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EXHIBIT 99.B8(a)
CUSTODY AGREEMENT
AGREEMENT, made the 1st day of March, 1995 by and between Xxxxxx
Global Income Fund, a Massachusetts business trust having its
principal place of business at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Fund") and Investors Fiduciary Trust Company, a
trust company organized and existing under the laws of Missouri,
having its principal place of business at Kansas City, Missouri
("Custodian").
WHEREAS, Fund wants to appoint Investors Fiduciary Trust Company
as Custodian to have custody of a portion of Fund's portfolio
securities and monies pursuant to this Agreement; and, for purposes
related to its foreign investments held outside the United States,
Fund wants another custodian to have custody of the remainder of
Fund's portfolio securities and monies pursuant to a separate
agreement; and
WHEREAS, Investors Fiduciary Trust Company wants to accept
such appointment;
NOW, THEREFORE, for and in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound,
mutually covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN.
Fund hereby constitutes and appoints Investors Fiduciary Trust
Company as Custodian of Fund which is to include:
A. Custody of the securities and monies at any time
owned by Fund and received by Custodian; and
B. Performing certain accounting and record keeping
functions relating to its function as Custodian for Fund and
each of its Portfolios.
2. DELIVERY OF CORPORATE DOCUMENTS.
Fund has delivered or will deliver to Custodian prior to the
effective date of this Agreement, copies of the following
documents and all amendments or supplements thereto, properly
certified or authenticated:
A. Resolutions of the Board of Trustees of Fund
appointing Investors Fiduciary Trust Company as Custodian
hereunder and approving the form of this Agreement; and
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B. Resolutions of the Board of Trustees of Fund authorizing
certain persons to give instructions on behalf of Fund to
Custodian and authorizing Custodian to rely upon written
instructions over their signatures.
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
A. Delivery of Assets
All Fund's securities and monies, except as permitted by
the Investment Company Act of 1940 ("1940 Act"), will be
delivered either to Custodian or to The Chase Manhattan Bank,
N.A., pursuant to a separate custody agreement. Fund will
deliver or cause to be delivered to Custodian on the effective
date of this Agreement, or as soon thereafter as practicable,
and from time to time thereafter, portfolio securities acquired
by it and monies then owned by it except as permitted by the
1940 Act or from time to time coming into its possession during
the time this Agreement shall continue in effect. Custodian
shall have no responsibility or liability whatsoever for or on
account of securities or monies not so delivered. All securities
so delivered to Custodian (other than bearer securities) shall
be registered in the name of Fund or its nominee, or of a
nominee of Custodian, or shall be properly endorsed and in form
for transfer satisfactory to Custodian.
B. Safekeeping
Custodian will receive delivery of and keep safely the
assets of Fund delivered to it from time to time. Custodian will
not deliver any such assets to any person except as permitted by
the provisions of this Agreement or any agreement executed by it
according to the terms of this Agreement. Custodian shall be
responsible only for the monies and securities of Fund held
directly by it or its nominees or sub-custodian under this
Agreement; provided that Custodian's responsibility for any
sub-custodian appointed at the Fund's direction for purposes of
(i) effecting third-party repurchase transactions with banks,
brokers, dealers, or other entities through the use of a common
custodian or sub-custodian; or (ii) providing depository and
clearing agency services with respect to certain variable rate
demand note securities ("special sub-custodian") shall be
further limited as set forth in this Agreement. Custodian may
participate directly or indirectly through a sub-custodian in
the Depository Trust Company, the Treasury/Federal Reserve Book
Entry System, the Participants Trust Company and any other
securities depository approved by the Board of Trustees of the
Fund, subject to compliance with the provisions of Rule 17f-4
under the 1940 Act including, without limitation, the
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specific provisions of subsections (a) (1) through (d) (4)
thereof.
