The Global Custody Agreement dated January 3, 1994, as amended, between
The Chase Manhattan Bank, N.A. and X. Xxxx Price Funds.
PAGE 1
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective January 3, 1994, and is between
THE CHASE MANHATTAN BANK, N.A. (the "Bank") and EACH OF THE
ENTITIES LISTED ON SCHEDULE A HERETO, Individually and Separately
(each individually, the "Customer").
1. Customer Accounts.
The Bank agrees to establish and maintain the following
accounts ("Accounts"):
(a) A custody account in the name of the Customer
("Custody Account") for any and all stocks, shares, bonds,
debentures, notes, mortgages or other obligations for the payment
of money, bullion, coin and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase or
subscribe for the same or evidencing or representing any other
rights or interests therein and other similar property whether
certificated or uncertificated as may be received by the Bank or
its Subcustodian (as defined in Section 3) for the account of the
Customer ("Securities"); and
(b) A deposit account in the name of the Customer ("Deposit
Account") for any and all cash in any currency received by the
Bank or its Subcustodian for the account of the Customer, which
cash shall not be subject to withdrawal by draft or check.
The Customer warrants its authority to: 1) deposit the cash
and Securities ("Assets") received in the Accounts and 2) give
Instructions (as defined in Section 11) concerning the Accounts.
The Bank may deliver securities of the same class in place of
those deposited in the Custody Account.
Upon written agreement between the Bank and the Customer,
additional Accounts may be established and separately accounted
for as additional Accounts under the terms of this Agreement.
2. Maintenance of Securities and Cash at Bank and Subcustodian
Locations.
Unless Instructions specifically require another location
acceptable to the Bank:
(a) Securities will be held in the country or other
jurisdiction in which the principal trading market for such
Securities is located, where such Securities are to be presented
for payment or where such Securities are acquired; and
PAGE 2
(b) Cash will be credited to an account in a country or
other jurisdiction in which such cash may be legally deposited or
is the legal currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest
or non-interest bearing accounts as may be available for the
particular currency. To the extent Instructions are issued and
the Bank can comply with such Instructions, the Bank is
authorized to maintain cash balances on deposit for the Customer
with itself or one of its affiliates at such reasonable rates of
interest as may from time to time be paid on such accounts, or in
non-interest bearing accounts as the Customer may direct, if
acceptable to the Bank.
If the Customer wishes to have any of its Assets held in the
custody of an institution other than the established
Subcustodians as defined in Section 3 (or their securities
depositories), such arrangement must be authorized by a written
agreement, signed by the Bank and the Customer.
3. Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the
subcustodians listed in Schedule B of this Agreement with which
the Bank has entered into subcustodial agreements
("Subcustodians"). The Customer authorizes the Bank to hold
Assets in the Accounts in accounts which the Bank has established
with one or more of its branches or Subcustodians. The Bank and
Subcustodians are authorized to hold any of the Securities in
their account with any securities depository in which they
participate.
The Bank reserves the right to add new, replace or remove
Subcustodians. The Customer will be given reasonable notice by
the Bank of any amendment to Schedule B. Upon request by the
Customer, the Bank will identify the name, address and principal
place of business of any Subcustodian of the Customer's Assets
and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such
Subcustodian.
4. Use of Subcustodian.
(a) The Bank will identify such Assets on its books as
belonging to the Customer.
(b) A Subcustodian will hold such Assets together with
assets belonging to other customers of the Bank in accounts
identified on such Subcustodian's books as special custody
accounts for the exclusive benefit of customers of the Bank.
(c) Any Assets in the Accounts held by a Subcustodian will
be subject only to the instructions of the Bank or its agent.
PAGE 3
Any Securities held in a securities depository for the account of
a Subcustodian will be subject only to the instructions of such
Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian
for holding its customer's assets shall provide that such assets
will not be subject to any right, charge, security interest, lien
or claim of any kind in favor of such Subcustodian or its
creditors except for a claim for payment for safe custody or
administration, and that the beneficial ownership of such assets
will be freely transferable without the payment of money or value
other than for safe custody or administration. The foregoing
shall not apply to the extent of any special agreement or
arrangement made by the Customer with any particular
Subcustodian.
5. Deposit Account Transactions.
(a) The Bank or its Subcustodians will make payments from
the Deposit Account upon receipt of Instructions which include
all information required by the Bank.
(b) In the event that any payment to be made under this
Section 5 exceeds the funds available in the Deposit Account, the
Bank, in its discretion, may advance the Customer such excess
amount which shall be deemed a loan payable on demand, bearing
interest at the rate customarily charged by the Bank on similar
loans.
(c) If the Bank credits the Deposit Account on a payable
date, or at any time prior to actual collection and
reconciliation to the Deposit Account, with interest, dividends,
redemptions or any other amount due, the Customer will promptly
return any such amount upon oral or written notification: (i)
that such amount has not been received in the ordinary course of
business or (ii) that such amount was incorrectly credited. If
the Customer does not promptly return any amount upon such
notification, the Bank shall be entitled, upon oral or written
notification to the Customer, to reverse such credit by debiting
the Deposit Account for the amount previously credited. The Bank
or its Subcustodian shall have no duty or obligation to institute
legal proceedings, file a claim or a proof of claim in any
insolvency proceeding or take any other action with respect to
the collection of such amount, but may act for the Customer upon
Instructions after consultation with the Customer.
6. Custody Account Transactions.
(a) Securities will be transferred, exchanged or delivered
by the Bank or its Subcustodian upon receipt by the Bank of
Instructions which include all information required by the Bank.
Settlement and payment for Securities received for, and delivery
of Securities out of, the Custody Account may be made in
PAGE 4
accordance with the customary or established securities trading
or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs,
including, without limitation, delivery of Securities to a
purchaser, dealer or their agents against a receipt with the
expectation of receiving later payment and free delivery.
Delivery of Securities out of the Custody Account may also be
made in any manner specifically required by Instructions
acceptable to the Bank.
(b) The Bank, in its discretion, may credit or debit the
Accounts on a contractual settlement date with cash or Securities
with respect to any sale, exchange or purchase of Securities.
Otherwise, such transactions will be credited or debited to the
Accounts on the date cash or Securities are actually received by
the Bank and reconciled to the Account.
(i) The Bank may reverse credits or debits made to the
Accounts in its discretion if the related transaction
fails to settle within a reasonable period, determined
by the Bank in its discretion, after the contractual
settlement date for the related transaction.
(ii) If any Securities delivered pursuant to this
Section 6 are returned by the recipient thereof, the
Bank may reverse the credits and debits of the
particular transaction at any time.
7. Actions of the Bank.
The Bank shall follow Instructions received regarding assets
held in the Accounts. However, until it receives Instructions to
the contrary, the Bank will:
(a) Present for payment any Securities which are called,
redeemed or retired or otherwise become payable and all coupons
and other income items which call for payment upon presentation,
to the extent that the Bank or Subcustodian is actually aware of
such opportunities.
(b) Execute in the name of the Customer such ownership and
other certificates as may be required to obtain payments in
respect of Securities.
(c) Exchange interim receipts or temporary Securities for
definitive Securities.
(d) Appoint brokers and agents for any transaction
involving the Securities, including, without limitation,
affiliates of the Bank or any Subcustodian.
(e) Issue statements to the Customer, at times mutually
agreed upon, identifying the Assets in the Accounts.
PAGE 5
The Bank will send the Customer an advice or notification of
any transfers of Assets to or from the Accounts. Such
statements, advices or notifications shall indicate the identity
of the entity having custody of the Assets. Unless the Customer
sends the Bank a written exception or objection to any Bank
statement within ninety (90) days of receipt, the Customer shall
be deemed to have approved such statement. The Bank shall, to
the extent permitted by law, be released, relieved and discharged
with respect to all matters set forth in such statement or
reasonably implied therefrom as though it had been settled by the
decree of a court of competent jurisdiction in an action where
the Customer and all persons having or claiming an interest in
the Customer or the Customer's Accounts were parties if: (a) the
Customer has failed to provide a written exception or objection
to any Bank statement within ninety (90) days of receipt and
where the Customer's failure to so provide a written exception or
objection within such ninety (90) day period has limited the
Bank's (i) access to the records, materials and other information
required to investigate the Customer's exception or objection,
and (ii) ability to recover from third parties any amounts for
which the Bank may become liable in connection with such
exception or objection, or (b) where the Customer has otherwise
explicitly approved any such statement.
All collections of funds or other property paid or
distributed in respect of Securities in the Custody Account shall
be made at the risk of the Customer. The Bank shall have no
liability for any loss occasioned by delay in the actual receipt
of notice by the Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Securities in the
Custody Account in respect of which the Bank has agreed to take
any action under this Agreement.
8. Corporate Actions; Proxies.
Whenever the Bank receives information concerning the
Securities which requires discretionary action by the beneficial
owner of the Securities (other than a proxy), such as
subscription rights, bonus issues, stock repurchase plans and
rights offerings, or legal notices or other material intended to
be transmitted to securities holders ("Corporate Actions"), the
Bank will give the Customer notice of such Corporate Actions to
the extent that the Bank's central corporate actions department
has actual knowledge of a Corporate Action in time to notify its
customers.
When a rights entitlement or a fractional interest resulting
from a rights issue, stock dividend, stock split or similar
Corporate Action is received which bears an expiration date, the
Bank will endeavor to obtain Instructions from the Customer or
its Authorized Person, but if Instructions are not received in
time for the Bank to take timely action, or actual notice of such
Corporate Action was received too late to seek Instructions, the
PAGE 6
Bank is authorized to sell such rights entitlement or fractional
interest and to credit the Deposit Account with the proceeds or
take any other action it deems, in good faith, to be appropriate
in which case it shall be held harmless for any such action.
The Bank will deliver proxies to the Customer or its
designated agent pursuant to special arrangements which may have
been agreed to in writing. Such proxies shall be executed in the
appropriate nominee name relating to Securities in the Custody
Account registered in the name of such nominee but without
indicating the manner in which such proxies are to be voted; and
where bearer Securities are involved, proxies will be delivered
in accordance with Instructions.
9. Nominees.
Securities which are ordinarily held in registered form may
be registered in a nominee name of the Bank, Subcustodian or
securities depository, as the case may be. The Bank may without
notice to the Customer cause any such Securities to cease to be
registered in the name of any such nominee and to be registered
in the name of the Customer. In the event that any Securities
registered in a nominee name are called for partial redemption by
the issuer, the Bank may allot the called portion to the
respective beneficial holders of such class of security pro rata
or in any other manner that is fair, equitable and practicable.
The Customer agrees to hold the Bank, Subcustodians, and their
respective nominees harmless from any liability arising directly
or indirectly from their status as a mere record holder of
Securities in the Custody Account.
10. Authorized Persons.
As used in this Agreement, the term "Authorized Person"
means employees or agents including investment managers as have
been designated by written notice from the Customer or its
designated agent to act on behalf of the Customer under this
Agreement. Such persons shall continue to be Authorized Persons
until such time as the Bank receives Instructions from the
Customer or its designated agent that any such employee or agent
is no longer an Authorized Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized
Person received by the Bank, via telephone, telex, TWX, facsimile
transmission, bank wire or other teleprocess or electronic
instruction or trade information system acceptable to the Bank
which the Bank believes in good faith to have been given by
Authorized Persons or which are transmitted with proper testing
or authentication pursuant to terms and conditions which the Bank
may specify. Unless otherwise expressly provided, all
PAGE 7
Instructions shall continue in full force and effect until
canceled or superseded.
