AMENDMENT, dated November 20, 1997 to the May 1, 1996
custody agreement ("Agreement"), between those registered
investment companies listed on Schedule A to the Agreement (each
a "Customer"), having a place of business at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, XX 00000 and The Chase Manhattan Bank ("Bank"),
having a place of business at 000 Xxxx Xxx., Xxx Xxxx, X.X. 00000-0000.
It is hereby agreed as follows:
Section 1. Except as modified hereby, the Agreement is
confirmed in all respects. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the
Agreement.
Section 2. The Agreement is amended by deleting the mutual
fund rider thereto and inserting, in lieu thereof, the following
mutual fund rider:
1. Add a new Section 15 to the Agreement as follows:
15. COMPLIANCE WITH SEC RULE 17F-5 ("RULE 17F-5").
(a) Customer's board of directors (or equivalent body)
(hereinafter "Board") hereby delegates to Bank, and Bank hereby
accepts the delegation to it, of the obligation to perform as
Customer's "Foreign Custody Manager" (as that term is defined in
Rule 17f-5(a)(2)) adopted under the Investment Company Act of
1940 ("Act"), as amended ("1940 Act"), the following
responsibilities in a manner consistent with Rule 17f-5, to: (i)
select Eligible Foreign Custodians (as that term is defined in
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); (ii) enter into written contracts with such
Eligible Foreign Custodians that are banks or trust companies and
with Eligible Foreign Custodians that are "Securities
Depositories" (as defined in Rule 17f-5(a)(6)) and that are not
Compulsory Depositories (as defined below) where the Depository
has such a contract; and (iii) to monitor the appropriateness of
maintaining Assets of the series of the Customer with such
Eligible Foreign Custodians; provided that, Bank shall not be
responsible for these duties with respect to any compulsory
Securities Depository ("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 or (2) 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. Appendix 1-A may be amended on notice to
Customer from time to time. In that connection, Bank shall
notify Customer promptly of pending changes to Appendix 1-A.
(b) In connection with the foregoing, Bank shall:
(i) provide written reports to Customer's Board upon the
placement of Assets with a particular Eligible Foreign
Custodian and of any Material Change (as defined below) in
the arrangements with such Eligible Foreign Custodians, with
such reports to be provided to Customer's Board at such
times as the Board deems reasonable and appropriate based on
the circumstances of Customer's foreign custody arrangements
(and until further notice from Customer such reports shall
be provided within 30 days after Bank becomes aware of any
such Material Change. For purposes of the foregoing, a
Material Change shall include, but shall not be limited to,
Bank's decision to remove Customer's Assets from a
particular Eligible Foreign Custodian, an event that has a
material adverse affect on an Eligible Foreign Custodian's
financial or operational strength, any non-compliance by an
Eligible Foreign Custodian with a "Material Term" of Bank's
subcustodian agreement with such Eligible Foreign Custodian
(as defined below) or any failure by an Eligible Foreign
Custodian to meet the requirements for its status as such
under Rule 17f-5. A Material Term shall mean a term which
provides that (a) the Customer will be adequately
indemnified or its Assets adequately insured, or an adequate
combination thereof, in the event of loss; (b) the Assets of
the Series will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of an
Eligible Foreign Custodian or such Eligible Foreign
Custodian's creditors, except a claim of payment for their
safe custody or administration, or in the case of cash
deposits, liens or rights in favor of creditors of the
Eligible Foreign Custodian arising under bankruptcy,
insolvency or similar laws; (c) beneficial ownership for the
Assets of the Series will be freely transferable without the
payment of money or value other than for safe custody or
administration of the Assets of the Series; (d) adequate
records will be maintained identifying the Assets as
belonging to the Customer or the Series or as being held by
a third party for the benefit of the Customer or the Series;
(e) the independent auditors for the Customer will be given
access to those records or confirmation of the contents of
those records; and (f) the Customer will receive periodic
reports with respect to the safekeeping of the Series'
Assets, including, but not necessarily limited to,
notification of any transfer to or from the Customer's
account or a third party account containing Assets held for
the benefit of the Customer. In addition, in the event that
a contract with an Eligible Foreign Custodian does not
include any or all of the terms described in (a) through (f)
of this paragraph 15(b)(i), a Material Term shall mean a
term which, in the Bank's judgment, if not complied with,
would cause the contract not to provide the same or greater
level of care and protection for Customer's Assets than if
the contract contained the provisions described in (a)
through (f) of this paragraph 15(b)(i).