C. Registration of Securities
Custodian will hold stocks and other registerable portfolio
securities of Fund registered in the name of Fund or in the name
of any nominee of Custodian for whose fidelity and liabilities
Custodian shall be fully responsible, or in street certificate
form, so-called, with or without any indication of fiduciary
capacity. Unless otherwise instructed, Custodian will register
all such portfolio securities in the name of its authorized
nominee.
D. Exchange of Securities
Upon receipt of instructions, Custodian will exchange, or
cause to be exchanged, portfolio securities held by it for the
account of Fund for other securities or cash issued or paid in
connection with any reorganization, recapitalization, merger,
consolidation, split-up of shares, change of par value,
conversion or otherwise, and will deposit any such securities in
accordance with the terms of any reorganization or protective
plan. Without instructions, Custodian is authorized to exchange
securities held by it in temporary form for securities in
definitive form, to effect an exchange of shares when the par
value of the stock is changed, and, upon receiving payment
therefore, to surrender bonds or other securities held by it at
maturity or when advised of earlier call for redemption, except
that Custodian shall receive instructions prior to surrendering
any convertible security.
E. Purchases or Sales of Investments of Fund
Fund shall, on each business day on which a purchase or
sale of a portfolio security shall be made by it, deliver to
Custodian instructions which shall specify with respect to each
such transaction:
(1) The name of the issuer and description of the security;
(2) The number of shares or the principal amount purchased
or sold, and accrued interest, if any;
(3) The trade date;
(4) The settlement date;
(5) The date when the securities sold were purchased by Fund or
other information identifying the securities sold and to be
delivered;
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(6) The price per unit and the brokerage commission, taxes
and other expenses in connection with the transaction;
(7) The total amount payable or receivable upon such
transaction; and
(8) The name of the person from whom or the broker or dealer
through whom the transaction was made.
In accordance with such purchase instructions, Custodian shall
pay for out of monies held for the account of Fund, but only
insofar as monies are available therein for such purpose, and
receive the portfolio securities so purchased by or for the
account of Fund. Such payment shall be made only upon receipt by
Custodian of the securities so purchased in form for transfer
satisfactory to Custodian.
In accordance with such sales instructions, Custodian will
deliver or cause to be delivered the securities thus designated
as sold for the account of Fund to the broker or other person
specified in the instructions relating to such sale, such
delivery to be made only upon receipt of payment therefor in
such form as shall be satisfactory to Custodian, with the
understanding that Custodian may deliver or cause to be
delivered securities for payment in accordance with the customs
prevailing among dealers in securities.
F. Purchases or Sales of Options and Futures
Transactions
Fund will, on each business day on which a purchase or sale
of the following options and/or futures shall be made by it,
deliver to Custodian instructions which shall specify with
respect to each such purchase or sale:
(1) Securities Options
(a) The underlying security;
(b) The price at which purchased or sold;
(c) The expiration date;
(d) The number of contracts;
(e) The exercise price;
(f) Whether opening, exercising, expiring or closing
the transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased;
(i) Market on which option traded; and
(j) Name and address of the broker or dealer through
whom the sale or purchase was made.
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(2) Options on Indices
(a) The index;
(b) The price at which purchased or sold;
(c) The exercise price;
(d) The premium;
(e) The multiple;
(f) The expiration date;
(g) Whether the transaction is an opening, exercising,
expiring or closing transaction;
(h) Whether the transaction involves a put or call;
(i) Whether the option is written or purchased; and
(j) Name and address of the broker or dealer through
whom the sale or purchase was made.
(3) Securities Index Futures Transactions
(a) The last trading date specified in the contract
and, when available, the closing level, thereof;
(b) The index level on the date the contract is
entered into;
(c) The multiple;
(d) Any margin requirements;
(e) The need for a segregated margin account (in
addition to instructions; and, if not already in
the possession of Custodian, Fund shall deliver a
substantially complete and executed custodial
safekeeping account and procedural agreement which
shall be incorporated into this Custody
Agreement); and
(f) The name and address of the futures commission
merchant through whom the sale or purchase was made.
