EX-99.B8D
Exhibit 24(b)(8)(d)
AMENDMENT, dated November 20, 1997 to the May 1, 1996 custody
agreement ("Agreement"), between those registered investment
companies listed on Schedule A to the Agreement (each a "Customer"),
having a place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX
00000 and The Chase Manhattan Bank ("Bank"), having a place of
business at 000 Xxxx Xxx., Xxx Xxxx, X.X. 00000-0000.
It is hereby agreed as follows:
Section 1. Except as modified hereby, the Agreement is
confirmed in all respects. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the
Agreement.
Section 2. The Agreement is amended by deleting the mutual fund
rider thereto and inserting, in lieu thereof, the following mutual
fund rider:
1. Add a new Section 15 to the Agreement as follows:
15. Compliance with SEC rule 17f-5 ("Rule 17f-5").
(a) Customer's board of directors (or equivalent body)
(hereinafter "Board") hereby delegates to Bank, and Bank hereby
accepts the delegation to it, of the obligation to perform as
Customer's "Foreign Custody Manager" (as that term is defined in Rule
17f-5(a)(2)) adopted under the Investment Company Act of 1940
("Act"), as amended ("1940 Act"), the following responsibilities in a
manner consistent with Rule 17f-5, to: (i) select Eligible Foreign
Custodians (as that term is defined in Rule 17f-5(a)(1), and as the
same may be amended from time to time, or that have otherwise been
made exempt pursuant to an SEC exemptive order); (ii) enter into
written contracts with such Eligible Foreign Custodians that are
banks or trust companies and with Eligible Foreign Custodians that
are "Securities Depositories" (as defined in Rule 17f-5(a)(6)) and
that are not Compulsory Depositories (as defined below) where the
Depository has such a contract; and (iii) to monitor the
appropriateness of maintaining Assets of the series of the Customer
with such Eligible Foreign Custodians; provided that, Bank shall not
be responsible for these duties with respect to any compulsory
Securities Depository ("Compulsory Depository"). A Compulsory
Depository shall mean a Securities Depository or clearing agency the
use of which is compulsory because: (1) its use is required by law
or regulation or (2) maintaining securities outside the depository
is not consistent with prevailing custodial practices in the country
which the Depository serves. Compulsory Depositories used by Chase
as of the date hereof are set forth in Appendix 1-A hereto.
Appendix 1-A may be amended on notice to Customer from time to time.
In that connection, Bank shall notify Customer promptly of pending
changes to Appendix 1-A.
(b) In connection with the foregoing, Bank shall:
(i) provide written reports to Customer's Board upon the placement of
Assets with a particular Eligible Foreign Custodian and of any
Material Change (as defined below) in the arrangements with such
Eligible Foreign Custodians, with such reports to be provided to
Customer's Board at such times as the Board deems reasonable and
appropriate based on the circumstances of Customer's foreign custody
arrangements (and until further notice from Customer such reports
shall be provided within 30 days after Bank becomes aware of any
such Material Change. For purposes of the foregoing, a Material
Change shall include, but shall not be limited to, Bank's decision
to remove Customer's Assets from a particular Eligible Foreign
Custodian, an event that has a material adverse affect on an
Eligible Foreign Custodian's financial or operational strength, any
non-compliance by an Eligible Foreign Custodian with a "Material
Term" of Bank's subcustodian agreement with such Eligible Foreign
Custodian (as defined below) or any failure by an Eligible Foreign
Custodian to meet the requirements for its status as such under Rule
17f-5. A Material Term shall mean a term which provides that (a)
the Customer will be adequately indemnified or its Assets adequately
insured, or an adequate combination thereof, in the event of loss;
(b) the Assets of the Series will not be subject to any right,
charge, security interest, lien or claim of any kind in favor of an
Eligible Foreign Custodian or such Eligible Foreign Custodian's
creditors, except a claim of payment for their safe custody or
administration, or in the case of cash deposits, liens or rights in
favor of creditors of the Eligible Foreign Custodian arising under
bankruptcy, insolvency or similar laws; (c) beneficial ownership for
the Assets of the Series will be freely transferable without the
payment of money or value other than for safe custody or
administration of the Assets of the Series; (d) adequate records
will be maintained identifying the Assets as belonging to the
Customer or the Series or as being held by a third party for the
benefit of the Customer or the Series; (e) the independent auditors
for the Customer will be given access to those records or
confirmation of the contents of those records; and (f) the Customer
will receive periodic reports with respect to the safekeeping of the
Series' Assets, including, but not necessarily limited to,
notification of any transfer to or from the Customer's account or a
third party account containing Assets held for the benefit of the
Customer. In addition, in the event that a contract with an
Eligible Foreign Custodian does not include any or all of the terms
described in (a) through (f) of this paragraph 15(b)(i), a Material
Term shall mean a term which, in the Bank's judgment, if not
complied with, would cause the contract not to provide the same or
greater level of care and protection for Customer's Assets than if
the contract contained the provisions described in (a) through (f)
of this paragraph 15(b)(i).
