1
EXHIBIT 99.B.8(B)
GLOBAL CUSTODY TRI-PARTY AGREEMENT
This AGREEMENT, effective 11-30, 1994, shall be by and among THE CHASE
MANHATTAN BANK, N.A. (the "Bank"), Firstar Trust Company (the "Customer") and
Hotchkis and Wiley Funds (the "Fund").
1. CUSTOMER ACCOUNTS.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
(a) A custody account in the name of the Fund ("Custody Account") for
any and all stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same or evidencing or representing any other rights or
interests therein and other similar property whether certificated or
uncertificated as may be received by the Bank or its Subcustodian (as defined in
Section 3) for the account of the Fund ("Securities"); and
(b) A deposit account in the name of the Fund ("Deposit Account") for
any and all cash in any currency received by the Bank or its Subcustodian for
the account of the Fund, which cash shall not be subject to withdrawal by draft
or check.
The Customer and the Fund warrant their authority to: 1) deposit the
cash and Securities ("Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11) concerning the Accounts. The Bank may deliver
securities of the same class in place of those deposited in the Custody Account.
Upon written agreement by and among the Bank, the Customer and the
Fund, additional Accounts may be established and separately accounted for as
additional Accounts under the terms of this Agreement.
2. MAINTENANCE OF SECURITIES AND CASH AT BANK AND SUBCUSTODIAN LOCATIONS.
Unless Instructions specifically require another location acceptable to
the Bank:
(a) Securities will be held in the country or other jurisdiction in
which the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(b) Cash will be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and the Bank can comply with such
Instructions, the Bank is authorized to maintain cash balances on deposit for
the Fund with itself or one of its affiliates at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as the Fund may direct, if acceptable to the Bank.
If the Fund wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by the Bank and the Fund.
2
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
The Bank may act under this Agreement through the subcustodians listed
in Schedule A of this Agreement with which the Bank has entered into
subcustodial agreements ("Subcustodians"). The Customer and the Fund authorizes
the Bank to hold Assets in the Accounts in accounts which the Bank has
established with one or more of its branches or Subcustodians. The Bank and
Subcustodians are authorized to hold any of the Securities in their account with
any securities depository in which they participate.
The Bank reserves the right to add new, replace or remove
Subcustodians. The Customer and the Fund will be given reasonable notice by the
Bank of any amendment to Schedule A. Upon request by the Customer or the Fund,
the Bank will identify the name, address and principal place of business of any
Subcustodian of the Fund's Assets and the name and address of the governmental
agency or other regulatory authority that supervises or regulates such
Subcustodian.
4. USE OF SUBCUSTODIAN.
With Respect to Assets credited to the Accounts in the custody of a
Subcustodian:
(a) The Bank will identify such Assets on its books as belonging to the
Fund.
(b) A Subcustodian will hold such Assets together with assets belonging
to other similar funds or other customers of the Bank in accounts identified on
such Subcustodian's books as special custody accounts for the exclusive benefit
of customers of the Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be subject
only to the instructions of the Bank or its agent. Any Securities held in a
securities depository for the account of a Subcustodian will be subject only to
the instructions of such Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for holding
its customer's assets shall provide that such assets will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian except for safe custody or administration, and that the beneficial
ownership of such assets will be freely transferable without the payment of
money or value other than for safe custody or administration. The foregoing
shall not apply to the extent of any special agreement or arrangement made by
the Fund with any particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) The Bank or its Subcustodians will make payments from the Deposit
Account upon receipt of Instructions which include all information required by
the Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, the Bank, in its discretion,
may advance the Customer such excess amount which shall be deemed a loan payable
on demand, bearing interest at the rate customarily charged by the Bank on
similar loans.
(c) If the Bank credits the Deposit Account on a payable date, or at
any time prior to actual collection and reconciliation to the Deposit Account,
with interest, dividends, redemptions or any other amount due, the Customer or
the Fund will promptly return any such amount upon oral or written notification:
(i) that such amount has not been received in the ordinary course of business or
(ii) that such amount was incorrectly credited. If the Customer or the Fund does
not promptly return any amount upon such notification, the Bank shall be
entitled, upon oral or written notification to the Customer and the Fund, to
reverse such credit by debiting the Deposit Account for the amount previously
credited. The Bank or its Subcustodian shall have no duty or obligation to
institute legal proceedings, file a claim or a proof of claim in
2
3
any insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for the Customer upon Instructions after
consultation with the Fund.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Securities will be transferred, exchanged or delivered by the Bank
or its Subcustodian upon receipt by the Bank of Instructions which include all
information required by the Bank. Settlement and payment for Securities received
for, and delivery of Securities out of, the Custody Account may be made in
accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery of Securities to a
purchaser, dealer or their agents against a receipt with the expectation of
receiving later payment and free delivery. Delivery of Securities out of the
Custody Account may also be made in any manner specifically required by
Instructions acceptable to the Bank.
(b) The Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Securities with respect to any sale,
exchange or purchase of Securities. Otherwise, such transactions will be
credited or debited to the Accounts on the date cash or Securities are actually
received by the Bank and reconciled to the Account.
(i) The Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a
reasonable period, determined by the Bank in its discretion, after the
contractual settlement date for the related transaction.
(ii) If any Securities delivered pursuant to this Section 6 are
returned by the recipient thereof, the Bank may reverse the credits and
debits of the particular transaction at any time.
7. ACTIONS OF THE BANK.
The Bank shall follow Instructions received regarding assets held in
the Accounts. However, until it receives Instructions to the contrary, the Bank
will:
(a) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income items which
call for payment upon presentation, to the extent that the Bank or Subcustodian
is actually aware of such opportunities.
(b) Execute in the name of the Fund such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or any
Subcustodian.
(e) Issue statements to the Customer and the Fund, at times mutually
agreed upon, identifying the Assets in the Accounts.
The Bank will send the Customer and the Fund an advice or notification
of any transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of the
Assets. Unless the Customer or the Fund sends the Bank a written exception or
objection to any Bank statement within sixty (60) days of receipt, the Customer
and the Fund shall be deemed to have approved such statement. In such event, or
where the Customer or the Fund has otherwise approved any such statement, the
Bank shall, to the extent permitted by law, be
3
4
released, relieved and discharged with respect to all matters set forth in such
statement or reasonably implied therefrom as though it had been settled by the
decree of a court of competent jurisdiction in an action where the Customer and
the Fund and all persons having or claiming an interest in the Accounts were
parties.
All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of the
Customer and the Fund. The Bank shall have no liability for any loss occasioned
by delay in the actual receipt of notice by the Bank or by its Subcustodians of
any payment, redemption or other transaction regarding Securities in the Custody
Account in respect of which the Bank has agreed to take any action under this
Agreement.
8. CORPORATE ACTIONS; PROXIES.
Whenever the Bank receives information concerning the Securities which
requires discretionary action by the beneficial owner of the Securities (other
than a proxy), such as subscription rights, bonus issues, stock repurchase plans
and rights offerings, or legal notices or other material intended to be
transmitted to securities holders ("Corporate Actions"), the Bank will give the
Fund notice of such Corporate Actions to the extent that the Bank's central
corporate actions department has actual knowledge of a Corporate Action in time
to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, the Bank will endeavor to obtain
Instructions from the Fund or its Authorized Person, but if Instructions are not
received in time for the Bank to take timely action, or actual notice of such
Corporate Action was received too late to seek Instructions, the Bank is
authorized to sell such rights entitlement or fractional interest and to credit
the Deposit Account with the proceeds or take any other action it deems, in good
faith, to be appropriate in which case it shall be held harmless for any such
action.
The Bank will deliver proxies to the Fund or its designated agent
pursuant to special arrangements which may have been agreed to in writing. Such
proxies shall be executed in the appropriate nominee name relating to Securities
in the Custody Account registered in the name of such nominee but without
indicating the manner in which such proxies are to be voted; and where bearer
Securities are involved, proxies will be delivered in accordance with
Instructions.
