may charge its customary commission (or retain its customary spread) with
respect to either such transaction.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 Representations of Customer.
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Customer represents and warrants to Bank that: (i) it has full
authority and power, and has obtained all necessary authorizations and consents,
to deposit and control the Financial Assets and cash in the Accounts, to use
Bank as its custodian in accordance with the terms of this Agreement and to
incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and
enter into foreign exchange transactions; and (ii) this Agreement is its legal,
valid and binding obligation, enforceable in accordance with its terms and it
has full power and authority to enter into and has taken all necessary corporate
action to authorize the execution of this Agreement. Bank may rely upon the
above or the certification of such other facts as may be required to administer
Bank's obligations hereunder.
6.2 Customer to Provide Certain Information to Bank.
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Upon request, Customer shall promptly provide to Bank such information
about itself and its financial status as Bank may reasonably request, including
Customer's organizational documents and its current audited and unaudited
financial statements.
6.3 Customer is Liable to Bank Even if it is Acting for Another Person.
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If Customer is acting as an agent for a disclosed or undisclosed
principal in respect of any transaction, cash, or Financial Asset, Bank
nevertheless shall treat Customer as its principal for all purposes under this
Agreement. In this regard, Customer shall be liable to Bank as a principal in
respect of any transactions relating to the Account. The foregoing shall not
affect any rights Bank might have against Customer's principal.
13
7. WHEN BANK IS LIABLE TO CUSTOMER
7.1 Standard of Care; Liability.
---------------------------
(a) Bank shall use reasonable care in performing its obligations under
this Agreement. Bank shall not be in violation of this Agreement with respect to
any matter as to which it has satisfied its obligation of reasonable care.
(b) Bank shall be liable for Customer's direct damages to the extent
they result from Bank's negligence or willful misconduct in performing its
duties as set out in this Agreement and to the extent provided for in Section
5.2(a). Nevertheless, under no circumstances shall Bank be liable for any
indirect, incidental, consequential or special damages (including, without
limitation, lost profits) of any form incurred by any person, whether or not
foreseeable and regardless of the type of action in which such a claim may be
brought, with respect to the Accounts or Bank's performance hereunder or its
role as custodian.
(c) Customer shall indemnify the Bank Indemnitees against, and hold
them harmless from, any Liabilities that may be imposed on, incurred by or
asserted against any of the Bank Indemnitees in connection with or arising out
of Bank's performance under this Agreement, provided the Bank Indemnitees have
not acted with negligence or engaged in fraud or willful misconduct in
connection with the Liabilities in question. Nevertheless, Customer shall not be
obligated to indemnify any Bank Indemnitee under the preceding sentence with
respect to any Liability for which Bank is liable under Section 5.2 of this
Agreement.
(d) Without limiting Subsections 7.1 (a), (b) or (c), 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
Financial Assets; (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 2.7(b) of this Agreement; (iv) evaluate or report to
Customer or an Authorized Person regarding the financial condition of any
broker, agent or other party to which Bank is instructed to deliver Financial
Assets or cash; or (v) review or reconcile trade confirmations received from
brokers (and Customer or its Authorized Persons issuing Instructions shall bear
any responsibility to review such confirmations against Instructions issued to
and statements issued by Bank).
7.2 Force Majeure.
-------------
Bank shall maintain and update from time to time business continuation
and disaster recovery procedures with respect to its global custody business
that it determines from time to time meet reasonable commercial standards. Bank
shall have no liability, however, for any damage, loss or expense of any nature
that Customer may suffer or incur, caused by an act of God, fire, flood, civil
or labor disturbance, war, act of any governmental authority or other act or
threat of any authority (de jure or de facto), legal constraint, fraud
14
or forgery, malfunction of equipment or software (except to the extent such
malfunction is primarily attributable to Bank's negligence in maintaining the
equipment or software), failure of or the effect of rules or operations of any
external funds transfer system, inability to obtain or interruption of external
communications facilities, or any cause beyond the reasonable control of Bank
(including without limitation, the non-availability of appropriate foreign
exchange).
7.3 Bank May Consult With Counsel.
------------------------------
Bank shall be entitled to rely on, and may act upon the advice of
professional advisers in relation to matters of law, regulation or market
practice (which may be the professional advisers of Customer), and shall not be
liable to Customer for any action reasonably taken or omitted pursuant to such
advice.
7.4 Bank Provides Diverse Financial Services and May Generate Profits as a
-----------------------------------------------------------------------
Result.
------
Customer acknowledges that Bank or its Affiliates may have a material
interest in transactions entered into by Customer with respect to the Account or
that circumstances are such that Bank may have a potential conflict of duty or
interest. For example, Bank or its Affiliates may act as a market maker in the
Financial Assets to which Instructions relate, provide brokerage services to
other customers, act as financial adviser to the issuer of such Financial
Assets, act in the same transaction as agent for more than one customer, have a
material interest in the issue of the Financial Assets, or earn profits from any
of these activities. Customer acknowledges that Bank or its Affiliates may be in
possession of information tending to show that the Instructions received may not
be in the best interests of Customer. Bank is not under any duty to disclose any
such information.
8. TAXATION
8.1 Tax Obligations.
---------------
(a) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Cash Account any taxes or levies required by any
revenue or governmental authority for whatever reason in respect of Customer's
Accounts.
(b) If Bank does not receive appropriate declarations, documentation
and information then additional United Kingdom taxation shall be deducted from
all income received in respect of the Financial Assets issued outside the United
Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any
applicable United States tax (including, but not limited to, non-resident alien
tax) shall be deducted from United States source income. Customer shall provide
to Bank such certifications, documentation, and information as it may require in
connection with taxation, and warrants that, when given, this information is
true and correct in every respect, not misleading in any way, and contains all
material information. Customer undertakes to notify Bank immediately if any
information requires updating or correcting.
15
(c) Customer shall be responsible for the payment of all taxes relating
to the Financial Assets in the Securities Account, and Customer shall pay,
indemnify and hold Bank harmless from and against any and all liabilities,
penalties, interest or additions to tax with respect to or resulting from, any
delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal,
state or local taxes or foreign taxes imposed on, or (2) to report interest,
dividend or other income paid or credited to the Cash Account, whether such
failure or delay by Bank to pay, withhold or report tax or income is the result
of (x) Customer's failure to comply with the terms of this paragraph, or (y)
Bank's own acts or omissions; provided however, Customer shall not be liable to
Bank for any penalty or additions to tax due as a result of Bank's failure to
pay or withhold tax or to report interest, dividend or other income paid or
credited to the Cash Account solely as a result of Bank's negligent acts or
omissions.