(4) Options on Index Futures Contracts
(a) The underlying index futures contract;
(b) The premium;
(c) The expiration date;
(d) The number of options;
(e) The exercise price;
(f) Whether the transaction involves an opening,
exercising, expiring or closing transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased; and
(i) The market on which the option is traded.
G. Securities Pledged to Secure Loans
(1) Upon receipt of instructions, Custodian will release or
cause to be released securities held in custody to the pledgee
designated in such instructions by way of
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pledge or hypothecation to cure any loan incurred by Fund;
provided, however, that the securities shall be released only
upon payment to Custodian of the monies borrowed, except that in
cases where additional collateral is required to secure a
borrowing already made, further securities may be released or
caused to be released for that purpose upon receipt of
instructions. Upon receipt of instructions, Custodian will pay,
but only from funds available for such purpose, any such loan
upon redelivery to it of the securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing such
loan.
(2) Upon receipt of instructions, Custodian will release
securities held in custody to the borrower designated in such
instructions; provided, however, that the securities shall be
released only upon deposit with Custodian of full cash
collateral as specified in such instructions, and that Fund will
retain the right to any dividends, interest or distribution on
such loaned securities. Upon receipt of instructions and the
loaned securities, Custodian will release the cash collateral to
the borrower.
H. Routine Matters
Custodian will, in general, attend to all routine and
mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with
securities or other property of Fund except as may be otherwise
provided in this Agreement or directed from time to time by the
Board of Trustees of Fund.
I. Demand Deposit Account
Custodian will open and maintain a demand deposit account
or accounts in the name of Custodian, subject only to draft or
order by Custodian upon receipt of instructions. All monies
received by Custodian from or for the account of Fund shall be
deposited in said account or accounts.
When properly authorized by a resolution of the Board of
Trustees of Fund, Custodian may open and maintain an additional
demand deposit account or accounts in such other banks or trust
companies as may be designated in such resolution, such
accounts, however, to be in the name of Custodian and subject
only to its draft or order.
J. Income and Other Payments to Fund
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Custodian will:
(1) collect, claim and receive and deposit for the account
of Fund all income and other payments which become due and
payable on or after the effective date of this Agreement with
respect to the securities deposited under this Agreement, and
credit the account of Fund with such income on the payable date;
(2) execute ownership and other certificates and affidavits
for all federal, state and local tax purposes in connection with
the collection of bond and note coupons; and
(3) take such other action as may be necessary or
proper in connection with:
(a) the collection, receipt and deposit of such income and
other payments, including but not limited to the
presentation for payment of:
(1) all coupons and other income items requiring
presentation;
(2) all other securities which may mature or be called,
redeemed, retired or otherwise become payable and
regarding which the Custodian has actual knowledge, or
notice of which is contained in publications of the
type to which it normally subscribes for such purpose;
and
(b) the endorsement for collection, in the name of
Fund, of all checks, drafts or other negotiable
instruments.
Custodian, however, shall not be required to institute suit
or take other extraordinary action to enforce collection except
upon receipt of instructions and upon being indemnified to its
satisfaction against the costs and expenses of such suit or
other actions. Custodian will receive, claim and collect all
stock dividends, rights and other similar items and deal with
the same pursuant to instructions. Unless prior instructions
have been received to the contrary, Custodian will, without
further instructions, sell any rights held for the account of
Fund on the last trade date prior to the date of expiration of
such rights.
K. Payment of Dividends and Other Distributions
On the declaration of any dividend or other distribution on
the shares of beneficial interest of any Portfolio ("Portfolio
Shares") by the Board of Trustees of
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Fund, Fund shall deliver to Custodian instructions with respect
thereto, including a copy of the Resolution of said Board of
Trustees certified by the Secretary or an Assistant Secretary of
Fund wherein there shall be set forth the record date as of
which shareholders are entitled to receive such dividend or
distribution, and the amount payable per share on such dividend
or distribution.