9. NOMINEES.
Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities depository,
as the case may be. The Bank may, without notice to the Customer or the Fund,
cause any such Securities to cease to be registered in the name of any such
nominee and to be registered in the name of the Customer or the Fund. In the
event that any Securities registered in a nominee name are called for partial
redemption by the issuer, the Bank may allot the called portion to the
respective beneficial holders of such class of security in any manner the Bank
deems to be fair and equitable. The Customer and the Fund jointy and severally
agrees to hold the Bank, Subcustodians, and their respective nominees harmless
from any liability arising directly or indirectly from their status as a mere
record holder of Securities in the Custody Account.
10. AUTHORIZED PERSONS.
As used in this Agreement, the term "Authorized Person" means employees
or agents including investment managers as have been designated by written
notice from the Customer or the Fund or their designated agent to act on behalf
of the Customer and the Fund under this Agreement. Such persons shall continue
to be Authorized Persons until such time as the Bank receives Instructions from
the Customer or the Fund, or its designated agent, that any such employee or
agent is no longer an Authorized Person.
4
5
11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized Person
received by the Bank, via telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess or electronic instruction or trade information system
acceptable to the Bank which the Bank believes in good faith to have been given
by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Bank may specify.
Unless otherwise expressly provided, all Instructions shall continue in full
force and effect until canceled or superseded.
Any Instructions delivered to the Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but the party designating the
Authorized Person will hold the Bank harmless for the failure of an Authorized
Person to send such confirmation in writing, the failure of such confirmation to
conform to the telephone instructions received or the Bank's failure to produce
such confirmation at any subsequent time. The Bank may electronically record any
Instructions given by telephone, and any other telephone discussions with
respect to the Custody Account. The party designating the Authorized Person
shall be responsible for safeguarding any testkeys, identification codes or
other security devices which the Bank shall make available to the Customer, the
Fund or their Authorized Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) The Bank shall be responsible for the performance of only such
duties as are set forth in this Agreement or expressly contained in Instructions
which are consistent with the provisions of this Agreement as follows:
(i) The Bank will use reasonable care with respect to its obligations
under this Agreement and the safekeeping of Assets. The Bank shall be
liable to the Customer or the Fund for any loss which shall occur as
the result of the failure of a Subcustodian to exercise reasonable care
with respect to the safekeeping of such Assets to the same extent that
the Bank would be liable to the Customer or the Fund if the Bank were
holding such Assets in New York. In the event of any loss to the
Customer or the Fund by reason of the failure of the Bank or its
Subcustodian to utilize reasonable care, the Bank shall be liable to
the Customer or the Fund only to the extent of the Customer or the
Fund's direct damages, to be determined based on the market value of
the property which is the subject of the loss at the date of discovery
of such loss and without reference to any special conditions or
circumstances.
(ii) The Bank will not be responsible for any act, omission, default or
for the solvency of any broker or agent which it or a Subcustodian
appoints unless such appointment was made negligently or in bad faith.
(iii) The Bank shall be indemnified by, and without liability to the
Customer or the Fund for any action taken or omitted by the Bank
whether pursuant to Instructions or otherwise within the scope of this
Agreement if such act or omission was in good faith, without
negligence. In performing its obligations under this Agreement, the
Bank may rely on the genuineness of any document which it believes in
good faith to have been validly executed.
(iv) The Customer and/or the Fund agrees to pay for and hold the Bank
harmless from any liability or loss resulting from the imposition or
assessment of any taxes or other governmental charges, and any related
expenses with respect to income from or Assets in the Accounts.
5
6
(v) The Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for the Customer or the Fund) on all
matters and shall be without liability for any action reasonably taken
or omitted pursuant to such advice.
(vi) The Bank need not maintain any insurance for the benefit of the
Customer or the Fund.
(vii) Without limiting the foregoing, the Bank shall not be liable for
any loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including, but not
limited to, losses resulting from nationalization, expropriation or
other governmental actions; regulation of the banking or securities
industry; currency restrictions, devaluations or fluctuations; and
market conditions which prevent the orderly execution of securities
transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or
work stoppages, acts of war or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that the Bank shall have no duty or
responsibility to:
(i) question Instructions or make any suggestions to the Customer,
the Fund or an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or
the retention of Securities;
(iii) advise the Customer or the Fund or an Authorized Person regarding
any default in the payment of principal or income of any security other
than as provided in Section 5(c) of this Agreement;
(iv) evaluate or report to the Customer, the Fund or an Authorized
Person regarding the financial condition of any broker, agent or other
party to which Securities are delivered or payments are made pursuant
to this Agreement;
(v) review or reconcile trade confirmations received from brokers. The
Customer, the Fund or its Authorized Persons (as defined in Section 10)
issuing Instructions shall bear any responsibility to review such
confirmations against Instructions issued to and statements issued by
the Bank.
(c) The Customer and the Fund authorize the Bank to act under this
Agreement notwithstanding that the Bank or any of its divisions or affiliates
may have a material interest in a transaction, or circumstances are such that
the Bank may have a potential conflict of duty or interest including the fact
that the Bank or any of its affiliates may provide brokerage services to other
customers, act as financial advisor to the issuer of Securities, act as a lender
to the issuer of Securities, act in the same transaction as agent for more than
one customer, have a material interest in the issue of Securities, or earn
profits from any of the activities listed herein.
13. FEES AND EXPENSES.
The Fund or the Customer agrees to pay the Bank for its services under
this Agreement such amount as may be agreed upon in writing, together with the
Bank's reasonable out-of-pocket or incidental expenses, including, but not
limited to, legal fees. The Bank shall have a lien on and is authorized to
charge any Accounts of the Fund for any amount owing to the Bank under any
provision of this Agreement.
6
7
14. MISCELLANEOUS.
(a) FOREIGN EXCHANGE TRANSACTIONS. To facilitate the administration of
the Fund's trading and investment activity, the Bank is authorized to enter into
spot or forward foreign exchange contracts with the Customer, the Fund or an
Authorized Person of the Customer or the Fund and may also provide foreign
exchange through its subsidiaries, affiliates or Subcustodians. Instructions,
including standing instructions, may be issued with respect to such contracts
but the Bank may establish rules or limitations concerning any foreign exchange
facility made available. In all cases where the Bank, its subsidiaries,
affiliates or Subcustodians enter into a foreign exchange contract related to
Accounts, the terms and conditions of the then current foreign exchange contract
of the Bank, its subsidiary, affiliate or Subcustodian and, to the extent not
inconsistent, this Agreement shall apply to such transaction.
(b) CERTIFICATION OF RESIDENCY, ETC. The Fund certifies that it is a
resident of the United States and agrees to notify the Bank of any changes in
residency. The Bank may rely upon this certification or the certification of
such other facts as may be required to administer the Bank's obligations under
this Agreement. The Customer will indemnify the Bank against all losses,
liability, claims or demands arising directly or indirectly from any such
certifications.
(c) ACCESS TO RECORDS. The Bank shall allow the Customer or the Fund's
independent public accountant reasonable access to the records of the Bank
relating to the Assets as is required in connection with their examination of
books and records pertaining to the Customer or the Fund's affairs. Subject to
restrictions under applicable law, the Bank shall also obtain an undertaking to
permit the Customer or the Fund independent public accountants reasonable access
to the records of any Subcustodian which has physical possession of any Assets
as may be required in connection with the examination of the Customer or the
Fund's books and records.
(d) GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be
governed by the laws of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the parties.
(e) ENTIRE AGREEMENT; APPLICABLE RIDERS. Customer and the Fund
represent that the Assets deposited in the Accounts are (Check one):
__ Employee Benefit Plan or other assets subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA");
X Mutual Fund assets subject to certain Securities and Exchange
Commission ("SEC") rules and regulations;
__ Neither of the above.
This Agreement consists exclusively of this document together with
Schedule A, Exhibits I - _______ and the following Rider(s) [Check applicable
rider(s)]:
__ ERISA
X MUTUAL FUND
__ SPECIAL TERMS AND CONDITIONS
7
8
There are no other provisions of this Agreement and this Agreement
supersedes any other agreements, whether written or oral, between the parties.
Any amendment to this Agreement must be in writing, executed by both parties.
(f) SEVERABILITY. In the event that one or more provisions of this
Agreement are held invalid, illegal or enforceable 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 will not in any way be
affected or impaired.
