CHASE
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GLOBAL CUSTODY AGREEMENT
BETWEEN
[ FIRSTAR BANK MILWAUKEE N.A. AND FIRSTAR FUNDS, INC.
AND
THE CHASE MANHATTAN BANK
November 3, 1999
GLOBAL CUSTODY AGREEMENT
TABLE OF CONTENTS
PAGE
1. INTENTION OF THE PARTIES; DEFINITIONS.......................................1
1.1 Intention of the Parties...........................................1
1.2 Definitions........................................................1
2. WHAT BANK IS REQUIRED TO DO.................................................3
2.1 Set Up Accounts....................................................3
2.2 Cash Account.......................................................4
2.3 Segregation of Assets; Nominee Name................................4
2.4 Settlement of Trades...............................................4
2.5 Contractual Settlement Date Accounting.............................5
2.6 Actual Settlement Date Accounting..................................5
2.7 Income Collection; Autocredit......................................5
2.8 Fractions/ Redemptions by Lot......................................6
2.9 Presentation of Coupons; Certain Other Ministerial Acts............6
2.10 Corporate Actions..................................................6
2.11 Proxy Voting.......................................................7
2.12 Statements and Information Available On-Line.......................8
2.13 Access to Bank's Records...........................................9
2.14 Maintenance of Financial Assets at Bank and Subcustodian
Locations..........................................................9
2.15 Tax Reclaims.......................................................9
2.16 Foreign Exchange Transactions......................................9
3. INSTRUCTIONS...............................................................10
3.1 Acting on Instructions; Unclear Instructions......................10
3.2 Confirmation of Oral Instructions/ Security Devices...............10
3.3 Instructions; Contrary to Law/Market Practice.....................11
3.4 Cut-Off Times.....................................................11
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK.............................11
4.1 Fees and Expenses.................................................11
4.2 Overdrafts........................................................11
4.3 Bank's Right Over Securities; Set-off.............................11
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS...................12
5.1 Appointment of Subcustodians; Use of Securities Depositories......12
5.2 Liability for Subcustodians.......................................13
5.3 Use of Agents.....................................................13
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER.................................14
6.1 Representations of Customer.......................................14
6.2 Customer to Provide Certain Information to Bank...................14
6.3 Customer is Liable to Bank Even if it is Acting for
Another Person....................................................14
7. WHEN BANK IS LIABLE TO CUSTOMER............................................14
7.1 Standard of Care; Liability.......................................14
7.2 Force Majeure.....................................................15
7.3 Bank May Consult With Counsel.....................................15
7.4 Bank Provides Diverse Financial Services and May Generate
Profits as a Result...............................................15
8. TAXATION...................................................................16
8.1 Tax Obligations...................................................16
8.2 Tax Reclaims......................................................16
9. TERMINATION................................................................17
10.MISCELLANEOUS..............................................................17
10.1 Notices...........................................................17
10.2 Successors and Assigns............................................18
10.3 Interpretation....................................................18
10.4 Entire Agreement..................................................18
10.5 Information Concerning Deposits at Bank's London Branch...........18
10.6 Confidentiality...................................................18
10.7 Insurance.........................................................19
10.8 Governing Law and Jurisdiction....................................19
10.9 Severability and Waiver; Counterparts.............................19
10.10 Year 2000.........................................................19
10.11 Separate Portfolios...............................................20
GLOBAL CUSTODY AGREEMENT
This Agreement, dated as of October , 1999, is among THE CHASE
MANHATTAN BANK ("BANK"), with a place of business at 000 Xxxx Xxxxxx, Xxx Xxxx,
XX; Firstar Bank Milwaukee, N.A. ("CUSTOMER") with a place of business at 000 X.
Xxxxxxxxx Xxx., Xxxxxxxxx, XX 00000; and Firstar Funds, Inc. ("Company"), with a
place of business at 000 X. Xxxxxxxx Xx., Xxxxxxxxx, XX 00000 on behalf of its
International Equity Fund and its Core International Equity Fund.
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES.
(a) This Agreement sets out the terms governing custodial, settlement and
certain other associated services offered by Bank to Customer. Bank will be
responsible for the performance of only those duties that are set forth in this
Agreement or expressly contained in Instructions that are consistent with the
provisions of this Agreement and with Bank's operations and procedures. Customer
acknowledges that Bank is not providing any legal, tax or investment advice in
providing the services hereunder.
(b) Investing in foreign markets may be a risky enterprise. The holding of
Financial Assets and cash in foreign jurisdictions may involve risks of loss or
other special features. Bank will not be liable for any loss that results from
the general risks of investing or Country Risk.
1.2 DEFINITIONS.
(a) As used herein, the following terms have the meaning hereinafter stated.
"ACCOUNT" has the meaning set forth in Section 2.1 of this Agreement.
"AFFILIATE" means an entity controlling, controlled by, or under common
control with, Bank.
"AFFILIATED SUBCUSTODIAN" means a Subcustodian that is an Affiliate.
"APPLICABLE LAW" means any statute, whether national, state or local,
applicable in the United States or any other country, the rules of the treaty
establishing the European Community, any other law, rule, regulation or
interpretation of any governmental entity, any applicable common law, and any
decree, injunction, judgment, order, ruling, or writ of any governmental entity.
"AUTHORIZED PERSON" means any person (including an investment manager
or other agent) who has been designated by written notice from Customer or its
designated agent to act on behalf of Customer hereunder. Such persons will
continue to be Authorized Persons until such time as Bank receives Instructions
from Customer or its designated agent that any such person is no longer an
Authorized Person.
"BANK INDEMNITEES" means Bank, its Subcustodians, and their respective
nominees, directors, officers, employees and agents.
"BANK'S LONDON BRANCH" means the London branch office of The Chase
Manhattan Bank.
"CASH ACCOUNT" has the meaning set forth in Section 2.1 (a)(ii).
"CORPORATE ACTION" means any subscription right, bonus issue, stock
repurchase plan, redemption, exchange, tender offer, or similar matter with
respect to a Financial Asset in the Securities Account that require
discretionary action by the holder, but does not include proxy voting.
"COUNTRY RISK" means the risk of investing or holding assets in a
particular country or market, including, but not limited to, risks arising from
nationalization, expropriation or other governmental actions; regulations of
banking or securities industries, including changes in market rules; currency
restrictions, devaluations or fluctuations; and market conditions affecting the
orderly execution of securities transactions or the value of assets.
"ENTITLEMENT HOLDER" means the person named on the records of a
Securities Intermediary as the person having a Securities Entitlement against
the Securities Intermediary.
"FINANCIAL ASSET" means, as the context requires, either the asset
itself or the means by which a person's claim to it is evidenced, including a
Security, a security certificate, or a Securities Entitlement. "FINANCIAL ASSET"
does not include cash.
"INSTRUCTIONS" has the meaning set forth in Section 3.1 of this
Agreement.
"LIABILITIES" means any liabilities, losses, claims, costs, damages,
penalties, fines, obligations, or expenses of any kind whatsoever (including,
without limitation, reasonable attorneys', accountants', consultants' or
experts' fees and disbursements).
"SECURITIES" means stocks, bonds, rights, warrants and other negotiable
and non-negotiable instruments, whether issued in certificated or uncertificated
form, that are commonly traded or dealt in on securities exchanges or financial
markets. "SECURITIES" also means other obligations of an issuer, or shares,
participations and interests in an issuer recognized in the country in which it
is issued or dealt in as a medium for investment and any other property as may
be acceptable to Bank for the Securities Account.
"SECURITIES ACCOUNT" means each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant hereto.
"SECURITIES DEPOSITORY" has the meaning set forth in Section 5.1 of
this Agreement.
"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
Article 8 of the Uniform Commercial Code of the State of New York, as the same
may be amended from time to time.
"SECURITIES INTERMEDIARY" means Bank, a Subcustodian, a Securities
Depository, and any other financial institution which in the ordinary course of
business maintains custody accounts for others and acts in that capacity.
"SUBCUSTODIAN" has the meaning set forth in Section 5.1 and includes
Affiliated Subcustodians.