Any Instructions delivered to the Bank by telephone shall
promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature of
such Person), but the Customer will hold the Bank harmless for
the failure of an Authorized Person to send such confirmation in
writing, the failure of such confirmation to conform to the
telephone instructions received or the Bank's failure to produce
such confirmation at any subsequent time. The Bank may
electronically record any Instructions given by telephone, and
any other telephone discussions with respect to the Custody
Account. The Customer shall be responsible for safeguarding any
testkeys, identification codes or other security devices which
the Bank shall make available to the Customer or its Authorized
Persons.
12. Standard of Care; Liabilities.
(a) The Bank shall be responsible for the performance of
only such duties as are set forth in this Agreement or expressly
contained in Instructions which are consistent with the
provisions of this Agreement. Notwithstanding anything to the
contrary in this Agreement:
(i) The Bank will use reasonable care with respect to
its obligations under this Agreement and the
safekeeping of Assets. The Bank shall be liable to the
Customer for any loss which shall occur as the result
of the failure of a Subcustodian to exercise reasonable
care with respect to the safekeeping of such Assets to
the same extent that the Bank would be liable to the
Customer if the Bank were holding such Assets in New
York. In the event of any loss to the Customer by
reason of the failure of the Bank or its Subcustodian
to utilize reasonable care, the Bank shall be liable to
the Customer only to the extent of the Customer's
direct damages, and shall in no event be liable for any
special or consequential damages.
(ii) The Bank will not be responsible for any act,
omission, default or for the solvency of any broker or
agent which it or a Subcustodian appoints unless such
appointment was made negligently or in bad faith or for
any loss due to the negligent act of such broker or
agent except to the extent that such broker or agent
(other than a Subcustodian) performs in a negligent
manner which is the cause of the loss to the Customer
and the Bank failed to exercise reasonable care in
monitoring such broker's or agent's performance where
Customer has requested and Bank has agreed to accept
such monitoring responsibility.
PAGE 8
(iii) The Bank shall be indemnified by, and
without liability to the Customer for any action taken
or omitted by the Bank whether pursuant to Instructions
or otherwise within the scope of this Agreement if such
act or omission was in good faith, without negligence.
In performing its obligations under this Agreement, the
Bank may rely on the genuineness of any document which
it believes in good faith to have been validly
executed.
(iv) The Customer agrees to pay for and hold the Bank
harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other
governmental charges, and any related expenses with
respect to income from or Assets in the Accounts,
except to the extent that the Bank has failed to
exercise reasonable care in performing any obligations
which the Bank may have agreed to assume (in addition
to those stated in this Agreement) with respect to
taxes and such failure by the Bank is the direct cause
of such imposition or assessment of such taxes, charges
or expenses.
(v) The Bank shall be entitled to rely, and may act,
upon the advice of counsel (who may be counsel for the
Customer) on all legal matters and shall be without
liability for any action reasonably taken or omitted
pursuant to such advice; provided, that the Bank gives
(to the extent practicable) prior notice to Customer of
Bank's intention to so seek advice of counsel and an
opportunity for consultation with Customer on the
proposed contact with counsel.
(vi) The Bank represents and warrants that it currently
maintain a banker's blanket bond which provides
standard fidelity and non-negligent loss coverage with
respect to the Securities and Cash which may be held by
Subcustodians pursuant to this Agreement. The Bank
agrees that if at any time it for any reason
discontinues such coverage, it shall immediately give
sixty (60) days' prior written notice to the Customer.
The Bank need not maintain any insurance for the
benefit of the Customer.
(vii) Without limiting the foregoing, the Bank
shall not be liable for any loss which results from:
(1) the general risk of investing, or (2) investing or
holding Assets in a particular country including, but
not limited to, losses resulting from nationalization,
expropriation or other governmental actions; regulation
of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market
PAGE 9
conditions which prevent the orderly execution of securities
transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other
for any loss due to forces beyond their control
including, but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection,
revolution, nuclear fusion, fission or radiation, or
acts of God.
(b) Consistent with and without limiting the first
paragraph of this Section 12, it is specifically acknowledged
that the Bank shall have no duty or responsibility to:
(i) question Instructions or make any suggestions to
the Customer or an Authorized Person regarding such
Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Securities;
(iii) advise the Customer or an Authorized Person
regarding any default in the payment of principal or
income of any security other than as provided in
Section 5(c) of this Agreement;
(iv) evaluate or report to the Customer or an
Authorized Person regarding the financial condition of
any broker, agent (other than a Subcustodian) or other
party to which Securities are delivered or payments are
made pursuant to this Agreement;
(v) review or reconcile trade confirmations received
from brokers. The Customer or its Authorized Persons
(as defined in Section 10) issuing Instructions shall
bear any responsibility to review such confirmations
against Instructions issued to and statements issued by
the Bank.
(c) The Customer authorizes the Bank to act under this
Agreement notwithstanding that the Bank or any of its divisions
or affiliates may have a material interest in a transaction, or
circumstances are such that the Bank may have a potential
conflict of duty or interest including the fact that the Bank or
any of its affiliates may provide brokerage services to other
customers, act as financial advisor to the issuer of Securities,
act as a lender to the issuer of Securities, act in the same
transaction as agent for more than one customer, have a material
interest in the issue of Securities, or earn profits from any of
the activities listed herein.
13. Fees and Expenses.
PAGE 10
The Customer agrees to pay the Bank for its services under
this Agreement such amount as may be agreed upon in writing,
together with the Bank's reasonable out-of-pocket or incidental
expenses, including, but not limited to, reasonable legal fees.
The Bank shall have a lien on and is authorized to charge any
Accounts of the Customer for any amount owing to the Bank under
any provision of this Agreement upon notice to the Customer.
14. Miscellaneous.
(a) Foreign Exchange Transactions. Pursuant to
Instructions, which may be standing Instructions, to facilitate
the administration of the Customer's trading and investment
activity, the Bank is authorized to enter into spot or forward
foreign exchange contracts with the Customer or an Authorized
Person for the Customer and may also provide foreign exchange
through its subsidiaries or Subcustodians. The Bank may
establish rules or limitations concerning any foreign exchange
facility made available. In all cases where the Bank, its
subsidiaries, affiliates or Subcustodians enter into a foreign
exchange contract related to Accounts, the terms and conditions
of the then current foreign exchange contract of the Bank, its
subsidiary, affiliate or Subcustodian and, to the extent not
inconsistent, this Agreement shall apply to such transaction.
(b) Certification of Residency, etc. The Customer
certifies that it is a resident of the United States and agrees
to notify the Bank of any changes in residency. The Bank may
rely upon this certification or the certification of such other
facts as may be required to administer the Bank's obligations
under this Agreement. The Customer will indemnify the Bank
against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(c) Access to Records. The Bank shall allow the Customer's
independent public accountants, officers and advisers reasonable
access to the records of the Bank relating to the Assets as is
required in connection with their examination of books and
records pertaining to the Customer's affairs. Subject to
restrictions under applicable law, the Bank shall also obtain an
undertaking to permit the Customer's independent public
accountants reasonable access to the records of any Subcustodian
which has physical possession of any Assets as may be required in
connection with the examination of the Customer's books and
records.
(d) Governing Law; Successors and Assigns. This Agreement
shall be governed by the laws of the State of New York and shall
not be assignable by either party, but shall bind the successors
in interest of the Customer and the Bank.
PAGE 11
(e) Entire Agreement; Applicable Riders. Customer
represents that the Assets deposited in the Accounts are (Check
one):
X Employee Benefit Plan or other assets subject to the
Employee Retirement Income Security Act of 1974, as amended
("ERISA");
X Mutual Fund assets subject to certain Securities and
Exchange Commission ("SEC") rules and regulations;
X Neither of the above.
With respect to each Customer, this Agreement consists
exclusively of this document together with Schedules A, B,
Exhibits I - _______ and the following Rider(s) to the
extent indicated on Schedule A hereto opposite the name of
the Customer under the column headed "Applicable Riders to
Agreement":
X ERISA
X MUTUAL FUND
SPECIAL TERMS AND CONDITIONS
There are no other provisions of this Agreement and this
Agreement supersedes any other agreements, whether written or
oral, between the parties. Any amendment to this Agreement must
be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions
of this Agreement are held invalid, illegal or enforceable in any
respect on the basis of any particular circumstances or in any
jurisdiction, the validity, legality and enforceability of such
provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions will not in any way
be affected or impaired.
PAGE 12
(g) Waiver. Except as otherwise provided in this
Agreement, no failure or delay on the part of either party in
exercising any power or right under this Agreement operates as a
waiver, nor does any single or partial exercise of any power or
right preclude any other or further exercise, or the exercise of
any other power or right. No waiver by a party of any provision
of this Agreement, or waiver of any breach or default, is
effective unless in writing and signed by the party against whom
the waiver is to be enforced.
(h) Notices. All notices under this Agreement shall be
effective when actually received. Any notices or other
communications which may be required under this Agreement are to
be sent to the parties at the following addresses or such other
addresses as may subsequently be given to the other party in
writing:
Bank: The Chase Manhattan Bank, X.X.
Xxxxx XxxxxXxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Global Investor Services
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Copy to: The Chase Manhattan Bank, N.A.
Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX Xxxxxxx
Attention: Global Investor Services
Telephone: 00-00-000-0000
Facsimile: 00-00-000-0000
Telex: 8954681CMBG
Customer: Name of Customer from Schedule A
c/o X. Xxxx Price
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(i) Termination. This Agreement may be terminated by the
Customer or the Bank by giving ninety (90) days written notice to
the other, provided that such notice to the Bank shall specify
the names of the persons to whom the Bank shall deliver the
Assets in the Accounts. If notice of termination is given by the
Bank, the Customer shall, within ninety (90) days following
receipt of the notice, deliver to the Bank Instructions
specifying the names of the persons to whom the Bank shall
deliver the Assets. In either case the Bank will deliver the
Assets to the persons so specified, after deducting any amounts
which the Bank determines in good faith to be owed to it under
PAGE 13
Section 13. If within ninety (90) days following receipt of a
notice of termination by the Bank, the Bank does not receive
Instructions from the Customer specifying the names of the
persons to whom the Bank shall deliver the Assets, the Bank, at
its election, may deliver the Assets to a bank or trust company
doing business in the State of New York to be held and disposed
of pursuant to the provisions of this Agreement, or to Authorized
Persons, or may continue to hold the Assets until Instructions
are provided to the Bank.
(j) Entire Agreement. This Agreement, including the
Schedules and Riders hereto, embodies the entire agreement and
understanding of the parties in respect of the subject matter
contained in this Agreement. This Agreement supersedes all other
custody or other agreements between the parties with respect to
such subject matter, which prior agreements are hereby terminated
effective as of the date hereof and shall have no further force
or effect.