(g) WAIVER. Except as otherwise provided in this Agreement, no failure
or delay on the part of either party in exercising any power or right under this
Agreement 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.
(h) NOTICES. All notices under this Agreement shall be effective when
actually received. Any notices or other communications which may be required
under this Agreement are to be sent to the parties at the following addresses or
such addresses as may subsequently be given to the other party in writing:
Bank: The Chase Manhattan Bank, N.A.
4 Chase MetroTech Center 18th Fl.
Xxxxxxxx, XX 00000
Attention: Global Custody Division
or telex: ______________________
Customer: Firstar Trust Company
X.X. Xxx 000
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: X. XxXxx (000) 000-0000
or fax: (000) 000-0000
Fund: Hotchkis & Wiley Funds
000 Xxxx 0xx Xxxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
or telex: 000-000-0000
8
9
(i) TERMINATION. This Agreement may be terminated by the Customer, the
Fund or the Bank by giving sixty (60) days written notice to the other, provided
that such notice to the Bank shall specify the names of the persons to whom the
Bank shall deliver the Assets in the Accounts. If notice of termination is given
by the Bank, the Customer or the Fund shall, within sixty (60) days following
receipt of the notice, deliver to the Bank Instructions specifying the names of
the persons to whom the Bank shall deliver the Assets. In either case the Bank
will deliver the Assets to the persons so specified, after deducting any amounts
which the Bank determines in good faith to be owed to it under Section 13. If
within sixty (60) days following receipt of a notice of termination by the Bank,
the Bank does not receive Instructions from the Customer or the Fund specifying
the names of the persons to whom the Bank shall deliver the Assets, the Bank, at
its election, may deliver the Assets to a bank or trust company doing business
in the State of New York to be held and disposed of pursuant to the provisions
of this Agreement, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to the Bank.
FIRSTAR TRUST COMPANY
By: /s/ XXX X. XXXXXXX
------------------------------------
Vice President
THE CHASE MANHATTAN BANK, N.A.
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx
Vice President
Hotchkis and Wiley Funds
By: /s/ XXXXX X. XXXXXX
------------------------------------
President
9
10
STATE OF )
: ss.
COUNTY OF )
On this 28th day of November , 19 , before me personally came Xxx X. Xxxxxxx, to
me known, who being by me duly sworn, did depose and say that he/she resides in
Milwaukee at 000 X. Xxxxxxxx that he/she is Vice President of Firstar Trust Co.,
the entity described in and which executed the foregoing instrument; that he/she
knows the seal of said entity, that the seal affixed to said instrument is such
seal, that it was so affixed by order of said entity, and that he/she signed
his/her name thereto by like order.
/s/ XXX X. XXXXXXX
------------------------
Sworn to before me this 28 day of Nov, 1994.
/s/ XXXXXXX X. XXXXX
--------------------------
Notary
My commission is permanent
10
11
STATE OF California )
: ss.
COUNTY OF Los Angeles )
On this 30th day of November , 1994, before me personally came Xxxxx X Xxxxxx,
to me known, who being by me duly sworn, did depose and say that he/she resides
in LA at 0000 Xxxxxxx Xx; XX, XX that he/she is President of Hotchkis and Wiley
Funds, the entity described in and which executed the foregoing instrument; that
he/she knows the seal of said entity, that the seal affixed to said instrument
is such seal, that it was so affixed by order of said entity, and that he/she
signed his/her name thereto by like order.
/s/ XXXXX X XXXXXX
-------------------------
Sworn to before me this 30th day of Nov., 1994.
/s/ XXXXX X. XXXXX XX
-------------------------
Notary
11
12
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this 22 day of November , 1994, before me personally came Xxxxxx
X. Xxxxxx, to me known, who being by me duly sworn, did depose and say that
he/she resides in Redbank, NJ at 00 Xxxxxxxx Xxx.; that he/she is Vice President
of THE CHASE MANHATTAN BANK, (National Association), the corporation described
in and which executed the foregoing instrument; that he/she knows the seal of
said corporation, that the seal affixed to said instrument is such corporate
seal, that it was so affixed by order of the Board of Directors of said
corporation, and that he/she signed his/her name thereto by like order.
/s/ XXXXXX X. XXXXXX
-------------------------
Sworn to before me this 22nd day of November, 1994.
/s/ XXXXXX XX
----------------------------------
Notary
XXXXXX XX
Notary Public, State of New York
No. 01NG-5012928
Qualified in Queens County
Cert. Filed in Kings & N.Y. Counties
Commission Expires June 15, 1995
12
13
Mutual Fund Rider to Global Custody Tri-Party Agreement
Among The Chase Manhattan Bank, N.A., Firstar Trust Company
and Hotchkis and Wiley Funds effective_____________
The Fund represents that the Assets being placed in the Bank's custody
are subject to the Investment Company Act of 1940 (the Act), as the same may be
amended from time to time.
Except to the extent that the Bank has specifically agreed to comply
with a condition of a rule, regulation, interpretation promulgated by or under
the authority of the SEC or the Exemptive Order applicable to accounts of this
nature issued to the Bank (Investment Company Act of 1940, Release No. 12053,
November 20, 1981), as amended, or unless the Bank has otherwise specifically
agreed, the Customer shall be solely responsible to assure that the maintenance
of Assets under this Agreement complies with such rules, regulations,
interpretations or exemptive order promulgated by or under the authority of the
Securities Exchange Commission.
The following modifications are made to the Agreement:
Section 3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in this
Agreement shall mean a branch of a qualified U.S. bank, an eligible
foreign custodian or an eligible foreign securities depository, which
are further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as defined
in Rule 17f-5 under the Investment Company Act of 1940;
(b) "eligible foreign custodian" shall mean (i) a banking institution
or trust company incorporated or organized under the laws of a country
other than the United States that is regulated as such by that
country's government or an agency thereof and that has shareholders'
equity in excess of $200 million in U.S. currency (or a foreign
currency equivalent thereof), (ii) a majority owned direct or indirect
subsidiary of a qualified U.S. bank or bank holding company that is
incorporated or organized under the laws of a country other than the
United States and that has shareholders' equity in excess of $100
million in U.S. currency (or a foreign currency equivalent
thereof)(iii) a banking institution or trust company incorporated or
organized under the laws of a country other than the United States or a
majority owned direct or indirect subsidiary of a qualified U.S. bank
or bank holding company that is incorporated or organized under the
laws of a country other than the United States which has such other
13
14
qualifications as shall be specified in Instructions and approved by
the Bank; or (iv) any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the laws
of a country other than the United States, which operates (i) the
central system for handling securities or equivalent book-entries in
that country, or (ii) a transnational system for the central handling
of securities or equivalent book-entries.
The Fund represents that its Board of Directors has approved each of
the Subcustodians listed in Schedule A to this Agreement and the terms of the
subcustody agreements between the Bank and each Subcustodian, which are attached
as Exhibits I through __ of Schedule A, and further represents that its Board
has determined that the use of each Subcustodian and the terms of each
subcustody agreement are consistent with the best interests of the Fund(s) and
its (their) shareholders. The Bank will supply the Customer with any amendment
to Schedule A for approval. The Customer has supplied or will supply the Bank
with certified copies of its Board of Directors resolution(s) with respect to
the foregoing prior to placing Assets with any Subcustodian so approved.