(b) All terms in the singular will have the same meaning in the plural unless
the context otherwise provides and visa versa.
2. WHAT BANK IS REQUIRED TO DO
2.1 SET UP ACCOUNTS.
(a) Bank will establish and maintain the following accounts ("ACCOUNTS"):
(i) a Securities Account in the name of Customer on
behalf of Company's International Equity Fund and a
Securities Account in the name of Customer on behalf
of Company's Core International Equity Fund for
Financial Assets, which may be received by Bank or
its Subcustodian for the account of Customer on
behalf of Company's International Equity Fund or on
behalf of Company's Core International Equity Fund,
including as an Entitlement Holder; and
(ii) an account in the name of Customer on behalf of
Company's International Equity Fund and an account in
the name of Customer on behalf of Company's Core
International Equity Fund (each a "CASH ACCOUNT") for
any and all cash in any currency received by Bank or
its Subcustodian for the account of Customer.
Notwithstanding paragraph (ii), cash held in respect of those markets where
Customer is required to have a cash account in its own name held directly with
the relevant Subcustodian will be held in that manner and will not be part of a
Cash Account.
(b) At the request of Customer, additional Accounts may be opened in the future,
which will be subject to the terms of this Agreement.
2.2 CASH ACCOUNT.
Except as otherwise provided in Instructions acceptable to Bank, all
cash held in the Cash Account will be deposited during the period it is credited
to the Accounts in one or more deposit accounts at Bank or at Bank's London
Branch. Any cash so deposited with Bank's London Branch will be payable
exclusively by Bank's London Branch in the applicable currency, subject to
compliance with any applicable laws, regulations, governmental decrees or
similar orders.
2.3 SEGREGATION OF ASSETS; NOMINEE NAME.
(a) Bank will identify in its records that Financial Assets credited to
Customer's Securities Account belong to Customer on behalf of Company's
International Equity Fund or to Customer on behalf of Company's Core
International Equity Fund (except as otherwise may be agreed by Bank and
Customer).
(b) Bank will require each Subcustodian to identify in its own records that
Financial Assets credited to Customer's Securities Account belong to customers
of Bank (to the extent permitted by Applicable Law or market practice), such
that it is readily apparent that the Financial Assets do not belong to Bank or
the Subcustodian.
(c) Bank is authorized, in its discretion, to hold in bearer form, such
Financial Assets as are customarily held in bearer form; and to register in the
name of Customer on behalf of Company's International Equity Fund or Customer on
behalf of Company's Core International Equity Fund, Bank, a Subcustodian, a
Securities Depository, or their respective nominees, such Financial Assets as
are customarily held in registered form. Customer authorizes Bank or its
Subcustodian to hold Financial Assets in omnibus accounts and will accept
delivery of Financial Assets of the same class and denomination as those
deposited with Bank or its Subcustodian.
2.4 SETTLEMENT OF TRADES.
When Bank receives an Instruction directing settlement of a trade in
Financial Assets that includes all information required by Bank, Bank will use
reasonable care to effect such settlement as instructed. Settlement of purchases
and sales of Financial Assets will be conducted in accordance with prevailing
standards of the market in which the transaction occurs. The risk of loss will
be Customer's whenever Bank delivers Financial Assets or payment in accordance
with applicable market practice in advance of receipt or settlement of the
expected consideration. In the case of the failure of Customer's counterparty to
deliver the expected consideration as agreed, Bank will contact the counterparty
to seek settlement, but Bank will not be obligated to institute legal
proceedings, file proof of claim in any insolvency proceeding, or take any
similar action. In connection with the foregoing, Bank may act for Customer (at
Customer's expense) upon Instructions after consultation with Customer.
2.5 CONTRACTUAL SETTLEMENT DATE ACCOUNTING.
(a) Bank will effect book entries on a "contractual settlement date accounting"
basis as described below with respect to the settlement of trades in those
markets where Bank generally offers contractual settlement day accounting and
will notify Customer of these markets from time to time.
(i) SALES: On the settlement date for a sale, Bank will
credit the appropriate Cash Account with the sale
proceeds of the sale and transfer the relevant
Financial Assets to an account pending settlement of
the trade if not already delivered.
(ii) PURCHASES: On the settlement date for the purchase
(or earlier, if market practice requires delivery of
the purchase price before the settlement date), Bank
will debit the appropriate Cash Account with the
settlement monies and credit a separate account. Bank
then will post the appropriate Securities Account as
awaiting receipt of the expected Financial Assets.
Customer will not be entitled to the delivery of
Financial Assets that are awaiting receipt until Bank
or a Subcustodian actually receives them.
Bank reserves the right to restrict in good faith the availability of
contractual day settlement accounting for credit reasons.
(b) Bank may (in its discretion) upon oral or written notification to Customer
reverse any debit or credit made pursuant to Section 2.5(a) prior to a
transaction's actual settlement, and Customer will be responsible for any costs
or liabilities resulting from such reversal. Customer acknowledges that the
procedures described in this sub-section are of an administrative nature, and
Bank does not undertake to make loans and/or Financial Assets available to
Customer.
2.6 ACTUAL SETTLEMENT DATE ACCOUNTING.
With respect to any sale or purchase transaction that is not posted to
the Account on the contractual settlement date as referred to in Section 2.5,
Bank will post the transaction on the date on which the cash or Financial Assets
received as consideration for the transaction is actually received by Bank.
2.7 INCOME COLLECTION; AUTOCREDIT.
(a) Bank will credit the appropriate Cash Account with income and redemption
proceeds on Financial Assets in accordance with the times notified by Bank from
time to time on or after the anticipated payment date, net of any taxes that are
withheld by Bank or any third party. Where no time is specified for a particular
market, income and redemption proceeds from Financial Assets will be credited
only after actual receipt and reconciliation. Bank may reverse such credits upon
oral or written notification to Customer that Bank believes that the
corresponding payment will not be received by Bank within a reasonable period or
such credit was incorrect.
(b) Bank will make reasonable endeavors in its discretion to contact appropriate
parties to collect unpaid interest, dividends or redemption proceeds, but
neither Bank nor its Subcustodians will be obliged to file any formal notice of
default, institute legal proceedings, file proof of claim in any insolvency
proceeding, or take any similar action.
2.8 FRACTIONS/ REDEMPTIONS BY LOT.
Bank may sell fractional interests in Financial Assets and credit the
appropriate Cash Account with the proceeds of the sale. If some, but not all, of
an outstanding class of Financial Asset is called for redemption, Bank may allot
the amount redeemed among the respective beneficial holders of such class of
Financial Asset in any manner Bank deems to be fair and equitable.
2.9 PRESENTATION OF COUPONS; CERTAIN OTHER MINISTERIAL ACTS.
Until Bank receives Instructions to the contrary, Bank will:
(a) present all Financial Assets for which Bank has received notice of a call
for redemption or that have otherwise matured, and all income and interest
coupons and other income items that call for payment upon presentation;
(b) execute in the name of Customer such certificates as may be required to
obtain payment in respect of Financial Assets; and
(c) exchange interim or temporary documents of title held in the Securities
Account for definitive documents of title.
2.10 CORPORATE ACTIONS.
(a) Bank will follow Corporate Actions and promptly advise Customer of those
Corporate Actions of which Bank's central corporate actions department receives
notice from the issuer or from the Securities Depository in which such Financial
Assets are maintained or notice published in publications and reported in
reporting services routinely used by Bank for this purpose.
(b) If an Authorized Person fails to provide Bank with timely Instructions with
respect to any Corporate Action, neither Bank nor its Subcustodians or their
respective nominees will take any action in relation to that Corporate Action,
except as otherwise agreed in writing by Bank and Customer or as may be set
forth by Bank as a default action in the advice it provides under Section 2.10
(a) with respect to that Corporate Action. Until further Instruction from
Customer to the contrary, where 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, Bank shall use reasonable
efforts to obtain Instructions from Customer or its Authorized Person, but if
Instructions are not received in time for Bank to take timely action, or actual
notice of such Corporate Action was received too late to seek Instructions, 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 and without negligence, to be appropriate in which case it shall
be held harmless for any such action.