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person having
responsibility for the safekeeping of Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Assets placed and maintained in the safekeeping of
such Eligible Foreign Custodian shall be subject to reasonable care,
based on the standards applicable to custodians in the relevant
market, after having considered all factors relevant to the
safekeeping of such Assets, including, without limitation, those
factors set forth in Rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian (or, in the case of an Eligible Foreign Custodian that is
a Securities Depository or clearing agency, such contract, the rules
or established practices or procedures of the depository, or any
combination of the foregoing) requires that the Eligible Foreign
Custodian will provide reasonable care for Assets based on the
standards applicable to custodians in the relevant market.
(v) have established a system to monitor the continued
appropriateness of maintaining Assets with particular Eligible
Foreign Custodians based on the standards set forth herein and of the
governing contractual arrangements based on the standards set forth
in Rule 17f-5(c)(2), as it may be amended from time to time.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and
maintain Assets on behalf of Customer with Eligible Foreign
Custodians pursuant to a written contract which either contains the
terms described in Rule 17f-5(c)(2)(i) or which, in lieu of any or
all of the terms described in Rule 17f-5(c)(2)(i), contains such
other provisions which the Bank determines will provide in their
entirety, the same or a greater level of care and protection for the
Customer's Assets as the provisions of Rule 17f-5(c)(2)(i) in their
entirety. The written contract shall be in such form as deemed
appropriate by Bank. In addition, with respect to Eligible Foreign
Custodians that are non-compulsory Securities Depositories, reliance
may be had on such a contract, the rules or established practices and
procedures of such Depository or any combination thereof.
(c) Except as expressly provided herein, Customer shall be
solely responsible to assure that the maintenance of Assets hereunder
complies with the rules, regulations, interpretations and exemptive
orders promulgated by or under the authority of the SEC which are
applicable to Fund's business or which have been granted to Fund.
Bank shall advise Customer of any exemptive orders which it obtains
which may have an impact on Bank's relationship with Customer.
(d) Bank represents to Customer that it is a U.S. Bank as
defined in Rule 17f-5(a)(7). Customer represents to Bank that: (1)
the Assets being placed and maintained in Bank's custody are subject
to the 1940 Act, as the same may be amended from time to time; (2)
its Board has determined that it is reasonable to rely on Bank to
perform as Customer's Foreign Custody Manager. Nothing contained
herein shall require Bank, on Customer's behalf, to make any
selection regarding countries in which Customer invests or to engage
in any monitoring of Customer's decision to invest in any particular
country in which Bank selects , contracts and monitors Eligible
Foreign Custodians, as Customer's Foreign Custody Manager pursuant
to the Agreement.
