Exhibit G(8)(a)
DOMESTIC CUSTODY AGREEMENT
To: The Chase Manhattan Bank
Global Investor Services North America Insurance
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxx, X.X. 00000
Xxxxxxxxx:
We are a company registered under the Investment Company Act of 1940,
as amended and hereby request you to open and to maintain on your records a
Custody Account in our name as Entitlement Holder and to credit to such account
Financial Assets as our Securities Intermediary, upon the following terms and
conditions. From time to time, we may instruct you to open additional Custody
Accounts for us. Unless we and you shall otherwise expressly agree in writing,
all such Custody Accounts shall be governed by the terms of this Agreement
Financial Assets credited to the Custody Account shall be segregated at
all times from your proprietary assets. Financial Assets credited to the Custody
Account shall be withdrawable or transferable upon our instructions as
hereinafter described, subject to the further terms and conditions herein.
Definitions. The capitalized terms used herein shall have the meanings
set forth below:
"Agreement" means this Domestic Custody Agreement.
"Cash Account" means a cash account in our name on your records,
designated by us to be credited and debited in respect of all transactions to
the Custody Account pursuant to this Agreement and in which cash shall not be
subject to withdrawal by check or draft.
"Custody Account" means each Securities custody account on your records
to which Financial Assets are or may be credited pursuant to this Agreement.
"Depository" means a Federal Reserve Bank and any clearing corporation
as defined in the Uniform Commercial Code.
"Entitlement Holder" means the person on the records of a Securities
Intermediary as the person having a Securities Entitlement against the
Securities Intermediary.
"Financial Assets" means Securities. As the context requires a
Financial Asset means either the interest itself or the means by which a
person's claim to it is evidenced, including a certificated or uncertificated
Security, a Security certificate, or a Securities Entitlement.
"Securities" means stocks, bonds, rights, warrants and other negotiable
and non-negotiable paper issued in certificated form or in uncertificated form
and commonly traded or dealt in on securities exchanges or financial markets,
and other obligations of an issuer, or shares, participations and interests in
an issuer recognized in an area in which it is issued or dealt in as a medium
for investment and any other property as shall be acceptable to you for the
Custody Account.
"Securities Entitlement" means the rights and property interest of an
Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of
the Uniform Commercial Code.
"Securities Intermediary" means you, a Depository, and any other
financial institution which in the ordinary course of its business maintains
Securities accounts for others and acts in that capacity.
"Uniform Commercial Code" means Article 8 of the New York Uniform
Commercial Code, as amended.
TRANSACTIONS. Unless you receive contrary written instructions from us,
and subject to the further provisions of this Agreement, you are authorized:
(a) to receive all interest and dividends payable on the Financial
Assets credited to the Custody Account and to credit such interest and dividends
to the Cash Account;
(b) to credit to the Cash Account all proceeds received from sales and
redemptions of Financial Assets for the Custody Account;
(c) to debit the Cash Account for the cost of acquiring Financial
Assets for the Custody Account;
(d) to present Financial Assets (including coupons) for payment upon
maturity, when called for redemption and when income payments are due;
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(e) to exchange Financial Assets for other Financial Assets where the
exchange is purely ministerial as, for example, the exchange of Financial Assets
in temporary form for Financial Assets in definitive form or the mandatory
exchange of Financial Assets;
(f) to sell Financial Assets with fractional interests resulting from a
stock split or a stock dividend and to credit the Cash Account with the proceeds
thereof;
(g) to execute in our name, whenever you deem it appropriate, such
ownership and other certificates as may be required to obtain payments with
respect to, or to effect the sale, transfer or other disposition of, Financial
Assets in the Custody Account and to guarantee as our signature the signature so
affixed; and
(h) to receive and hold in the Custody Account Financial Assets which
have transfer limitations imposed upon them by the Securities Act of 1933, as
amended.