2.11 PROXY VOTING.
(a) Subject to and upon the terms of this sub-section, Bank will provide
Customer with information which it receives on matters to be voted upon at
meetings of holders of Financial Assets ("NOTIFICATIONS"), and Bank will act in
accordance with Customer's Instructions in relation to such Notifications ("THE
ACTIVE PROXY VOTING SERVICE"). If information is received by Bank at its proxy
voting department too late to permit timely voting by Customer, Bank's only
obligation is to provide, so far as reasonably practicable, a Notification (or
summary information concerning a Notification) on an "information only" basis.
(b) The active proxy voting service is available only in certain markets,
details of which are available from Bank on request. Provision of the active
proxy voting service is conditional upon receipt by Bank of a duly completed
enrollment form as well as additional documentation that may be required for
certain markets.
(c) Bank will act upon Instructions to vote on matters referred to in a
Notification, provided Instructions are received by Bank at its proxy voting
department by the deadline referred to in the relevant Notification. If
Instructions are not received in a timely manner, Bank will not be obligated to
provide further notice to Customer.
(d) Bank reserves the right to provide Notifications or parts thereof in the
language received. Bank will attempt in good faith to provide accurate and
complete Notifications, whether or not translated.
(e) Customer acknowledges that Notifications and other information furnished
pursuant to the active proxy voting service ("INFORMATION") are proprietary to
Bank and that Bank owns all intellectual property rights, including copyrights
and patents, embodied therein, except that the foregoing shall not apply to
information which is in the public domain or which Customer can demonstrate by
written evidence was obtained independently by Customer or Company without
wrongdoing. Accordingly, Customer will not make any use of such information
except in connection with the active proxy voting service.
(f) In markets where the active proxy voting service is not available or where
Bank has not received a duly completed enrollment form or other relevant
documentation, Bank will not provide Notifications to Customer but will endeavor
to act upon Instructions to vote on matters before meetings of holders of
Financial Assets where it is reasonably practicable for Bank (or its
Subcustodians or nominees as the case may be) to do so and where such
Instructions are received in time for Bank to take timely action (the "PASSIVE
PROXY VOTING SERVICE").
(g) Customer acknowledges that the provision of proxy voting services (whether
active or passive) may be precluded or restricted under a variety of
circumstances. These circumstances include, but are not limited to: (i) the
Financial Assets being on loan or out for registration, (ii) the pendency of
conversion or another corporate action, or (iii) Financial Assets being held at
Customer's request in a name not subject to the control of Bank or its
Subcustodian, in a margin or collateral account at Bank or another bank or
broker, or otherwise in a manner which affects voting, local market regulations
or practices, or restrictions by the issuer. Additionally, in some cases Bank
may be required to vote all shares held for a particular issue for all of Bank's
customers in the same way. Bank will inform Customer where this is the case.
(h) Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise hereunder, in performing
active or passive voting proxy services Bank will be acting solely as the agent
of Customer, and will not exercise any discretion with regard to such proxy
services or vote any proxy except when directed by an Authorized Person.
2.12 STATEMENTS AND INFORMATION AVAILABLE ON-LINE.
(a) Bank will issue statements to Customer at times mutually agreed identifying
the Financial Assets and cash in the Accounts. Bank also will provide additional
statements containing this information upon Customer's request. Additionally,
Bank will send (or, if agreed to in writing by Customer) make available on-line
to) Customer an advice or notification of any transfers of cash or Financial
Assets with respect to the Accounts. Bank will be not be liable with respect to
any matter set forth in those portions of any such statement to which Customer
has not given Bank a written exception or objection within sixty (60) days of
receipt of the statement, except that Bank shall be liable for its negligence in
preparing any such statement and in maintaining its own records.
(b) Prices and other information obtained from third parties which may be
contained in any statement sent to Customer have been obtained from sources Bank
believes to be reliable. Bank does not, however, make any representation as to
the accuracy of such information or that the prices specified necessarily
reflect the proceeds that would be received on a disposal of the relevant
Financial Assets. References in this Agreement to statements include any
statements in electronic form.
(c) Customer acknowledges that records and unaudited reports available to it
on-line will be unaudited and may not be accurate due to inaccurate pricing,
delays in updating Account records, and other causes. Bank will not be liable
for any loss or damage arising out of the inaccuracy of any such records or
unaudited reports accessed on-line.
2.13 ACCESS TO BANK'S RECORDS.
Bank will allow Customer's and a given Company's independent public
accountants such reasonable access to the records of Bank relating to Financial
Assets as is required in connection with their examination of books and records
pertaining to Customer's and a given Company's affairs. Subject to restrictions
under Applicable Law, Bank will also obtain an undertaking to permit Customer's
and a given Company's independent public accountants reasonable access to the
records of any Subcustodian of Securities held in the Securities Account as may
be required in connection with such examination.
2.14 MAINTENANCE OF FINANCIAL ASSETS AT BANK AND SUBCUSTODIAN LOCATIONS.
(a) Unless Instructions (as detailed in Article 3) require another location
acceptable to Bank, Financial Assets will be held in the country or jurisdiction
in which their principal trading market is located, where such Financial Assets
may be presented for payment, where such Financial Assets were acquired, or
where such Financial Assets are held. Bank reserves the right to refuse to
accept delivery of Financial Assets or cash in countries and jurisdictions other
than those referred to in Schedule 1 to this Agreement, as in effect from time
to time.
(b) Bank will not be obliged to follow an Instruction to hold Financial Assets
with, or have them registered or recorded in the name of, any person not chosen
by Bank. However, if Customer does instruct Bank to hold Securities with or
register or record Securities in the name of a person not chosen by Bank, the
consequences of doing so are at Customer's own risk and Bank will not be liable
therefor.
2.15 TAX RECLAIMS.
Bank will provide tax reclamation services as provided in Section 8.2.
2.16 FOREIGN EXCHANGE TRANSACTIONS.
To facilitate the administration of Customer's trading and investment
activity, Bank may, but will not be obliged to, enter into spot or forward
foreign exchange contracts with Customer, or an Authorized Person, and may also
provide foreign exchange contracts and facilities through its Affiliates or
Subcustodians. Instructions, including standing instructions, may be issued with
respect to such contracts, but Bank may establish rules or limitations
concerning any foreign exchange facility made available. In all cases where
Bank, its Affiliates or Subcustodians enter into a master foreign exchange
contract that covers foreign exchange transactions for the Accounts, the terms
and conditions of that foreign exchange contract and, to the extent not
inconsistent, this Agreement, will apply to such transactions.
3. INSTRUCTIONS
3.1 ACTING ON INSTRUCTIONS; UNCLEAR INSTRUCTIONS.
(a) Bank is authorized to act under this Agreement (or to refrain from taking
action) in accordance with the instructions received by Bank, via telephone,
telex, facsimile transmission, or other teleprocess or electronic instruction or
trade information system acceptable to Bank ("Instructions"). Bank will have no
responsibility for the authenticity or propriety of any Instructions that 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 that Bank may specify. Customer authorizes Bank to accept and act
upon any Instructions received by it without inquiry provided that such
acceptance and action was in good faith. Provided that the manner in which Chase
performed an Instruction did not constitute negligence or willful misconduct,
Customer will indemnify the Bank Indemnitees against, and hold each of them
harmless from, any Liabilities that may be imposed on, incurred by, or asserted
against the Bank Indemnitees as a result of any action or omission taken in
accordance with any Instructions or other directions upon which Bank is
authorized to rely under the terms of this Agreement.
(b) Unless otherwise expressly provided, all Instructions will continue in full
force and effect until canceled or superseded.
(c) Bank may (in its sole discretion and without affecting any part of this
Section 3.1) seek clarification or confirmation of an Instruction from an
Authorized Person and may decline to act upon an Instruction if it does not
receive clarification or confirmation satisfactory to it. Bank will not be
liable for any loss arising from any delay while it seeks such clarification or
confirmation.