EACH OF THE CUSTOMERS, INDIVIDUALLY
AND SEPARATELY LISTED ON SECTION I OF
SCHEDULE A HERETO
/s/Xxxxxx X. Xxxxxx
By:________________________________
Xxxxxx X. Xxxxxx
Treasurer & Vice President
EACH OF THE CUSTOMERS, INDIVIDUALLY
AND SEPARATELY LISTED ON SECTION II OF
SCHEDULE A HERETO
/s/Xxxxx X. Xxxxxxx
By:____________________________________
Xxxxx X. Xxxxxxx
Treasurer
EACH OF THE CUSTOMERS, INDIVIDUALLY
AND SEPARATELY LISTED ON SECTION III OF
SCHEDULE A HERETO
/s/Xxxxx X. Xxxxxxx
By:___________________________________
Xxxxx X. Xxxxxxx
Treasurer
PAGE 14
THE CHASE MANHATTAN BANK, N.A.
/s/Xxxx Xxxxxxxx
By:_________________________________
Xxxx Xxxxxxxx
Vice President
STATE OF )
: ss.
COUNTY OF )
On this day of , 19 , before me
personally came , to me known, who
being by me duly sworn, did depose and say that he/she resides in
at ;
that he/she is of
, the entity
described in and which executed the foregoing instrument; that
he/she knows the seal of said entity, that the seal affixed to
said instrument is such seal, that it was so affixed by order of
said entity, and that he/she signed his/her name thereto by like
order.
__________________________________
Sworn to before me this
day of , 19 .
________________________________
Notary
PAGE 15
STATE OF )
: ss.
COUNTY OF )
On this day of
,19 , before me personally came , to
me known, who being by me duly sworn, did depose and say that
he/she resides in
at ; that
he/she is a Vice President of THE CHASE MANHATTAN BANK, (National
Association), the corporation described in and which executed the
foregoing instrument; that he/she knows the seal of said
corporation, that the seal affixed to said instrument is such
corporate seal, that it was so affixed by order of the Board of
Directors of said corporation, and that he/she signed his/her
name thereto by like order.
___________________________________
Sworn to before me this
day of , 19 .
___________________________________
Notary
PAGE 16
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1994
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is
REGISTERED UNDER THE INVESTMENT applicable to all
COMPANY ACT OF 1940 Customers listed under
Section I of this Schedule A.
Equity Funds
X. Xxxx Price Balanced Fund, Inc.
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price Capital Appreciation Fund
X. Xxxx Price Dividend Growth Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price Growth & Income Fund, Inc.
X. Xxxx Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price European Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Mid-Cap Growth Fund, Inc.
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price OTC Fund, Inc. on behalf of:
X. Xxxx Price OTC Fund
X. Xxxx Price Science & Technology Fund, Inc.
X. Xxxx Price Small Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
PAGE 17
Schedule A
Page 2 of 2
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
Income Funds
X. Xxxx Price Adjustable Rate U.S. Government Fund, Inc.
X. Xxxx Price High Yield Fund, Inc.
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Short-Term Bond Fund, Inc.
X. Xxxx Price Summit Funds, Inc. on behalf of:
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Global Government Bond Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Short-Term Global Income Fund
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all
X. Xxxx Price Trust Company, as Customers under Section
Trustee for the Xxxxxxx Xxxxxxx II of this Schedule A.
Salaried Employee Savings Plan
Common Trust Funds
X. Xxxx Price Trust Company, as Trustee
for the International Common Trust Fund
on behalf of the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER No Riders are applicable
to the Customer listed
RPFI International Partners, L.P. under Section III of
this Schedule A.
PAGE 18
ERISA Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Each of the Entities Listed on Schedule A Hereto
effective January 3, 1994
Customer represents that the Assets being placed in the
Bank's custody are subject to ERISA. It is understood that in
connection therewith the Bank is a service provider and not a
fiduciary of the plan and trust to which the assets are related.
The Bank shall not be considered a party to the underlying plan
and trust and the Customer hereby assumes all responsibility to
assure that Instructions issued under this Agreement are in
compliance with such plan and trust and ERISA.
This Agreement will be interpreted as being in compliance
with the Department of Labor Regulations Section 2550.404b-1
concerning the maintenance of indicia of ownership of plan assets
outside of the jurisdiction of the district courts of the United
States.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
As used in this Agreement, the term Subcustodian and the
term securities depositories include a branch of the Bank,
a branch of a qualified U.S. bank, an eligible foreign
custodian, or an eligible foreign securities depository,
where such terms shall mean:
(a) "qualified U.S. bank" shall mean a U.S. bank as
described in paragraph (a)(2)(ii)(A)(1) of the
Department of Labor Regulations Section 2550.404b-1;
(b) "eligible foreign custodian" shall mean a banking
institution incorporated or organized under the laws
of a country other than the United States which is
supervised or regulated by that country's government
or an agency thereof or other regulatory authority in
the foreign jurisdiction having authority over banks;
and
(c) "eligible foreign securities depository" shall mean a
securities depository or clearing agency,
incorporated or organized under the laws of a country
other than the United States, which is supervised or
regulated by that country's government or an agency
thereof or other regulatory authority in the foreign
jurisdiction having authority over such depositories
or clearing agencies and which is described in
paragraph (c)(2) of the Department of Labor
Regulations Section 2550.404b-1.
Section 4. Use of Subcustodian.
PAGE 19
Subsection (d) of this section is modified by deleting the
last sentence.
Section 5. Deposit Account Payments.
Subsection (b) is amended to read as follows:
(b) In the event that any payment made under this Section
5 exceeds the funds available in the Deposit Account, such
discretionary advance shall be deemed a service provided
by the Bank under this Agreement for which it is entitled
to recover its costs as may be determined by the Bank in
good faith.
Section 10. Authorized Persons.
Add the following paragraph at the end of Section 10:
Customer represents that: a) Instructions will only be issued
by or for a fiduciary pursuant to Department of Labor
Regulation Section 404b-1 (a)(2)(i) and b) if Instructions
are to be issued by an investment manager, such entity will
meet the requirements of Section 3(38) of ERISA and will have
been designated by the Customer to manage assets held in the
Customer Accounts ("Investment Manager"). An Investment
Manager may designate certain of its employees to act as
Authorized Persons under this Agreement.
Section 14(a). Foreign Exchange Transactions.
Add the following paragraph at the end of Subsection 14(a):
Instructions to execute foreign exchange transactions with
the Bank, its subsidiaries, affiliates or Subcustodians will
include (1) the time period in which the transaction must be
completed; (2) the location i.e., Chase New York, Chase
London, etc. or the Subcustodian with whom the contract is to
be executed and (3) such additional information and
guidelines as may be deemed necessary; and, if the
Instruction is a standing Instruction, a provision allowing
such Instruction to be overridden by specific contrary
Instructions.
PAGE 20
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Each of the Entities Listed on Schedule A Hereto
effective January 3, 1994
Customer represents that the Assets being placed in the
Bank's custody are subject to the Investment Company Act of 1940
(the Act), as the same may be amended from time to time.
Except to the extent that the Bank has specifically agreed to
comply with a condition of a rule, regulation, interpretation
promulgated by or under the authority of the SEC or the Exemptive
Order applicable to accounts of this nature issued to the Bank
(Investment Company Act of 1940, Release No. 12053, November 20,
1981), as amended, or unless the Bank has otherwise specifically
agreed, the Customer shall be solely responsible to assure that
the maintenance of Assets under this Agreement complies with such
rules, regulations, interpretations or exemptive order
promulgated by or under the authority of the Securities Exchange
Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in
this Agreement shall mean a branch of a qualified U.S. bank,
an eligible foreign custodian or an eligible foreign
securities depository, which are further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank
as defined in Rule 17f-5 under the Investment Company Act of
1940;
(b) "eligible foreign custodian" shall mean (i) a banking
institution or trust company incorporated or organized under
the laws of a country other than the United States that is
regulated as such by that country's government or an agency
thereof and that has shareholders' equity in excess of $200
million in U.S. currency (or a foreign currency equivalent
thereof), (ii) a majority owned direct or indirect subsidiary
of a qualified U.S. bank or bank holding company that is
incorporated or organized under the laws of a country other
than the United States and that has shareholders' equity in
excess of $100 million in U.S. currency (or a foreign
currency equivalent thereof)(iii) a banking institution or
trust company incorporated or organized under the laws of a
country other than the United States or a majority owned
direct or indirect subsidiary of a qualified U.S. bank or
bank holding company that is incorporated or organized under
the laws of a country other than the United States which has
such other qualifications as shall be specified in
Instructions and approved by the Bank; or (iv) any other
PAGE 21
entity that shall have been so qualified by exemptive order,
rule or other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a
securities depository or clearing agency, incorporated or
organized under the laws of a country other than the United
States, which operates (i) the central system for handling
securities or equivalent book-entries in that country, or
(ii) a transnational system for the central handling of
securities or equivalent book-entries.
The Customer represents that its Board of Directors has
approved each of the Subcustodians listed in Schedule B to this
Agreement and the terms of the subcustody agreements between the
Bank and each Subcustodian, which are attached as Exhibits I
through of Schedule B, and further represents that its
Board has determined that the use of each Subcustodian and the
terms of each subcustody agreement are consistent with the best
interests of the Fund(s) and its (their) shareholders. The Bank
will supply the Customer with any amendment to Schedule B for
approval. As requested by the Bank, the Customer will supply the
Bank with certified copies of its Board of Directors
resolution(s) with respect to the foregoing prior to placing
Assets with any Subcustodian so approved.
Section 11. Instructions.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions
made pursuant to Section 5 and 6 of this Agreement may be
made only for the purposes listed below. Instructions must
specify the purpose for which any transaction is to be made
and Customer shall be solely responsible to assure that
Instructions are in accord with any limitations or
restrictions applicable to the Customer by law or as may be
set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at
prices as confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or
otherwise become payable;
(c) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan or
merger, consolidation, reorganization, recapitalization or
readjustment;
(d) Upon conversion of Securities pursuant to their terms
into other securities;
(e) Upon exercise of subscription, purchase or other similar
rights represented by Securities;
(f) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses;
PAGE 22
(g) In connection with any borrowings by the Customer
requiring a pledge of Securities, but only against receipt of
amounts borrowed;
(h) In connection with any loans, but only against receipt
of adequate collateral as specified in Instructions which
shall reflect any restrictions applicable to the Customer;
(i) For the purpose of redeeming shares of the capital stock
of the Customer and the delivery to, or the crediting to the
account of, the Bank, its Subcustodian or the Customer's
transfer agent, such shares to be purchased or redeemed;
(j) For the purpose of redeeming in kind shares of the
Customer against delivery to the Bank, its Subcustodian or
the Customer's transfer agent of such shares to be so
redeemed;
(k) For delivery in accordance with the provisions of any
agreement among the Customer, the Bank and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance
with the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Customer;
(l) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities
shall be released only upon payment to the Bank of monies for
the premium due and a receipt for the Securities which are to
be held in escrow. Upon exercise of the option, or at
expiration, the Bank will receive from brokers the Securities
previously deposited. The Bank will act strictly in
accordance with Instructions in the delivery of Securities to
be held in escrow and will have no responsibility or
liability for any such Securities which are not returned
promptly when due other than to make proper request for such
return;
(m) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from
Securities or related transactions;
(n) For other proper purposes as may be specified in
Instructions issued by an officer of the Customer which shall
include a statement of the purpose for which the delivery or
payment is to be made, the amount of the payment or specific
Securities to be delivered, the name of the person or persons
to whom delivery or payment is to be made, and a
certification that the purpose is a proper purpose under the
instruments governing the Customer; and
(o) Upon the termination of this Agreement as set forth in
Section 14(i).