(ii) exercise such reasonable care, prudence and diligence
in performing as Customer's Foreign Custody Manager as a
person having responsibility for the safekeeping of 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 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.
(v) have established a system to monitor the continued
appropriateness of maintaining Assets with particular
Eligible Foreign Custodians based on the standards set forth
herein and of the governing contractual arrangements based
on the standards set forth in Rule 17f-5(c)(2), as it may be
amended from time to time.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place
and maintain Assets on behalf of Customer with Eligible Foreign
Custodians pursuant to a written contract which either contains
the terms described in Rule 17f-5(c)(2)(i) or which, in lieu of
any or all of the terms described in Rule 17f-5(c)(2)(i),
contains such other provisions which the Bank determines will
provide in their entirety, the same or a greater level of care
and protection for the Customer's Assets as the provisions of
Rule 17f-5(c)(2)(i) in their entirety. The written contract
shall be in such form as deemed appropriate by Bank. In
addition, with respect to Eligible Foreign Custodians that are
non-compulsory Securities Depositories, reliance may be had on
such a contract, the rules or established practices and
procedures of such Depository or any combination thereof.
(c) Except as expressly provided herein, Customer 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 which are applicable to Fund's business or which have been
granted to Fund. Bank shall advise Customer of any exemptive
orders which it obtains which may have an impact on Bank's
relationship with Customer.
(d) Bank represents to Customer that it is a U.S. Bank as
defined in Rule 17f-5(a)(7). Customer represents to Bank that:
(1) the Assets being placed and maintained in Bank's custody are
subject to the 1940 Act, as the same may be amended from time to
time; (2) its Board has determined that it is reasonable to rely
on Bank to perform as Customer's Foreign Custody Manager.
Nothing contained herein shall require Bank, on Customer's
behalf, to make any selection regarding countries in which
Customer invests or to engage in any monitoring of Customer's
decision to invest in any particular country in which Bank
selects , contracts and monitors Eligible Foreign Custodians, as
Customer's Foreign Custody Manager pursuant to the Agreement.
(e) Bank shall provide to Customer such information as is
specified in Appendix 1-B hereto. Customer hereby acknowledges
that: (i) such information is solely designed to inform Customer
of market conditions and procedures, but is not intended to
influence Customer's investment decisions; and (ii) Bank has
gathered the information from sources it considers reliable, but
that Bank shall have no responsibility for inaccuracies or
incomplete information except to the extent that Bank was
negligent in selecting the sources of such information.
2. Add the following after the first sentence of Section 3
of the Agreement:
At the request of Customer, 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 Customer in the event that it
elects not to add any such entity.
3. 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 Rule 17f-5(a)(7); and
(b) with respect to Securities for which the primary market
is outside the U.S. an "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, (ii) a majority-
owned direct or indirect subsidiary of a U.S. Bank or bank
holding company which subsidiary is incorporated or
organized under the laws of a country other than the United
States; (iii) a Securities Depository or clearing agency
(other than a Compulsory Depository), 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 autho
rity 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 that acts
as a transnational system ("Transnational Depository") 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.
The term Subcustodian as used in Section 12(a)(i) (except
the last sentence thereof) shall not include any Eligible
Foreign Custodians as to which Bank has not acted as Foreign
Custody Manager, any Compulsory Depository and any
Transnational Depository.
4. Add the following after the word "administration" at the
end of Subsection 4(d)(i): "or, in the case of cash deposits,
liens or rights in favor of creditors of Subcustodian arising
under bankruptcy, insolvency, or similar laws".