(d) In executing or paying a payment order Bank may rely upon the identifying
number (e.g. Fedwire routing number or account) or any party as instructed in
the payment order. Customer assumes full responsibility for any inconsistency
between the name and identifying number of any party in payment orders issued to
Bank in Customer's name.
3.2 CONFIRMATION OF ORAL INSTRUCTIONS/ SECURITY DEVICES.
Any Instructions delivered to Bank by telephone will promptly
thereafter be confirmed in writing by an Authorized Person. Each confirmation is
to be clearly marked "Confirmation." Bank will not be liable for having followed
such Instructions notwithstanding the failure of an Authorized Person to send
such confirmation in writing or the failure of such confirmation to conform to
the telephone Instructions received. Either party may record any of their
telephonic communications. Customer will comply with any security procedures
reasonably required by Bank from time to time with respect to verification of
Instructions. Customer will be responsible for safeguarding any test keys,
identification codes or other security devices that Bank will make available to
Customer or any Authorized Person.
3.3 INSTRUCTIONS; CONTRARY TO LAW/MARKET PRACTICE.
Bank need not act upon Instructions which it reasonably
believes to be contrary to law, regulation or market practice but will be under
no duty to investigate whether any Instructions comply with Applicable Law or
market practice.
3.4 CUT-OFF TIMES.
Bank has established cut-off times for receipt of some categories of
Instruction, which will be made available to Customer. If Bank receives an
Instruction after its established cut-off time, it will attempt to act upon the
Instruction on the day requested if Bank deems it practicable to do so or
otherwise as soon as practicable after that day.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 FEES AND EXPENSES.
Customer will pay Bank for its services hereunder the fees set forth in
Schedule B hereto or such other amounts as may be agreed upon in writing from
time to time, together with Bank's reasonable out-of-pocket or incidental
expenses, including, but not limited to, legal fees. Customer authorizes Bank to
charge any Cash Accounts, for any such fees or expenses.
4.2 OVERDRAFTS.
If a debit to the Cash Account results (or will result) in a debit
balance, then Bank may, in its discretion, (i) advance an amount equal to the
overdraft, (ii) or reject the settlement in whole or in any part, or (iii) if
posted to the Securities Account, reverse the posting of the Financial Assets
credited to the Securities Account. If Bank elects to make such an advance, the
advance will be deemed a loan to Customer, payable on demand, bearing interest
at the rate charged by Bank from time to time, for overdrafts incurred by
customers similar to Customer, from the date of such advance to the date of
payment (both after as well as before judgment) and otherwise on the terms on
which Bank makes similar overdrafts available from time to time. No prior action
or course of dealing on Bank's part with respect to the settlement of
transactions on Customer's behalf will be asserted by Customer against Bank for
Bank's refusal to make advances to the Cash Account or to settle any transaction
for which Customer does not have sufficient available funds in the Account.
4.3 BANK'S RIGHT OVER SECURITIES; SET-OFF.
(a) Customer grants Bank a security interest in and a lien on the Financial
Assets held in the Securities Account as security for any and all amounts which
are now or become owing to Bank under any provision of this Agreement, whether
or not matured or contingent ("Indebtedness").
(b) Bank will be further entitled to set any such Indebtedness off against any
cash or deposit account with Bank or any of its Affiliates of which Customer is
the beneficial owner, regardless of the currency involved. Bank will notify
Customer in advance of any such charge unless Bank reasonably believes that it
might prejudice its interests to do so and, in such event, Bank will notify
Customer promptly afterwards.
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
5.1 APPOINTMENT OF SUBCUSTODIANS; USE OF SECURITIES DEPOSITORIES.
(a) Bank is authorized under this Agreement to act through and hold Customer's
Financial Assets with subcustodians, being at the date of this Agreement the
entities listed in Schedule 1 and/or such other entities as Bank may appoint as
subcustodians ("SUBCUSTODIANS"). Bank will give Customer reasonable notice of
the anticipated appointment of additional Subcustodians Bank will use reasonable
care in the selection and continued appointment of such Subcustodians. In
addition, Bank and each Subcustodian may deposit Financial Assets with, and hold
Financial Assets in, any securities depository (as defined in Securities and
Exchange Commission Rule l7f-4 under the Investment Company Act of 1940, as
amended ("1940 Act")), settlement system, dematerialized book entry system or
similar system (together a "SECURITIES DEPOSITORY") on such terms as such
systems customarily operate and Customer will provide Bank with such
documentation or acknowledgements that Bank may require to hold the Financial
Assets in such systems.
(b) Any Financial Assets in the Accounts held by a Subcustodian shall be subject
only to the instructions of Bank or its agent. Any Financial Assets held in a
securities depository for the account of a Subcustodian shall be subject only to
the instructions of such Subcustodian. Any agreement Bank enters into with a
Subcustodian for holding Bank's customers' assets shall provide that such assets
shall not be subject to any right, charge, security interest, lien or claim of
any kind in favor of such Subcustodian or its creditors except a claim of
payment for their safe custody or administration or, in the case of cash
deposits, except for liens or rights in favor of creditors of the Subcustodian
arising under bankruptcy, insolvency or similar laws, and that the beneficial
ownership of such assets shall be freely transferable without the payment of
money or value other than for safe custody or administration. Where a
Subcustodian deposits Securities with a Securities Depository, Bank will cause
the Subcustodian to identify on its records as belonging to Bank, as agent the
Securities shown on the Subcustodian's account at such Securities Depository.
The foregoing will not apply to the extent of any special agreement or
arrangement made by Customer with any particular Subcustodian.
(c) Bank will have no responsibility for any act or omission by (or the
insolvency of) any Securities Depository. In the event Customer incurs a loss
due to the negligence, willful misconduct, or insolvency of a Securities
Depository, Bank will make reasonable endeavors, in its discretion, to seek
recovery from the Securities Depository.
5.2 LIABILITY FOR SUBCUSTODIANS.
(a) Subject to Section 7.1(b), Bank will be liable for direct losses incurred by
Customer that result from:
(i) the failure by the Subcustodian to use reasonable
care in the provision of custodial services by it in
accordance with the standards prevailing in the
relevant market or from the fraud or willful default
of such Subcustodian in the provision of custodial
services by it; or
(ii) the insolvency of any Affiliated Subcustodian.
(b) Subject to Section 5.1(a) and Bank's duty to use reasonable care in the
monitoring of a Subcustodian's financial condition as reflected in its published
financial statements and other publicly available financial information
concerning it, Bank will not be responsible for the insolvency of any
Subcustodian which is not a branch or an Affiliated Subcustodian.
(c) Bank reserves the right to add, replace or remove Subcustodians. Bank will
give prompt notice of any such action, which will be advance notice if
practicable. Upon request by Customer, Bank will identify the name, address and
principal place of business of any Subcustodian and the name and address of the
governmental agency or other regulatory authority that supervises or regulates
such Subcustodian.
5.3 USE OF AGENTS.
(a) Bank may provide certain services under this Agreement through third
parties. These third parties may be Affiliates. Except to the extent provided in
Section 5.2 with respect to Subcustodians, Bank will not be responsible for any
loss as a result of a failure by any broker or any other third party that it
selects and retains using reasonable care to provide ancillary services, such as
pricing, proxy voting, and corporate action services, that it does not
customarily provide itself except that Bank shall be responsible for negligence
or bad faith in the appointment of any such broker or any other third party.
Nevertheless, Bank will be liable for the performance of any such service
provider selected by Bank that is an Affiliate to the same extent as Bank would
have been liable if it performed such services itself.
(b) Bank will execute transactions involving Financial Assets of United States
origin through a broker which is an Affiliate (i) in the case of the sale under
Section 2.8 of a fractional interest or (ii) if an Authorized Person directs
Bank to use the affiliated broker or otherwise requests that Bank select a
broker for that transaction, unless, in either case, the Affiliate does not
execute similar transactions in such Financial Assets. The affiliated broker may
charge its customary commission (or retain its customary spread) with respect to
either such transaction.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 REPRESENTATIONS OF CUSTOMER.