PAGE 23
Section 12. Standard of Care; Liabilities.
Add the following subsection (c) to Section 12:
(c) The Bank hereby warrants to the Customer that in its
opinion, after due inquiry, the established procedures to be
followed by each of its branches, each branch of a qualified
U.S. bank, each eligible foreign custodian and each eligible
foreign securities depository holding the Customer's
Securities pursuant to this Agreement afford protection for
such Securities at least equal to that afforded by the Bank's
established procedures with respect to similar securities
held by the Bank and its securities depositories in New York.
Section 14. Access to Records.
Add the following language to the end of Section 14(c):
Upon reasonable request from the Customer, the Bank shall
furnish the Customer such reports (or portions thereof) of
the Bank's system of internal accounting controls applicable
to the Bank's duties under this Agreement. The Bank shall
endeavor to obtain and furnish the Customer with such similar
reports as it may reasonably request with respect to each
Subcustodian and securities depository holding the Customer's
assets.
GLOBAL CUSTODY AGREEMENT
WITH
DATE
SPECIAL TERMS AND CONDITIONS RIDER
PAGE 24
January, 1994 Schedule B
SUB-CUSTODIANS EMPLOYED BY
THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY
COUNTRY
SUB-CUSTODIAN
CORRESPONDENT BANK
ARGENTINA
The Chase Manhattan Bank,
N.A.
Main Branch
00 Xx Xxxx 000/000
Xxxxxx Xxxxx
XXXXXXXXX
The Chase
Manhattan Bank,
N.A. Buenos Aires
AUSTRALIA
The Chase Manhattan Bank,
Australia Limited
36th Floor
World Trade Centre
Xxxxxxx Xxxxxx
Xxxxxx
Xxx Xxxxx Xxxxx 0000
XXXXXXXXX
The Chase
Manhattan Bank
Australia Limited
Sydney
AUSTRIA
Creditanstalt - Xxxxxxxxxx
Xxxxxxxxxxxxx 0
X - 0000, Xxxxxx
XXXXXXX
Credit Lyonnais
Vienna
BANGLADESH
Standard Chartered Bank
18-20 Motijheel C.A.
Xxx 000,
Xxxxx-0000
XXXXXXXXXX
Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx
XXXXXXX
Generale Bank
3 Xxxxxxxx Xx Xxxx
0000 Xxxxxxxxx
XXXXXXX
Credit Lyonnais
Bank Brussels
BOTSWANA
Standard Chartered Bank
Botswana Ltd.
0xx Xxxxx Xxxxxxxx Xxxxx
Xxx Xxxx
Xxxxxxxx
BOTSWANA
Standard Chartered
Bank Botswana Ltd.
Gaborone
BRAZIL Banco Chase Manhattan, X.X.
Xxxxx Manhattan Center
Rua Verbo Divino, 1400
Sao Paulo, SP 00000-000
XXXXXX
Banco Chase Manhattan S.A.
Sao Paulo
PAGE 25
CANADA
The Royal Bank of Canada
Xxxxx Xxxx Xxxxx
Xxxxxxx
Xxxxxxx X0X 0X0
XXXXXX
Xxxxxx Trust
Canada Trust Tower
BCE Place
000 Xxx xx Xxxxx
Xxxxxxx
Xxxxxxx X0X 0X0
XXXXXX
Toronto Xxxxxxxx
Xxxx
Xxxxxxx
Xxxxxxx Dominion
Bank
Toronto
CHILE
The Chase Manhattan Bank,
N.A.
Agustinas 1235
Xxxxxxx 0000
Xxxxxxxx
XXXXX
The Chase
Manhattan Bank,
X.X.
Xxxxxxxx
COLOMBIA
Cititrust Colombia S.A.
Sociedad Fiduciaria
Av. Xxxxxxx No 8-89
Santafe de Bogota, DC
COLOMBIA
Cititrust Colombia
S.A. Sociedad
Fiduciaria
Santafe de Bogota
CZECH
REPUBLC
Ceskoslovenska Obchodni
Banka, A.S.
Xx Xxxxxxxx 00
000 00 Xxxxx 0
XXXXX XXXXXXXX
Ceskoslovenska
Obchodni Banka,
A.S.
Praha
DENMARK
Den Xxxxxx Xxxx
0 Xxxxxxx Xxxxxx XX 0000
Copenhagen
DENMARK
Den Danske Bak
Copenhagen
EUROBONDS
Cedel S.A.
00 Xxxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxxxxx
XXXXXXXXXX
A/c The Chase Manhattan
Bank, N.A.
London
A/c No. 17817
ECU:Lloyds Bank
PLC
International
Banking Dividion
London
For all other
currencies: see
relevant country
EURO CDS First Chicago Clearing Centre
00 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
ECU:Lloyds Bank PLC
Banking Division London
For all other currencies: see relevant country
PAGE 26
FINLAND
Kansallis-Osake-Pankki
Xxxxxxxxxxxxxxxx 00
00000 Xxxxxxxx 00
XXXXXXX
Xxxxxxxxxx-Xxxxx-
Xxxxxx
XXXXXX
Banque Paribas
Ref 256
XX 000
0, Xxx X'Xxxxx
75078 Xxxxx
Xxxxx 00
XXXXXX
Societe Generale
Paris
GERMANY
Chase Bank A.G.
Xxxxxxxxxxxxxxxx 00
Xxxxxxxx 00 00 00
00000 Xxxxxxxxx/Xxxx
XXXXXXX
Xxxxx Xxxx X.X.
Xxxxxxxxx
XXXXXX
National Bank of Greece S.A.
00 Xxxxxxx Xxxxxx
Xxxxxx
XXXXXX
National Bank of
Greece S.A. Athens
A/c Chase
Manhattan Bank,
N.A., London
A/c No.
040/7/921578-68
HONG KONG
The Chase Manhattan Bank,
N.A.
00/X Xxx Xxxxxxxx Xxxxxx
0, Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxx Xxxx
XXXX XXXX
The Chase
Manhattan Bank,
N.A.
Hong Kong
HUNGARY
Citibank Budapest Rt.
Xxxx Xxxx 00-00
0000 Xxxxxxxx X
XXXXXXX
Citibank Budapest
Rt.
Budapest
INDIA
The Hongkong and Shanghai
Banking Corporation Limited
00/00 Xxxxxxx Xxxxxx Xxxx
Xxxxxx 000 000
XXXXX
The Hongkong and
Shanghai
Banking
Corporation
Limited
Bombay
INDONESIA The Hongkong and Shanghai
Banking Corporation Limited
World Trade Center
J1. Jend Xxxxxxxx Xxx. 00-00
Xxxxxxx 00000
XXXXXXXXX
The Chase Manhattan Bank, N.A.
Jakarta
PAGE 27
IRELAND
Bank of Ireland
International Financial
Services Centre
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx 0
XXXXXXX
Allied Irish Bank
Dublin
ISRAEL
Bank Leumi Le-Israel B.M.
00 Xxxxx Xxxxxx
00000 Xxx Xxxx
XXXXXX
Bank Leumi Le-
Israel B.M.
Tel Aviv
ITALY
The Chase Manhattan Bank,
N.A.
Xxxxxx Xxxx 0
00000 Xxxxx
XXXXX
The Chase
Manhattan Bank,
N.A.
Milan
JAPAN
The Chase Manhattan Bank,
N.A.
0-0 Xxxxxxxxxx 0-Xxxxx
Xxxxxxx-Xx
Xxxxx 000
XXXXX
The Chase
Manhattan Bank,
N.A.
Tokyo
JORDAN
Arab Bank Limited
X.X. Xxx 000000-0
Xxxxx
Xxxxxxxxx
XXXXXX
Arab Bank Limited
Amman
LUXEMBOURG
Banque Generale du
Luxembourg S.A.
00 Xxxxxx Xxxxxxxx
XXXXXXXXXX
Banque Generale du
Luxembourg S.A.
Luxembourg
MALAYSIA
The Chase Manhattan Bank,
X.X.
Xxxxxx Xxxxxxxxxxxxx
Xxxxx Xxxxxx Xxxxxx
00000, Xxxxx Xxxxxx
MALAYSIA
The Chase
Manhattan Bank,
N.A.
Kuala Lumpur
MEXICO
(Equities)
The Chase Manhattan Bank, N.A.
Xxxxxxxx 000, Xxxx 0
00000 Xxxxxx D.F.
MEXICO
No correspondent Bank
(Government
Bonds)
Banco Nacional de Mexico,
Xxxxxxx Xxxxxx Xx. 000 - 00
Xxxx
00000 Xxxxxx D.F.
MEXICO
Banque Commerciale
du Maroc
Casablanca
PAGE 28
NETHERLANDS
ABN AMRO N.V.
Securities Xxxxxx
X.X. Xxx 0000
0000 Xx Xxxxx
XXXXXXXXXXX
Credit Lyonnais
Bank Nederland
N.V.
Rotterdam
NEW ZEALAND
National Nominees Limited
Level 2 BNZ Tower
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
National Bank of
New Zealand
Wellington
NORWAY
Den Xxxxxx Xxxx
Xxxxxxxxxx 00
Xxxx 0
XXXXXX
Den Norske Bank
Oslo
PAKISTAN
Citibank N.A.
State Life Building Xx.0
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx
XXXXXXXX
Citibank N.A.
Karachi
PERU
Citibank, N.A.
Camino Real 457
XX Xxxxx Real - 5th Floor
San Xxxxxx, Lima 27
PERU
Citibank N.A.
Lima
PHILIPPINES
The Hongkong and Shanghai
Banking Corporation Limited
Hong Kong Bank Centre 3/F
San Xxxxxx Avenue
Ortigas Commercial Centre
Pasig Metro Manila
PHILIPPINES
The Hongkong and
Shaghai Banking
Corporation
Limited
Manila
POLAND
Bank Polska Kasa Opieki S.A.
6/12 Xxxx Xxxxx Xxx
00-000 Xxxxxx
XXXXXX
Bank Potska Kasa
Opieki S.A.
Warsaw
PORTUGAL Banco Espirito Santo & Comercial de Lisboa
Servico de Gestaode Titulos
X. Xxxxxxxx xx Xxxxxxxx, 00 x/x
0000 Xxxxxx
XXXXXXXX
Banco Pinto & Sotto Mayor Xxxxxxx Xxxxxx Xxxxxxx xx Xxxx
0000 Xxxxxx
PAGE 29
SHANGHAI
(CHINA)
The Hongkong and Shanghai
Banking Corporation Limited
Shanghai Branch
Corporate Banking Centre
Xxxx 000, 0/X Xxxxxxxx
Xxxxxx
0000 Xxxxxxx Xx Xx
Shanghai
THE PEOPLE'S REPUBLIC OF
CHINA
The Chase
Manhattan Bank,
N.A.
Hong Kong
SCHENZHEN
(CHINA)
The Hongkong and Shanghai
Banking Corporation Limited
0xx Xxxxx
Xxxxxxx Xxxxx Hotel
No. 1 Xxxx Xxxx Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF
CHINA
The Chase
Manhattan Bank,
N.A.
Hong Kong
SINGAPORE
The Chase Manhattan Bank,
N.A.