INSTRUCTIONS. You are authorized to rely and act upon all further
written instructions given or purported to be given by one or more officers,
employees or agents of ours (i) authorized by or in accordance with a corporate
resolution of ours delivered to you or (ii) described as authorized in a
certificate delivered to you by our Secretary or an Assistant Secretary or
similar officer of ours (each such officer, employee or agent or combination of
officers, employees and agents authorized pursuant to clause (i) or described
pursuant to clause (ii) of this paragraph is hereinafter referred to as an
"Authorized Officer"). (The term "instructions" includes, without limitation,
instructions to sell, assign, transfer, deliver, purchase or receive for the
Custody Account, any and all stocks, bonds and other Financial Assets or to
transfer funds in the Cash Account.) You may also rely and act upon instructions
when bearing or purporting to bear the facsimile signature or signatures of any
of the individuals designated by an Authorized Officer regardless of by whom or
by what means the actual or purported facsimile signature or signatures thereon
may have been affixed thereto if such facsimile signature or signatures resemble
the facsimile specimen or specimens from time to time furnished to you by any of
such Authorized Officers, our Secretary or an Assistant Secretary or similar
officer of ours. In addition, you may rely and act upon instructions received by
telephone, telex, facsimile transmission, bank wire or other teleprocess or
electronic instruction or trade information system acceptable to you which you
believe in good faith to have been given by an Authorized Officer or which are
transmitted with proper testing or authentication pursuant to terms and
conditions which you may specify. You may also rely and act upon instructions
transmitted electronically through your TITAN Data Entry System or any similar
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electronic instruction system acceptable to you. You shall incur no liability to
us or otherwise as a result of any act or omission by you in accordance with
instructions on which you are authorized to rely pursuant to the provisions of
this paragraph. Any instructions delivered to you by telephone shall promptly
thereafter be confirmed in writing by an Authorized Officer, but you shall incur
no liability for our failure to send such confirmation in writing, the failure
of any such written confirmation to conform to the telephone instructions which
you received, the failure of any such written confirmation to be signed or
properly signed, or your failure to produce such confirmation at any subsequent
time. You shall incur no liability for refraining from acting upon any
instructions which for any reason you, in good faith, are unable to verify to
your own satisfaction. With respect to instructions received hereunder to
transfer funds from the Cash Account to any other account or party, we agree to
implement any callback or other authentication method or procedure or security
device required by you at any time or from time to time. Unless otherwise
expressly provided, all authorizations and instructions shall continue in full
force and effect until canceled or superseded by subsequent authorizations or
instructions received by your safekeeping account administrator with reasonable
opportunity to act thereon. Your authorization to rely and act upon instructions
pursuant to this paragraph shall be in addition to, and shall not limit, any
other authorization which we may give you regarding our accounts with you.
We agree that, if you require test arrangements, authentication methods
or procedures or other security devices to be used with respect to instructions
which we may give hereunder, thereafter instructions given by us shall be given
and processed in accordance with terms and conditions for the use of such
arrangements, methods or procedures or devices as you may put into effect and
modify from time to time. We shall safeguard any testkeys, identification codes
or other security devices which you make available to us and agree that we shall
be responsible for any loss, liability or damage incurred by you or by us as a
result of your acting in accordance with instructions from any unauthorized
person using the proper security device, unless such unauthorized use is the
result of your negligence or willful misconduct. You may electronically record
any instructions given by telephone, and any other telephone discussions with
respect to the Custody Account or transactions pursuant to this Agreement.
If you are instructed by us to purchase or sell Financial Assets for
the Custody Account you may enter purchase and sale orders and confirmations,
and perform any other acts incidental or necessary to the performance thereof
with brokers or dealers or similar agents selected by you, including any broker
or dealer or similar agent affiliated with you, for our account and risk in
accordance with accepted industry practices in the relevant market.
Except as may be provided otherwise in this Agreement, you are
authorized to execute our instructions and take other actions pursuant to this
Agreement in accordance with your customary processing practices for customers
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similar to us and, in accordance with such practices, you may retain agents,
including subsidiaries or affiliates of yours, to perform any of your duties and
responsibilities under this Agreement.
In acting upon instructions to deliver Financial Assets against
payment, you are authorized, in accordance with customary securities processing
practices, to deliver such Financial Assets to the purchaser thereof or dealer
therefor (including to an agent for any such purchaser or dealer) against a
receipt, with the expectation of collecting payment from the purchaser, dealer
or agent to whom the Financial Assets were so delivered before the close of
business on the same day.
PAYMENT ORDERS. Funds credited to the Cash Account shall be transferred
by us by means of instruction (a "payment order") to one of your account
administrators assigned by you for the Custody Account, which you will identify
to us. We agree that payment orders and communications seeking to cancel or
amend payment orders which are issued by telephone, telecopier or in writing
shall be subject to a mutually agreed security procedure and you may execute or
pay payment orders issued in our name when verified by you in accordance with
such procedure.