8.2 Tax Reclaims.
------------
(a) Subject to the provisions of this Section, Bank shall apply for a
reduction of withholding tax and any refund of any tax paid or tax credits in
respect of income payments on Financial Assets credited to the Securities
Account that Bank believes may be available.
(b) The provision of a tax reclamation service by Bank is conditional
upon Bank receiving from Customer (i) a declaration of its identity and place of
residence and (ii) certain other documentation (pro forma copies of which are
available from Bank). If Financial Assets credited to the Account are
beneficially owned by someone other than Customer, this information shall be
necessary with respect to the beneficial owner. Customer acknowledges that Bank
shall be unable to perform tax reclamation services unless it receives this
information.
(c) Bank shall perform tax reclamation services only with respect to
taxation levied by the revenue authorities of the countries advised to Customer
from time to time and Bank may, by notification in writing, in its absolute
discretion, supplement or amend the countries in which the tax reclamation
services are offered. Other than as expressly provided in this Section 8.2 Bank
shall have no responsibility with regard to Customer's tax position or status in
any jurisdiction.
(d) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental body in
relation to the processing of any tax reclaim.
9. TERMINATION
Either party may terminate this Agreement on sixty days' notice in
writing to the other party. If Customer gives notice of termination, it must
provide full details of the persons to whom Bank must deliver Financial Assets
and cash. If Bank gives notice of
16
termination, then Customer must, within sixty days, notify Bank of details of
its new custodian, failing which Bank may elect (at any time after the sixty day
notice period) either to retain the Financial Assets and cash until such details
are given, continuing to charge fees due (in which case Bank's sole obligation
shall be for the safekeeping of the Financial Assets and cash), or deliver the
Financial Assets and cash to Customer. Bank shall in any event be entitled to
deduct any amounts owing to it prior to delivery of the Financial Assets and
cash (and, accordingly, Bank shall be entitled to sell Financial Assets and
apply the sale proceeds in satisfaction of amounts owing to it). Customer shall
reimburse Bank promptly for all out-of-pocket expenses it incurs in delivering
Financial Assets upon termination. Termination shall not affect any of the
liabilities either party owes to the other arising under this Agreement prior to
such termination.
10. MISCELLANEOUS
10.1 Notices.
-------
Notices (other than Instructions) shall be served by registered mail or
hand delivery to the address of the respective parties as set out on the first
page of this Agreement, unless notice of a new address is given to the other
party in writing. Notice shall not be deemed to be given unless it has been
received.
10.2 Successors and Assigns.
----------------------
This Agreement shall be binding on each of the parties' successors and
assigns, but the parties agree that neither party can assign its rights and
obligations under this Agreement without the prior written consent of the other
party, which consent shall not be unreasonably withheld.
10.3 Interpretation.
--------------
Headings are for convenience only and are not intended to affect
interpretation. References to sections are to sections of this Agreement and
references to sub-sections and paragraphs are to sub-sections of the sections
and paragraphs of the sub-sections in which they appear.
10.4 Entire Agreement.
----------------
(a) The following Rider(s) are incorporated into this Agreement:
X Cash Trade Execution
___ Accounting Services
X Mutual Fund
17
X Domestic and Global
(b) This Agreement, including the Schedules, Exhibits, and Riders (and
any separate agreement which Bank and Customer may enter into with respect to
any Cash Account), sets out the entire Agreement between the parties in
connection with the subject matter, and this Agreement supersedes any other
agreement, statement, or representation relating to custody, whether oral or
written. Amendments must be in writing and signed by both parties.
10.5 Information Concerning Deposits at Bank.
---------------------------------------
(a) Bank's London Branch is a member of the United Kingdom Deposit
Protection Scheme (the "Scheme") established under Banking Xxx 0000 (as
amended). The Scheme provides that in the event of Bank's insolvency payments
may be made to certain customers of Bank's London Branch. Payments under the
Scheme are limited to 90% of a depositor's total cash deposits subject to a
maximum payment to any one depositor of (pound)18,000 (or 20,000 euros if
greater). Most deposits denominated in sterling and other European Economic Area
Currencies and euros made with Bank within the United Kingdom are covered.
Further details of the Scheme are available on request.
(b) In the event that Bank incurs a loss attributable to Country Risk
with respect to any cash balance it maintains on deposit at a Subcustodian or
other correspondent bank in regard to its global custody or trust businesses in
the country where the Subcustodian or other correspondent bank is located, Bank
may set such loss off against Customer's Cash Account to the extent that such
loss is directly attributable to Customer's investments in that market and, to
the extent that such loss is not directly attributable to any of Bank's
customers' investments in that market, Bank may set such loss off in a pro-rata
manner against its customers' cash account holdings in that currency, including
such holdings in Customer's Cash Account.
10.6 Confidentiality.
---------------
Bank shall not disclose any confidential information concerning its
relationship with Customer under this Agreement except as is reasonably
necessary to provide services to Customer, as required by law or regulation or
the organizational documents of the issuer of any Financial Asset, or otherwise
with the consent of Customer. Customer agrees to keep this Agreement
confidential and, except where disclosure is required by law or regulation,
shall only disclose it (or any part of it) with the prior written consent of
Bank.
10.7 Insurance.
---------
Bank shall not be required to maintain any insurance coverage for the
benefit of Customer.
10.8 Governing Law and Jurisdiction. Certification of Residency.
-----------------------------------------------------------
This Agreement shall be construed, regulated, and administered under
the laws of
18
the United States or State of New York, as applicable, without regard to New
York's principles regarding conflict of laws. The United States District Court
for the Southern District of New York shall have the sole and exclusive
jurisdiction over any lawsuit or other judicial proceeding relating to or
arising from this Agreement. If that court lacks federal subject matter
jurisdiction, the Supreme Court of the State of New York, New York County shall
have sole and exclusive jurisdiction. Either of these courts shall have proper
venue for any such lawsuit or judicial proceeding, and the parties waive any
objection to venue or their convenience as a forum. The parties agree to submit
to the jurisdiction of any of the courts specified and to accept service of
process to vest personal jurisdiction over them in any of these courts. The
parties further hereby knowingly, voluntarily and intentionally waive, to the
fullest extent permitted by applicable law, any right to a trial by jury with
respect to any such lawsuit or judicial proceeding arising or relating to this
Agreement or the transactions contemplated hereby. Customer certifies that it is
a resident of the United States and shall 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.
10.9 Severability and Waiver.
-----------------------
(a) If one or more provisions of this Agreement 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.
(b) 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 of this Agreement, 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.
10.10 Counterparts.
-------------
This Agreement may be executed in several counterparts each of which
shall be deemed to be an original and together shall constitute one and the same
agreement.