5. Delete all of Subsection 4(e) after the word "located"
in (ii) thereof and add the word "and" between "Subcustodian" and
"(ii)".
*********************
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
Customer THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President/ Title: Vice President
Treasurer
Date: Nov. 20, 1997 Date: Nov. 20, 1997
APPENDIX A
Delaware Group Adviser Funds, Inc.
U.S. Growth Fund
Overseas Equity Fund
New Pacific Fund
Delaware Group Equity Funds I, Inc.
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc.
Blue Chip Fund
Quantum Fund
Delaware Group Equity Funds IV, Inc.
DelCap Fund
Capital Appreciation Fund
Delaware Group Equity Funds V, Inc.
Retirement Income Fund
Small Cap Value Fund
Delaware Pooled Trust, Inc.
The International Equity Portfolio
The International Fixed Income Portfolio
The Global Equity Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Real Estate Investment Trust Portfolio II
The Emerging Markets Portfolio
Delaware Group Global & International Funds, Inc.
Emerging Markets Series
Global Assets Series
Global Bond Series
Global Equity Series
International Equity Series
International Small Cap Series
APPENDIX A CON'T
Delaware Group Premium Fund, Inc.
Convertible Securities Series
Devon Series
Emerging Markets Series
Quantum Series
Strategic Income Series
Global Bond Series
DelCap Series
International Equity Series
Delaware Series
Value Series
Voyageur Mutual Funds III, Inc.
Tax-Efficient Equity Fund
Dated: November 20, 0000
Xxxxxxxx 1-A
COMPULSORY DEPOSITORIES
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 System)
Austria Oesterreichische Kontrolbank AG Equity, Corporate +
Government Debt
Belgium CIK Equity + Corporate
(Caisse Interprofessionnelle de Debt
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 +
(Canadian Depository for Government Debt
Securities)
China, SSCCRC Equity
Shanghai (Shanghai Securities Central
Clearing and Registration Corp.)
China, SSCC Equity
Shenzhen (Shenzhen Securities
Registration Co., Ltd.)
Czech SCP Equity + Long-Term
Republic (Securities Center) Government Debt
TKD Treasury Bills +
(Trh Kratkododich Dlluhopisu or Money Market
Short-Term Bond Market)
Denmark VP Equity, Corporate +
(Vaerdipapircentralen) Government Debt
Egypt Misr Clearing & Sec. Dep. Equity
Estonia EVK Equity
(Estonian Central Depository for
Securities Ltd.)
Euromarket Cedel & Euroclear Euro-Debt
Finland CSR Equity + Government
(Central Share Registry Finland) Debt
Helsinki Money Market Center Money Market
Ltd.
France SICOVAM Equity + Corporate
(Banque de France) Debt.
France SATURNE Government Debt.
(Banque de France)
Germany DKV Equity, Corporate +
(Deutscher Kassenverein) Government Debt
Greece Apothetirio Titlon A.E. Equity
Bank of Greece Government Debt
Hong Kong CCASS Equity
(Central Clearing and
Settlement System)
CMU Corporate +
(Central Moneymarkets Unit) Government Debt
Hungary Keler Ltd. Equity + Government
Debt
Ireland CREST Equity
GSO Government Debt
(Gilt Settlement Office)
Israel TASE Clearing House Equity, Corporate +
(Tel Aviv Stock Exchange Government Debt
Clearing House)
Italy Monte Titoli Equity + Corporate Debt
Bank of Italy Government Debt
Japan Bank of Japan Registered Government
Debt
Latvia LCD Equity + Government
(Latvian Central Depository) Debt
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 +
(Institucion para el Deposito Government Debt.
de Valores)
Morocco Maroclear Equity + Corporate Debt
Bank Al'Maghrib Government Debt
Netherlands NECIGEF/KAS Associate NV Equity, Corp. + Xxxx. X
Xx Xxxxxxxxxxxxx Xxxx X.X. Xxxxx Xxxxxx
Xxxxxxxxxxx NIEC Premium Bonds
(Nederlands Interpforessioneel
Effectencentrum B.V.)