On the date specified in such Resolution for the payment of
such dividend or other distribution, Custodian shall pay out of
the monies held for the account of Fund, insofar as the same
shall be available for such purposes, and credit to the account
of the Dividend Disbursing Agent for Fund, such amount as may be
necessary to pay the amount per share payable in cash on
Portfolio Shares issued and outstanding on the record date
established by such Resolution.
L. Portfolio Shares Purchased by Fund
Whenever any Portfolio Shares are purchased by Fund, Fund
or its agent shall advise Custodian of the aggregate dollar
amount to be paid for such shares and shall confirm such advice
in writing. Upon receipt of such advice, Custodian shall charge
such aggregate dollar amount to the custody account of Fund and
either deposit the same in the account maintained for the
purpose of paying for the purchase of Portfolio Shares or
deliver the same in accordance with such advice.
M. Portfolio Shares Purchased from Fund
Whenever Portfolio Shares are purchased from Fund, Fund
will deposit or cause to be deposited with Custodian the amount
received for such shares. Custodian shall not have any duty or
responsibility to determine that Fund Shares purchased from Fund
have been added to the proper shareholder account or accounts or
that the proper number of such shares have been added to the
shareholder records.
N. Proxies and Notices
Custodian will promptly deliver or mail to Fund all proxies
properly signed, all notices of meetings, all proxy statements
and other notices, requests or announcements affecting or
relating to securities held by Custodian for Fund and will, upon
receipt of instructions, execute and deliver or cause its
nominee to execute and deliver such proxies or other
authorizations as may be required. Except as provided by this
Agreement or pursuant to instructions hereafter received by
Custodian, neither it nor its nominee shall exercise any power
inherent in any such securities,
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including any power to vote the same, or execute any proxy,
power of attorney, or other similar instrument voting any of
such securities, or give any consent, approval or waiver with
respect thereto, or take any other similar action.
O. Disbursements
Custodian will pay or cause to be paid insofar as funds are
available for the purpose, bills, statements and other
obligations of Fund (including but not limited to obligations in
connection with the conversion, exchange or surrender of
securities owned by Fund, interest charges, variation margin,
dividend disbursements, taxes, management fees,
administration-distribution fees, custodian fees, legal fees,
auditors' fees, transfer agents' fees, brokerage commissions,
compensation to personnel, and other operating expenses of Fund)
pursuant to instructions of Fund setting forth the name of the
person to whom payment is to be made, the amount of the payment,
and the purpose of the payment.
P. Books, Records and Accounts
Custodian acknowledges that all the records it shall
prepare and maintain pursuant to this Agreement shall be the
property of Fund and that upon request of Fund it shall make
Fund's records available to it, along with such other
information and data as are reasonably requested by Fund, for
inspection, audit or copying, or turn said records over to Fund.
Custodian shall, within a reasonable time, render to Fund
as of the close of business on each day, a detailed statement of
the amounts received or paid and of securities received or
delivered for the account of Fund during said day. Custodian
shall, from time to time, upon request by Fund, render a
detailed statement of the securities and monies held for Fund
under this Agreement, and Custodian shall maintain such books
and records as are necessary to enable it do so and shall permit
such persons as are authorized by Fund, including Fund's
independent public accountants, to examine such records or to
confirm the contents of such records; and, if demanded, shall
permit federal and state regulatory agencies to examine said
securities, books and records. Upon the written instructions of
Fund or as demanded by federal or state regulatory agencies,
Custodian shall instruct any sub-custodian to permit such
persons as are authorized by Fund to examine the books, records
and securities held by such sub-custodian which relate to Fund.