19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
CMC FUND TRUST
By:_____________________________________
Title: President
Date: May 11, 2001
THE CHASE MANHATTAN BANK
By:_____________________________________
Title:
Date:
20
Exhibit A
CMC International Stock Fund*
CMC International Bond Fund*
CMC Small Cap Fund
CMC Small/Mid Cap Fund
CMC Strategic Equity Fund
*These Funds have Cash Trade Execution Agreements
1
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
CMC Fund Trust
effective May 11, 2001
The following modifications are made to the Agreement:
A. Add a new Section 2.17 to the Agreement as follows:
"2.17. Compliance with Securities and Exchange Commission ("SEC") rule
17f-5 ("rule 17f-5").
(a) Customer's board of directors (or equivalent body) (hereinafter
'Board') hereby delegates to Bank, and, except as to the country or countries as
to which Bank may, from time to time, advise Customer that it does not accept
such delegation, Bank hereby accepts the delegation to it, of the obligation to
perform as Customer's 'Foreign Custody Manager' (as that term is defined in rule
17f-5(a)(3) as promulgated under the Investment Company Act of 1940, as amended
("1940 Act")), including for the purposes of: (i) selecting Eligible Foreign
Custodians (as that term is defined in SEC rule 17f-5(a)(1), and as the same may
be amended from time to time, or that have otherwise been exempted pursuant to
an SEC exemptive order) to hold foreign Financial Assets and Cash, (ii)
evaluating the contractual arrangements with such Eligible Foreign Custodians
(as set forth in SEC rule 17f-5(c)(2)), (iii) monitoring such foreign custody
arrangements (as set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the placement
of Financial Assets and Cash with particular Eligible Foreign
Custodians and of any material change in the arrangements with such
Eligible Foreign Custodians, with such reports to be provided to
Customer's Board at such times as the Board deems reasonable and
appropriate based on the circumstances of Customer's foreign custody
arrangements (and until further notice from Customer such reports shall
be provided not less than quarterly with respect to the placement of
Financial Assets and Cash with particular Eligible Foreign Custodians
and with reasonable promptness upon the occurrence of any material
change in the arrangements with such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person having
responsibility for the safekeeping of foreign Financial Assets and cash
would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined
that foreign Financial Assets and cash placed and maintained in the
safekeeping of such Eligible
1
Foreign Custodian shall be subject to reasonable care, based on the
standards applicable to custodians in the relevant market, after having
considered all factors relevant to the safekeeping of such foreign
Financial Assets and cash, including, without limitation, those factors
set forth in SEC rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with an Eligible Foreign
Custodian requires that the Eligible Foreign Custodian shall provide
reasonable care for foreign Financial Assets and Cash based on the
standards applicable to custodians in the relevant market.
(v) have established a system to monitor the continued appropriateness
of maintaining foreign Financial Assets and cash with particular
Eligible Foreign Custodians and of the governing contractual
arrangements; it being understood, however, that in the event that Bank
shall have determined that the existing Eligible Foreign Custodian in a
given country would no longer afford foreign Financial Assets and cash
reasonable care and that no other Eligible Foreign Custodian in that
country would afford reasonable care, Bank shall promptly so advise
Customer and shall then act in accordance with the Instructions of
Customer with respect to the disposition of the affected foreign
Financial Assets and cash.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
foreign Financial Assets and cash on behalf of Customer with Eligible Foreign
Custodians pursuant to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein, Customer shall be solely
responsible to assure that the maintenance of foreign Financial Assets and cash
hereunder complies with the rules, regulations, interpretations and exemptive
orders as promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as defined in
Rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial
Assets and cash being placed and maintained in Bank's custody are subject to the
1940 Act, as the same may be amended from time to time; (2) its Board: (i) has
determined that it is reasonable to rely on Bank to perform as Customer's
Foreign Custody Manager (ii) or its investment adviser shall have determined
that Customer may maintain foreign Financial Assets and cash in each country in
which Customer's Financial Assets and cash shall be held hereunder and
determined to accept Country Risk. Nothing contained herein shall require Bank
to make any selection or to engage in any monitoring on behalf of Customer that
would entail consideration of Country Risk.
(e) Bank shall provide to Customer such information relating to Country
Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that:
(i) such information is solely designed to inform Customer of market conditions
and procedures and is not intended as a recommendation to invest or not invest
in particular markets; and (ii) Bank has gathered the information from sources
it considers reliable, but that Bank shall have no responsibility for
inaccuracies or incomplete information.
2
B. Add a new Section 2.18 to the Agreement as follows:
2.18. Compliance with SEC rule 17f-7 ("rule 17f-7").
---------------------------------------------
(a) Bank shall, for consideration by Customer, provide an analysis of
the custody risks associated with maintaining Customer's Foreign Assets with
each Eligible Securities Depository used by Bank as of the date hereof (or, in
the case of an Eligible Securities Depository not used by Bank as of the date
hereof, prior to the initial placement of Customer's foreign Assets at such
Depository) and at which any foreign Assets of Customer are held or are expected
to be held. The foregoing analysis will be provided to Customer at Bank's
Website. In connection with the foregoing, Customer shall notify Bank of any
Eligible Securities Depositories at which it does not choose to have its Foreign
Assets held. Bank shall monitor the custody risks associated with maintaining
Customer's foreign Assets at each such Eligible Securities Depository on a
continuing basis and shall promptly notify Customer or its adviser of any
material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in
performing the requirements set forth in Section 2.18(a) above.
(c) Based on the information available to it in the exercise of
diligence, Bank shall determine the eligibility under rule 17f-7 of each
depository before including it on Schedule 3 hereto and shall promptly advise
Customer if any Eligible Securities Depository ceases to be eligible. (Eligible
Securities Depositories used by Bank as of the date hereof are set forth in
Schedule 3 hereto, and as the same may be amended on notice to Customer from
time to time.)
(d) Bank need not commence performing any of the duties set forth in
this Section 2.18 prior to May 11, 2001, but Bank shall advise Customer if it is
prepared to commence such duties prior to such date as to particular
depositories.