Customer represents and warrants that (i) it has full authority and
power, and has obtained all necessary authorizations and consents, to deposit
and control the Financial Assets and cash in the Accounts, to use Bank as its
custodian in accordance with the terms of this Agreement and to incur
indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter
into foreign exchange transactions; and (ii) this Agreement is its legal, valid
and binding obligation, enforceable in accordance with its terms and it has full
power and authority to enter into and has taken all necessary corporate action
to authorize the execution of this Agreement. Bank may rely upon the above or
the certification of such other facts as may be required to administer Bank's
obligations hereunder.
6.2 CUSTOMER TO PROVIDE CERTAIN INFORMATION TO BANK.
Upon request, Customer will promptly provide to Bank such information
about itself and its financial status as Bank may reasonably request, including
Customer's organizational documents and its current audited and unaudited
financial statements.
6.3 CUSTOMER IS LIABLE TO BANK EVEN IF IT IS ACTING FOR ANOTHER PERSON.
If Customer is acting as an agent for a disclosed or undisclosed
principal in respect of any transaction, cash, or Financial Asset, Bank
nevertheless will treat Customer as its principal for all purposes under this
Agreement. In this regard, Customer will be liable to Bank as a principal in
respect of any transactions relating to the Account. The foregoing will not
affect any rights Bank might have against Customer's principal.
7. WHEN BANK IS LIABLE TO CUSTOMER
7.1 STANDARD OF CARE; LIABILITY.
(a) Bank will use reasonable care in performing its obligations under this
Agreement. Bank will not be in violation of this Agreement with respect to any
matter as to which it has satisfied its obligation of reasonable care.
(b) Bank will be liable for Customer's and Company's direct damages to the
extent they result from Bank's negligence or willful misconduct in performing
its duties as set out in this Agreement and to the extent provided for in
Section 5.2(a). Nevertheless, under no circumstances will Bank be liable for any
indirect, consequential or special damages (including, without limitation, lost
profits) of any form, whether or not foreseeable and regardless of the type of
action in which such a claim may be brought, with respect to the Accounts or
Bank's performance hereunder or its role as custodian.
(c) Customer will indemnify the Bank Indemnitees against, and hold them harmless
from, any Liabilities that may be imposed on, incurred by or asserted against
any of the Bank Indemnitees in connection with or arising out of Bank's
performance under this Agreement, provided the Bank Indemnitees have not acted
with negligence or engaged in fraud or willful misconduct in connection with the
Liabilities in question. Nevertheless, Customer will not be obligated to
indemnify any Bank Indemnity under the preceding sentence with respect to any
Liability for which Bank is liable under Section 5.2 of this Agreement.
(d) Without limiting Subsections 7.1 (a), (b) or (c), Bank will have no duty or
responsibility to: (i) question Instructions or make any suggestions to Customer
or an Authorized Person regarding such Instructions; (ii) supervise or make
recommendations with respect to investments or the retention of Financial
Assets; (iii) advise Customer or an Authorized Person regarding any default in
the payment of principal or income of any security other than as provided in
Section 2.7(b) of this Agreement; (iv) evaluate or report to Customer or an
Authorized Person regarding the financial condition of any broker, agent or
other party to which Bank is instructed to deliver Financial Assets or cash
(other than an Affiliate); or (v) review or reconcile trade confirmations
received from brokers (and Customer or its Authorized Persons issuing
Instructions will bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Bank).
7.2 FORCE MAJEURE.
Bank will maintain and update from time to time business
continuation and disaster recovery procedures with respect to its global custody
business that it determines from time to time meet reasonable commercial
standards. Bank will have no liability, however, for any damage, loss, expense
or liability of any nature that Customer may suffer or incur, caused by an act
of God, fire, flood, civil or labor disturbance, war, act of any governmental
authority or other act or threat of any authority (de jure or de facto), legal
constraint, fraud or forgery, malfunction of equipment or software (except to
the extent such malfunction is attributable to Bank's negligence in maintaining
the equipment or software), failure of or the effect of rules or operations of
any external funds transfer system, inability to obtain or interruption of
external communications facilities, or any cause beyond the reasonable control
of Bank (including without limitation, the non-availability of appropriate
foreign exchange).
7.3 BANK MAY CONSULT WITH COUNSEL.
Bank will be entitled to rely on, and may act upon the advice of
professional advisers in relation to matters of law, regulation or market
practice (which may be the professional advisers of Customer), and will not be
liable to Customer for any action reasonably taken or omitted pursuant to such
advice.
7.4 BANK PROVIDES DIVERSE FINANCIAL SERVICES AND MAY GENERATE PROFITS AS A
RESULT.
Customer acknowledges that Bank or its Affiliates may have a material
interest in the transaction or that circumstances are such that Bank may have a
potential conflict of duty or interest. For example, Bank or its Affiliates may
act as a market maker in the Financial Assets to which Instructions relate,
provide brokerage services to other customers, act as financial adviser to the
issuer of such Financial Assets, act in the same transaction as agent for more
than one customer, have a material interest in the issue of the Financial
Assets; or earn profits from any of these activities. Customer acknowledges that
Bank or its Affiliates may be in possession of information tending to show that
the Instructions received may not be in the best interests of Customer. Bank is
not under any duty to disclose any such information.
8. TAXATION
8.1 TAX OBLIGATIONS.
(a) Customer confirms that Bank is authorized to deduct from any cash received
or credited to the Cash Accounts any taxes or levies required by any revenue or
governmental authority for whatever reason in respect of Customer's Accounts.
(b) If Bank does not receive appropriate declarations, documentation and
information then additional United Kingdom taxation will be deducted from all
income received in respect of the Financial Assets issued outside the United
Kingdom and United States non-resident alien tax will be deducted from United
States source income. Customer will provide to Bank such certifications,
documentation, and information as it may require in connection with taxation,
and warrants that, when given, this information is true and correct in every
respect, not misleading in any way, and contains all material information.
Customer undertakes to notify Bank immediately if any information requires
updating or correcting.
(c) Customer will be responsible for the payment of all taxes relating to the
Financial Assets in the Securities Accounts, and Customer will pay, indemnify
and hold Bank 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, Bank (1) to pay, withhold or report any U.S. federal, state or local
taxes or foreign taxes imposed on, or (2) to report interest, dividend or other
income paid or credited to the Cash Accounts, whether such failure or delay by
Bank to pay' withhold or report tax or income is the result of (x) Customer's
failure to comply with the terms of this paragraph, or (y) Bank's own acts or
omissions; provided however, Customer will not be liable to Bank for any penalty
or additions to tax due as a result of Bank's failure to pay or withhold tax or
to report interest, dividend or other income paid or credited to the Cash
Account to the extent resulting from Bank's negligent acts or omissions.
8.2 TAX RECLAIMS.
(a) Subject to the provisions of this Section, Bank will apply for a reduction
of withholding tax and any refund of any tax paid or tax credits in respect of
income payments on Financial Assets credited to the Securities Account that Bank
believes may be available.
(b) The provision of a tax reclamation service by Bank is conditional upon Bank
receiving from Customer (i) a declaration of its identity and place of residence
and (ii) certain other documentation (pro forma copies of which are available
from Bank). If Financial Assets credited to the Account are beneficially owned
by someone other than Customer, this information will be necessary with respect
to the beneficial owner. Customer acknowledges that Bank will be unable to
perform tax reclamation services unless it receives this information.
(c) Bank will perform tax reclamation services only with respect to taxation
levied by the revenue authorities of the countries advised to Customer from time
to time and Bank may, by prior notification in writing, in its absolute
discretion, supplement or amend the countries in which the tax reclamation
services are offered. Other than as expressly provided in this Section 8.2 Bank
will have no responsibility with regard to Customer's tax position or status in
any jurisdiction.
(d) Customer confirms that Bank is authorized to disclose any information
requested by any revenue authority or any governmental body in relation to the
processing of any tax reclaim.
9. TERMINATION
Any party may terminate this Agreement on sixty days' notice in writing
to the other parties. If Customer gives notice of termination, it must provide
full details of the persons to whom Bank must deliver Financial Assets and cash.