In executing or paying a payment order you may rely upon the
identifying number (e.g. Fedwire routing number or account) or any party as
instructed in the payment order. We assume full responsibility for any
inconsistency between the name and identifying number of any party in payment
orders issued to you in our name.
REGISTRATION. Unless you receive contrary instructions from us, you are
authorized to keep Financial Assets in your own vaults or in book entry form
registered in your name or in the name of your nominee or nominees or, where
Financial Assets are eligible for deposit in a Depository, such as The
Depository Trust Company or Participants Trust Company, you may use any such
Depository and permit the registration of registered Financial Assets in the
name of its nominee or nominees, and we agree to indemnify and hold you and the
nominees harmless from any liability as holders of record. We shall accept the
return or delivery of Financial Assets of the same class and denomination as
those deposited with you by us or otherwise received by you for the Custody
Account, and you need not retain the particular certificates so deposited or
received.
If any of our Financial Assets registered in your name or the name of
your nominee or held in a Depository and registered in the name of the
Depository's nominee are called for partial redemption by the issuer of such
Financial Assets, you are authorized to allot the called portion to the
respective beneficial holders of the Financial Assets in any manner deemed to be
fair and equitable by you in your sole discretion.
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SEGREGATED ACCOUNT. Upon receipt of instructions from us you will
establish and maintain a segregated account or accounts on your records for and
on our behalf, in which may be credited cash and/or Financial Assets:
(a) in accordance with the provisions of an agreement among us and a
broker-dealer (registered under the Securities and Exchange Act of 1934
("Exchange Act") and a member of the National Association of Securities Dealers,
Inc. ("NASD"), or any futures commission merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the Options Clearing
Corporation and of any registered national securities exchange (or the
Commoditiy Futures Trading Commission or any registered contract market), or of
any similar organization, regarding escrow or other arrangements in connection
with the transactions by us;
(b) for the purpose of segregating cash or financial assets with
options purchased or sold by us; and
(c) for other proper corporate purposes as per the instruction of an
Authorized Officer.
STATEMENTS. You shall notify us of each Financial Asset transaction
effected for the Custody Account and of income on and redemptions of the
Financial Assets in the Custody Account, as well as furnish us a listing of such
Financial Assets, at such times upon which you and we mutually agree. Periodic
statements shall be rendered to us as we may reasonably require, but not less
frequently than monthly. You shall at all times maintain proper books and
records that shall identify the Financial Assets as ours. Your books and records
relating to the Custody Account shall be available for inspection upon
reasonable notice to you during your regular business hours by duly authorized
officers, employees, or agents of ours, or by legally authorized regulatory
officials who are then in the process of reviewing our financial affairs upon
proof to you of such official status.
Unless we shall send to you a written exception or objection to any
statement of account within 60 days of our receipt of such statement from you,
we shall be deemed to have approved such statement. In such event, or where we
have otherwise approved such statement, you shall, to the extent permitted by
law, be 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 we and all
persons having or claiming an interest in the Custody Account or Cash Account
were parties.
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CORPORATE ACTIONS. You shall send us such proxies (signed in blank, if
issued in your name or the name of your nominee or a nominee of a Depository)
and communications with respect to Financial Assets in the Custody Account as
call for voting or relate to legal proceedings within a reasonable time after
sufficient copies are received by you for forwarding to customers. In addition,
you shall follow coupon payments, redemptions, exchanges or similar matters with
respect to Financial Assets in the Custody Account and advise us of rights
issued, tender offers or any other discretionary rights with respect to such
Financial Assets, in each case, of which you receive notice at your central
corporate actions department from the issuer or from the Depository in which
such Financial Assets are maintained or notice published in publications and
reported in reporting services routinely used by you for this purpose.