Section 11. INSTRUCTIONS.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made pursuant
to Section 5 and 6 of this Agreement may be made only for the purposes
listed below. Instructions must specify the purpose for which any
transaction is to be made and Customer or the Fund, as the case may be,
shall be solely responsible to assure that Instructions are in accord
with any limitations or restrictions applicable to the Fund or Customer
by law or as may be set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise
become payable;
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger,
consolidation, reorganization, recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their terms into other
securities;
14
15
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses;
(g) In connection with any borrowings by the Fund requiring a pledge of
Securities, but only against receipt of amounts borrowed;
(h) In connection with any loans, but only against receipt of adequate
collateral as specified in Instructions which shall reflect any
restrictions applicable to the Fund;
(i) For the purpose of redeeming shares of the capital stock of the
Fund and the delivery to, or the crediting to the account of, the Bank,
its Subcustodian or the Fund's transfer agent, such shares to be
purchased or redeemed;
(j) For the purpose of redeeming in kind shares of the Fund against
delivery to the Bank, its Subcustodian or the Customer's transfer agent
of such shares to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement
among the Fund, the Bank and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and a member of
The National Association of Securities Dealers, Inc. ("NASD"), relating
to compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other arrangements
in connection with transactions by the Fund;
(l) For release of Securities to designated brokers under covered call
options, provided, however, that such Securities shall be released only
upon payment to the Bank of monies for the premium due and a receipt
for the Securities which are to be held in escrow. Upon exercise of the
option, or at expiration, the Bank will receive from brokers the
Securities previously deposited. The Bank will act strictly in
accordance with Instructions in the delivery of Securities to be held
in escrow and will have no responsibility or liability for any such
Securities which are not returned promptly when due other than to make
proper request for such return;
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related
transactions;
15
16
(n) For other proper purposes as may be specified in Instructions
issued by an officer of the Fund which shall include a statement of the
purpose for which the delivery or payment is to be made, the amount of
the payment or specific Securities to be delivered, the name of the
person or persons to whom delivery or payment is to be made, and a
certification that the purpose is a proper purpose under the
instruments governing the Fund; and
(o) Upon the termination of this Agreement as set forth in Section
14(i).
Section 12. STANDARD OF CARE; LIABILITIES.
Add the following subsection (c) to Section 12:
(c) The Bank hereby warrants to the Customer and the Fund that in its
opinion, after due inquiry, the established procedures to be followed
by each of its branches, each branch of a qualified U.S. bank, each
eligible foreign custodian and each eligible foreign securities
depository holding the Fund's Securities pursuant to this Agreement
afford protection for such Securities at least equal to that afforded
by the Bank's established procedures with respect to similar securities
held by the Bank and its securities depositories in New York.
SECTION 14. ACCESS TO RECORDS.
ADD THE FOLLOWING LANGUAGE TO THE END OF SECTION 14(C):
Upon reasonable request from the Fund, the Bank shall furnish the Fund
such reports (or portions thereof) of the Bank's system of internal
accounting controls applicable to the Bank's duties under this
Agreement. The Bank shall endeavor to obtain and furnish the Fund with
such similar reports as it may reasonably request with respect to each
Subcustodian and securities depository holding the Fund's assets.
16
17
SEPTEMBER, 1997
SUB-CUSTODIANS EMPLOYED BY
THE CHASE MANHATTAN BANK, LONDON, GLOBAL CUSTODY
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ARGENTINA The Chase Manhattan Bank The Chase Manhattan Bank
Arenales 000, 0xx Xxxxx Xxxxxx Xxxxx
0000Xxxxxx Xxxxx
XXXXXXXXX
AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank
36th Floor Sydney
World Trade Centre
Xxxxxxx Xxxxxx
Xxxxxx
Xxx Xxxxx Xxxxx 0000
XXXXXXXXX
AUSTRIA Creditanstalt - Bankverein Bank Austria
Xxxxxx Xxxxxxx Xxxxx - 0 Xxxxxx
X - 0000, Xxxxxx
XXXXXXX
BAHRAIN The British Bank of the Middle East National Bank of Bahrain
PO Box 57 Manama
Manama
BAHRAIN
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A. Xxxxx
Xxx 000,
Xxxxx-0000
XXXXXXXXXX
XXXXXXX Generale Bank Credit Xxxxxxxx
0 Xxxxxxxx Xx Xxxx Xxxxxxxx
0000 Xxxxxxxxx
XXXXXXX
BERMUDA The Bank of Bermuda Ltd The Bank of Bermuda Ltd
0 Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx
XXXXXXX HMDX
Page 1
18
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Ltd
Barclays House Gaborone
Khama Crescent
Gaborone
BOTSWANA
BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan X.X.
Xxxxx Manhattan Center Sao Xxxxx
Xxx Verbo Divino, 1400
Sao Paulo, SP 00000-000
XXXXXX
BULGARIA ING Bank ING Bank
Xxxxx Xxxxxx Sofia
7 Vassil Xxxxxx Xxxxxx
0000 Xxxxx
XXXXXXXX
CANADA Canada Trust Royal Bank of Canada
Canada Trust Tower Toronto
BCE Place
000 Xxx xx Xxxxx
Xxxxxxx
Xxxxxxx X0X 0X0
XXXXXX
The Royal Bank of Canada Royal Bank of Canada
Xxxxx Xxxx Xxxxx Xxxxxxx
Xxxxxxx
Xxxxxxx X0X 0X0
XXXXXX
XXXXX Xxxxxxxx X.X., Xxxxxxxx X.X.,
Xxxxxxx, 00 Xxxxxxxx
Xxxxxxxx,
XXXXX
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A.
Sociedad Fiduciaria Sociedad Fiduciaria
Carrera 9a No 99-02 Santafe de Bogota
Santafe de Bogota, DC
COLOMBIA
CROATIA Privredna Banka Zagreb d.d. Privredna Banka Zagreb d.d.
Xxxxxx x.00 Xxxxxx
00000 Xxxxxx
XXXXXXX
Page 2
19
CYPRUS Barclays Bank plc . Barclays Bank plc,
Cyprus Offshore Banking Unit Nicosia
2nd & 3rd Floor
88 Dighenis Xxxxxxx Xxxxxx
XX Xxx 0000
0000 Xxxxxxx
XXXXXX
CZECH REPUBLIC Ceskoslovenska Obchodni Banka, A.S. Komercni Banka, A.S.,
Xx Xxxxxxx 00 Xxxxx
000 00 Xxxxx 0
XXXXX XXXXXXXX
DENMARK Den Xxxxxx Xxxx Xxxxxxx
0 Xxxxxxx Xxxxxx XX 1091 Copenhagen
Copenhagen
DENMARK
ECUADOR Citibank, N.A. Citibank N.A.,
Xxxx Xxxx Xxxx Xxxxx
000 x Xxxxxx
Xxxxx
XXXXXXX
XXXXX National Bank of Egypt National Bank of Egypt
0000, Xxxxxxxx Xx-Xxxx Xxxxx Xxxxx
Xxxxx
XXXXX
ESTONIA HansaBank Tallinna Bank
Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
EUROBONDS Cedel Bank S.A. ECU:Lloyds Bank PLC
00 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx International Banking Division
LUXEMBOURG London
A/c The Chase Manhattan Bank, N.A. For all other currencies: see
London relevant country
A/c No. 17817
EURO CDS First Chicago Clearing Centre ECU:Lloyds Bank PLC
00 Xxxxxxxxxx Xxxxxx Banking Division Xxxxxx
Xxxxxx XX0X 0XX For all other currencies: see
UNITED KINGDOM relevant country
Page 3
20
FINLAND Xxxxxx Bank Ltd Xxxxxx Bank Ltd
2598 Custody Services Helsinki
Xxxxxxxxxxxx 00X
Xxxxxxxx
XXXXXXX
XXXXXX Banque Paribas Societe Generale
Ref 256 Paris
XX 000
0, Xxx X'Xxxxx
75078 Xxxxx
Xxxxx 00
XXXXXX
Societe Generale Societe Generale
00 Xxxxxxxxx Xxxxxxxx
00000 Xxxxx
XXXXXX
GERMANY Dresdner Bank X.X. Xxxxx Bank A.G.
Xxxxxxx-Xxxxx-Xxxxx 0 Xxxxxxxxx
Xxxxxxxxx/Xxxx
XXXXXXX
GHANA Barclays Bank of Ghana Ltd Barclays Bank of Ghana Ltd
Xxxxxxxx Xxxxx Xxxxx
Xxxx Xxxxxx
Xxxxx
XXXXX
XXXXXX Barclays Bank Plc National Bank of Greece S.A.
0 Xxxxxxxxxxx Xxxxxx Xxxxxx
00000 Athens A/c Chase Manhattan Bank,
GREECE Xxxxxx X/x Xx. 000/0/000000-00
XXXX XXXX The Chase Manhattan Bank, The Chase Manhattan Bank,
00/X Xxx Xxxxxxxx Xxxxxx Xxxx Xxxx
0, Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxx Xxxx
XXXX XXXX
XXXXXXX Citibank Budapest Rt. Citibank Budapest Rt.