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Q. Appointment of Sub-Custodian
Notwithstanding any other provisions of this Agreement, all
or any of the monies or securities of Fund may be held in
Custodian's own custody or in the custody of one or more other
banks or trust companies acting as sub-custodians as may be
approved by resolutions of Fund's Board of Trustees, evidenced
by a copy thereof certified by the Secretary or Assistant
Secretary of Fund. Any sub-custodian must have the
qualifications required for custodians under the 1940 Act unless
exempted therefrom. Any sub-custodian may participate directly
or indirectly in the Depository Trust Company, the
Treasury/Reserve Book Entry System, the Participants Trust
Company and any other securities depository approved by the
Board of Trustees of the Fund to the same extent and subject to
the same conditions as provided hereunder. Neither Custodian nor
sub-custodian shall be entitled to reimbursement by Fund for any
fees or expenses of any sub-custodian; provided that Custodian
shall not be liable for, and Fund shall hold Custodian harmless
from, the expenses of any special sub-custodian. The appointment
of a sub-custodian shall not relieve Custodian of any of its
obligations hereunder; provided that Custodian shall be
responsible to Fund for any loss, damage, or expense suffered or
incurred by Fund resulting from the actions or omissions of a
special sub-custodian only to the extent the special
sub-custodian is liable to Custodian.
R. Multiple Portfolios
If Fund shall issue shares of more than one Portfolio
during the term hereof, Custodian agrees that all securities and
other assets of Fund shall be segregated by Portfolio and all
books and records, account values or actions shall be
maintained, held, made or taken, as the case may be, separately
for each Portfolio.
S. Other Custodian
Pursuant to instructions, Custodian will transmit
securities and moneys of Fund to The Chase Manhattan Bank, N.A.,
as custodian for Fund.
4. INSTRUCTIONS.
A. The term "instructions", as used herein, means written
or oral instructions to Custodian from an authorized person of
Fund. Certified copies of resolutions of the Board of Trustees
of Fund naming one or more persons authorized to give
instructions in the name and on behalf of Fund may be received
and accepted by Custodian as conclusive evidence of the
authority of any person so to act and may be
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considered to be in full force and effect (and Custodian shall
be fully protected in acting in reliance thereon) until receipt
by Custodian of notice to the contrary. Unless the resolution
authorizing any person to give instructions specifically
requires that the approval of anyone else shall first have been
obtained, Custodian shall be under no obligation to inquire into
the right of the person giving such instructions to do so.
Notwithstanding any of the foregoing provisions of this Section
4, no authorizations or instructions received by Custodian from
Fund shall be deemed to authorize or permit any trustee,
officer, employee, or agent of Fund to withdraw any of the
securities or monies of Fund upon the mere receipt of
instructions from such trustee, officer, employee or agent.
B. No later than the next business day immediately
following each oral instruction referred to herein, Fund shall
give Custodian written confirmation of each such oral
instruction. Either party may electronically record any oral
instruction whether given in person or via telephone.
5. LIMITATION OF LIABILITY OF CUSTODIAN
A. Custodian shall hold harmless and indemnify Fund from
and against any loss or liability arising out of Custodian's
failure to comply with the terms of this Agreement or arising
out of Custodian's negligence, willful misconduct, or bad faith.
Custodian may request and obtain the advice and opinion of
counsel for Fund or of its own counsel with respect to questions
or matters of law, and it shall be without liability to Fund for
any action taken or omitted by it in good faith, in conformity
with such advice or opinion.
B. If Fund requires Custodian in any capacity to take, with
respect to any securities, any action which involves the payment
of money by it, or which in Custodian's opinion might make it or
its nominee liable for payment of monies or in any other way,
Custodian shall be and be kept indemnified by Fund in an amount
and form satisfactory to Custodian against any liability on
account of such action.
C. Custodian shall be entitled to receive, and Fund agrees
to pay to Custodian, on demand, reimbursement for such cash
disbursements, costs and expenses as may be agreed upon from
time to time by Custodian and Fund.