CUSTODIAN RESPONSIBILITY. You shall exercise reasonable care in the
performance of your duties in accordance with the commercial standards and
market practices in the relevant market. In respect of all your duties and
obligations pursuant to the terms of this Agreement, you shall be liable to us
only to the extent of our general damages suffered or incurred as a result of
any act or omission of you or your officers, employees or agents which
constitutes negligence or willful misconduct. General damages shall mean only
those damages as directly and necessarily result from such act or omission
without reference to any special conditions or circumstances of ours or of any
transaction, whether or not you have been advised of any such special conditions
or circumstances. Anything in this Agreement to the contrary notwithstanding, in
no event shall you be liable to us under this Agreement for special, indirect or
consequential loss or damage of any kind whatsoever, whether or not you are
advised as to the possibility of such loss or damage and regardless of the form
of action in which any such loss or damage may be claimed.
You shall not be liable for the acts or omissions of (or the bankruptcy
or insolvency of) any Depository. If, however, as a result of any act or
omission of, or the bankruptcy or insolvency of, any Depository we suffer any
loss or liability, you will take such steps with respect thereto in order to
effect a recovery as you shall reasonably deem appropriate under the
circumstances (including the bringing and settling of legal proceedings),
provided that unless you shall be liable as set forth in the immediately
preceding paragraph of this Agreement, for such loss or liability by virtue of
the negligence or misconduct of you or your officers, employees or agents, the
amount of any cost or expense in effecting, or attempting to effect, such
recovery shall be for our account, and you shall have the right to charge such
cost or expense to the Cash Account. We further agree to be bound by the
Depository rules and procedures applicable to you as a participant in respect of
any Financial Assets held by you in your account with such Depository.
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All collection and receipt of funds or Financial Assets and all payment
and delivery of funds or Financial Assets under this Agreement shall be made by
you as our agent, at our risk with respect to our actions or omissions and those
of persons other than you, including, without limitation, the risk associated
with the securities processing practice of delivering Financial Assets against a
receipt and the risk that the counterparty in any transaction into which we
enter will not transfer funds or Financial Assets or otherwise perform in
accordance with our expectation of its obligations thereunder (including,
without limitation, where, as a result of such nonperformance, a Depository
reverses, or requires repayment of, any credit given in connection with the
transfer of Financial Assets).
In no event shall you be responsible or liable for any loss due to
forces beyond your control, including, but not limited to, acts of God, flood,
fire, nuclear fusion, fission or radiation, war (declared or undeclared),
terrorism, insurrection, revolution, riot, strikes or work stoppages for any
reason, embargo, closure or disruption of any market, government action,
including any laws, ordinances, regulations or the like which restrict or
prohibit the providing of the services contemplated by this Agreement, inability
to obtain equipment or communications facilities, or the error in transmission
of information caused by any machines or systems or the failure of equipment or
interruption of communications facilities, and other causes whether or not of
the same class or kind as specifically named above. In the event that you are
unable substantially to perform for any of the reasons described in the
immediately preceding sentence, you shall so notify us as soon as reasonably
practicable.
You shall be responsible for only those duties expressly stated in this
Agreement or expressly contained in instructions to perform the services
described herein given to you pursuant to the provisions of this Agreement and
accepted by you and, without limiting the foregoing, you shall have no duty or
responsibility:
(a) to question instructions, to supervise the investment of, or make
recommendations with respect to the purchase, retention or sale of, Financial
Assets relating to the Custody Account, to review or reconcile trade
confirmations received from brokers, or to maintain for your benefit any
insurance on Financial Assets in the Custody Account;
(b) with regard to any Financial Asset in the Custody Account as to
which a default in the payment of principal or interest has occurred, (i) to
give notice of default or make demand for payment to the issuer, or (ii) to take
any other action with respect to such default, except, in each instance, where
you have been requested by us and you have agreed in writing to do so;
(c) except as otherwise specifically provided in this section under the
heading "Custodian Responsibility", for any act or omission, or for the solvency
or insolvency, or notice to us of the solvency or insolvency, of any broker
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or agent which is selected by you with reasonable care or by us or any other
person to effect any transaction for the Custody Account or to perform any
service under this Agreement;
(d) to evaluate, or report to us regarding, the financial condition of
any person, firm or corporation to which you deliver Financial Assets or funds
pursuant to this Agreement;
(e) for any loss occasioned by delay in the actual receipt of notice by
you of any payment, redemption or other transaction in respect to which you are
authorized to take some action pursuant to this Agreement; or
(f) for any errors or omissions made by any pricing services used by
you to value Financial Assets credited to the Custody Account as part of any
service subscribed to by us from you.