D. Add the following after the first sentence of Section 5.1(a) of the
Agreement: OAt the request of Customer, Bank may, but need not, add to Schedule
1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody
Manager with respect to the selection thereof. Bank shall notify Customer in the
event that it elects to add any such entity.O
E. Add the following language as Sections 5.1(d) and (e) of the
Agreement:
" (d) The term Subcustodian as used herein shall mean the following:
(i) a `U.S. Bank,' which shall mean a U.S. bank as defined in
SEC rule 17f5(a)(7);
(ii) an `Eligible Foreign Custodian,' which shall mean: (i) a
banking institution or trust company, incorporated or
organized under the laws of a
3
country other than the United States, that is regulated as
such by that country's government or an agency thereof, and
(ii) a majority-owned direct or indirect subsidiary of a U.S.
bank or bank holding company which subsidiary is incorporated
or organized under the laws of a country other than the United
States. In addition, an Eligible Foreign Custodian shall also
mean any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in
Section 5.2(a), the term Subcustodian shall not include any
Eligible Foreign Custodian as to which Bank has not acted as
Foreign Custody Manager.
(e) The term `securities depository' as used herein when referring to a
securities depository located outside the U.S. shall mean:
an "Eligible Securities Depository" which, in turn, shall have
the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same
may be amended from time to time, or that has otherwise been
made exempt pursuant to an SEC exemptive order; provided that,
prior to the compliance date with rule 17f-7 for a particular
securities depository the term "securities depositories" shall
be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to
rule 17f-5.
(f) The term "securities depository" as used herein when referring to a
securities depository located in the U.S. shall mean a "securities depository"
as defined in SEC rule 17f-4(a).
4
Schedule 3
ELIGIBLE SECURITIES DEPOSITORIES
----------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------- -------------------------------------------------- --------------------------------------------------------
Argentina CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
Argentina CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
----------------- -------------------------------------------------- --------------------------------------------------------
Australia Austraclear Limited Corporate Debt, Money Market, Semi-Government Debt
----------------- -------------------------------------------------- --------------------------------------------------------
Australia CHESS Equity
(Clearing House Electronic Sub-register System)
----------------- -------------------------------------------------- --------------------------------------------------------
Australia RITS Government Debt
(Reserve Bank of Australia/Reserve Bank
Information and Transfer System)
----------------- -------------------------------------------------- --------------------------------------------------------
Austria OeKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
----------------- -------------------------------------------------- --------------------------------------------------------
Belgium CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
Xxxxxxx XXX Corporate Debt, Government Debt
(National Bank of Belgium)
----------------- -------------------------------------------------- -----------------------------------
Brazil CBLC Equity
(Companhia Brasileira de Liquidacao e Custodia)
----------------- -------------------------------------------------- --------------------------------------------------------
Brazil CETIP Corporate Debt
(Central de Custodia e Liquidacao Financiera
de Titulos Privados)
----------------- -------------------------------------------------- --------------------------------------------------------
Brazil SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
----------------- -------------------------------------------------- --------------------------------------------------------
Bulgaria BNB Government Debt
(Bulgaria National Bank)
----------------- -------------------------------------------------- --------------------------------------------------------
Bulgaria CDAD Equity, Corporate Debt
(Central Depository A.D.)
----------------- -------------------------------------------------- --------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with XX Xxxxxx Xxxxx. XX Xxxxxx Xxxxx has gathered the
information from a source it considers reliable, however, it cannot be
responsible for inaccuracies, incomplete information or updating of the
information furnished hereby.
XX Xxxxxx Investor Services Network Management April 19, 2001
----------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------- -------------------------------------------------- --------------------------------------------------------
Canada CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Chile DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
China, Shanghai SSCCRC Equity
(Shanghai Securities Central Clearing and
Registration Corporation)
----------------- -------------------------------------------------- --------------------------------------------------------
China, Shenzhen SSCC Equity
(Shenzhen Securities Clearing Company, Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Colombia DCV Government Debt
(Deposito Central de Valores)
----------------- -------------------------------------------------- --------------------------------------------------------
Colombia DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de Colombia
S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
Croatia SDA Equity, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
----------------- -------------------------------------------------- --------------------------------------------------------
Croatia Ministry of Finance of the Republic of Croatia Short-term debt issued by the Ministry of Finance.
----------------- -------------------------------------------------- --------------------------------------------------------
Croatia CNB Short-term debt issued by the National Bank of
(Croatian National Bank) Croatia.
----------------- -------------------------------------------------- --------------------------------------------------------
Czech Republic SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru)
----------------- -------------------------------------------------- --------------------------------------------------------
Czech Republic CNB Government Debt
(Czech National Bank)
----------------- -------------------------------------------------- --------------------------------------------------------
Denmark VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
----------------- -------------------------------------------------- --------------------------------------------------------
Egypt MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and Depository,
S.A.E.)
----------------- -------------------------------------------------- --------------------------------------------------------
Estonia ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite Keskdepositoorium)
----------------- -------------------------------------------------- --------------------------------------------------------
Euromarket DCC Euro-CDs
(The Depository and Clearing Centre)
----------------- -------------------------------------------------- --------------------------------------------------------
----------------- -------------------------------------------------- --------------------------------------------------------
Euromarket Clearstream Euro-Debt
(Clearstream Banking, S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
----------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------- -------------------------------------------------- --------------------------------------------------------
Euromarket Euroclear Euro-Debt
----------------- -------------------------------------------------- --------------------------------------------------------
Finland APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
France Euroclear France Equity, Corporate Debt, Government Debt
----------------- -------------------------------------------------- --------------------------------------------------------
Germany Clearstream Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
----------------- -------------------------------------------------- --------------------------------------------------------
Greece CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
Greece BoG Government Debt
(Bank of Greece)
----------------- -------------------------------------------------- --------------------------------------------------------
Hong Kong HKSCC Equity
(Hong Kong Securities Clearing Company Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Hong Kong CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
----------------- -------------------------------------------------- --------------------------------------------------------
Hungary KELER Equity, Corporate Debt, Government Debt
(Central Clearing House and Depository
(Budapest) Ltd. - Kozponti Elszamolohaz es
Ertektar (Budapest) Rt.)
----------------- -------------------------------------------------- --------------------------------------------------------
India NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
India CDSL Equity
(Central Depository Services (India) Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
India RBI Government Debt
(Reserve Bank of India)
----------------- -------------------------------------------------- --------------------------------------------------------
Indonesia KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
----------------- -------------------------------------------------- --------------------------------------------------------
Ireland CREST Equity, Corporate Debt
(CRESTCo Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Israel TASE Clearing House Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House)
----------------- -------------------------------------------------- --------------------------------------------------------
Italy Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
----------------- -------------------------------------------------- --------------------------------------------------------
Italy Banca d'Italia Government Debt
----------------- -------------------------------------------------- --------------------------------------------------------
----------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------- -------------------------------------------------- --------------------------------------------------------
Ivory Coast DC/BR Equity
(Le Depositaire Central / Banque de Reglement)
----------------- -------------------------------------------------- --------------------------------------------------------
Japan JASDEC Equity, Convertible Debt
(Japan Securities Depository Center)
----------------- -------------------------------------------------- --------------------------------------------------------
Japan BoJ Registered Government Debt
(Bank of Japan)
----------------- -------------------------------------------------- --------------------------------------------------------
Kazahkstan CSD Equity
(Central Securities Depository CJSC)
----------------- -------------------------------------------------- --------------------------------------------------------
Kenya CBCD Government Debt
(Central Bank Central Depository)
----------------- -------------------------------------------------- --------------------------------------------------------
Latvia LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
----------------- -------------------------------------------------- --------------------------------------------------------
Lebanon Midclear X.X.X. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
X.X.X.)