D. Custodian shall be protected in acting as custodian
hereunder upon any instructions, advice, notice, request,
consent, certificate or other instrument or paper reasonably
appearing to it to be genuine and to have been properly executed
and shall, unless otherwise specifically
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provided herein, be entitled to receive as conclusive proof of
any fact or matter required to be ascertained from Fund
hereunder, a certificate signed by Fund's President, or other
officer specifically authorized for such purpose.
E. Without limiting the generality of the foregoing,
Custodian shall be under no duty or obligation to inquire
into, and shall not be liable for:
(1) The validity of the issue of any securities
purchased by or for Fund, the legality of the purchase
thereof or evidence of ownership required by Fund to be
received by Custodian, or the propriety of the decision to
purchase or amount paid therefor;
(2) The legality of the sales of any securities
by or for Fund, or the propriety of the amount paid
therefor;
(3) The legality of the issue or sale of any
shares of Fund, or the sufficiency of the amount to be
received therefor;
(4) The legality of the purchase of any shares of
Fund, or the propriety of the amount to be paid
therefor; or
(5) The legality of the declaration of any dividend by
Fund, or the legality of the issue of any shares of Fund in
payment of any share dividend.
F. Custodian shall not be liable for, or considered to be
the custodian of, any money represented by any check, draft,
wire transfer, clearing house funds, uncollected funds, or
instrument for the payment of money received by it on behalf of
Fund, until Custodian actually receives such money, provided
only that it shall advise Fund promptly if it fails to receive
any such money in the ordinary course of business, and use its
best efforts and cooperate with Fund toward the end that such
money shall be received.
G. Subject to the obligations of Custodian under Section
3.B. hereof, Custodian shall not be responsible for loss
occasioned by the acts, neglects, defaults or insolvency of any
broker, bank, trust company, or any other person with whom
Custodian may deal in the absence of negligence, misconduct or
bad faith on the part of Custodian.
H. Custodian or any sub-custodian shall provide Fund
for its approval by its Board of Trustees agreements with
banks or trust companies which will act as sub-custodian for
Fund pursuant to this Agreement; and, as set forth in
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Section 3.B hereof, Custodian shall be responsible for the
monies and securities of the Fund held by it or its nominees or
sub-custodians under this Agreement, but not for monies and
securities of the Fund held by any special sub-custodian except
to the extent the special sub-custodian is liable to Custodian.
6. COMPENSATION.
Fund shall pay to Custodian such compensation at such times as
may from time to time be agreed upon in writing by Custodian and
Fund. Custodian may charge such compensation against monies held by
it for the account of Fund. Custodian shall also be entitled,
notwithstanding the provisions of Sections 5B or 5C hereof, to charge
against any monies held by it for the account of Fund the amount of
any loss, damage, liability or expense for which it shall be entitled
to reimbursement under the provisions of this Agreement. Custodian
shall not be entitled to reimbursement by Fund for any loss or
expenses of any sub-custodian; provided that Custodian shall not be
liable for, and Fund shall hold Custodian harmless from, the expenses
of any special sub-custodian.