(e) Bank shall provide to Customer such information as is
specified in Appendix 1-B hereto. Customer hereby acknowledges
that: (i) such information is solely designed to inform Customer of
market conditions and procedures, but is not intended to influence
Customer's investment decisions; and (ii) Bank has gathered the
information from sources it considers reliable, but that Bank shall
have no responsibility for inaccuracies or incomplete information
except to the extent that Bank was negligent in selecting the
sources of such information.
2. Add the following after the first sentence of Section 3 of
the Agreement:
At the request of Customer, Bank may, but need not, add to Schedule A
an Eligible Foreign Custodian that is either a bank or a non-
Compulsory Depository where Bank has not acted as Foreign Custody
Manager with respect to the selection thereof. Bank shall notify
Customer in the event that it elects not to add any such entity.
3. Add the following language to the end of Section 3 of the
Agreement:
The term Subcustodian as used herein shall mean the following:
(a) a "U.S. Bank," which shall mean a U.S. bank as defined in
Rule 17f-5(a)(7); and
(b) with respect to Securities for which the primary market is
outside the U.S. an "Eligible Foreign Custodian," shall mean (i) a
banking institution or trust company, incorporated or organized under
the laws of a country other than the United States, that is regulated
as such by that country's government or an agency thereof, (ii) a
majority-owned direct or indirect subsidiary of a U.S. Bank or bank
holding company which subsidiary is incorporated or organized under
the laws of a country other than the United States; (iii) a
Securities Depository or clearing agency (other than a Compulsory
Depository), incorporated or organized under the laws of a country
other than the United States, that acts as a system for the central
handling of securities or equivalent book-entries in that country and
that is regulated by a foreign financial regulatory authority as
defined under section 2(a)(50) of the 1940 Act, (iv) a Securities
Depository or clearing agency organized under the laws of a country
other than the United States that acts as a transnational system
("Transnational Depository") for the central handling of securities
or equivalent book-entries, and (v) any other entity that shall have
been so qualified by exemptive order, rule or other appropriate
action of the SEC.
The term Subcustodian as used in Section 12(a)(i) (except the
last sentence thereof) shall not include any Eligible Foreign
Custodians as to which Bank has not acted as Foreign Custody Manager,
any Compulsory Depository and any Transnational Depository.
4. Add the following after the word "administration" at the end
of Subsection 4(d)(i): "or, in the case of cash deposits, liens or
rights in favor of creditors of Subcustodian arising under
bankruptcy, insolvency, or similar laws".
5. Delete all of Subsection 4(e) after the word "located" in
(ii) thereof and add the word "and" between "Subcustodian" and
"(ii)".
*********************
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first above written.
Customer THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President/ Title: Vice President
Treasurer
Date: Nov. 20, 1997 Date: Nov. 20, 1997
APPENDIX A
Delaware Group Adviser Funds, Inc.
U.S. Growth Fund
Overseas Equity Fund
New Pacific Fund
Delaware Group Equity Funds I, Inc.
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc.
Blue Chip Fund
Quantum Fund
Delaware Group Equity Funds IV, Inc.
DelCap Fund
Capital Appreciation Fund
Delaware Group Equity Funds V, Inc.
Retirement Income Fund
Small Cap Value Fund
Delaware Pooled Trust, Inc.
The International Equity Portfolio
The International Fixed Income Portfolio
The Global Equity Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Real Estate Investment Trust Portfolio II
The Emerging Markets Portfolio
Delaware Group Global & International Funds, Inc.
Emerging Markets Series
Global Assets Series
Global Bond Series
Global Equity Series
International Equity Series
International Small Cap Series
Delaware Group Premium Fund, Inc.
Convertible Securities Series
Devon Series
Emerging Markets Series
Quantum Series
Strategic Income Series
Global Bond Series
DelCap Series
International Equity Series
Delaware Series
Value Series
Voyageur Mutual Funds III, Inc.