----------------- -------------------------------------------------- --------------------------------------------------------
Lithuania CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
----------------- -------------------------------------------------- --------------------------------------------------------
Luxembourg Clearstream Equity
(Clearstream Banking S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
Malaysia MCD Equity, Corporate Debt, Government Debt
(Malaysian Central Depository Sdn. Bhd.)
----------------- -------------------------------------------------- --------------------------------------------------------
Mauritius CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Mexico INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
----------------- -------------------------------------------------- --------------------------------------------------------
Morocco Maroclear Equity, Corporate Debt, Government Debt
----------------- -------------------------------------------------- --------------------------------------------------------
Netherlands NECIGEF Equity, Corporate Debt, Government Debt
(Nederlands Centraal Insituut voor Giraal
Effectenverkeer B.V.)
----------------- -------------------------------------------------- --------------------------------------------------------
New Zealand NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
----------------- -------------------------------------------------- --------------------------------------------------------
Nigeria CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
----------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------- -------------------------------------------------- --------------------------------------------------------
Norway VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
----------------- -------------------------------------------------- --------------------------------------------------------
Oman MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
----------------- -------------------------------------------------- --------------------------------------------------------
Pakistan CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Pakistan SBP Government Debt
(State Bank of Pakistan)
----------------- -------------------------------------------------- --------------------------------------------------------
Peru CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
Philippines PCD Equity
(Philippine Central Depository, Inc.)
----------------- -------------------------------------------------- --------------------------------------------------------
Philippines XXXX Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
----------------- -------------------------------------------------- --------------------------------------------------------
Poland NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
Poland CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
----------------- -------------------------------------------------- --------------------------------------------------------
Portugal CVM Equity, Corporate Debt, Government Debt
(Central de Valores Mobiliarios e Sistema de
Liquidacao e Compensacao)
----------------- -------------------------------------------------- --------------------------------------------------------
Romania SNCDD Equity
(National Company for Clearing, Settlement and
Depository for Securities)
----------------- -------------------------------------------------- --------------------------------------------------------
Romania BSE Equity
(Bucharest Stock Exchange Registry)
----------------- -------------------------------------------------- --------------------------------------------------------
Russia VTB Equity, Corporate Debt, Government Debt (Ministry of
(Vneshtorgbank) Finance Bonds)
----------------- -------------------------------------------------- --------------------------------------------------------
Russia NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
----------------- -------------------------------------------------- --------------------------------------------------------
Russia DCC Equity
(Depository Clearing Company)
----------------- -------------------------------------------------- --------------------------------------------------------
----------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------- -------------------------------------------------- --------------------------------------------------------
Singapore CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Singapore SGS Government Debt
(Monetary Authority of Singapore / Singapore
Government Securities Book-Entry System)
----------------- -------------------------------------------------- --------------------------------------------------------
Slovak Republic SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR Bratislava,
a.s.)
----------------- -------------------------------------------------- --------------------------------------------------------
Slovak Republic NBS Government Debt
(National Bank of Slovakia)
----------------- -------------------------------------------------- --------------------------------------------------------
Slovenia KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
----------------- -------------------------------------------------- --------------------------------------------------------
South Africa CDL Corporate Debt, Government Debt
(Central Depository (Pty) Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
South Africa STRATE Equity
(Share Transactions Totally Electronic)
----------------- -------------------------------------------------- --------------------------------------------------------
South Korea KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
----------------- -------------------------------------------------- --------------------------------------------------------
Spain SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion de Valores,
S.A.)
----------------- -------------------------------------------------- --------------------------------------------------------
Spain CBEO Government Debt
(Banco de Espana / Central Book Entry Office)
----------------- -------------------------------------------------- --------------------------------------------------------
Sri Lanka CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Sweden VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
----------------- -------------------------------------------------- --------------------------------------------------------
Switzerland SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
----------------- -------------------------------------------------- --------------------------------------------------------
Taiwan TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
----------------- -------------------------------------------------- --------------------------------------------------------
----------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------- -------------------------------------------------- --------------------------------------------------------
Thailand TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Tunisia STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle pour
la Compensation et le Depot des Valeurs
Mobilieres)
----------------- -------------------------------------------------- --------------------------------------------------------
Turkey TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
----------------- -------------------------------------------------- --------------------------------------------------------
United Kingdom CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
United Kingdom CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
----------------- -------------------------------------------------- --------------------------------------------------------
United States DTC Equity, Corporate Debt
(Depository Trust Company)
----------------- -------------------------------------------------- --------------------------------------------------------
United States PTC Mortgage Back Debt
(Participants Trust Company)
----------------- -------------------------------------------------- --------------------------------------------------------
United States FED Government Debt
(The Federal Reserve Book-Entry System)
----------------- -------------------------------------------------- --------------------------------------------------------
Uruguay BCU Corporate Debt, Government Debt
(Banco Central del Uruguay)
----------------- -------------------------------------------------- --------------------------------------------------------
Venezuela BCV Government Debt
(Banco Central de Venezuela)
----------------- -------------------------------------------------- --------------------------------------------------------
Zambia CSD Equity, Government Debt
(XxXX Central Shares Depository Limited)
----------------- -------------------------------------------------- --------------------------------------------------------
Zambia BoZ Government Debt
(Bank of Zambia)
----------------- -------------------------------------------------- --------------------------------------------------------
Appendix 1
Information Regarding Country Risk
----------------------------------
1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Financial Assets and cash
into a country the following information (check items applicable):
A Opinions of local counsel concerning:
___ i. Whether applicable foreign law would restrict the access
afforded Customer's independent public accountants to books
and records kept by an eligible foreign custodian located in
that country.
___ ii. Whether applicable foreign law would restrict the
Customer's ability to recover its Financial Assets and cash in
the event of the bankruptcy of an Eligible Foreign Custodian
located in that country.
___ iii. Whether applicable foreign law would restrict the Customer's
ability to recover Financial Assets that are lost while under
the control of an Eligible Foreign Custodian located in the
country.