Szabadsag ter 0-0 Xxxxxxxx
Xxxxxxxx X
X-0000
XXXXXXX
Page 4
21
INDIA The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
00/00 Xxxxxxx Xxxxxx Xxxx Xxxxxx
Bombay 400 001
INDIA
Deutsche Bank AG Deutsche Bank
Securities & Custody Services Bombay
Kodak House
222 D.N. Road, Fort
Bombay 400 001
INDIA
INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank
Banking Corporation Limited Jakarta
World Trade Center
J1. Jend Xxxxxxxx Xxx. 00-00
Xxxxxxx 00000
XXXXXXXXX
IRELAND Bank of Ireland Allied Irish Bank
International Financial Services Centre Dublin
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx 0
XXXXXXX
ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel B.M.
00 Xxxxx Xxxxxx Xxx Xxxx
00000 Tel Aviv
ISRAEL
ITALY Banque Paribas, The Chase Manhattan Bank,
2 Xxxxxx Xxx Xxxxxx Xxxxx
00000 Xxxxx
XXXXX
IVORY COAST Societe Generale De Banques En Cote D'Ivoire Societe Generale
(SGBCI) Paris
5 et 7, Avenue J. Anoma - 01 B.P. 1355
Abidjan 01
IVORY COAST
JAPAN The Fuji Bank Ltd The Chase Xxxxxxxxx Xxxx
0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxxx
Xxxx-Xx
Xxxxx
XXXXX
Page 5
22
JORDAN Arab Bank Limited Arab Bank Limited
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
KENYA Barclays Bank of Kenya Barclays Bank of Xxxxx
Xxxxx Xxxxx Xxxxxxx
Xxxxxxxxx Xxxxx
Xxxxxxx
Xxxxx
XXXXXX Hansabank - Latvija Hansabank - Latvija
Kalku iela 26 Xxxxxx
Xxxx, XX 0000
Xxxxxx
LEBANON The British Bank of the Middle East The Chase Manhattan Bank
Ras-Beirut Branch New York
PO Box 11-1380
Xxxxx Xxxx,
Ras-Beirut
LEBANON
LITHUANIA Vilniaus Bankas AB Vilniaus Bankas AB
Xxxxxxxx xxx. 00-000 Xxxxxxx
LT 2662 Vilnius
LITHUANIA
LUXEMBOURG Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg
50 Avenue X.X. Xxxxxxx X.X.
X-0000 XXXXXXXXXX Xxxxxxxxxx
MALAYSIA The Chase Manhattan Bank (M) Berhad, The Chase Manhattan Bank,
Menara Dion, Xxxxx 00, Xxxxx Xxxxxx
Xxxxx Xxxxxx Xxxxxx
00000, Xxxxx Xxxxxx
MALAYSIA
MAURITIUS Hongkong and Shanghai Banking Corporation Ltd Hongkong and Shanghai Banking
Curepipe Road Corporation Ltd.
Curepipe Curepipe
MAURITIUS
MEXICO The Chase Manhattan Bank, S.A. No correspondent Bank
Prolongacion Paseo de la Reforma no. 600,
PB Colonia Santa Xx Xxxx Xxxxxx
00000 Xxxxxx D.F.
Page 6
23
MOROCCO Banque Commerciale du Maroc Banque Commerciale du Maroc
2 Boulevard Xxxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx 00000
XXXXXXX
XXXXXXX Standard Bank Namibia Ltd Standard Corporate &
Mutual Platz - 3rd Floor Xxxxxxxx Xxxx
X.X.Xxx 0000 Xxxxx Xxxxxx
Windhoek
NAMIBIA
NETHERLANDS ABN AMRO N.V. ING Barings
Securities Centre Amsterdam
X X Xxx 0000
0000 Xx Xxxxx
XXXXXXXXXXX
XXX XXXXXXX National Nominees Limited National Bank of Xxx Xxxxxxx
Xxxxx 0 XXX Xxxxx Xxxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
NORWAY Den Xxxxxx Xxxx Xxx Xxxxxx Xxxx XXX
Xxxxxxxx 00 Xxxx
XX Xxx 0000 Xxxxxxx
X-0000 Xxxx
XXXXXX
OMAN The British Bank of the Middle East Oman Arab Bank
Bait Al Falaj Ruwi, Muscat
Main Office
Ruwi, Muscat
SULTANATE OF OMAN
PAKISTAN Citibank N.A. Citibank N.A.
AWT Xxxxx Xxxxxxx
00 Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
Deutsche Bank A.G. Deutsche Bank
Unitowers Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx
XXXXXXXX
Page 7
24
PERU Citibank, N.A. Citibank N.A.
Camino Real 457 Lima
XX Xxxxx Real - 0xx Xxxxx
Xxx Xxxxxx, Xxxx 00
XXXX
XXXXXXXXXXX The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation
00/X Xxxxxxx Xxxxx X Xxxxxx
Xxxxxxxx Xxxx
Ortigas Center
Pasig City
PHILIPPINES
POLAND Bank Polska Kasa Opieki S.A. - Grupa Pekao SA Bank Polska Kasa Opieki S.A.
Custody Department Warsaw
Centrum Bankowo Finansowe building, III floor
Xxxx Xxxxx 0/00 xxxxxx,
00-000 Xxxxxx
XXXXXX
Bank Handlowy w. Warszawie. S.A. Bank Handlowy W. Warszawie S.A..
Custody Dept. Warsaw
xx. Xxxxxxxxxxxxxx0
X.X. Xxx 000
00-000 Xxxxxx
XXXXXX
PORTUGAL Banco Espirito Santo e Comercial de Lisboa S.A. BancoPinto & Sotto Mayor
Servico de Titulos Lisbon
Xxx Xxxxxxxx xx Xxxxxxxx, 00 X/x
0000 Xxxxxx
XXXXXXXX
ROMANIA ABN-AMRO Bank (Romania) S.A. ABN-Amro Bank (Romania) S.A
Xxxxx Xxxxx Xxxxxx Xxxxxxxx-X, 0xx Xxxxx Xxxxxxxxx
Xxx. Xxxxxxxxxx Xx. 0
00000 Xxxxxxxxx 0
XXXXXXX
ING Bank ING Bank
Bucharest Branch Bucharest
00-00 Xxxxxxxx Xxxx
Xxxxxx 0
Xxxxxxxxx
XXXXXXX
Page 8
25
RUSSIA Chase Manhattan Bank International ("CMBI") The Chase Manhattan Bank
1st Tverskaya - Yamskaya, 23 New York
125047 Moscow A/C The Chase Manhattan
RUSSIA London (US$ Nostro Account)
SHANGHAI (CHINA) The Hongkong and Shanghai Citibank
Banking Corporation Limited New York
5/F. Marine Tower
0 Xxxxxx Xxxxxx
Xxxxxxxx 000000
THE PEOPLE'S REPUBLIC OF CHINA
SHENZHEN (CHINA) The Hongkong and Shanghai The Chase Manhattan Bank
Banking Corporation Limited Hong Kong
0xx Xxxxx
Xxxxxxx Xxxxx Hotel
No.1 Xxxx Xxxx Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
SINGAPORE Standard Chartered Bank, The Chase Manhattan Bank,
3/F, 0 Xxxxxxx Xxxx Xxxxxxxxx
XXXXXXXXX 000000
SLOVAK REPUBLIC Ceskoslovenska Obchodni Banka, A.S. Ceskoslovenska Obchodni Banka A.S.
Xxxxxxxxx 00 Xxxxxx Xxxxxxxx
000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
SLOVENIA Banka Creditanstalt d.d. Ljubljana Creditanstalt d.d.