Tax-Efficient Equity Fund
Dated: November 20, 0000
Xxxxxxxx 1-A
COMPULSORY DEPOSITORIES
Argentina Caja de Valores Equity, Corporate &
Government Debt
Australia Austraclear Ltd. Corporate Debt,
Money Market
& Semi-Government
Debt
CHESS Equity
(Clearing House Electronic Sub-
register System)
RITS Government Debt
(Reserve Bank Information and
Transfer System)
Austria Oesterreichische Kontrolbank AG Equity, Corporate +
Government Debt
Belgium CIK Equity + Corporate
(Caisse Interprofessionnelle de Debt
Depots et de Virements de Titres)
Banque Nationale de Belgique Treasury Bills +
Government Debt
Brazil BOVESPA Equity
(Bolsa de Valores de Sao Paolo)
BVRJ Equity
(Bolsa de Valores de Rio de
Janeiro)
Canada CDS Equity, Corporate +
(Canadian Depository for Government Debt
Securities)
China, SSCCRC Equity
Shanghai (Shanghai Securities Central
Clearing and Registration Corp.)
China, SSCC Equity
Shenzhen (Shenzhen Securities
Registration Co., Ltd.)
Czech SCP Equity + Long-Term
Republic (Securities Center) Government Debt
TKD Treasury Bills +
(Trh Kratkododich Dlluhopisu or Money Market
Short-Term Bond Market)
Denmark VP Equity, Corporate +
(Vaerdipapircentralen) Government Debt
Egypt Misr Clearing & Sec. Dep. Equity
Estonia EVK Equity
(Estonian Central Depository for
Securities Ltd.)
Euromarket Cedel & Euroclear Euro-Debt
Finland CSR Equity + Government
(Central Share Registry Finland) Debt
Helsinki Money Market Center Money Market
Ltd.
France SICOVAM Equity + Corporate
(Banque de France) Debt.
France SATURNE Government Debt.
(Banque de France)
Germany DKV Equity, Corporate +
(Deutscher Kassenverein) Government Debt
Greece Apothetirio Titlon A.E. Equity
Bank of Greece Government Debt
Hong Kong CCASS Equity
(Central Clearing and
Settlement System)
CMU Corporate +
(Central Moneymarkets Unit) Government Debt
Hungary Keler Ltd. Equity + Government
Debt
Ireland CREST Equity
GSO Government Debt
(Gilt Settlement Office)
Israel TASE Clearing House Equity, Corporate +
(Tel Aviv Stock Exchange Government Debt
Clearing House)
Italy Monte Titoli Equity + Corporate
Debt
Bank of Italy Government Debt
Japan Bank of Japan Registered Government
Debt
Latvia LCD Equity + Government
(Latvian Central Depository) Debt
Lebanon Midclear Equity
(Custodian and Clearing Center
of Lebanon and the Middle East)
Luxembourg Cedel Equity
Malaysia MCD Equity
(Malaysian Central Depository
Snd Bhd)
Mauritius CDS Equity
(Central Depository System)
Mexico Indeval Equity, Corporate +
(Institucion para el Deposito Government Debt.
de Valores)
Morocco Maroclear Equity + Corporate
Debt
Bank Al'Maghrib Government Debt
Netherlands NECIGEF/KAS Associate NV Equity, Corp. + Xxxx.
Xx Xxxxxxxxxxxxx Xxxx X.X. Xxxxx Xxxxxx
Xxxxxxxxxxx NIEC Premium Bonds
(Nederlands Interpforessioneel
Effectencentrum B.V.)
New Zealand Austraclear New Zealand Equity, Corporate +
Government Debt
Norway VPS Equity, Corporate +
(Verdipapirsentralen) Government Debt
Oman NONE
Pakistan CDC Equity
(Central Depository Company of
Pakistan Ltd.)