SETTLEMENTS. We agree with you that all credits of Financial Assets and
proceeds by you to the Custody Account and the Cash Account, respectively, on
the settlement or payable date shall be provisional when made and you shall be
entitled to reverse any such credits subject to actual receipt or collection of
immediately available funds, and you shall have the right to reverse any such
provisional credits or erroneous entries to the Cash Account retroactively to
the date upon which the correct entry, or no entry, should have been made.
We shall have sufficient immediately available funds each day in the
Cash Account to pay for the settlement of all Financial Assets delivered against
payment to you and credited to the Custody Account. Should we fail to have
sufficient immediately available funds in the Cash Account to settle these
deliveries of Financial Assets pursuant to the preceding sentence (a "Deficit"),
you, in your sole discretion, may elect (i) to reject the settlement of any or
all of the Financial Assets delivered to you that day to the Custody Account,
(ii) to settle the deliveries on our behalf and debit the Cash Account (A) for
the amount of such Deficit and (B) for the amount of the funding or other cost
or expense incurred or sustained by you for our failure to have sufficient
immediately available funds in the Cash Account by the applicable settlement
deadlines for you, or (iii) to reverse the posting of the Financial Assets
credited to the Custody Account.
The foregoing rights are in addition to and not in limitation of any
other rights or remedies available to you under this Agreement or otherwise. Any
advances made by you to us in connection with the purchase, sale, redemption,
transfer or other designation of Financial Assets or in connection with
disbursements of funds to any party, which create or result in an overdraft in
the Cash Account shall be deemed a loan by you to us, payable on demand, and
bear interest on the amount of the loan each day that the loan remains unpaid at
your
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prime rate in effect as announced by you from time to time (unless another rate
has been separately agreed upon, in writing, between you and us in respect of
such advances).
No prior action or course of dealing on your part with respect to the
settlement of Financial Asset transactions on our behalf shall be used by or
give rise to any claim or action by us against you for your refusal to pay or
settle for Financial Asset transactions we have not timely funded as required
herein.
RESPONSIBLE AS PRINCIPAL. We agree that we shall be responsible to you
as a principal for all of our obligations to you arising under or in connection
with this Agreement, notwithstanding that we may be acting on behalf of other
persons, and we warrant our authority to deposit in the Custody Account and Cash
Account, respectively, any Financial Assets and funds which you or your agents
receive therefor and to give instructions relative thereto. We further agree
that you shall not be subject to, nor shall your rights and obligations with
respect to this Agreement and the Custody Account or the Cash Account be
affected by, any agreement between us and any such person.
CREDITING AND DEBITING PROCEDURES. With respect to all transactions for
the Custody Account and the Cash Account, including, without limitation,
dividend and interest payments and sales and redemptions of Financial Assets,
availability of funds credited to the Custody Account and Cash Account shall be
based on the type of funds used in the trade settlement or payment, including,
but not limited to, same day availability for federal or same day funds and next
business day availability for clearing house or next day funds. Furthermore,
with respect to all purchases and sales of Financial Assets for the Custody
Account, the proceeds from the sale of Financial Assets shall be credited to the
Cash Account on the date proceeds are received by you and the cost of Financial
Assets purchased shall be debited to the Cash Account on the date Financial
Assets are received by you, unless we request your contractual settlement
service for the Custody Account in which case the following provisions shall
apply with respect to the delivery and receipt of Financial Assets for the
Custody Account for those Financial Assets and transactions as to which you
customarily offer this service.
(a) When we instruct you to deliver or receive Financial Assets, on the
contractual settlement date you shall credit the Cash Account with the expected
proceeds of the transaction and debit the Custody Account for the Financial
Assets which we have instructed you to deliver, in the case of deliveries, and
debit the Cash Account for the cost of the Financial Assets which we have
instructed you to receive and credit the Custody Account with such Financial
Assets, in the case of receives. These credits and debits are provisional
accounting entries which you shall reverse on our instructions and which you may
reverse,
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even in the absence of instructions from us, if the transaction with respect to
which they were made fails to settle within a reasonable period, determined by
you in your discretion, after the contractual settlement date, except that if
you deliver Financial Assets which are returned by the recipient thereof, you
may reverse such credits and debits at any time. You have no obligation to use
this crediting and debiting procedure with respect to a delivery of Financial
Assets if we do not have actually in our account sufficient Financial Assets to
make the delivery.