Kotnikova 0 Xxxxxxxxx
XX-00000 Xxxxxxxxx
XXXXXXXX
XXXXX XXXXXX The Standard Bank of South Africa Limited The Standard Bank of South Africa
Standard Corporate and Merchant Bank Division Ltd
1st Floor Standard Corporate and Xxxxxxxx
Xx. 0 Xxxxxxxx Xxxxxx Bank Division
Xxxxxxxx Town South Africa
Johannesburg
SOUTH AFRICA
SOUTH KOREA The Hongkong & Shanghai The Hongkong & Shanghai
Banking Corporation Limited Banking Corporation Limited
0/X Xxxxx Xxxxxxxx Xxxxx
#0 Xxxxxxx, 0-xx Xxxxxxx-Xx,
Xxxxx
XXXXX XXXXX
Page 9
26
SPAIN The Chase Manhattan Bank. The Chase Manhattan Bank,
Xxxxx xx xx Xxxxxxxxxx, 00 Xxxxxx
00000 Xxxxxx
XXXXX
SRI LANKA The Hongkong & Shanghai The Hongkong & Shanghai
Banking Corporation Limited Banking Corporation
Xxxx #00-00 Xxxx Xxxxx, Xxxxxxx
Xxxxx Trade Center
Xxxxxxx 0,
XXX XXXXX
SWAZILAND Stanbic Bank Swaziland Ltd Standard Corporate and
Stanbic House Merchant Bank
X.X. Xxx X000, Xxxxx Xxxxx Xxxxx Xxxxxx
Mbabane
SWAZILAND
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
Sergels Torg 2 Stockholm
X-000 00
Xxxxxxxxx
XXXXXX
SWITZERLAND Union Bank of Switzerland Union Bank of Xxxxxxxxxxx
00 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
TAIWAN The Chase Manhattan Bank, No correspondent Bank
00xx Xxxxx,
0, Xxx Xxx X. Xxxx Sec. 0
Xxxxxx
XXXXXX
Xxxxxxxx xx Xxxxx
XXXXXXXX The Chase Manhattan Bank, The Chase Manhattan Bank,
Bubhajit Building Bangkok
00 Xxxxx Xxxxxxx Xxxx
Xxxxx, Xxxxxxx
Xxxxxxx 00000
THAILAND
TUNISIA Banque Internationale Arabe de Tunisie Banque Internationale Arabe de
00-00 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
Page 10
00
XXXXXX The Chase Manhattan Bank, The Chase Manhattan Bank,
Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat:11
00000-Xxxxxxxxx/Xxxxxxxx
Xxxxxxxx
XXXXXX
U.K. The Chase Manhattan Bank, The Chase Manhattan Bank,
Trinity Tower London
9 Xxxxxx Xxxx Street
Xxxxxx X0 0XX
XXXXXX XXXXXXX
URUGUAY The First National Bank of Boston The First National Bank of Boston
Xxxxxx 1463 Montevideo
Montevideo
URUGUAY
U.S.A. The Chase Manhattan Bank, The Chase Manhattan Bank,
1 Chase Manhattan Plaza New York
New York
NY 10081
U.S.A.
VENEZUELA Citibank N.A. Citibank N.A.
Carmelitas a Xxxxxxxxxx Caracas
Xxxxxxxx Xxxxxxxx
Xxxxxxx 0000
XXXXXXXXX
XXXXXX Barclays Bank of Zambia Barclays Bank of Zambia Ltd
Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxx
X.X.Xxx 00000
Xxxxxx
XXXXXX
ZIMBABWE Barclays Bank of Zimbabwe Barclays Bank of Zimbabwe
2nd Floor Harare
0 Xxxxxx Xxxxx
Xxxxx Xxxx Xxxxxx
Xxxxxx
ZIMBABWE
Page 11
28
XXXXXXX XXXXX ASSET MANAGEMENT
CUSTODY FEE SCHEDULE
EFFECTIVE APRIL 1, 1996
U.S. Assets (Per Account):
First $1 billion: 0.5 basis points (0.00005)
Next $1 billion: 0.4 basis points (0.00004)
Over $2 billion: 0.3 basis points (0.00003)
Book Entry Transactions: $6.00 per transaction
Physical Transactions: $15.00 per transaction
Global Assets:
MARKET B.P. FEE TRANSACTIONS
----------------------- ------------ ----------------
ARGENTINA 35 $100.00
AUSTRALIA 6 45.00
AUSTRIA 10 50.00
BANGLADESH 40 100.00
BELGIUM 10 50.00
BOTSWANA 40 100.00
BRAZIL 35 100.00
CANADA 5 50.00
CEDEL 3 0.00
CHILE 35 100.00
CHINA (SHANGHAI) 40 100.00
CHINA (SHENZHEN) 40 100.00
XXXXXXXX 00 000.00
XXXXX XXXXXXXX 40 100.00
DENMARK 10 50.00
EURO CDs 4 30.00
FINLAND 10 50.00
FRANCE 6 50.00
GERMANY 6 45.00
GHANA 50 150.00
GREECE 40 100.00
HONG KONG 10 50.00
HUNGARY 40 100.00
INDIA 40 100.00
INDONESIA 35 100.00
IRELAND 8 40.00
ISRAEL 40 100.00
ITALY 10 50.00
JAPAN 4 50.00
JORDAN 40 100.00
KENYA 50 150.00
KOREA 25 100.00
LUXEMBOURG 10 50.00
MALAYSIA 10 50.00
MAURITIUS 50 150.00
MEXICO 15 50.00
MOROCCO 40 100.00
NETHERLANDS 7 50.00
NEW ZEALAND 8 50.00
29
MARKET B.P. FEE TRANSACTIONS
----------------------------- ----------------------- ------------------------
NORWAY 10 50.00
PAKISTAN 40 100.00
XXXX 00 100.00
PHILIPPINES 35 100.00
POLAND 40 100.00
PORTUGAL 35 100.00
SINGAPORE 10 50.00
SLOVAKIA 50 150.00
SOUTH AFRICA 10 50.00
SPAIN 15 75.00
SRI LANKA 40 100.00
SWEDEN 8 50.00
SWITZERLAND 8 50.00
TAIWAN 35 100.00
THAILAND 15 100.00
TURKEY 40 100.00
UNITED KINGDOM 5 40.00
URUGUAY 40 100.00
VENEZUELA 40 100.00
ZAMBIA 50 150.00
ZIMBABWE 40 100.00
OTHER SERVICES:
Futures: $15.00 per futures transaction
$10.00 per xxxx-to-market wire
Options: $25.00 per transaction
Out of Pocket Fees: Passed-through as incurred (e.g., stamp taxes, registration
fees, scrip fees, etc)
Approved By:
-------------------------------
Xxxxx Xxxxxx, XX
Xxxxxxx Xxxxx Asset Management
Approved By: /s/ Xxxxx Xxxxxx
-------------------------------
Xxxxx Xxxxxx, XX
Xxxxx Manhattan Bank
30
Amendment to Global Custody Tri-Party Agreement
AMENDMENT, dated April 21, 1998 to the 11/30/94 Global Custody
Tri-Party Agreement ("Agreement"), by and among Hotchkis and Wiley Funds, having
a place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000, The Chase Manhattan Bank (as successor by operation of law to
The Chase Manhattan Bank, N.A.) ("Bank"), having a place of business at 000 Xxxx
Xxx., Xxx Xxxx, X.X. 00000-0000, and Firstar Trust Company, having a place of
business at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
It is hereby agreed as follows:
A. Except as modified hereby, the Agreement is confirmed in all
respects. If any of the terms of this Amendment conflict with any of the terms
of the Agreement, the terms of this Amendment shall prevail. Capitalized terms
used herein without definition shall have the meanings ascribed to them in the
Agreement.
B. The Agreement is amended by deleting the amendments to Section 3 of
the Agreement contained in that certain Mutual Fund Rider to Global Custody
Tri-Party Agreement among the parties (the "Mutual Fund Rider").