Xxxxx Xxxxx
00 Xxxxxxx Xxxxx
Xxxxxxxxx 0000
SINGAPORE
The Chase
Manhattan Bank,
N.A.
Singapore
SOUTH KOREA
The Hongkong & Shanghai
Banking Corporation Limited
0/X Xxxxx Xxxxxxxx
#0 Xxxxxxx, 0-xx Xxxxxxx-Xx,
Xxxxx
XXXXX XXXXX
The Hongkong &
Shanghai Banking
Corporation
Limited
Seoul
SPAIN
The Chase Manhattan Bank,
N.A.
Xxxxx Xxxxxxx 0
0xx Xxxxx
Xx Xxxxxxx
00000 Xxxxxx
XXXXX
Banco Zaragozano,
X.X.
Xxxxxx
URUGUAY
The First National Bank of
Boston
Xxxxxx 1463
Montevideo
URUGUAY
The First National
Bank of Boston
Montevideo
U.S.A The Chase Manhattan Bank, N.A.
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx
XX 00000
U.S.A.
The Chase Manhattan Bank, N.A.
New York
PAGE 30
VENEZUELA
Citibank N.A.
Carmelitas a Xxxxxxxxxx
Xxxxxxxx Xxxxxxxx
Xxxxxxx 0000
XXXXXXXXX
Xxxxxxxx N.A.
Caracas
PAGE 31
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of April 18, 1994 (the
"Amendment Agreement") to the Global Custody Agreement, effective
January 3, 1994 (the "Custody Agreement") by and between each of
the Entities listed in Attachment A hereto, separately and
individually (each such entity referred to hereinafter as the
"Customer") and THE CHASE MANHATTAN BANK, N.A. (the "Bank").
Terms defined in the Custody Agreement are used herein as therein
defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its
global custodian and the bank wishes to accept such appointment
pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody
Agreement ("Schedule A") shall be amended to add each
Customer listed in Attachment A hereto. The revised
Schedule A incorporating these changes in the form
attached hereto as Attachment B shall supersede the
existing Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all
respects by all the terms and conditions of the Custody
Agreement and shall be fully liable thereunder as a
"Customer" as defined in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby, the
Custody Agreement is in full force and effect and as so
amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be
construed in accordance with and governed by the law of
the State of New York without regard to its conflict of
law principles.
PAGE 32
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
/s/Xxxx X. Xxxxxxxx
By:________________________________
Xxxx X. Xxxxxxxx
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY
/s/Xxxxxx X. Xxxxxx
By: ______________________________
Xxxxxx X. Xxxxxx
Treasurer
PAGE 33
Attachment A
LIST OF CUSTOMERS
X. Xxxx Price International Series, Inc. on behalf of the
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Equity Series, Inc. on behalf of the
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price New America Growth Fund, Inc.
X. Xxxx Price Income Series, Inc. on behalf of
X. Xxxx Price Limited-Term Bond Portfolio
PAGE 34
Attachment B
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT The Mutual Fund Rider is
COMPANIES/PORTFOLIOS applicable to all Customers
REGISTERED UNDER THE listed under Section I
INVESTMENT COMPANY ACT OF 1940 of this Schedule A.
PAGE 35
Equity Funds
X. Xxxx Price Balanced Fund, Inc.
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price Capital Appreciation Fund
X. Xxxx Price Dividend Growth Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price Growth & Income Fund, Inc.
X. Xxxx Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price European Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price International Series, Inc., on behalf of:
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Mid-Cap Growth Fund, Inc.
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price OTC Fund, Inc. on behalf of:
X. Xxxx Price OTC Fund
X. Xxxx Price Science & Technology Fund, Inc.
X. Xxxx Price Small-Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
X. Xxxx Price Equity Series, Inc. on behalf of:
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price New America Growth Fund, Inc.
Income Funds
X. Xxxx Price Adjustable Rate U.S. Government Fund, Inc.
X. Xxxx Price High Yield Fund, Inc.
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Short-Term Bond Fund, Inc.
X. Xxxx Price Summit Funds, Inc. on behalf of:
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Global Government Income Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Short-Term Global Income Fund
X. Xxxx Price Income Series, Inc. on behalf of:
X. Xxxx Price Limited-Term Bond Portfolio
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all Customers
X. Xxxx Price Trust Company, under Section II of this
as Trustee for the Xxxxxxx Schedule X.
Xxxxxxx Salaried Employee
Savings Plan
PAGE 36
Common Trust Funds
X. Xxxx Price Trust company,
as Trustee for the International
Common Trust Fund on behalf of
the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER No Riders are applicable to
the Customer listed under
RPFI International Section III of this
Partners, L.P. Schedule A.
PAGE 37
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of August 15, 1994 (the
"Amendment Agreement") to the Global Custody Agreement, effective
January 3, 1994, as amended (the "Custody Agreement") by and
between each of the Entities listed in Attachment A hereto,
separately and individually (each such entity referred to
hereinafter as the "Customer") and THE CHASE MANHATTAN BANK, N.A.
(the "Bank"). Terms defined in the Custody Agreement are used
herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its
global custodian and the Bank wishes to accept such appointment
pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody
Agreement ("Schedule A") shall be amended to add each Customer
listed in Attachment A hereto. The revised Schedule A
incorporating these changes in the form attached hereto as
Attachment B shall supersede the existing Schedule A in its
entirety.
2. Agreement. The Customer agrees to be bound in all
respects by all the terms and conditions of the Custody Agreement
and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby,
the Custody Agreement is in full force and effect and as so
amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be
construed in accordance with and governed by the law of the State
of New York without regard to its conflict of law principles.
PAGE 38
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
/s/Xxxx X. Xxxxxxxx
By:_________________________________
Xxxx X. Xxxxxxxx
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY
/s/Xxxxxx X. Xxxxxx
By:_________________________________
Xxxxxx X. Xxxxxx
Treasurer
PAGE 39
Attachment A
LIST OF CUSTOMERS
X. Xxxx Price Equity Series, Inc. on behalf of the
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Personal Strategy Funds, Inc. on behalf of
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
PAGE 40
Attachment B
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT The Mutual Fund Rider is
COMPANIES/PORTFOLIOS applicable to all Customers
REGISTERED UNDER THE listed under Section I
INVESTMENT COMPANY ACT OF 1940 of this Schedule A.
Equity Funds
X. Xxxx Price Balanced Fund, Inc.
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price Capital Appreciation Fund
X. Xxxx Price Dividend Growth Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price Growth & Income Fund, Inc.
X. Xxxx Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price European Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price International Series, Inc., on behalf of:
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Mid-Cap Growth Fund, Inc.
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price OTC Fund, Inc. on behalf of:
X. Xxxx Price OTC Fund
X. Xxxx Price Science & Technology Fund, Inc.
X. Xxxx Price Small-Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
X. Xxxx Price Equity Series, Inc. on behalf of:
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price New America Growth Fund, Inc.
PAGE 41
Income Funds
X. Xxxx Price Adjustable Rate U.S. Government Fund, Inc.
X. Xxxx Price High Yield Fund, Inc.
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Short-Term Bond Fund, Inc.
X. Xxxx Price Summit Funds, Inc. on behalf of:
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Global Government Income Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Short-Term Global Income Fund
X. Xxxx Price Income Series, Inc. on behalf of:
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Personal Strategy Funds, Inc. on behalf of:
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all Customers
X. Xxxx Price Trust Company, under Section II of this
as Trustee for the Xxxxxxx Schedule X.
Xxxxxxx Salaried Employee
Savings Plan
Common Trust Funds
X. Xxxx Price Trust company,
as Trustee for the International
Common Trust Fund on behalf of
the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER No Riders are applicable to
the Customer listed under
RPFI International Section III of this
Partners, L.P. Schedule A.
PAGE 42
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of November 28, 1994 (the
"Amendment Agreement") to the Global Custody Agreement, effective
January 3, 1994, as amended (the "Custody Agreement") by and
between each of the Entities listed in Attachment A hereto,
separately and individually (each such entity referred to
hereinafter as the "Customer") and THE CHASE MANHATTAN BANK, N.A.
(the "Bank"). Terms defined in the Custody Agreement are used
herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its
global custodian and the Bank wishes to accept such appointment
pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody
Agreement ("Schedule A") shall be amended to add each Customer
listed in Attachment A hereto. The revised Schedule A
incorporating these changes in the form attached hereto as
Attachment B shall supersede the existing Schedule A in its
entirety.
2. Agreement. The Customer agrees to be bound in all
respects by all the terms and conditions of the Custody Agreement
and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby,
the Custody Agreement is in full force and effect and as so
amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be
construed in accordance with and governed by the law of the State
of New York without regard to its conflict of law principles.
PAGE 43
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
/s/Xxxx X. Xxxxxxxx
By:_________________________________
Xxxx X. Xxxxxxxx
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY
/s/Xxxxxx X. Xxxxxx
By:_________________________________
Xxxxxx X. Xxxxxx
Treasurer
PAGE 44
Attachment A
LIST OF CUSTOMERS
X. Xxxx Price Value Fund, Inc.
X. Xxxx Price Capital Opportunity Fund, Inc.
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Emerging Markets Bond Fund
PAGE 45
Attachment B
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT The Mutual Fund Rider is
COMPANIES/PORTFOLIOS applicable to all Customers
REGISTERED UNDER THE listed under Section I
INVESTMENT COMPANY ACT OF 1940 of this Schedule A.
Equity Funds
X. Xxxx Price Balanced Fund, Inc.
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price Capital Appreciation Fund
X. Xxxx Price Capital Opportunity Fund, Inc.
X. Xxxx Price Dividend Growth Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price Growth & Income Fund, Inc.
X. Xxxx Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price European Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price International Series, Inc., on behalf of:
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Mid-Cap Growth Fund, Inc.
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price OTC Fund, Inc. on behalf of:
X. Xxxx Price OTC Fund
X. Xxxx Price Science & Technology Fund, Inc.
X. Xxxx Price Small-Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
X. Xxxx Price Equity Series, Inc. on behalf of:
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price New America Growth Fund, Inc.
X. Xxxx Price Value Fund, Inc.
PAGE 46
Income Funds
X. Xxxx Price Adjustable Rate U.S. Government Fund, Inc.
X. Xxxx Price High Yield Fund, Inc.
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Short-Term Bond Fund, Inc.
X. Xxxx Price Summit Funds, Inc. on behalf of:
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Global Government Income Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Short-Term Global Income Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Income Series, Inc. on behalf of:
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Personal Strategy Funds, Inc. on behalf of:
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all Customers
X. Xxxx Price Trust Company, under Section II of this
as Trustee for the Xxxxxxx Schedule X.
Xxxxxxx Salaried Employee
Savings Plan
Common Trust Funds
X. Xxxx Price Trust company,
as Trustee for the International
Common Trust Fund on behalf of
the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER No Riders are applicable to
the Customer listed under
RPFI International Section III of this
Partners, L.P. Schedule A.
PAGE 47
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of May 31, 1995 (the
"Amendment Agreement") to the Global Custody Agreement, effective
January 3, 1994, as amended (the "Custody Agreement") by and
between each of the Entities listed in Attachment A hereto,
separately and individually (each such entity referred to
hereinafter as the "Customer") and THE CHASE MANHATTAN BANK, N.A.