B. Written information concerning:
___ i. The foreseeability of expropriation, nationalization,
freezes, or confiscation of Customer's Financial Assets.
___ ii. Whether difficulties in converting Customer's cash and
cash equivalents to U.S. dollars are reasonably foreseeable.]
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement and
registration, (v) taxation, and (vi) depositories (including depository
evaluation), if any.
2. To aid Customer in monitoring Country Risk, Bank shall furnish board
the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
Corporate Actions and Proxies through The Depository Trust Company ("DTC")
--------------------------------------------------------------------------
With respect to Financial Assets held at DTC, the following provisions shall
apply rather than the pertinent provisions of Sections 2.10-2.11 of the
Agreement:
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 Financial Assets 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 Financial Assets 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 Financial Assets, in each case, of which Bank has
received notice from the issuer of the Financial Assets, or as to which
notice is published in publications routinely utilized by Bank for this
purpose.
RIDER TO GLOBAL CUSTODY AGREEMENT
CASH TRADE EXECUTION PRODUCT
(UNITED STATES)
This Rider to [Global] Custody Agreement (this "Rider") supplements the
[Global] Custody Agreement (the "Agreement"), dated ___________, between
________________ ("Customer") and The Chase Manhattan Bank, New York ("Bank").
Capitalized terms in this Rider that are not defined herein have the meaning set
forth in the Agreement.
Subject to the terms and conditions of this Rider, Bank shall place
cash held in Customer's Account(s) as of the applicable cut-off time listed on
Schedule A to this Rider ("Schedule A"), which Customer has not notified Bank as
being needed to settle pending trades or to effect Customer's cash instructions,
into short-term investments (including undivided interests in such investments
held in common with other customers of Bank) of the type set forth on Schedule A
("Cash Instruments"). Customer shall remain fully responsible for overdrafts of
the Deposit Account or the Custody Account resulting from the placement of cash
in a Cash Instrument.
The placement of cash into Cash Instruments shall be limited to cash
held in the currencies, and shall be subject to the minimum balance
requirements, set forth in Schedule A. Bank may enter into Cash Instrument
transactions on Customer's behalf with any of the counterparties listed on
Schedule B to this Rider ("Schedule B"). Bank may amend Schedules A or B upon
notice to Customer, provided that Customer (i) must consent to the addition of
any type of instrument to those eligible as Cash Instruments and (ii) may notify
Bank from time to time in writing not to use any specified counterparty.
Customer's interest in any Cash Instrument shall be an asset of the
Accounts and shall be subject to the terms and conditions imposed by the
applicable counterparty, local law, or local governmental authorities. Bank
shall not perform tax reclaim services with respect to Cash Instruments
purchased under this Rider. Cash Instruments are not liabilities of or
guaranteed by Bank. Bank shall not be responsible for any losses incurred by
Customer in the event of the insolvency or failure of any counterparty with
respect to a Cash Instrument.
Bank shall be entitled to an administration fee for placing Customer's
cash in Cash Instruments, which shall be paid out of interest paid on Customer's
undivided interest in the various Cash Instruments. Any interest earnings on
Cash Instruments reflected on statements or confirmations shall be net of Bank's
administrative fee. Upon request, Bank shall disclose the fees charged with
respect to Cash Instruments without charge to Customer.
This Rider can be terminated by Bank or Customer upon written notice in
the same manner as set forth in the Agreement. In the event of a conflict of the
terms hereof and the terms of the Agreement, the terms hereof shall govern.
THE CHASE MANHATTAN BANK CUSTOMER
By:__________________________
Title:
By:_________________________
Title:
Schedule A (United States Contract) (1)
Currencies and Instruments Used for Cash Trade Execution
---------------------------- ---------------------------------- -----------------------------------------------
Currency Minimum Balance EST Cash Sweep Time
(Subject to change on notice by the Bank)
---------------------------- ---------------------------------- -----------------------------------------------
Australian Dollar* NONE 14:00 V-1
---------------------------- ---------------------------------- -----------------------------------------------
Canadian Dollar* NONE 10:30 V
---------------------------- ---------------------------------- -----------------------------------------------
Danish Krone NONE 03:00 V
---------------------------- ---------------------------------- -----------------------------------------------
Euro* NONE 10:30 V
---------------------------- ---------------------------------- -----------------------------------------------
Greek Drachma NONE 01:30 V
---------------------------- ---------------------------------- -----------------------------------------------
Hong Kong Dollar* NONE 14:00 V-1
---------------------------- ---------------------------------- -----------------------------------------------
Hungary Florint NONE
---------------------------- ---------------------------------- -----------------------------------------------
Japanese Yen* NONE 14:00 V-1
---------------------------- ---------------------------------- -----------------------------------------------
Malaysian Ringgit NONE 08:30 V-1
---------------------------- ---------------------------------- -----------------------------------------------
Mexican Peso NONE 08:30 V
---------------------------- ---------------------------------- -----------------------------------------------
New Zealand Dollar* NONE 09:30 V-1
---------------------------- ---------------------------------- -----------------------------------------------
Norwegian Krone NONE 03:00 V
---------------------------- ---------------------------------- -----------------------------------------------
Pound Sterling* NONE 10:30 V
---------------------------- ---------------------------------- -----------------------------------------------
Singapore Dollar NONE 14:00 V-1
---------------------------- ---------------------------------- -----------------------------------------------
South African Rand NONE 01:30 V
---------------------------- ---------------------------------- -----------------------------------------------
Swedish Krona NONE 03:00 V
---------------------------- ---------------------------------- -----------------------------------------------
Swiss Franc* NONE 05:00 V
---------------------------- ---------------------------------- -----------------------------------------------
Turkish Lira NONE 01:30 V
---------------------------- ---------------------------------- -----------------------------------------------
US Dollar* NONE 14:00 V
---------------------------- ---------------------------------- -----------------------------------------------
*Standard IB Currency
Cash Instruments:
------------------------------ --------------------------------
Cash Instrument Maximum Maturity
------------------------------ --------------------------------
Demand Deposit Overnight
------------------------------ --------------------------------
Time Deposit (including CDs) 3 months
------------------------------ --------------------------------
Repurchase Agreement (2) Overnight
------------------------------ --------------------------------
i
Schedule A (United States Contract) (1) (continued)
Currencies and Instruments Used for Cash Trade Execution
Effective Date: ___________________________________
Initials (Required only for revisions adding types of eligible Cash Instruments)
The Company (3): ___________________________________
The Bank: ___________________________________
(1) Subject to change on notice by the Bank, except that the Customer must
consent to the addition of any eligible Cash Instrument.