C. Add a new Section 15 to the Agreement as follows:
15. COMPLIANCE WITH SEC RULE 17f-5.
(a) The Fund's board of trustees (hereinafter "Board") hereby delegates
to Bank, and, except as to the country or countries as to which Bank may, from
time to time, advise the Fund that it does not accept such delegation, Bank
hereby accepts the delegation to it, of the obligation to perform as the Fund's
"Foreign Custody Manager" (as that term is defined in SEC rule 17f-5(a)(2)),
both for the purpose of 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 made exempt pursuant to an SEC exemptive
order) to hold Assets and of evaluating the contractual arrangements with such
Eligible Foreign Custodians (as set forth in SEC rule 17f-5(c)(2)); provided
that, the term Eligible Foreign Custodian shall not include any "Compulsory
Depository." A Compulsory Depository shall mean a securities depository or
clearing agency the use of which is compulsory because: (1) its use is required
by law or regulation, (2) securities cannot be withdrawn from the depository, or
(3) maintaining securities outside the depository is not consistent with
prevailing custodial practices in the country which the depository serves.
Compulsory Depositories used by Chase as of the date hereof are set forth in
Appendix 1-A hereto, and as the same may be amended on notice to the Fund from
time to time.
(b) In connection with the foregoing, Bank shall:
-1-
31
(i) provide written reports notifying the Fund's Board of the placement
of Assets with particular Eligible Foreign Custodians and Compulsory
Depositories and of any material change in the arrangements with such
Eligible Foreign Custodians and, to the extent Bank is aware of the
same, any material change in the arrangements with Compulsory
Depositories, with such reports to be provided to the Fund's Board at
such times as the Board deems reasonable and appropriate based on the
circumstances of the Fund's foreign custody arrangements (and until
further notice from the Fund such reports shall be provided not less
than quarterly with respect to the placement of Assets with particular
Eligible Foreign Custodians and Compulsory Depositories (it being
understood that Bank shall not be responsible to make the Fund's
decision to place Assets with any Compulsory Depository) and with
reasonable promptness upon the occurrence of any material change in the
arrangements with such Eligible Foreign Custodians and, to the extent
Bank is aware of the same, any material change in the arrangements with
Compulsory Depositories);
(ii) exercise the reasonable care, prudence and diligence in performing
as the Fund's Foreign Custody Manager of a New York bank subject to a
New York standard of care having responsibility for the safekeeping of
Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined
that Assets placed and maintained in the safekeeping of such Eligible
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 Assets,
including, without limitation, those factors set forth in SEC rule
17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian (or, in the case of an Eligible Foreign Custodian that is a
securities depository or clearing agency, such contract, the rules or
established practices or procedures of the depository, or any
combination of the foregoing) requires that the Eligible Foreign
Custodian will provide reasonable care for Assets based on the
standards applicable to custodians in the relevant market. In making
this determination, Bank shall consider the provisions of Rule
17f-5(c)(2), together with whether Bank shall be liable to the Fund for
any loss which shall occur as the result of the failure of the Eligible
Foreign Custodian to exercise reasonable care with respect to the
safekeeping of such Assets to the same extent that Bank would be liable
to the Fund if Bank were holding such Assets in New York; and
(v) have established a system to monitor the continued appropriateness
of maintaining Assets 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 Assets reasonable care and
-2-
32
that no other Eligible Foreign Custodian in that country would afford
reasonable care, Bank shall promptly so advise the Fund and shall then
act in accordance with the Instructions of the Fund with respect to the
disposition of the affected Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Assets on behalf of the Fund with Eligible Foreign Custodians pursuant to a
written contract deemed appropriate by Bank.
(c) Except as expressly provided herein, the Fund shall be solely
responsible to assure that the maintenance of Assets hereunder complies with the
rules, regulations, interpretations and exemptive orders promulgated by or under
the authority of the SEC.
(d) Bank represents to Fund that it is a U.S. Bank as defined in Rule
17f-5(a)(7). The Fund represents to Bank that: (1) the Assets being placed and
maintained in Bank's custody are subject to the Investment Company Act of 1940,
as the same may be amended from time to time (the "1940 Act"); and (2) (i) its
Board has determined that it is reasonable to rely on Bank to perform as the
Fund's Foreign Custody Manager or (ii) its Foreign Custody Manager (other than
Bank) shall have determined that the Fund may maintain Assets in each country in
which the Fund's Assets shall be held hereunder and determined to accept the
risks arising therefrom (including, but not limited to, a country's financial
infrastructure (and including any Compulsory Depository operating in such
country), prevailing custody and settlement practices, laws applicable to the
safekeeping and recovery of Assets held in custody, and the likelihood of
nationalization, currency controls and the like).
D. Add the following after the first sentence of Section 3 of the
Agreement:
At the request of the Fund, Bank may, but need not, add to Schedule A
an Eligible Foreign Custodian that is either a bank or a non-Compulsory
Depository where Bank has not acted as Foreign Custody Manager with
respect to the selection thereof. Bank shall notify the Fund in the
event that it elects not to add any such entity.
E. Add the following language to the end of Section 3 of the Agreement:
The term Subcustodian as used herein shall mean the following:
(a) a "U.S. Bank," which shall mean a U.S. bank as defined in SEC rule
17f-5(a)(7); and
(b) an "Eligible Foreign Custodian," which shall mean (i) a banking
institution or trust company, incorporated or organized under the laws
of a country other than the United States, that is regulated as such by
that country's government or an agency thereof, (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
-3-
33
laws of a country other than the United States, (iii) a securities
depository or clearing agency, incorporated or organized under the laws
of a country other than the United States, that acts as a system for
the central handling of securities or equivalent book-entries in that
country and that is regulated by a foreign financial regulatory
authority as defined under Section 2(a)(50) of the 1940 Act, (iv) a
securities depository or clearing agency organized under the laws of a
country other than the United States to the extent acting as a
transnational system for the central handling of securities or
equivalent book-entries, and (v) any other entity that shall have been
so qualified by exemptive order, rule or other appropriate action of
the SEC.
For purposes of clarity, it is agreed that as used in Section 12(a)(i), the term
Subcustodian shall include neither any Eligible Foreign Custodian as to which
Bank has not acted as Foreign Custody Manager nor any Compulsory Depository.
F. Insert the following language in the first sentence of Section 4(d)
of the Agreement following the phrase "except for safe custody or
administration": "or, in the case of cash deposits, liens or rights in favor of
creditors of the Subcustodian arising under bankruptcy, insolvency or similar
laws,".
G. Insert the following language at the beginning of the second
sentence of Section 12(a)(i) of the Agreement:
"Except with respect to those countries as to which the parties may
from time to time agree in writing otherwise,".
G. The insert to Section 11 and the added subsection (c) [sic] to
Section 12 of the Agreement contained in the Mutual Fund Rider are deleted.
*********************
[SIGNATURES FOLLOW]
-4-
34
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
HOTCHKIS AND WILEY FUNDS THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: President Title: Vice President
FIRSTAR TRUST COMPANY
By: /s/ Xxxxxxx X. XxXxx
Name: Xxxxxxx X. XxXxx
Title: Vice President
-5-
35
APPENDIX 1-A
-1-
COMPULSORY DEPOSITORIES
AS OF SEPTEMBER 12, 1997
----------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENT
----------------------------------------------------------------------------------------------------------------------
ARGENTINA CAJA DE VALORES Equity, Corporate & Government Debt
----------------------------------------------------------------------------------------------------------------------
AUSTRALIA AUSTRACLEAR LTD. Corporate Debt, Money Market +
Semi-Government Debt
----------------------------------------------------------------------------------------------------------------------
CHESS Equity
(Clearing House Electronic Sub-register System)
----------------------------------------------------------------------------------------------------------------------
RITS Government Debt
(Reserve Bank Information and Transfer Systems)
----------------------------------------------------------------------------------------------------------------------
AUSTRIA OESTERREICHISCHE KONTROLBANK AG Equity, Corporate Debt + Government Debt
-----------------------------------------------------------------------------------------------------------------------
BELGIUM CIK Equity + Corporate Debt
(Caisse Interprofessionnelle de Depots et de Virements
de Titres
----------------------------------------------------------------------------------------------------------------------
BANQUE NATIONALE DE BELGIQUE Treasury Bills + Government Debt
----------------------------------------------------------------------------------------------------------------------
BRAZIL BOVESPA Equity
(Bolsa de Valores de Sao Paolo)
----------------------------------------------------------------------------------------------------------------------
BVRJ Equity
(Bolsa de Valores de Rio de Janeiro)
----------------------------------------------------------------------------------------------------------------------
CANADA CDS Equity, Corporate + Government Debt
(Canadian Depository for Securities)
----------------------------------------------------------------------------------------------------------------------
CHINA, SHANGHAI SSCCRC Equity
(Shanghai Securities Central Clearing and Registration
Corp.)