(the "Bank"). Terms defined in the Custody Agreement are used
herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its
global custodian and the Bank wishes to accept such appointment
pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody
Agreement ("Schedule A") shall be amended to add and delete
certain Customers as specified in Attachment A hereto. The
revised Schedule A incorporating these changes in the form
attached hereto as Attachment B shall supersede the existing
Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all
respects by all the terms and conditions of the Custody Agreement
and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby,
the Custody Agreement is in full force and effect and as so
amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be
construed in accordance with and governed by the law of the State
of New York without regard to its conflict of law principles.
PAGE 48
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
/s/Xxxx X. Xxxxxxxx
By:_________________________________
Xxxx X. Xxxxxxxx
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY
/s/Xxxxxx X. Xxxxxx
By:_________________________________
Xxxxxx X. Xxxxxx
Treasurer
PAGE 49
Attachment A
LIST OF CUSTOMERS
Add the following Fund:
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Emerging Markets Stock Fund
Delete the following Fund:
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
PAGE 50
Attachment B
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT The Mutual Fund Rider is
COMPANIES/PORTFOLIOS applicable to all Customers
REGISTERED UNDER THE listed under Section I
INVESTMENT COMPANY ACT OF 1940 of this Schedule A.
Equity Funds
X. Xxxx Price Balanced Fund, Inc.
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price Capital Appreciation Fund
X. Xxxx Price Capital Opportunity Fund, Inc.
X. Xxxx Price Dividend Growth Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price Growth & Income Fund, Inc.
X. Xxxx Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price European Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price International Series, Inc., on behalf of:
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Mid-Cap Growth Fund, Inc.
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price OTC Fund, Inc. on behalf of:
X. Xxxx Price OTC Fund
X. Xxxx Price Science & Technology Fund, Inc.
X. Xxxx Price Small-Cap Value Fund, Inc.
X. Xxxx Price Equity Series, Inc. on behalf of:
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price New America Growth Fund, Inc.
X. Xxxx Price Value Fund, Inc.
PAGE 51
Income Funds
X. Xxxx Price Adjustable Rate U.S. Government Fund, Inc.
X. Xxxx Price High Yield Fund, Inc.
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Short-Term Bond Fund, Inc.
X. Xxxx Price Summit Funds, Inc. on behalf of:
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Global Government Income Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Short-Term Global Income Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Income Series, Inc. on behalf of:
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Personal Strategy Funds, Inc. on behalf of:
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all Customers
X. Xxxx Price Trust Company, under Section II of this
as Trustee for the Xxxxxxx Schedule X.
Xxxxxxx Salaried Employee
Savings Plan
Common Trust Funds
X. Xxxx Price Trust company,
as Trustee for the International
Common Trust Fund on behalf of
the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER No Riders are applicable to
the Customer listed under
RPFI International Section III of this
Partners, L.P. Schedule A.
PAGE 52
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of November 1, 1995 (the
"Amendment Agreement") to the Global Custody Agreement, effective
January 3, 1994, as amended (the "Custody Agreement") by and
between each of the Entities listed in Attachment A hereto,
separately and individually (each such entity referred to
hereinafter as the "Customer") and THE CHASE MANHATTAN BANK, N.A.
(the "Bank"). Terms defined in the Custody Agreement are used
herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its
global custodian and the Bank wishes to accept such appointment
pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody
Agreement ("Schedule A") shall be amended to add and delete
certain Customers as specified in Attachment A hereto. The
revised Schedule A incorporating these changes in the form
attached hereto as Attachment B shall supersede the existing
Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all
respects by all the terms and conditions of the Custody Agreement
and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby,
the Custody Agreement is in full force and effect and as so
amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be
construed in accordance with and governed by the law of the State
of New York without regard to its conflict of law principles.
PAGE 53
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
/s/Xxxx X. Xxxxxxxx
By:_________________________________
Xxxx X. Xxxxxxxx
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY
/s/Xxxxxx X. Xxxxxx
By:_________________________________
Xxxxxx X. Xxxxxx
Treasurer
PAGE 54
Attachment A
LIST OF CUSTOMERS
Add the following Funds:
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Global Stock Fund
X. Xxxx Price Corporate Income Fund, Inc.
X. Xxxx Price Health & Life Sciences Fund, Inc.
PAGE 55
Attachment B
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT The Mutual Fund Rider is
COMPANIES/PORTFOLIOS applicable to all Customers
REGISTERED UNDER THE listed under Section I
INVESTMENT COMPANY ACT OF 1940 of this Schedule A.
Equity Funds
X. Xxxx Price Balanced Fund, Inc.
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price Capital Appreciation Fund
X. Xxxx Price Capital Opportunity Fund, Inc.
X. Xxxx Price Dividend Growth Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price Growth & Income Fund, Inc.
X. Xxxx Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price European Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. Xxxx Price International Series, Inc., on behalf of:
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Mid-Cap Growth Fund, Inc.
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price OTC Fund, Inc. on behalf of:
X. Xxxx Price OTC Fund
X. Xxxx Price Science & Technology Fund, Inc.
X. Xxxx Price Small-Cap Value Fund, Inc.
X. Xxxx Price Equity Series, Inc. on behalf of:
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price New America Growth Fund, Inc.
X. Xxxx Price Value Fund, Inc.
X. Xxxx Price Health & Life Sciences Fund, Inc.
PAGE 56
Income Funds
X. Xxxx Price Adjustable Rate U.S. Government Fund, Inc.
X. Xxxx Price High Yield Fund, Inc.
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Short-Term Bond Fund, Inc.
X. Xxxx Price Summit Funds, Inc. on behalf of:
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Global Government Income Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Short-Term Global Income Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Income Series, Inc. on behalf of:
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Personal Strategy Funds, Inc. on behalf of:
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. Xxxx Price Corporate Income Fund, Inc.
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all Customers
X. Xxxx Price Trust Company, under Section II of this
as Trustee for the Xxxxxxx Schedule X.
Xxxxxxx Salaried Employee
Savings Plan
Common Trust Funds
X. Xxxx Price Trust Company,
as Trustee for the International
Common Trust Fund on behalf of
the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER No Riders are applicable to
the Customer listed under
RPFI International Section III of this
Partners, L.P. Schedule A.
PAGE 57
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended
April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995,
and November 1, 1995 (the "Custody Agreement"), by and between
each of the Entities listed in Attachment A hereto, separately
and individually (each such entity referred to hereinafter as the
"Customer") and The Chase Manhattan Bank, N.A., which contracts
have been assumed by operation of law by THE CHASE MANHATTAN BANK
(the "Bank") is hereby further amended, as of July 31, 1996 (the
"Amendment Agreement"). Terms defined in the Custody Agreement
are used herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its
global custodian and the Bank wishes to accept such appointment
pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody
Agreement ("Schedule A") shall be amended to add and delete
certain Customers as specified in Attachment A hereto. The
revised Schedule A incorporating these changes in the form
attached hereto as Attachment B shall supersede the existing
Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all
respects by all the terms and conditions of the Custody Agreement
and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby,
the Custody Agreement is in full force and effect and as so
amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be
construed in accordance with and governed by the law of the State
of New York without regard to its conflict of law principles.
PAGE 58
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK
/s/Xxxxxxxx Xxxxxxx
By:_________________________________
Xxxxxxxx Xxxxxxx
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY
/s/Xxxxxx X. Xxxxxx
By:_________________________________
Xxxxxx X. Xxxxxx
Treasurer
PAGE 59
Attachment A
LIST OF CUSTOMERS
Add the following Funds:
X. Xxxx Price Equity Series, Inc. on behalf of:
X. Xxxx Price Mid-Cap Growth Portfolio
X. Xxxx Price Financial Services Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
X. Xxxx Price Mid-Cap Value Fund, Inc.
X. Xxxx Price Trust Company, as Trustee for the
International Common Trust Fund on behalf of:
Emerging Markets Equity Trust
PAGE 60
Attachment B
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1994
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT The Mutual Fund Rider is
COMPANIES/PORTFOLIOS applicable to all Customers
REGISTERED UNDER THE listed under Section I
INVESTMENT COMPANY ACT OF 1940 of this Schedule A.
Equity Funds
X. Xxxx Price Balanced Fund, Inc.
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price Capital Appreciation Fund
X. Xxxx Price Capital Opportunity Fund, Inc.
X. Xxxx Price Dividend Growth Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price Equity Series, Inc. on behalf of:
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Financial Services Fund, Inc.
X. Xxxx Price Growth & Income Fund, Inc.
X. Xxxx Price Growth Stock Fund, Inc.
X. Xxxx Price Health Sciences Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price Global Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price International Series, Inc., on behalf of:
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Mid-Cap Growth Fund, Inc.
X. Xxxx Price Mid-Cap Value Fund, Inc.
X. Xxxx Price New America Growth Fund
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price OTC Fund, Inc. on behalf of:
X. Xxxx Price OTC Fund
PAGE 61
X. Xxxx Price Science & Technology Fund, Inc.
X. Xxxx Price Small-Cap Value Fund, Inc.
X. Xxxx Price Value Fund, Inc.
Income Funds
X. Xxxx Price Corporate Income Fund, Inc.
X. Xxxx Price High Yield Fund, Inc.
X. Xxxx Price Income Series, Inc. on behalf of:
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price International Funds, Inc. on behalf of:
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Global Government Bond Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Short-Term Global Income Fund
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Personal Strategy Funds, Inc. on behalf of:
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. Xxxx Price Short-Term Bond Fund, Inc.
X. Xxxx Price Short-Term U.S. Government Fund, Inc.
X. Xxxx Price Summit Funds, Inc. on behalf of:
X. Xxxx Price Summit Limited-Term Bond Fund
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all Customers
X. Xxxx Price Trust Company, under Section II of this
as Trustee for the Xxxxxxx Schedule X.
Xxxxxxx Salaried Employee
Savings Plan
Common Trust Funds
X. Xxxx Price Trust Company,
as Trustee for the International
Common Trust Fund on behalf of
the Underlying Trusts:
Emerging Markets Equity Trust
European Discovery Trust
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Japan Discovery Trust
Latin America Discovery Trust
Pacific Discovery Trust
New York City International Common Trust Fund
III. OTHER No Riders are applicable to
the Customer listed under
RPFI International Section III of this
Partners, L.P. Schedule A.
PAGE 62
AMENDMENT, dated July 17, 1997 to the January 3, 1994
Custody Agreement ("Agreement"), as amended July 31, 1996
("Amendment Agreement"), by and between each of the Entities
listed in Attachment B of the Amendment Agreement, separately and
individually (each such entity hereinafter referred to as the
"Customer"), and The Chase Manhattan Bank, N.A. whose obligations
have since been adopted by The Chase Manhattan Bank ("Bank"),
having a place of business at Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx
Xxxx, X.X. 00000
It is hereby agreed as follows:
Section 1. Except as modified hereby, the Agreement is
confirmed in all respects. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the
Agreement.
Section 2. The Agreement is amended as follows by adding
the following as new Section 15:
(a) "CMBI" shall mean Chase Manhattan Bank
International, an indirect wholly-owned subsidiary of Bank,
located in Moscow, Russia, and any nominee companies appointed by
it.
(b) "International Financial Institution" shall
mean any bank in the top 1,000 (together with their affiliated
companies) as measured by "Tier 1" capital or any broker/dealer
in the top 100 as measured by capital.