If Bank gives notice of termination, then Customer must, within sixty days,
notify Bank of details of its new custodian, failing which Bank may elect (at
any time after the sixty day notice period) either to retain the Financial
Assets and cash until such details are given, continuing to charge fees due (in
which case Bank's sole obligation will be for the safekeeping of the Financial
Assets and cash), or deliver the Financial Assets and cash to Customer. Bank
will in any event be entitled to deduct any amounts owing to it prior to
delivery of the Financial Assets and cash (and, accordingly, Bank will be
entitled to sell Financial Assets and apply the sale proceeds in satisfaction of
amounts owing to it). Customer will reimburse Bank promptly for all
out-of-pocket expenses it incurs in delivering Financial Assets upon
termination. Termination will not affect any of the liabilities either party
owes to the other arising under this Agreement prior to such termination.
10. MISCELLANEOUS
10.1 NOTICES.
Notices (other than Instructions) will be served by registered mail or
hand delivery to the address of the respective parties as set out on the first
page of this Agreement, unless notice of a new address is given to the other
party in writing. Notice will not be deemed to be given unless it has been
received.
10.2 SUCCESSORS AND ASSIGNS.
This Agreement will be binding on each of the parties' successors and
assigns, but the parties agree that no party can assign its rights and
obligations under this Agreement without the prior written consent of the other
parties, which consent will not be unreasonably withheld.
10.3 INTERPRETATION.
Headings are for convenience only and are not intended to affect
interpretation. References to sections are to sections of this Agreement and
references to sub-sections and paragraphs are to subsections of the sections and
paragraphs of the sub-sections in which they appear.
10.4 ENTIRE AGREEMENT.
(a) The following Rider(s) are incorporated into this Agreement:
____ Cash Trade Execution;
X Mutual Fund
____ Domestic
(b) This Agreement, including the Schedules, Exhibits, and Riders (and any
separate agreement which Bank and Customer may enter into with respect to any
Cash Account), sets out the entire Agreement between the parties in connection
with the subject matter, and this Agreement supersedes any other agreement,
statement or representation relating to custody, whether oral or written.
Amendments must be in writing and signed by both parties.
10.5 INFORMATION CONCERNING DEPOSITS AT BANK'S LONDON BRANCH.
Bank's London Branch is a member of the United Kingdom Deposit
Protection Scheme (the "SCHEME") established under Banking Xxx 0000 (as
amended). The Scheme provides that in the event of Bank's insolvency payments
may be made to certain customers of Bank's London Branch. Payments under the
Scheme are limited to 90% of a depositor's total cash deposits subject to a
maximum payment to any one depositor of f.18,000 (or ECU 20,000 if greater).
Most deposits denominated in sterling and other European Economic Area
Currencies and ECU made with Bank within the United Kingdom are covered. Further
details of the Scheme are available on request.
10.6 CONFIDENTIALITY.
Bank will not disclose any confidential information concerning the
Financial Assets and/or cash held for Customer except as is reasonably necessary
to provide services to Customer, as required by law or regulation or the
organizational documents of the issuer of any Financial Asset, or otherwise with
the consent of Customer. Customer agrees to keep this Agreement confidential
and, except where disclosure is required by law or regulation, will only
disclose it (or any part of it) with the prior written consent of Bank. Bank
acknowledges that this Agreement will be filed as an exhibit to the Company's
Registration Statement under the 0000 Xxx.
10.7 INSURANCE.
Bank will not be required to maintain any insurance coverage for the
benefit of Customer.
10.8 GOVERNING LAW AND JURISDICTION.
This Agreement will be construed, regulated, and administered under the
laws of the United States or State of New York, as applicable, without regard to
New York's principles regarding conflicts of law. The United States District
Court for the Southern District of New York will have the sole and exclusive
jurisdiction over any lawsuit or other judicial proceeding relating to or
arising from this Agreement. If that court lacks federal subject matter
jurisdiction, the Supreme Court of the State of New York, New York County will
have sole and exclusive jurisdiction. Either of these courts will have proper
venue for any such lawsuit or judicial proceeding, and the parties waive any
objection to venue or their convenience as a forum. The parties agree to submit
to the jurisdiction of any of the courts specified and to accept service of
process to vest personal jurisdiction over them in any of these courts. The
parties further hereby knowingly, voluntarily and intentionally waive, to the
fullest extent permitted by applicable law, any right to a trial by jury with
respect to any such lawsuit or judicial proceeding arising or relating to this
Agreement or the transactions contemplated hereby.
10.9 SEVERABILITY AND WAIVER; COUNTERPARTS.
(a) If one or more provisions of this Agreement are held invalid, illegal or
unenforceable 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. This Agreement
may be executed in several counterparts each of which will be deemed to be an
original and together will constitute one and the same agreement.
(b) Except as otherwise provided herein, no failure or delay on the part of
either party in exercising any power or right hereunder 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.
10.10 YEAR 2000.
YEAR 2000. Bank confirms that it is aware of the problem that may be
presented for certain computer systems by use of date fields and the like on and
after January 1, 2000 and that it has developed and has substantially completed
implementation of a program to help assure that its systems as the same relate
to services provided hereunder will be unaffected by such problems.
10.11 SEPARATE PORTFOLIOS.
The parties acknowledge that each of the International Equity Fund and
the Core International Equity Fund is a separate investment portfolio of the
Company and that the obligations of the Company hereunder are limited to the
International Equity Fund and the Core International Equity Fund, as the case
may be, and any amounts owed by the Company hereunder shall be paid out of the
assets and property of the International Equity Fund and the Core International
Equity Fund, as the case may be.
FIRSTAR BANK MILWAUKEE, N.A.
By: /S/ XXXXXXX X. XXXXX
Title: Xxxxxxx X. XxXxx, Vice President
THE CHASE MANHATTAN BANK
By: /S/ XXXXXXXX X. XXXXXX
Title: Xxxxxxxx X. Xxxxxx, Vice President
Chase Manhattan Bank
FIRSTAR FUNDS, INC.
By: /S/ XXXXX X. XXXXXX
Title: Xxxxx X. Xxxxxx, Vice President
CHASE GLOBAL SECURITIES SERVICES
FEE AGREEMENT BETWEEN
THE CHASE MANHATTAN BANK, N.A.
AND
FIRSTAR TRUST COMPANY
I. PORTFOLIO BASIS POINT FEE
MARKET VALUE BASIS POINTS
$0 TO $ 150MM 14.0
$151MM TO $200MM 12.0
0VER$S200MM 10.0
II. GLOBAL STANDARD PRICE BY COUNTRY BANDS (SEE ATTACHED)
ASSET HOLDINGS FEE PER TRANSACTION FEE
BAND "A" -0- BASIS POINTS $30.00
BAND "B" -0- BASIS POINTS $40.00
BAND "C" -0- BASIS POINTS $60.00
BAND "D" -0- BASIS POINTS $90.00
BAND "E" -0- BASIS POINTS $100.00
BAND "F" -0- BASIS POINTS $120.00
BAND "G" 20.0 BASIS POINTS $135.00
BAND "H" 25.0 BASIS POINTS $140.00
III. OUT OF POCKET EXPENSES
BILLED AS INCURRED (E.G. SCRIP FEES, TRANSPORTING SECURITIES OUT OF THE LOCAL
MKT.)