----------------------------------------------------------------------------------------------------------------------
CHINA, SHENZHEN SSCC Equity
(Shenzhen Securities Registration Co., Ltd.)
----------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC SCP Equity + Long-Term Government Debt
(Securities Center)
----------------------------------------------------------------------------------------------------------------------
TKD Treasury Bills + Money Market
(Trh Kratkododich Diluhopisu or Short-Term Bond Market)
----------------------------------------------------------------------------------------------------------------------
DENMARK VP Equity, Corporate + Government Debt
(Vaerdipapircentralen)
----------------------------------------------------------------------------------------------------------------------
EGYPT MISR CLEARING & SEC. DEP. Equity
----------------------------------------------------------------------------------------------------------------------
ESTONIA EVK Equity
(Estonian Central Depository for Securities Ltd.)
----------------------------------------------------------------------------------------------------------------------
EUROMARKET CEDEL & EUROCLEAR Euro-Debt
----------------------------------------------------------------------------------------------------------------------
FINLAND CSR Equity + Government Debt
(Central Share Registry Finland)
----------------------------------------------------------------------------------------------------------------------
HELSINKI MONEY MARKET CENTER LTD. Money Market
----------------------------------------------------------------------------------------------------------------------
FRANCE SICOVAM Equity + Corporate Debt
(Banque de France)
----------------------------------------------------------------------------------------------------------------------
36
-2-
COMPULSORY DEPOSITORIES
AS OF SEPTEMBER 12, 1997
COUNTRY DEPOSITORY INSTRUMENT
FRANCE SATURNE Government Debt.
(Banque de France)
GERMANY DKV Equity, Corporate + Government Debt
(Deutscher Kassenverein)
GREECE APOTHETIRIO TITLON A.E. Equity
BANK OF GREECE Government Debt
HONG KONG CCASS Equity
(Central Clearing and Settlement System)
CMU Corporate + Government Debt
(Central Moneymarkets Unit)
HUNGARY KELER LTD. Equity + Government Debt
IRELAND CREST Equity
GSO Government Debt
(Gilt Settlement Office)
ISRAEL TASE CLEARING HOUSE Equity, Corporate + Government Debt
(Tel Aviv Stock Exchange Clearing House)
ITALY MONTE TITOLI Equity + Corporate Debt
BANK OF ITALY Government Debt
JAPAN BANK OF JAPAN Registered Government Debt
LATVIA LCD Equity + Government Debt
(Latvian Central Depository)
LEBANON MIDCLEAR Equity
(Custodian and Clearing Center of Lebanon and the Middle
East)
LUXEMBOURG CEDEL Equity
MALAYSIA MCD Equity
(Malaysian Central Depository Snd Bhd)
MAURITIUS CDS Equity
(Central Depository System)
MEXICO INDEVAL Equity, Corporate + Government Debt.
(Institucion para el Deposito de Valores)
MOROCCO MAROCLEAR Equity + Corporate Debt
BANK AL'MAGHRIB Government Debt
NETHERLANDS NECIGEF/KAS ASSOCIATE NV Equity, Corp. + Govt. Debt
DE NEDERLANDSCHE BANK N.V. Money Market
37
-3-
COMPUSORY DEPOSITORIES
AS OF SEPTEMBER 12, 1997
COUNTRY DEPOSITORY INSTRUMENT
NETHERLANDS NIEC Premium Bonds
(Nederlands Interprofessioneel Effectencentrum
B.V.)
NEW ZEALAND AUSTRACLEAR NEW ZEALAND Equity, Corporate + Government Debt
NORWAY VPS Equity, Corporate + Government Debt
(Verdipapirsentralen)
OMAN NONE
PAKISTAN CDC Equity
(Central Depository Company of Pakistan Ltd.)
PERU CAVALI Equity
(Caja de Valores)
PHILIPPINES PCD Equity
(Philippine Central Depository)
POLAND NDS Equity, Long-Term Government Debt +
(National Securities Depository) Vouchers
CRT TREASURY-BILLS
(Central Registry of Treasury-Bills)
PORTUGAL INTERBOLSA Equity, Corporate + Government Debt
ROMANIA SNCDD-RASDAQ Equity
(National Company for Clearing, Settlement and
Depository for Securities)
BUDAPEST STOCK EXCHANGE REGISTRY Equity
NATIONAL BANK OF ROMANIA Treasury-Bills
RUSSIA MICEX GKOs
(Moscow Interbank Currency Exchange) (Gosudartvennye Kratkosrochnye
Obyazatelstva [T-Bills])
OFZs
(Obligatsyi Federalnogo Zaima
[Federal Loan Bonds])s
SINGAPORE CDP Equity + Corporate Debt and
(Central Depository Pte, Ltd.) Malaysian equities traded on CLOB
MONETARY AUTHORITY OF SINGAPORE Government Debt
SLOVAK REPUBLIC SCP Equity + Government Debt
(Stredisko Cennych Papiru)
NATIONAL BANK OF SLOVAKIA Treasury-Bills
SO. AFRICA CD Corporate + Government Debt
(Central Depository)
SO. KOREA KSD Equity, Corporate + Government Debt
38
-4-
COMPULSORY DEPOSITORIES
AS OF SEPTEMBER 12, 1997
-------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENT
-------------------------------------------------------------------------------------------------------------------------
SPAIN SCLV Equity + Corporate Debt.
(Servicio de compensacion y Liquidacion de Valores)
-------------------------------------------------------------------------------------------------------------------------
CBEO
(Central Book Entry Office) Government Debt
-------------------------------------------------------------------------------------------------------------------------
SRI LANKA CDS Equity
(Central Depository System (Private) Ltd.)
-------------------------------------------------------------------------------------------------------------------------
SWEDEN VPC Equity, Corporate + Government Debt
(Vardepapperscentralen AB)
-------------------------------------------------------------------------------------------------------------------------
SWITZERLAND SEGA
(Schweizerische Effekten-Giro AG) Equity, Corporate + Government Debt
-------------------------------------------------------------------------------------------------------------------------
TAIWAN TSCD Equity + Government Debt
(Taiwan Securities Central Depository Co., Ltd.)
-------------------------------------------------------------------------------------------------------------------------
THAILAND TSDC Equity, Corporate + Government Debt
(Thailand Securities Depository Company Ltd.)
-------------------------------------------------------------------------------------------------------------------------
TUNISIA STICODEVAM Equity
(Societe Tunisienne Interprofessionnelle pour la
Compensacion et le Depot des Valeurs Mobilieres)
-------------------------------------------------------------------------------------------------------------------------
MINISTRY OF FINANCE Government Debt tradable on the stock
exchange (BTNBs)
-------------------------------------------------------------------------------------------------------------------------
CENTRAL BANK OF TUNISIA Government Debt tradable on the stock
exchange (BTCs)
-------------------------------------------------------------------------------------------------------------------------
TURKEY TAKAS BANK Equity + Corporate Debt
-------------------------------------------------------------------------------------------------------------------------
CENTRAL BANK OF TURKEY Government Debt
-------------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM CREST Equity + Corp. Debt
-------------------------------------------------------------------------------------------------------------------------
CMO Sterling CDs & CP
(Central Moneymarket Office)
-------------------------------------------------------------------------------------------------------------------------
CGO Gilts
(Central Gilts Offices)
-------------------------------------------------------------------------------------------------------------------------
UNITED STATES DTC Equity + Corporate Debt
(Depository Trust Company)
-------------------------------------------------------------------------------------------------------------------------
PTC Mortgage Back Debt
(Participants Trust Company)
-------------------------------------------------------------------------------------------------------------------------
FED BOOK-ENTRY Government Debt.
-------------------------------------------------------------------------------------------------------------------------
ZAMBIA XxXX Equity + Government Debt
(XxXX Central Shares Depository Ltd.)
-------------------------------------------------------------------------------------------------------------------------