(2) Repurchase agreements will be secured by collateral that is deemed
acceptable to the Bank*. The value of the instruments collateralizing the
repurchase agreement shall be at least equal to the resale price multiplied by
at least 102%, measured at the time into which the repurchase agreement is
entered.
(3) Company's initials required only for initial version of this Schedule and
additions of eligible Cash Instruments.
* Bills, bonds or notes issued by the United States Treasury, or other
securities guaranteed as to principal and interest by the Government of the
United States, its agencies, instrumentalities or establishments;
mortgage-backed securities sponsored by agencies of the Government of the Unites
States; corporate obligations of domestic and foreign issuers with a minimum
rating of AA by Standard & Poor's Corporation (OS&PO) or Aa by Xxxxx'x Investor
Services, Inc. (OMoody'sO); asset-backed securities with a minimum rating of AAA
by S&P or Aaa by Moody's; or money market instruments (including, but not
limited to, certificates of deposit, bank notes, deposit notes, bankers'
acceptances and commercial paper issued by domestic issuers with a minimum
rating of A-1 by S&P and P-1 by Moody's), and sovereign bonds of EMU countries
representing the full faith and credit of the issuing country, including bonds
issued by the IBRD and EBRD.
ii
Schedule B (United States Contract) (4)
Counterparty List
------------------------------------------------------------ ---------------------------------------------------------
Agent Banks Other Issuers
------------------------------------------------------------ ---------------------------------------------------------
ABN AMRO Bank N.V. Abbey National plc
Allied Irish Banks, p.l.c. Abbey National Treasury Services Plc.
Banco Comercial Portugues, S.A. Australia and New Zealand Banking Group Limited
Banco Espirito Santo e Comercial de Lisboa SA Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander Central Hispano, S.A. Bank of America, National Association
Bank Austria AG Bank of Montreal
Bank of Bermuda Ltd. Bank of New York
Bank of Ireland Bank of Scotland
Bank of Tokyo Mitsubishi Ltd. Banque et Caisse D'Epargne de L'Etat (BCEE)
Bank One N.A. Banque Nationale de Paris
Banque Bruxelles Xxxxxxx X.X. Bayerische Hypo-und Vereinsbank AG
Banque Generale du Luxembourg S.A. Bayerische Landesbank GZ
Barclays Bank PLC Caisse des Depots et Consignations
Canadian Imperial Bank of Commerce (CIBC) Comerica Bank (MI)
Chase Manhattan Bank Commerzbank XX
Xxxxx Manhattan Bank CMB S.A. Commonwealth Bank of Australia Ltd.
Chase Manhattan Bank Malaysia Berhad Credit Communal de Belgique SA
Citibank, N.A. Credit Commercial de France
Citibank Budapest Rt. First Union National Bank
Citibank Mexico, S.A. Fleet National Bank
Credit Agricole Indosuez Halifax plc
Credit Suisse HSBC Bank PLC
Den Danske Bank Aktieselskab KBC Bank N.V.
Den norske Bank ASA Keybank, National Association
Deutsche Bank AG Landesbank Baden-Wuerttemberg
Dresdner Bank XX XxXxxxx National Bank
Fortis Banque S.A. Lloyds TSB Bank Plc.
Hong Kong & Shanghai Banking Corporation Limited National Australia Bank Limited
HSBC Bank Malaysia Berhad National City Bank
ING Bank N.V. National Westminster Bank PLC
Xxxxxx Bank plc Nationwide Building Society
National Nominees Ltd. (parent: National Australia Bank) Norddeutsche Landesbank Girozentrale
Paribas Norwest Bank Minnesota National Association
Royal Bank of Canada PNC Bank National Association
Skandinaviska Enskilda Xxxxxx XX Rabobank Nederland N.V.
Societe Generale Royal Bank of Scotland plc
Standard Chartered Bank plc Sanwa Bank Ltd.
Svenska Handelsbanken AB Societe Generale Australia Limited
The Standard Bank of South Africa Limited SunTrust Bank, Atlanta
UBS AG Toronto-Dominion Bank Ltd.
Westpac Banking Corporation Unibank A/S
Unicredito Italiano S.P.A.
Wachovia Bank National Association
Westdeutsche Landesbank Girozentrale
------------------------------------------------------------ ---------------------------------------------------------
(4) Subject to change on notice by the Bank, except that the Customer may
direct the Bank in writing not to enter into Cash Instrument transactions
with specified counterparties.
iii
Schedule B (United States Contract) (4)
Counterparty List (continued)
------------------------------------------------------------
Reverse Repurchase Agreement Counterparties (5)
ABN AMRO Bank N.V.
ABN AMRO Inc.
Bear Xxxxxxx and Company Inc.
Chase Manhattan Bank
Credit Suisse First Boston
Deutsche Bank AG
Deutsche Bank Securities
Donaldson, Lufkin, & Xxxxxxxx, Inc.
Xxxxxxx Xxxxx Asia Limited
Xxxxxxx Sachs & Co.
Xxxxxxx Xxxxx International Limited
Xxxxxx Brothers Inc.
Xxxxxx Brothers Holdings International
Xxxxxxx Xxxxx (Asia Pacific) Limited
Xxxxxxx Xxxxx Government Securities Inc.
Xxxxxxx Xxxxx International Limited
Xxxxxxx Xxxxx Xxxxxx, Xxxxxx, and Xxxxx
Xxxxxx Xxxxxxx Asia Limited
Xxxxxx Xxxxxxx & Co. Inc.
Xxxxxx Xxxxxxx International Limited
Xxxxx Xxxxxx Group Inc.
Xxxxx Xxxxxx International (UK) Ltd.
Xxxxx Xxxxxx Intl. (Asia) Limited
Xxxxxxx Xxxxx Xxxxxx Xxxx Kong Limited
Xxxxxxx Xxxxx Barney Inc.
Xxxxxxx Xxxxx Xxxxxx Intl. Ltd. (London)
------------------------------------------------------------
(4) Subject to change on notice by the Bank, except that the Customer may
direct the Bank in writing not to enter into Cash Instrument transactions
with specified counterparties.
(5) Securities purchased under reverse repurchase agreements may be held with
other custodial banks under tri-party arrangements.
iv
Schedule C (United States Contract)
Investment Guidelines
Objective:
The Customer's Account will be managed to maximize current income to the extent
consistent with the preservation of capital and maintenance of liquidity by
investing in Cash Instruments as set forth in Schedule A with any of the
counterparties listed in Schedule B.
v
FEE SCHEDULE
The Columbia Funds
This letter describes The Chase Manhattan Bank's compensation under the fee
schedule with an effective dates as of November, 1997.