(c) "Negligence" shall mean the failure to exercise
"Reasonable Care".
(d) "No-Action Letter" shall mean the response of
the Securities and Exchange Commission's Office of Chief Counsel
of Investment Management, dated April 18, 1995, in respect of the
Xxxxxxxxx Russia Fund, Inc. (SEC Ref. No. 95-151-CC, File No.
811-8788) providing "no-action" relief under Section 17(f) of the
Investment Company Act of 1940, as amended, and SEC Rule 17-f5
thereunder, in connection with custody of such Xxxxxxxxx Russia
Fund, Inc.'s investments in Russian Securities.
(e) "Reasonable Care" shall mean the use of
reasonable custodial practices under the applicable circumstances
as measured by the custodial practices then prevailing in Russia
of International Financial Institutions acting as custodians for
their institutional investor clients in Russia.
(f) "Registrar Company" shall mean any entity
providing share registration services to an issuer of Russian
Securities.
(g) "Registrar Contact" shall mean a contract
between CMBI and a Registrar Company (and as the same may be
amended from time to time) containing, inter alia, the
contractual provisions described at paragraphs (a)-(e) on pps. 5-
6 of the No-Action Letter.
PAGE 63
(h) "Russian Security" shall mean a Security issued
by a Russian issuer.
(i) "Share Extract" shall mean: (i) an extract of
its share registration books issued by a Registrar Company
indicating an investor's ownership of a security; and (ii) a form
prepared by CMBI or its agent in those cases where a Registrar
Company in unwilling to issue a Share Extract.
Section 3. Section 6(a) of the Agreement is amended by
adding the following at the end thereof: "With respect to Russia,
payment for Russian Securities shall not be made prior to the
issuance of the Share Extract relating to such Russian Security.
Delivery of Russian Securities may be made in accordance with the
customary or established securities trading or securities
processing practices and procedures in Russia. Delivery of
Russian Securities may also be made in any manner specifically
required by Instructions acceptable to the Bank. Customer shall
promptly supply such transaction and settlement information as
may be requested by Bank or CMBI in connection with particular
transactions."
Section 4. Section 8 of the Agreement is amended by
adding a new paragraph to the end thereof as follows: "It is
understood and agreed that Bank need only use its reasonable
efforts with respect to performing the functions described in
this Section 8 with respect to Russian Securities."
Section 5. Section 12(a)(i) of the Agreement is amended
with respect to Russian custody by deleting the phrase
"reasonable care" wherever it appears and substituting, in lieu
thereof, the phrase "Reasonable Care."
Section 6. Section 12(a)(i) of the Agreement is further
amended with respect to Russian custody by inserting the
following at the end of the first sentence thereof: "provided
that, with respect to Russian Securities, Bank's responsibilities
shall be limited to safekeeping of relevant Share Extracts."
Section 7. Section 12(a)(i) of the Agreement is further
amended with respect to Russian custody by inserting the
following after the second sentence thereof: "In connection with
the foregoing, neither Bank nor CMBI shall assume responsibility
for, and neither shall be liable for, any action or inaction of
any Registrar Company and no Registrar Company shall be, or shall
be deemed to be, Bank, CMBI, a Subcustodian, a securities
depository or the employee, agent or personnel of any of the
foregoing. To the extent that CMBI employs agents to perform any
of the functions to be performed by Bank or CMBI with respect to
Russian Securities, neither Bank nor CMBI shall be responsible
for any act, omission, default or for the solvency of any such
agent unless the appointment of such agent was made with
Negligence or in bad faith, or for any loss due to the negligent
act of such agent except to the extent that such agent performs
in a negligent manner which is the cause of the loss to the
Customer and the Bank or CMBI failed to exercise reasonable care
in monitoring such agent's performance where Customer has
PAGE 64
requested and Bank has agreed to accept such monitoring
responsibility and except that where Bank or CMBI uses (i) an
affiliated nominee or (ii) an agent to perform the share
registration or share confirmation functions described in
paragraphs (a)-(e) on pps. 5-6 of the No-Action Letter, and, to
the extent applicable to CMBI, the share registration functions
described on pps. 2-3 of the No-Action Letter, Bank and CMBI
shall be liable to Customer as if CMBI were responsible for
performing such services itself."
Section 8. Section 12(a)(ii) is amended with respect to
Russian custody by deleting the word "negligently" and
substituting, in lieu thereof, the word "Negligently."
Section 9. Section 12(a)(iii) is amended with respect to
Russian custody by deleting the word "negligence" and
substituting, in lieu thereof, the word "Negligence."
Section 10. Add a new Section 16 to the Agreement as
follows:
(a) Bank will advise Customer (and will update such
advice from time to time as changes occur) of those Registrar
Companies with which CMBI has entered into a Registrar Contract.
Bank shall cause CMBI both to monitor each Registrar Company and
to promptly advise Customer when CMBI has actual knowledge of the
occurrence of any one or more of the events described in
paragraphs (i)-(v) on pps. 8-9 of the No-Action Letter with
respect to a Registrar Company that serves in that capacity for
any issuer the shares of which are held by Customer.
(b) Where Customer is considering investing in the
Russian Securities of an issuer as to which CMBI does not have a
Registrar Company, Customer may request that Bank ask that CMBI
both consider whether it would be willing to attempt to enter
into such a Registrar Contract and to advise Customer of its
willingness to do so. Where CMBI has agreed to make such an
attempt, Bank will advise Customer of the occurrence of any one
or more or the events described in paragraphs (i)-(iv) on pps. 8-
9 of the No-Action Letter of which CMBI has actual knowledge.
(c) Where Customer is considering investing in the
Russian Securities of an issuer as to which CMBI has a Registrar
Contract with the issuer's Registrar Company, Customer may advise
Bank of its interest in investing in such issuer and, in such
event, Bank will advise Customer of the occurrence of any one or
more of the events described in paragraphs (i)-(v) on pps. 8-9 of
the No-Action Letter of which CMBI has actual knowledge.
Section 11. Add a new Section 17 to the Agreement as
follows: "Customer shall pay for and hold Bank and CMBI harmless
from any liability or loss resulting from the imposition or
assessment of any taxes (including, but not limited to, state,
stamp and other duties) or other governmental charges, and any
related expenses with respect to income on Russian Securities."
Section 12. Add a new Section 18 to the Agreement as
PAGE 65
follows: "Customer acknowledges and agrees that CMBI may not be
able, in given cases and despite its reasonable efforts, to
obtain a Share Extract from a Registrar Company and CMBI shall
not be liable in any such even including with respect to any
losses resulting from such failure."
Section 13. Add a new Section 19 to the Agreement as
follows: "Customer acknowledges that it has received, reviewed
and understands that Chase market report for Russia, including,
but not limited to, the risks described therein."
Section 14. Add a new Section 20 to the Agreement as
follows: "Subject to the cooperation of a Registrar Company, for
at least the first two years following CMBI's first use of a
Registrar Company, Bank shall cause CMBI to conduct share
confirmations on at least a quarterly basis, although thereafter
confirmations may be conducted on a less frequent basis if
Customer's Board of Directors, in consultation with CMBI,
determines it to be appropriate."
Section 15. Add a new Section 21 to the Agreement as
follows: "Bank shall cause CMBI to prepare for distribution to
Customer's Board of Directors a quarterly report identifying: (i)
any concerns it has regarding the Russian share registration
system that should be brought to the attention of the Board of
Directors; and (ii) the steps CMBI has taken during the reporting
period to ensure that Customer's interests continue to be
appropriately recorded."
Section 16. Add a new Section 22 to the Agreement as
follows: "Except as provided in new Section 16(b), the services to be
provided by Bank hereunder will be provided only in relation to
Russian Securities for which CMBI has entered into a Registrar
Contract with the relevant Registrar Company."
*********************
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
for EACH CUSTOMER THE CHASE MANHATTAN BANK
separately and individually
/s/Xxxxx X. Xxxxxxx /s/Xxxxx X. Bairsto
Xxxxx X. Xxxxxxx Xxxxx X. Bairsto
Vice President Vice President
PAGE 66
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended
April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995,
November 1, 1995, and July 31, 1996 (the "Custody Agreement"), by
and between each of the Entities listed in Attachment A hereto,
separately and individually (each such entity referred to
hereinafter as the "Customer") and The Chase Manhattan Bank,
N.A., which contracts have been assumed by operation of law by
THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended,
as of July 23, 1997 (the "Amendment Agreement"). Terms defined in
the Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its
global custodian and the Bank wishes to accept such appointment
pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section 1 of Schedule A of the Custody
Agreement ("Schedule A") shall be amended to add certain
Customers as specified in Attachment A hereto. The revised
Schedule A incorporating these changes in the form attached
hereto as Attachment B shall supersede the existing Schedule A in
its entirety.
2. Agreement. The Customer agrees to be bound in all
respects by all the terms and conditions of the Custody Agreement
and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby, the
Custody Agreement is in full force and effect and as so amended
is hereby ratified, approved and confirmed by the Customer and
the Bank in all respects.
4. Governing Law: This Amendment Agreement shall be
construed in accordance with and governed by the law of the State
of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK
By:/S/Caroline Willson
Caroline Willson
Vice President
PAGE 67
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY
AND INDIVIDUALLY
By:/s/Carmen F. Deyesu
Carmen F. Deyesu
Treasurer
PAGE 64
Attachment A
LIST OF CUSTOMERS
Add the following Funds:
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
Change the name of the following Fund:
T. Rowe Price OTC Fund, Inc., on behalf of:
T. Rowe Price OTC Fund
Effective May 1, 1997, the fund name changed to:
T. Rowe Price Small-Cap Stock Fund, Inc.
Delete the following Fund:
T. Rowe Price International Funds, Inc., on behalf of:
T. Rowe Price Short-Term Global Income Fund
PAGE 68
Attachment B
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is
REGISTERED UNDER THE INVESTMENT applicable to all
COMPANY ACT OF 1940 Customers listed under
Section I of this
Schedule A.
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
PAGE 69
Attachment B
Schedule A
Page 2 of 3
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Stock Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Value Fund, Inc.
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
PAGE 70
Attachment B
Schedule A
Page 3 of 3
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
applicable to all
T. Rowe Price Trust Company, Customers under Section
as Trustee for the Johnson II of this Schedule A.
Matthey Salaried Employee
Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the
International Common Trust Fund on behalf of the Underlying
Trusts:
Emerging Markets Equity Trust
European Discovery Trust
Foreign Discovery Trust
Foreign Discovery Trust - Augment
Japan Discovery Trust
Latin America Discovery Trust
Pacific Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P. No Riders are
applicable to the
Customer listed under
Section III of this
Schedule A.
PAGE 71
AMENDMENT, dated July 23, 1997, to the Custody Agreement
("Agreement"), dated January 3, 1994, between The Chase Manhattan
Bank (as successor to The Chase Manhattan Bank, N.A.), having an
office at 270 Park Avenue, New York, NY 10017-2070 and certain T.
Rowe Price funds.
It is agreed as follows:
1. The third line of Section 8 of the Agreement is deleted and the
following is inserted, in lieu thereof:
Bank shall provide proxy voting services in
accordance with the terms of the proxy voting
services rider ("Proxy Rider") annexed hereto
as Exhibit 1. Proxy voting services may be
provided by Bank or, in whole or in part, by
one or more third parties appointed by Bank
(which may be Affiliates of Bank).
