EXHIBIT (g).3
SUBCUSTODIAN AGREEMENT
SUBCUSTODIAN AGREEMENT dated as of August 1, 1992, between First Bank
National Association, herein after called the Custodian, and First Trust
National Association, herein after called the Subcustodian.
WITNESSETH: That
WHEREAS, the Custodian has entered into (i) a Custody Agreement dated
as of July 16, 1992 (the "Worldwide Custody Agreement"), with Fortis Worldwide
Portfolios, Inc. ("Fortis Worldwide"), a Minnesota corporation, pursuant to
which the Custodian has been employed as the custodian of certain assets of
Fortis Worldwide and (ii) a Custody Agreement (the "Series Custody Agreement")
dated as of March 21, 1992, with Fortis Series Fund, Inc. ("Fortis Series"), a
Minnesota corporation, pursuant to which the Custodian has been employed as
custodian of certain assets of Fortis Series;
WHEREAS, the Subcustodian has entered into a custodian agreement dated
as of July 1, 1992, between Bankers Trust Company ("Bankers Trust") for the
purpose of providing global custody service for the customers of the
Subcustodian; and
WHEREAS, the Custodian has employed the Subcustodian as subcustodian
for domestic securities and desires to employ the Subcustodian as subcustodian
for foreign securities and use the global custody network provided through
Bankers Trust with respect to the Worldwide Custody Agreement and the Series
Custody Agreement; and
WHEREAS, the Custodian desires to provide for the employment of the
Subcustodian as subcustodian and the use of the global custody network provided
through Bankers Trust with respect to other custody agreements it may enter into
from time to time with other investment companies advised by Fortis Advisers,
Inc., provided that such other investment companies consent in writing to the
employment of the Subcustodian pursuant to this Subcustodian Agreement (such
consenting other investment companies together with Fortis Worldwide and Fortis
Series are sometimes referred to herein collectively as the "Fortis Funds" and
such respective other custody agreements together with the Worldwide Custody
Agreement and the Series Custody Agreement are sometimes referred to herein
collectively as the "Fortis Custody Agreements").
NOW, THEREFORE, in consideration of the premises, the Custodian and
the Subcustodian hereby agree as follows:
1. The Subcustodian shall act as subcustodian with respect to the
Fortis Custody Agreements and, in its subcustodian capacity, perform such duties
and obligations of the Custodian under the Fortis Custody Agreements as may be
agreed upon from time to time by the Subcustodian and the Custodian.
2. The Custodian hereby represents and warrants to each of the
Fortis Funds that this Subcustodian Agreement will not reduce the Custodian's
obligations or reduce or adversely affect the rights of the Fortis Funds under
the respective Fortis Custody Agreements.
3. The Custodian shall:
(a) Compensate the Subcustodian as set forth in the applicable
Services Agreement between the Custodian and the Subcustodian.
(b) Indemnify and hold the Subcustodian harmless from and against any
and all actions or causes of action, claims, demands, liabilities, losses,
damages or expenses of whatsoever kind and nature, including, but not
limited to, reasonable attorneys' and accountant's fees and expenses, which
it may at any time sustain or incur in connection with its good faith
performance of each of the Fortis Custody Agreements and this Subcustodian
Agreement and instructions from the Custodian with respect thereto and of
the respective Fortis Fund with respect to the applicable Fortis Custody
Agreement
4. Without limitation of the Custodian's remedies, the Subcustodian
shall indemnify and hold the Custodian harmless from and against all losses,
damages and expenses suffered by the Custodian by reason of the Subcustodian's
gross negligence or willful misconduct in connection with this Subcustodian
Agreement and the transactions contemplated hereby.
5. The Subcustodian may not assign its obligations under this
Subcustodian Agreement or employ additional subcustodians for foreign securities
with respect to the Fortis Custody Agreements without the written consent of the
Custodian and of the respective Fortis Fund with respect to the applicable
Fortis Custody Agreement. If any one of the Fortis Funds consents to any such
assignment or employment, such assignment or employment shall be effective with
respect to such consenting Fortis Fund whether or not the other Fortis Funds
have consented to such assignment or employment. The Custodian shall provide to
the Fortis Funds advance written notice of any new or additional domestic
subcustodians for domestic securities selected by the Custodian or the
Subcustodian with respect to the Fortis Funds.
6. Either party may terminate this Subcustodian Agreement upon
written notice to the other.
7. This Subcustodian Agreement may be modified, amended or
supplemented at any time and from time to time by instrument in writing executed
by the parties, provided that the respective Fortis Fund with respect to the
applicable Fortis Custody Agreement consents thereto in writing. If any one of
the Fortis Funds consents to any such modification, amendment or supplement,
such modification, amendment or supplement shall be effective with respect to
such consenting Fortis Fund whether or not the other Fortis Funds have consented
to
such assignment or employment.
IN WITNESS WHEREOF, each of the parties has caused this Subcustodian
Agreement to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of the 1st day of August,
1992.
Attest: FIRST BANK NATIONAL ASSOCIATION
/s/ Xxxxxxxxx X. Xxxxxxx By /s/ X.X. Xxxx
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Title: Trust Officer Title: Assistant Vice President
Attest: FIRST TRUST NATIONAL ASSOCIATION
/s/ Xxxxxxxxx Xxxxxx By /s/ Xxxxxx Xxxxx
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Title: Secretary Title: Vice President
Consented and Agreed to:
FORTIS WORLDWIDE PORTFOLIOS, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------
Title: Vice President
FORTIS SERIES FUND, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------
Title: Vice President