---------------------------- ----------------------------------- ---------------
COUNTRY CUSTODY FEE TRANSACTION CHARGE
---------------------------- ----------------------- ---------------------------
Argentina 30.0 $125
---------------------------- ----------------------- ---------------------------
Australia 6.0 $60
---------------------------- ----------------------- ---------------------------
Austria 6.0 $60
---------------------------- ----------------------- ---------------------------
Bangladesh 50.0 $200
---------------------------- ----------------------- ---------------------------
Belgium 6.0 $60
---------------------------- ----------------------- ---------------------------
Bermuda 20.0 $80
---------------------------- ----------------------- ---------------------------
Bostwana 60.0 $200
---------------------------- ----------------------- ---------------------------
Brazil 30.0 $30
---------------------------- ----------------------- ---------------------------
Canada 4.0 $40
---------------------------- ----------------------- ---------------------------
Chile 50.0 $150
---------------------------- ----------------------- ---------------------------
China 25.0 $150
---------------------------- ----------------------- ---------------------------
Colombia 50.0 $150
---------------------------- ----------------------- ---------------------------
Croatia 50.0 $150
---------------------------- ----------------------- ---------------------------
Cote d'lvoire 60.0 $200
---------------------------- ----------------------- ---------------------------
Cyprus 50.0 $150
---------------------------- ----------------------- ---------------------------
Czech Republic 50.0 $150
---------------------------- ----------------------- ---------------------------
Denmark 6.0 $60
---------------------------- ----------------------- ---------------------------
ECU 6.0 $60
---------------------------- ----------------------- ---------------------------
Egypt 60.0 $200
---------------------------- ----------------------- ---------------------------
Estonia 50.0 $150
---------------------------- ----------------------- ---------------------------
Eurobonds/Euroclear 3.0 $30
---------------------------- ----------------------- ---------------------------
Finland 8.0 $60
---------------------------- ----------------------- ---------------------------
France 8.0 $60
---------------------------- ----------------------- ---------------------------
Germany 5.0 $50
---------------------------- ----------------------- ---------------------------
Ghana 60.0 $200
---------------------------- ----------------------- ---------------------------
Greece 50.0 $150
---------------------------- ----------------------- ---------------------------
Hong Kong 10.0 $70
---------------------------- ----------------------- ---------------------------
Hungary 50.0 $200
---------------------------- ----------------------- ---------------------------
India 60.0 $250
---------------------------- ----------------------- ---------------------------
Indonesia 15.0 $80
---------------------------- ----------------------- ---------------------------
Ireland 6.0 $60
---------------------------- ----------------------- ---------------------------
Israel 30.0 $100
---------------------------- ----------------------- ---------------------------
Italy 8.0 $60
---------------------------- ----------------------- ---------------------------
vi
FEE SCHEDULE (Continued)
Columbia Funds
---------------------------- ----------------------- ---------------------------
Jamaica 15.0 $80
---------------------------- ----------------------- ---------------------------
Japan 4.00 $35
---------------------------- ----------------------- ---------------------------
Jordan 50.0 $200
---------------------------- ----------------------- ---------------------------
Kenya 60.0 $200
---------------------------- ----------------------- ---------------------------
Luxembourg 6.0 $60
---------------------------- ----------------------- ---------------------------
Malaysia 10.0 $80
---------------------------- ----------------------- ---------------------------
Mauritius 60.0 $200
---------------------------- ----------------------- ---------------------------
Mexico 12.0 $80
---------------------------- ----------------------- ---------------------------
Morocco 60.0 $200
---------------------------- ----------------------- ---------------------------
Namibia 60.0 $200
---------------------------- ----------------------- ---------------------------
Netherlands 6.0 $60
---------------------------- ----------------------- ---------------------------
New Zealand 6.0 $60
---------------------------- ----------------------- ---------------------------
Norway 6.0 $60
---------------------------- ----------------------- ---------------------------
Pakistan 30.0 $150
---------------------------- ----------------------- ---------------------------
Papua New Guinea 12.0 $100
---------------------------- ----------------------- ---------------------------
Peru 50.0 $150
---------------------------- ----------------------- ---------------------------
Philippines 15.0 $80
---------------------------- ----------------------- ---------------------------
Poland 50.0 $150
---------------------------- ----------------------- ---------------------------
Portugal 10.0 $90
---------------------------- ----------------------- ---------------------------
Russia 100.0 $250
---------------------------- ----------------------- ---------------------------
Singapore 12.0 $80
---------------------------- ----------------------- ---------------------------
Slovak Republic 50.0 $150
---------------------------- ----------------------- ---------------------------
Slovenia 50.0 $150
---------------------------- ----------------------- ---------------------------
South Africa 12.0 $80
---------------------------- ----------------------- ---------------------------
South Korea 30.0 $100
---------------------------- ----------------------- ---------------------------
Spain 6.0 $60
---------------------------- ----------------------- ---------------------------
Sri Lanka 25.0 $100
---------------------------- ----------------------- ---------------------------
Swaziland 60.0 $200
---------------------------- ----------------------- ---------------------------
Sweden 6.0 $60
---------------------------- ----------------------- ---------------------------
Switzerland 6.0 $60
---------------------------- ----------------------- ---------------------------
Taiwan 20.0 $100
---------------------------- ----------------------- ---------------------------
Thailand 15.0 $100
---------------------------- ----------------------- ---------------------------
Tunisia 60.0 $200
---------------------------- ----------------------- ---------------------------
Turkey 20.0 $100
---------------------------- ----------------------- ---------------------------
UK Equity 5.00 $40
---------------------------- ----------------------- ---------------------------
UK CGO 5.00 $40
---------------------------- ----------------------- ---------------------------
UK CMO 5.00 $40
---------------------------- ----------------------- ---------------------------
United States 2.00 $20
---------------------------- ----------------------- ---------------------------
Uruguay 60.0 $150
---------------------------- ----------------------- ---------------------------
vii
FEE SCHEDULE (Continued)
Columbia Funds
---------------------------- ----------------------- ---------------------------
Venezuela 50.0 $150
---------------------------- ----------------------- ---------------------------
Zambia 60.0 $200
---------------------------- ----------------------- ---------------------------
Zimbabwe 60.0 $20
---------------------------- ----------------------- ---------------------------
Other (US Hearsay) 0.0 $0
---------------------------- ----------------------- ---------------------------
Signed on Behalf of The Chase Manhattan Bank
By: _______________________________
Signature: _________________________ Date: ______________
Signed on Behalf of CMC Fund Trust
By: _______________________________
Signature: _________________________ Date: _______________
viii