New Zealand Austraclear New Zealand Equity, Corporate +
Government Debt
Norway VPS Equity, Corporate +
(Verdipapirsentralen) Government Debt
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
(National Securities Government Debt +
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 Equity
Registry
National Bank of Romania Treasury-Bills
Russia MICEX GKO's
(Moscow Interbank Currency (Gosudarstvennye
Exchange) Kratkosrochnye
Obyazatelstva [T-
Bills])
OFZ's
(Obligatsyi
Federalnogo Zaima
[Federal Loan Bonds])s
Singapore CDP Equity + Corporate
(Central Depository Pte. Ltd.) Debt and Malaysian
equities traded on CLOB
Monetary Authority of Singapore Government Debt
Slovak SCP Equity + Government
Republic (Stredisko Cennych Papiru) Debt
National Bank of Slovakia Treasury-Bills
So. Africa CD Corporate + Government
(Central Depository) Debt
So. Korea KSD Equity, Corporate +
Government Debt
Spain SCLV Equity + Corporate
(Servicio de Compensacion y Debt
Liquidacion de Valores)
CBEO Government Debt
(Central Book Entry Office)
Sri Lanka CDS Equity
(Central Depository System
(Private) Ltd.)
Sweden VPC Equity, Corporate +
(Vardepapperscentralen AB) Government Debt
Switzerland SEGA Equity, Corporate +
(Schweizerische Effekten-Giro Government Debt
AG)
Taiwan TSCD Equity + Government
(Taiwan Securities Central Debt
Depository Co., Ltd.)
Thailand TSDC Equity, Corporate +
(Thailand Securities Depository Government Debt
Company Ltd.)
Tunisia STICODEVAM Equity
(Societe Tunisienne
Interprofessionnelle pour la
Compensation et le Depot des
Valeurs Mobilieres)
Ministry of Finance Government Debt
tradable on the stock
exchange (BTNBs)
Central Bank of Tunisia Government Debt not
tradable on the stock
exchange (BTCs)
Turkey Takas Bank Equity + Corporate
Debt
Central Bank of Turkey Government Debt
United CREST Equity + Corp. Debt
Kingdom
CMO Sterling CDs & CP
(Central Moneymarket Office)
CGO Gilts
(Central Gilts Office)
United DTC Equity + Corporate
States (Depository Trust Company) Debt
PTC Mortgage Back Debt
(Participants Trust Company)
Fed Book-Entry Government Debt
Zambia XxXX Equity + Government
(XxXX Central Shares Depository Debt
Ltd.)
Appendix 1-B
Information Regarding Country Risk
1. To aid Customer's board in its determinations
regarding Country Risk, Bank shall furnish board annually
and upon the initial placing of Assets into a country the
following information (check items applicable):
A Opinions of local counsel concerning:
___ i. Whether applicable foreign law would restrict
the access afforded Customer's independent public
accountants to books and records kept by an
eligible foreign custodian located in that
country.
___ ii. Whether applicable foreign law would restrict
the Customer's ability to recover its assets in
the event of the bankruptcy of an Eligible Foreign
Custodian located in that country.
___ iii. Whether applicable foreign law would restrict
the Customer's ability to recover assets that are
lost while under the control of an Eligible
Foreign Custodian located in the country.
B. Written information concerning:
___ i. The likelihood of expropriation,
nationalization, freezes, or confiscation of
Customer's assets.
___ ii. Whether difficulties in converting Customer's
cash and cash equivalents to U.S. dollars are
reasonably foreseeable.]
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign
ownership restrictions, (iii) foreign exchange, (iv)
securities settlement and registration, (v) taxation,
and (vi) compulsory depositories (including depository
evaluation).
2. To aid Customer's board in monitoring Country Risk,
Bank shall furnish board the following additional
information:
Market flashes, including with respect to changes in
the information in market reports.