2. Except as modified hereby, the Agreement is confirmed in
all respects.
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first above written.
EACH OF THE CUSTOMERS, INDIVIDUALLY THE CHASE MANHATTAN
AND SEPARATELY LISTED ON SECTION 1 OF BANK
SCHEDULE A HERETO
By:/s/Henry H. Hopkins By:/s/Helen C. Bairsto
Henry H. Hopkins Helen C. Bairsto
Vice President Vice President
EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION 2 OF
SCHEDULE A HERETO
By:/s/Nancy M. Morris
Nancy M. Morris
Vice President
PAGE 72
Exhibit 1
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Certain T. ROWE PRICE FUNDS
dated 3rd January, 1994
1. Global Proxy Services ("Proxy Services") shall be provided for
the countries listed in the procedures and guidelines
("Procedures") furnished to the Customer, as the same may be
amended by Bank from time to time on prior notice to Customer.
The Procedures are incorporated by reference herein and form
a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in
the Procedures, and shall include (a) notifications
("Notifications") by Bank to Customer of the dates of pending
shareholder meetings, resolutions to be voted upon and the
return dates as may be received by Bank or provided to Bank by
its Subcustodians or third parties, and (b) voting by Bank of
proxies based on Customer directions. Original proxy materials
or copies thereof shall not be provided. Notifications shall
generally be in English and, where necessary, shall be
summarized and translated from such non-English materials as
have been made available to Bank or its Subcustodian. In this
respect Bank s only obligation is to provide information from
sources it believes to be reliable and/or to provide materials
summarized and/or translated in good faith. Bank reserves the
right to provide Notifications, or parts thereof, in the
language received. Upon reasonable advance request by
Customer, backup information relative to Notifications, such
as annual reports, explanatory material concerning
resolutions, management recommendations or other material
relevant to the exercise of proxy voting rights shall be
provided as available, but without translation.
3. While Bank shall attempt to provide accurate and complete
Notifications, whether or not translated, Bank shall not be
liable for any losses or other consequences that may result
from reliance by Customer upon Notifications where Bank
prepared the same in good faith.
4. Notwithstanding the fact that Bank may act in a fiduciary
capacity with respect to Customer under other agreements or
otherwise under the Agreement, in performing Proxy Services
PAGE 73
Bank shall be acting solely as the agent of Customer, and
shall not exercise any discretion with regard to such Proxy
Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the
relevant Securities are: (I) on loan; (ii) at registrar for
registration or reregistration; (iii) the subject of a
conversion or other corporate action; (iv) not held in a name
subject to the control of Bank or its Subcustodian or are
otherwise held in a manner which precludes voting; (v) not
capable of being voted on account of local market regulations
or practices or restrictions by the issuer; or (vi) held in a
margin or collateral account.
6. Customer acknowledges that in certain countries Bank may be
unable to vote individual proxies but shall only be able to
vote proxies on a net basis (e.g., a net yes or no vote given
the voting instructions received from all customers).
7. Customer shall not make any use of the information provided
hereunder, except in connection with the funds or plans
covered hereby, and shall in no event sell, license, give or
otherwise make the information provided hereunder available,
to any third party, and shall not directly or indirectly
compete with Bank or diminish the market for Proxy Services by
provision of such information, in whole or in part, for
compensation or otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be
furnished to Bank in accordance with Section 10 of the Agreement.
Proxy Services fees shall be as separately agreed.
PAGE 74
SCHEDULE A
SECTION 1
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited Term Bond Portfolio
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Small-Cap Stock Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
T. Rowe Price Value Fund, Inc.
SECTION 2
NYC International Common Trust Fund
PAGE 75
AMENDMENT, dated October 29, 1997, to the Custody Agreement
("Agreement"), dated January 3, 1994, between The Chase Manhattan
Bank (as successor to The Chase Manhattan Bank, N.A.), having an
office at 270 Park Avenue, New York, NY 10017-2070 and certain T.
Rowe Price funds.
It is agreed as follows:
1. The third line of Section 8 of the Agreement is deleted and the
following is inserted, in lieu thereof:
Bank shall provide proxy voting services in
accordance with the terms of the proxy voting
services rider ("Proxy Rider") annexed hereto
as Exhibit 1. Proxy voting services may be
provided by Bank or, in whole or in part, by
one or more third parties appointed by Bank
(which may be Affiliates of Bank).
2. Except as modified hereby, the Agreement is confirmed in
all respects.
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first above written.
EACH OF THE CUSTOMERS, INDIVIDUALLY THE CHASE MANHATTAN
AND SEPARATELY LISTED ON SECTION 1 OF BANK
SCHEDULE A HERETO
By:/s/Henry H. Hopkins By:/s/Helen C. Bairsto
Henry H. Hopkins Helen C. Bairsto
Vice President Vice President
EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION 2 OF
SCHEDULE A HERETO
By:/s/Nancy M. Morris
Nancy M. Morris
Vice President
PAGE 76
Exhibit 1
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Certain T. ROWE PRICE FUNDS
dated 3rd January, 1994
1. Global Proxy Services ("Proxy Services") shall be provided for
the countries listed in the procedures and guidelines
("Procedures") furnished to the Customer, as the same may be
amended by Bank from time to time on prior notice to Customer.
The Procedures are incorporated by reference herein and form
a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in
the Procedures, and shall include (a) notifications
("Notifications") by Bank to Customer of the dates of pending
shareholder meetings, resolutions to be voted upon and the
return dates as may be received by Bank or provided to Bank by
its Subcustodians or third parties, and (b) voting by Bank of
proxies based on Customer directions. Original proxy materials
or copies thereof shall not be provided. Notifications shall
generally be in English and, where necessary, shall be
summarized and translated from such non-English materials as
have been made available to Bank or its Subcustodian. In this
respect Bank s only obligation is to provide information from
sources it believes to be reliable and/or to provide materials
summarized and/or translated in good faith. Bank reserves the
right to provide Notifications, or parts thereof, in the
language received. Upon reasonable advance request by
Customer, backup information relative to Notifications, such
as annual reports, explanatory material concerning
resolutions, management recommendations or other material
relevant to the exercise of proxy voting rights shall be
provided as available, but without translation.
3. While Bank shall attempt to provide accurate and complete
Notifications, whether or not translated, Bank shall not be
liable for any losses or other consequences that may result
from reliance by Customer upon Notifications where Bank
prepared the same in good faith.
4. Notwithstanding the fact that Bank may act in a fiduciary
capacity with respect to Customer under other agreements or
otherwise under the Agreement, in performing Proxy Services
PAGE 77
Bank shall be acting solely as the agent of Customer, and
shall not exercise any discretion with regard to such Proxy
Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the
relevant Securities are: (I) on loan; (ii) at registrar for
registration or reregistration; (iii) the subject of a
conversion or other corporate action; (iv) not held in a name
subject to the control of Bank or its Subcustodian or are
otherwise held in a manner which precludes voting; (v) not
capable of being voted on account of local market regulations
or practices or restrictions by the issuer; or (vi) held in a
margin or collateral account.
6. Customer acknowledges that in certain countries Bank may be
unable to vote individual proxies but shall only be able to
vote proxies on a net basis (e.g., a net yes or no vote given
the voting instructions received from all customers).
7. Customer shall not make any use of the information provided
hereunder, except in connection with the funds or plans
covered hereby, and shall in no event sell, license, give or
otherwise make the information provided hereunder available,
to any third party, and shall not directly or indirectly
compete with Bank or diminish the market for Proxy Services by
provision of such information, in whole or in part, for
compensation or otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be
furnished to Bank in accordance with Section 10 of the Agreement.
Proxy Services fees shall be as separately agreed.
PAGE 78
SCHEDULE A
SECTION 1
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited Term Bond Portfolio
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Real Estate Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Small-Cap Stock Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
T. Rowe Price Value Fund, Inc.
SECTION 2
NYC International Common Trust Fund
PAGE 79
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April
18, 1994, August 15, 1994, November 28, 1994, May 31, 1995,
November 1, 1995, July 31, 1996, and July 23, 1997 (the "Custody
Agreement"), by and between each of the Entities listed in
Attachment A hereto, separately and individually (each such entity
referred to hereinafter as the "Customer") and The Chase Manhattan
Bank, N.A., which contracts have been assumed by operation of law
by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended,
as of October 29, 1997 (the "Amendment Agreement"). Terms defined
in the Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its global
custodian and the Bank wishes to accept such appointment pursuant
to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section 1 of Schedule A of the Custody Agreement
("Schedule A") shall be amended to add certain Customers as
specified in Attachment A hereto. The revised Schedule A
incorporating these changes in the form attached hereto as
Attachment B shall supersede the existing Schedule A in its
entirety.
2. Agreement. The Customer agrees to be bound in all respects by
all the terms and conditions of the Custody Agreement and shall be
fully liable thereunder as a "Customer" as defined in the Custody
Agreement.
3. Confirmation of Agreement. Except as amended hereby, the
Custody Agreement is in full force and effect and as so amended is
hereby ratified, approved and confirmed by the Customer and the
Bank in all respects.
4. Governing Law: This Amendment Agreement shall be construed in
accordance with and governed by the law of the State of New York
without regard to its conflict of law principles.
PAGE 80
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK
By:/s/Helen C. Bairsto
Helen C. Bairsto
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY
AND INDIVIDUALLY
By:/s/Carmen F. Deyesu
Carmen F. Deyesu
Treasurer
PAGE 81
Attachment A
LIST OF CUSTOMERS
Add the following Fund:
T. Rowe Price Real Estate Fund, Inc.
PAGE 82
Attachment B
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider
REGISTERED UNDER THE INVESTMENT is applicable to
COMPANY ACT OF 1940 all Customers listed
under Section I of
this Schedule A.
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
PAGE 83
Attachment B
Schedule A
Page 2 of 3
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price Real Estate Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Stock Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Value Fund, Inc.
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
PAGE 84
Attachment B
Schedule A
Page 3 of 3
APPLICABLE RIDERS TO
CUSTOMER GLOBAL CUSTODY AGREEMENT
II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is
T. Rowe Price Trust Company, applicable to all
as Trustee for the Customers under Section
Johnson Matthey Salaried II of this Schedule A.
Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the
International Common Trust Fund on behalf of the Underlying
Trusts:
Emerging Markets Equity Trust
European Discovery Trust
Foreign Discovery Trust
Foreign Discovery Trust - Augment
Japan Discovery Trust
Latin America Discovery Trust
Pacific Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P. No Riders are
applicable to the
Customer listed under
Section III of this
Schedule A.
PAGE 85
AMENDMENT AGREEMENT TO
RUSSIAN RIDER TO THE GLOBAL
CUSTODY AGREEMENT
AMENDMENT to Attachment B of Global Custody Agreement dated
January 3, 1994, as amended July 23, 1997, is hereby further
amended as of September 3, 1997.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Amend Attachment B to consist of the following
funds when pertaining to the Russian Rider dated July 17, 1997:
Institutional International Funds, Inc., on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK EACH OF THE PARTIES LISTED ABOVE
By: /s/Helen C. Bairsto By:/s/Henry H. Hopkins
Helen C. Bairsto Henry H. Hopkins
Vice President Vice President