(b) As with other transactions processed by you, your responsibility
with respect to transactions for which you use this crediting and debiting
procedure shall be governed by the provisions of this Custody Agreement,
including the section headed "Custodian Responsibility". We agree that your
using this procedure is not an assurance by you that the transaction will
actually settle on the contractual settlement date and does not impose any
additional responsibility on you with respect to the transaction. Without
limiting your right to reverse credits and debits described above, the account
statements which you furnish to us shall reflect transactions as to which you
use this procedure as if they had actually settled on the contractual settlement
date, unless prior to the date to which the statement relates, you have reversed
such credits and debits.
(c) We agree that you may terminate this contractual settlement service
to us at any time and for any reason.
With respect to Financial Assets or transactions as to which you do not
customarily offer this service, you shall (i) in the case of deliveries of
Financial Assets, credit the proceeds of the transaction to the Cash Account on
the date they are received by you and debit the Financial Assets from the
Custody Account on the date they are delivered by you, and (ii) in the case of
Financial Assets received, debit the Cash Account for the cost of such Financial
Assets and credit the Custody Account with such Financial Assets on the date the
Financial Assets are received by you.
TAXES. Unless we have already done so, we shall deliver promptly to you
with respect to each Custody Account established under this Agreement, two duly
completed and executed copies of the proper United States Internal Revenue
Service Form W-9, certifying our status as a United States person and that we
are entitled to receive United States source payments under or in connection
with this Agreement without deduction as withholding or at a reduced rate of
withholding for United States federal income taxes We agree to provide duly
executed and completed updates of such form (or successor applicable form), on
or before the date that such form expires or becomes obsolete or after the
occurrence of an event requiring a change in the most recent form previously
delivered by us to you. We shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account.
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You are authorized to deduct from the cash received or credited to the
Cash Account any taxes or levies required by any revenue or governmental
authority for whatever reason in respect of the Custody Account.
We agree to pay, indemnify and hold you harmless from and against any
and all liabilities, penalties, interest or additions to tax with respect to, or
resulting from, any delay in, or failure by, you (i) to pay, withhold or report
any Federal, state, local or foreign taxes imposed on, or in respect of, the
property held in the Custody Account(s), or this Agreement, or (ii) to report
interest, dividend or other income paid or credited to the Cash Account, whether
such failure or delay by you to pay, withhold or report tax or income is a
result of (x) our failure to comply with the terms of this section, or (y) your
own acts or omissions; provided, however, we shall not be liable to you for any
penalty or additions to tax due as a result of your failure to pay or withhold
tax or to report to us interest, dividend or other income paid or credited to
the Cash Account solely as a result of your negligent acts or omissions.
FEES. We agree to pay you compensation for your services pursuant to
this Agreement at the fees of which you shall notify us from time to time.
INDEMNIFICATION. (a) We agree to indemnify and hold you and your
directors, officers, agents and employees (collectively the "Indemnitees")
harmless from and against any and all claims, liabilities, losses, damages,
fines, penalties, and expenses, including out-of-pocket and incidental expenses
and legal fees ("Losses") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them for following any instructions or other
directions upon which you are authorized to rely pursuant to the terms of this
Agreement.
(b) In addition to and not in limitation of paragraph (a) immediately
above, we also agree to indemnify and hold the Indemnitees and each of them
harmless from and against any and all Losses that may be imposed on, incurred
by, or asserted against, the Indemnitees or any of them in connection with or
arising out of your performance under this Agreement, provided the Indemnitees
have not acted with negligence or engaged in willful misconduct.
SECURITY INTEREST. We hereby pledge, assign and grant to you a
continuing security interest in the Financial Assets in the Custody Account and
any Financial Assets in your possession and under your control for credit to the
Custody Account, as security for any and all obligations, matured or unmatured,
direct or indirect, absolute or contingent, now due or hereafter to become due
from us to you pursuant to this Agreement.
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SET-OFF. You may, without notice to us, set-off any sums held for us or
standing to the credit of any of our cash accounts with you in and toward the
satisfaction of any obligation of us to you under this Agreement, whether or not
any such sums or credits or obligations are matured or unmatured, direct or
indirect, absolute or contingent, and may do so notwithstanding that the
accounts may be maintained at different branches of yours and may not be
expressed in the same currency.