7. TERMINATION.
Either party to this Agreement may terminate the same by notice
in writing, delivered or mailed, postage prepaid, to the other party
hereto and received not less than sixty (60) days prior to the date
upon which such termination shall take effect. Upon termination of
this Agreement, Fund shall pay to Custodian such compensation for its
reimbursable disbursements, costs and expenses paid or incurred to
such date and Fund shall use its best efforts to obtain a successor
custodian. Unless the holders of a majority of the outstanding shares
of Fund vote to have the securities, funds and other properties held
under this Agreement delivered and paid over to some other person,
firm or corporation specified in the vote, having not less than Two
Million Dollars ($2,000,000) aggregate capital, surplus and undivided
profits, as shown by its last published report, and meeting such
other qualifications for custodian as set forth in the Bylaws of
Fund, the Board of Trustees of Fund shall, forthwith upon giving or
receiving notice of termination of this Agreement, appoint as
successor custodian a bank or trust company having such
qualifications. Custodian shall, upon termination of this Agreement,
deliver to the successor custodian so specified or appointed, at
custodian's office, all securities then held by Custodian hereunder,
duly endorsed and in form for transfer, and all funds and other
properties of Fund deposited with or held by Custodian hereunder, and
shall cooperate in effecting changes in book-entries at the
Depository Trust Company, the Treasury/Federal Reserve Book-Entry
System, the Participants Trust Company and any other securities
depository holding assets
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of the Fund. In the event no such vote has been adopted by the
shareholders of Fund and no written order designating a successor
custodian shall have been delivered to Custodian on or before the
date when such termination shall become effective, then Custodian
shall deliver the securities, funds and properties of Fund to a bank
or trust company at the selection of Custodian and meeting the
qualifications for custodian, if any, set forth in the Bylaws of Fund
and having not less than Two Million Dollars ($2,000,000) aggregate
capital, surplus and undivided profits, as shown by its last
published report. Upon either such delivery to a successor custodian,
Custodian shall have no further obligations or liabilities under this
Agreement. Thereafter such bank or trust company shall be the
successor custodian under this Agreement and shall be entitled to
reasonable compensation for its services. In the event that no such
successor custodian can be found, Fund will submit to its
shareholders, before permitting delivery of the cash and securities
owned by Fund to anyone other than a successor custodian, the
question of whether Fund shall be liquidated or shall function
without a custodian. Notwithstanding the foregoing requirement as to
delivery upon termination of this Agreement, Custodian may make any
other delivery of the securities, funds and property of Fund which
shall be permitted by the 1940 Act and Fund's Agreement and
Declaration of Trust and Bylaws then in effect. Except as otherwise
provided herein, neither this Agreement nor any portion thereof may
be assigned by Custodian without the consent of Fund, authorized or
approved by a resolution of its Board of Trustees.
8. NOTICES.
Notices, requests, instructions and other writings received by
Fund at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or at such
other address as Fund may have designated by certified resolution of
the Board of Trustees to Custodian and notices, requests,
instructions and other writings received by Custodian at its offices
at 00 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, or to such other
address as it may have designated to Fund in writing, shall be deemed
to have been properly given hereunder.
9. MISCELLANEOUS.
A. This Agreement is executed and delivered in the
State of Missouri and shall be governed by the laws of the
State of Missouri (except as to Section 9.H. hereof which
shall be governed in accordance with the laws of The
Commonwealth of Massachusetts).
B. All the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be
enforceable by the respective successors and assigns of the
parties hereto.
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C. No provisions of the Agreement may be amended or
modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.
D. The captions in this Agreement are included for
convenience of reference only, and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect.
E. This Agreement shall become effective at the close
of business on the date hereof.
F. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
G. If any part, term or provision of this Agreement is by
the courts held to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if
the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
H. All parties hereto are expressly put on notice of Fund's
Agreement and Declaration of Trust, which is on file with the
Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf of
Fund by its representatives as such representatives and not
individually, and the obligations of Fund hereunder are not
binding upon any of the Trustees, officers or shareholders of
Fund individually but are binding upon only the assets and
property of Fund. With respect to any claim by Custodian for
recovery of that portion of the compensation (or any other
liability of Fund arising hereunder) allocated to a particular
Portfolio, whether in accordance with the express terms hereof
or otherwise, Custodian shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall have no
recourse against the assets of any other Portfolio for such
purpose.
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I. This Agreement, together with the Fee Schedule, is the
entire contract between the parties relating to the subject
matter hereof and supersedes all prior agreements.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective authorized officers.
XXXXXX GLOBAL INCOME FUND
By: /s/ Xxxx X. Xxxxxx
------------------------------
Title: Vice President
---------------------------
Attest: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Title: Secretary
------------------------
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Title: E. V. P.
---------------------------
Attest: /s/ Xxxxxx Xxx
-----------------------
Title: Secretary
------------------------
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