IV. GLOBAL SECURITIES LENDING
60%/40% SPLIT IN CLIENTS FAVOR (50%/50% WITH INDEMNIFICATION)
V. INFOSTATION
CURRENT INSTALLATIONS AT FIRSTAR ARE FREE. ADDITIONAL OR CLIENT INSTALLS ARE
SUBJECT TO A $2500/INSTALLATION FEE PLUS EXPENSES
VI. ANNUAL VIP ACCOUNTING FEES VII. PROXY SERVICE FEES
MONTHLY - $15,000 PER PORTFOLIO NOTIFICATION - CDS $25 PER MEETING
FAX/TELEX $50 PER ACCOUNT
VOTING - $75/ACCOUNT
CHASE GLOBAL SECURITIES SERVICES
GLOBAL CUSTODY
GLOBAL BANDS
BAND "A" BAND "B" BAND "C"
-------- -------- --------
JAPAN GERMANY AUSTRALIA NEW ZEALAND
CEDEL NETHERLANDS BELGIUM NORWAY
UNITED STATES CANADA DENMARK SWEDEN
EUROCLEAR SWITZERLAND FRANCE UNITED KINGDOM
IRELAND
BAND "D" BAND "E" BAND "F"
-------- -------- --------
AUSTRIA LUXEMBOURG MEXICO ARGENTINA JORDAN
FINLAND MALAYSIA SPAIN BRAZIL PAKISTAN
HONG KONG SINGAPORE THAILAND CHILE PHILIPPINES
ITALY TURKEY GREECE PORTUGAL
INDONESIA TAIWAN
EMERGING MARKETS BANDS
BAND "G" BAND "H"
Columbia Poland Peru
Hungary Shenzen
India Sri Lanka
Korea Venezuela
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
FIRSTAR BANK MILWAUKEE, N.A. AND FIRSTAR FUNDS, INC.
effective November 3, 1999
The following modifications are made to the Agreement:
A. Add a new Section 2.17 to the Agreement as follows:
"2.17. COMPLIANCE WITH SEC RULE 17F-5.
(a) Company's board of directors (or equivalent body) (hereinafter `Board')
hereby delegates to Bank, and, except as to the country or countries as to which
Bank may, from time to time, advise Company that it does not accept such
delegation, Bank hereby accepts the delegation to it, of the obligation to
perform as Company's `Foreign Custody Manager' (as that term is defined in SEC
rule 17f-5(a)(2) as promulgated under the 1940 Act, both for the purpose of
selecting Eligible Foreign Custodians (as that term is defined in SEC rule
l7f-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 Financial
Assets and Cash 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 `Eligible
Securities Depository'. An Eligible Securities Depository for purposes hereof
shall have the same meaning as in SEC rule 17f-7 as proposed on April 29, 1999.
(Eligible Securities Depositories used by Bank as of the date hereof are set
forth in Appendix I -A hereto, and as the same may be amended on notice to
Customer from time to time.)
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Company's Board of the placement of
Financial Assets and Cash with particular Eligible Foreign Custodians and of any
material change in the arrangements with such Eligible Foreign Custodians, with
such reports to be provided to Company's Board at such times as the Board deems
reasonable and appropriate based on the circumstances of Company's foreign
custody arrangements (and until further notice from Company such reports shall
be provided not less than quarterly with respect to the placement of Financial
Assets and Cash with particular Eligible Foreign Custodians and with reasonable
promptness upon the occurrence of any material change in the arrangements with
such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in performing as
Company's Foreign Custody Manager as a person having responsibility for the
safekeeping of Financial Assets and cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined
that Financial Assets and cash 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 Financial Assets and
cash, including, without limitation, those factors set forth in SEC rule
l7f-5(c)(l)(i)-(iv);
(iv) determine that the written contract with an Eligible Foreign Custodian
requires that the Eligible Foreign Custodian will provide reasonable care for
Financial Assets and Cash based on the standards applicable to custodians in the
relevant market.
(v) have established a system to monitor the continued appropriateness of
maintaining Financial Assets and cash 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 Financial
Assets and cash reasonable care and that no other Eligible Foreign Custodian in
that country would afford reasonable care, Bank shall promptly so advise
Customer and Company and shall then act in accordance with the Instructions of
Customer with respect to the disposition of the affected Financial Assets and
cash.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Financial Assets and cash on behalf of Company with Eligible Foreign Custodians
pursuant to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein, Customer shall be solely responsible to
assure that the maintenance of Financial Assets and cash hereunder complies with
the rules, regulations, interpretations and exemptive orders promulgated by or
under the authority of the SEC.
(d) Bank represents to Customer and Company that it is a U.S. Bank as defined in
Rule 17f5(a)(7). Company represents to Bank that: (1) the Financial Assets and
cash 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: (i) has determined
that it is reasonable to rely on Bank to perform as Company's Foreign Custody
Manager (ii) or its investment adviser shall have determined that Company may
maintain Financial Assets and cash in each country in which Company's Financial
Assets and cash shall be held hereunder and determined to accept the risks
arising therefrom (including, but not limited to, a country's financial
infrastructure), prevailing custody and settlement practices, laws applicable to
the safekeeping and recovery of Financial Assets and cash held in custody, and
the likelihood of nationalization, currency controls and the like) (collectively
("Country Risk")). Nothing contained herein shall require Bank to make any
selection or to engage in any monitoring on behalf of Company that would entail
consideration of Country Risk.
(e) Bank shall provide to Customer and Company such information relating to
Country Risk as is specified in Appendix 1 -B hereto. Each of Company and
Customer hereby acknowledges that: (i) such information is solely designed to
inform Customer of market conditions and procedures and is not intended as a
recommendation to invest or not invest in particular markets; and (ii) Bank has
gathered the information from sources it considers reliable, but that Bank shall
have no responsibility for inaccuracies or incomplete information. For each
Eligible Securities Depository utilized or intended to be utilized by the
Company and as to which client assets are held by Bank, Bank shall provide the
Company with Bank's analysis of the clearing and settlement risks associated
with maintaining Assets with such Depositories to assist the Company in
determining the appropriateness of placing Company assets therein. The parties
shall amend or supplement this Amendment to accommodate subsequent amendments to
or clarifications by the SEC of Rule 17f-5 or other Rules (including, but not
limited to, proposed Rule 17f-7), promulgated under Section 17(f) of the Act as
they relate to the duties of a delegate under such Rules.
B. Add the following after the first sentence of Section 5.1(a) of the
Agreement: "At the request of Customer or Company, Bank may, but need not, add
to Schedule 1-A an Eligible Foreign Custodian where Bank has not acted as
Foreign Custody Manager with respect to the selection thereof. Bank shall notify
Customer and Company in the event that it elects to add any such entity."
C. Add the following language as Section 5.1 (d) of the Agreement:
(d) The term Subcustodian as used herein shall mean the following:
(i) a `U.S. Bank,' which shall mean a U.S. bank as defined in SEC rule
17f-5(a)(7);
(ii) 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 laws of a country other than the United
States; and (iii) 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 5.3(a), the term
Subcustodian shall not include any Eligible Foreign Custodian as to which Bank
has not acted as Foreign Custody Manager."
Appendix 1 -A
ELIGIBLE SECURITIES DEPOSITORIES
-------------------------------------------------------------------------------------------------------------------------------
SECURITIES DEPOSITORIES
AS OF SEPTEMBER 1999
-------------------------------------------------------------------------------------------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
COUNTRY DEPOSITORY INSTRUMENT
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Argentina Caja de Valores, S.A. Equity, Corporate + Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Australia Austraclear Limited Corporate Debt, Money Market +
Semi-Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Australia CHESS Equity
(The Cleaning House Electronic Sub-register System)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Australia RITS Government Debt
(Reserve Bank Information and Transfer System)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Austria OKA Equity, Corporate + Government Debt
(Ostorreichische Kontrolbank AG)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Belgium CIK Equity + Corporate Debt
(Cause interprofessionelle de Depots et de
Virements de Titres s.a.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Belgium BNB Government Debt
(Belgium National Bank)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Brazil CBLC Equity
(Companhia Brasileira de Liquidacao e Custodia)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Brazil CLC Equity
(Camora de Liquidaeso e Custodia)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Brazil CETIP Corporate Debt
(Central de Custodia e Liquidaeso Financiera de
Titulos)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Bulgaria BNB Government Debt
(Bulgaria National Bank)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Bulgaria Central Depository A.D. Equity
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Canada CDS Equity, Corporate + Government Debt
(The Canadian Depository for Securities Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
China DCV Equity, Corporate + Government Debt
(Deposito Central de Valores S.A.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
China SSCCRC Equity
Shanghai (Shanghai Securities Central Clearing and
Registration Corporation)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
China SSCC Equity
Sheezhen (Shenzhen Securities Clearing Company, Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Columbia DCV Government Debt
(Deposito Central de Valores)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Columbia DECEVAL Equity, Corporate + Government Debt
(Deposito Central deValores S.A)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Croatia CDA Equity + Government Debt
(Central Depository Agency)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Croatia Ministry of Finance Registry Short-term debt issued by the Ministry
of Finance
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Croatia National Bank of Croatia Registry Short-term debt issued by the National
Bank of Croatia
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Czech Republic SCP Equity, Corporate + Government Debt
(Stredisko cennych papiru)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Denmark VP Equity, Corporate + Government Debt
(Vaerdipapicentralen)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Egypt MCSD Equity + Corporate Debt
(MISR for Clearing, Settlement and Depository,
S.A.E.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Estonia EVK Equity
(Easti Vastpaberite Keskdepositoorium)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Euromarket Cedelbank Euro-Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Euromarket Euroclear Euro-Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Finland APK Equity, Corporate + Government Debt
(The Finnish Central Securities Depository)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
France SICOVAM Equity, Corporate + Government Debt
(Societe Interprofessionnelle pour la Compensation
des Valeurs Mobilieres, S.A.