TERMINATION. Either party may terminate this Agreement at any time upon
thirty days written notice. Notice by us shall specify the names of the persons
to whom you shall deliver the securities in the Custody Account and to whom the
cash in the Cash Account shall be paid. If notice of termination is given by
you, we shall, within thirty (30) days following the giving of such notice,
deliver to you a written notice specifying the names of the persons to whom you
shall deliver the securities in the Custody Account and to whom the Cash in the
Cash Account shall be paid. In either case, you will deliver such securities and
cash to the persons so specified. You may in your discretion withhold from such
delivery such cash and securities as may be necessary to settle transactions
pending at the time of such delivery. If within thirty (30) days following the
giving of a notice of termination by you, you do not receive from us a written
notice specifying the names of the persons to whom you shall deliver the
securities in the Custody Account and to whom the cash in the Cash Account shall
be paid, you may, at your election, deliver such securities and pay such cash 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 may continue to
hold such securities and cash until a written notice as aforesaid is delivered
to you, provided that your obligations shall be limited to safekeeping. Our
obligations pursuant to the paragraphs under the headings "Registration",
"Settlements", "Fees", "Indemnification," "Taxes" and "Security Interest" shall
survive the termination of this Agreement.
NOTICES. Notices with respect to termination, specification of
Authorized Officers and terms and conditions for instructions required hereunder
shall be in writing, and shall be deemed to have been duly given if delivered
personally, and when delivered by courier service or by mail, postage prepaid
when received, to the following addresses (or to such other address as either
party hereto may from time to time designate by notice duly given in accordance
with this paragraph):
To us at:
Northwestern Mutual Series Fund, Inc.
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c/o The Northwestern Mutual Life Insurance Company
Attn: Public Markets/Investment Operations
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
To you, to the attention of the individual designated by you as the
safekeeping account administrator for our account, at:
The Chase Manhattan Bank
Global Investor Services North America Insurance
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxx, X.X. 00000
GOVERNING LAW, SUCCESSORS AND ASSIGNS, HEADINGS. This Agreement shall
be governed by and construed in accordance with the internal laws of the State
of New York, and shall be binding on our and your respective successors and
assigns. The headings of the paragraphs hereof are included for convenience of
reference only and do not form a part of this Agreement.
PRIOR PROPOSALS. This Agreement (including any Riders relating to
additional services in respect of the Custody Account we may request of you)
shall contain the complete agreement of the parties hereto with respect to the
Custody Account (except as may be expressly provided to the contrary herein) and
supersedes and replaces any previously made proposals, representations,
warranties or agreements with respect thereto by either or both of the parties
hereto. This Agreement shall become effective upon execution hereof by us and
acceptance by you.
SEPARABILITY. Any provisions of this Agreement which may be determined
by competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
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RESERVATION OF RIGHT. You shall have the right not to accept for
deposit to the Custody Account any Financial Assets which are in a form or
condition which you, in your sole discretion, determine not to be suitable for
the services you provide under this Agreement.
Your rights and remedies under this Agreement are in addition to, and
not in limitation of, any other rights and remedies you may have under
applicable law.
ADDITIONAL DUTIES. If we shall ask you to perform duties or
responsibilities not specifically set forth in this Agreement and you choose to
perform such additional duties or responsibilities, you shall be held to the
same standard of care and you shall be entitled to all the protective provisions
(including but not limited to limitation of liability and indemnification) set
forth herein.
COUNTERPARTS. This Agreement may be executed in several counterparts
each of which shall be deemed to be an original and together shall constitute
one and the same agreement.
MERGERS. Any corporation or banking assciation into which you may be
merged or with which you may be consolidated, or any corporation or banking
association resulting from any merger or consolidation to which you shall be a
party, or any corporation or banking association succeeding to your corporate
custody business, shall succeed to all your rights, obligations and immunities
hereunder without the execution or filing of any paper or further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.
REPRESENTATION. You represent and warrant that you are qualified as a
custodian under Section 26(a) of the Investment Company Act of 1940 and warrant
that you will remain so qualified or upon ceasing to be so qualified shall
promptly notify us in writing.
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NORTHWESTERN MUTUAL SERIES
FUND, INC.
By:
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Title:
----------------------
Date:
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Accepted by:
THE CHASE MANHATTAN BANK
By:
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Title:
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Date:
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