Peru CAVALI Equity
(Caja de Valores)
Philippines PCD Equity
(Philippine Central Depository)
Poland NDS Equity, Long-Term
(National Securities Government Debt +
Depository) Vouchers
CRT Treasury-Bills
(Central Registry of Treasury-
Bills)
Portugal Interbolsa Equity, Corporate +
Government Debt
Romania SNCDD - RASDAQ Equity
(National Company for Clearing,
Settlement and Depository for
Securities)
Budapest Stock Exchange Equity
Registry
National Bank of Romania Treasury-Bills
Russia MICEX GKO's
(Moscow Interbank Currency (Gosudarstvennye
Exchange) Kratkosrochnye
Obyazatelstva [T-
Bills])
OFZ's
(Obligatsyi
Federalnogo Zaima
[Federal Loan
Bonds])s
Singapore CDP Equity + Corporate
(Central Depository Pte. Ltd.) Debt and Malaysian
equities traded on
CLOB
Monetary Authority of Singapore Government Debt
Slovak SCP Equity + Government
Republic (Stredisko Cennych Papiru) Debt
National Bank of Slovakia Treasury-Bills
So. Africa CD Corporate +
Government
(Central Depository) Debt
So. Korea KSD Equity, Corporate +
Government Debt
Spain SCLV Equity + Corporate
(Servicio de Compensacion y Debt.
Liquidacion de Valores)
CBEO Government Debt
(Central Book Entry Office)
Sri Lanka CDS Equity
(Central Depository System
(Private) Ltd.)
Sweden VPC Equity, Corporate +
(Vardepapperscentralen AB) Government Debt
Switzerland SEGA Equity, Corporate +
(Schweizerische Effekten-Giro Government Debt
AG)
Taiwan TSCD Equity + Government
(Taiwan Securities Central Debt
Depository Co., Ltd.)
Thailand TSDC Equity, Corporate +
(Thailand Securities Depository Government Debt
Company Ltd.)
Tunisia STICODEVAM Equity
(Societe Tunisienne
Interprofessionnelle pour la
Compensation et le Depot des
Valeurs Mobilieres)
Ministry of Finance Government Debt
tradable on the stock
exchange (BTNBs)
Central Bank of Tunisia Government Debt not
tradable on the stock
exchange (BTCs)
Turkey Takas Bank Equity + Corporate
Debt
Central Bank of Turkey Government Debt
United CREST Equity + Corp. Debt
Kingdom
CMO Sterling CDs & CP
(Central Moneymarket Office)
CGO Gilts
(Central Gilts Office)
United DTC Equity + Corporate
States (Depository Trust Company) Debt
PTC Mortgage Back Debt
(Participants Trust Company)
Fed Book-Entry Government Debt.
Zambia XxXX Equity + Government
(XxXX Central Shares Depository Debt
Ltd.)
Appendix 1-B
Information Regarding Country Risk
1. To aid Customer's board in its determinations regarding
Country Risk, Bank shall furnish board annually and upon the initial
placing of Assets into a country the following information (check
items applicable):
A Opinions of local counsel concerning:
i. Whether applicable foreign law would restrict the
access afforded Customer's independent public accountants to books
and records kept by an eligible foreign custodian located in that
country.
ii. Whether applicable foreign law would restrict the
Customer's ability to recover its assets in the event of the
bankruptcy of an Eligible Foreign Custodian located in that country.
iii. Whether applicable foreign law would restrict the
Customer's ability to recover assets that are lost while under the
control of an Eligible Foreign Custodian located in the country.
B. Written information concerning:
i. The likelihood of expropriation, nationalization,
freezes, or confiscation of Customer's assets.
ii. Whether difficulties in converting Customer's cash
and cash equivalents to U.S. dollars are reasonably foreseeable.]
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement and
registration, (v) taxation, and (vi) compulsory depositories
(including depository evaluation).
2. To aid Customer's board in monitoring Country Risk, Bank
shall furnish board the following additional information:
Market flashes, including with respect to changes in the
information in market reports.