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Germany DBC Equity, Corporate + Government Debt
(Deutsche Boerse Cleaning AG)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Greece Apothetirlo Tition A.E. Equity + Corporate Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Greece Bank of Greece Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Hong Kong HKSCC Equity
(Hongkong Securities Clearing Company Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Hong Kong CMU Corporate + Government Debt
(Central Moneymarkets Unit)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Hungary XXXXXX Ltd. Equity, Corporate + Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
India NSDL Equity
(National Securities Depository Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Ireland CREST Equity + Corporate Debt
(CRESTCo. Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Ireland CBISSO Government Debt
(Central Bank of Ireland Securities Settlements
Office)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Israel TASE Clearing House Equity, Corporate + Governmemt Debt
(Tel Aviv Stock Exchange Clearing House)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Italy Monte Titoli S.p.A. Equity+ Corporate Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Italy Bank of Italy Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Ivory Coast Central Depository Equity
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Japan JASDEC Equity + Convertible Debt
(Japan Securities Despository Center)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Japan BOJ Registered Government Debt
(Bank of Japan)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Kazahkstan Central Securities Depository Closed Joint Stock Equity
Company
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Latvia LCD Equity, Corporate + Government Debt
(Latvian Central Depository)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Lebanon Midclear X.X.X. Equity
(Custodian and Clearing Center of Lebanon and the
Middle East)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Lithuania CSDL Equity + Government Debt
(Central Securities Depository of Lithuania)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Luxembourg Cedelbank Equity
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Malaysia MCD Equity + Corporate Debt
(Malaysian Central Depository Snd Bhd)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Mauritlius CDS Equity + Corporate Debt
(Central Depository and Settlement Company Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Mexico INDEVAL Equity, Corporate + Government Debt
(S.D. INDEVAL S.A. de C.V.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Morocco Maroclear Equity, Corporate + Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Netherlands NECIGEF Equity, Corporate + Government Debt
(Netherlands Centraal Insinut voor Giraal
Effectenverkeer B.V.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
New Zealand Austraclear New Zealand Equity, Corporate + Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Nigeria CSCS Equity, Corporate + Government Debt
(Central Securities Clearing Systems Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Norway VPS Equity, Corporate + Government Debt
(Verdipapirsentralen)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Oman MSM Equity
(Muscat Securities Market)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Pakistan CDC Equity + Corporate Debt
(Central Depository Company of Pakistan Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Peru CAVALI Equity, Corporate + Government Debt
(CAVALI ICLV S.A.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Phillippines PCD Equity
(Philippine Central Depository Inc.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Poland NDS Equity + Long Term Government Debt
(National Depository for Securities S.A.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Poland CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Portugal Interbolsa Equity, Corporate + Government Debt
(Central de Valores Mobiliarios e Sistera de
Liquidacao e Compensacao)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Romania SNCDD Equity
(National Company for Clearing, Settlement and
Depository for Securities)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Romania BSE Equity
(Bucharest Stock Exchange Registry)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Russia VTB Government Debt (Ministry of Finance
(Vnestorgbank) Bonds)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Singapore CDP Equity + Corporate Debt
(Central Depository (Ptc.) Ltd.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Singapore SGS Government Debt
(Singapore Government Securities Book-Entry System)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Slovak Republic SCP Equity, Corporate + Government Debt
(Stredisko cennych papierov)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Slovenia KDD Equity + Corporate Debt
(Centralna Klirinsko Depotns Xxxxxx x.x.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
South Africa Central Depository (Pty) Limited Corporate + Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
South Africa STRATE Equity
(Share Transactions Totally Electronic)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
South Korea KSD Equity, Corporate + Government Debt
(Korea Securities Depository)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Spain SCLV Equity + Corporate Debt
(Service de Compensation y Liquidacion de Valores,
S.A.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Spain CBEO Government Debt
(Central Book Entry Office)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Sri Lanka CDS Equity
(Central Depository System (pte) Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Sweden VPC Equity, Corporate + Government Debt
(Vardepapperscemntraem AB)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Switzerland SIS Equity, Corporate + Government Debt
(SIS SegainterSettle AG)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Taiwan TSCD Equity + Government Debt
(Taiwan Securities Central Depository Co., Ltd)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Thailand TSD Equity, Corporate + Government Debt
(Thailand Securities Depository Company Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Tunisia STICODEVAM Equity + Corporate Debt
(Societe Tunisienne Interprofessioinnelle pour la
Compensation et le Depot des Valeurs Mobilieres)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Turkey TAKASBANK Equity + Corporate Debt
(XXX Xxxxx ve Saklarua Xxxxxxx A.S.)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Turkey Central Bank of Turkey Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
United Kingdom CREST Equity + Corporate Debt
(CRESTCo. Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
United Kingdom CMO Sterling & Euro CDs + CP
(Central Moneymarket Office)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
United Kingdom CGO Gilts
(Central Gilts Office)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
United States DTC Equity + Corporate Debt
(Depository Trust Company)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
United States PTC Mortgage Back Debt
(Participants Trust Company)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
United States Fed Book-Entry System Government Debt
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Venezuela BCV Government Debt
(Banco Central de Venezuela)
------------------------------ ----------------------------------------------------- ------------------------------------------
------------------------------ ----------------------------------------------------- ------------------------------------------
Zambia CSD Equity +Government Debt
(XxXX Central Shares Depository Limited)
------------------------------ ----------------------------------------------------- ------------------------------------------
Appendix 1-B
INFORMATION REGARDING COUNTRY RISK
1. To aid Customer in its determination regarding County Risk, Bank
shall furnish annually and upon the initial placing of Financial Assets and cash
into a country the following information (check items applicable):
A. Opinions of local counsel concerning:
X 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.
X ii. Whether applicable foreign law would restrict the
Customer's ability to recover its Financial Assets and cash in
the event of the bankruptcy of an Eligible Foreign Custodian
located in that country.
X iii. Whether applicable foreign law would restrict the
Customer's ability to recover Financial Assets that are lost
while under the control of an Eligible Foreign Custodian
located in the country.
B. Written information concerning:
X i. The foreseeability of expropriation, nationalization,
freezes, or confiscation of Customer's
Financial Assets.
X 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)
depositories (including depository evaluation), if any.
2. To aid Customer 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.
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
DOMESTIC CORPORATE ACTIONS AND PROXIES
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in The Depository Trust Company), the following provisions shall apply rather
than the pertinent provisions of Sections 2.10-2.11 of the Agreement:
Bank shall send to Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of Bank's
nominee or the nominee of a central 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 Bank for forwarding to its customers.
In addition, Bank shall follow coupon payments, redemptions, exchanges
or similar matters with respect to Financial Assets in the Custody
Account and advise Customer or the Authorized Person for such Account
of rights issued, tender offers or any other discretionary rights with
respect to such Financial Assets, in each case, of which Bank has
received notice from the issuer of the Financial Assets, or as to which
notice is published in publications routinely utilized by Bank for this
purpose.
