15
DOMESTIC CUSTODY AGREEMENT Renaissance Capital Greenwich Funds
To: The Chase Manhattan Bank
Institutional Client Services
0 Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We are a company registered under the Investment Company Act of
1940, as amended and hereby request you to open and to maintain on your records
a Custody Account in our name as Entitlement Holder and to credit to such
account Financial Assets as our Securities Intermediary, upon the following
terms and conditions. From time to time, we may instruct you to open additional
Custody Accounts for us. Unless we and you shall otherwise expressly agree in
writing, all such Custody Accounts shall be governed by the terms of this
Agreement
Financial Assets credited to the Custody Account shall be
segregated at all times from your proprietary assets. Financial Assets credited
to the Custody Account shall be withdrawable or transferable upon our
instructions as hereinafter described, subject to the further terms and
conditions herein.
Definitions. The capitalized terms used herein shall have the
meanings set forth below:
"Agreement" means this Domestic Custody Agreement.
"Cash Account" means a cash account in our name on your records,
designated by us to be credited and debited in respect of all transactions to
the Custody Account pursuant to this Agreement and in which cash shall not be
subject to withdrawal by check or draft.
"Custody Account" means each Securities custody account on your
records to which Financial Assets are or may be credited pursuant to this
Agreement.
"Depository" means a Federal Reserve Bank and any clearing
corporation as defined in the Uniform Commercial Code.
"Entitlement Holder" means the person on the records of a
Securities Intermediary as the person having a Securities Entitlement against
the Securities Intermediary.
"Financial Assets" means Securities. As the context requires a
Financial Asset means either the interest itself or the means by which a
person's claim to it is evidenced, including a certificated or uncertificated
Security, a Security certificate, or a Securities Entitlement.
"Securities" means stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper issued in certificated form or in
uncertificated form and commonly traded or dealt in on securities exchanges or
financial markets, and other obligations of an issuer, or shares, participations
and interests in an issuer recognized in an area in which it is issued or dealt
in as a medium for investment and any other property as shall be acceptable to
you for the Custody Account.
"Securities Entitlement" means the rights and property interest
of an Entitlement Holder with respect to a Financial Asset as set forth in Part
5 of the Uniform Commercial Code.
"Securities Intermediary" means you, a Depository, and any other
financial institution which in the ordinary course of its business maintains
Securities accounts for others and acts in that capacity.
"Uniform Commercial Code" means Article 8 of the New York Uniform
Commercial Code, as amended.
Transactions. Unless you receive contrary written instructions
from us, and subject to the further provisions of
this Agreement, you are authorized:
(a) to receive all interest and dividends payable on the
Financial Assets credited to the Custody Account and to credit such interest and
dividends to the Cash Account;
(b) to credit to the Cash Account all proceeds received from
sales and redemptions of Financial Assets for the Custody Account;
(c) to debit the Cash Account for the cost of acquiring Financial
Assets for the Custody Account;
(d) to present Financial Assets (including coupons) for payment
upon maturity, when called for redemption and when income payments are due;
(e) to exchange Financial Assets for other Financial Assets where
the exchange is purely ministerial as, for example, the exchange of Financial
Assets in temporary form for Financial Assets in definitive form or the
mandatory exchange of Financial Assets;
(f) to sell Financial Assets with fractional interests resulting
from a stock split or a stock dividend and to credit the Cash Account with the
proceeds thereof;
(g) to execute in our name, whenever you deem it appropriate,
such ownership and other certificates as may be required to obtain payments with
respect to, or to effect the sale, transfer or other disposition of, Financial
Assets in the Custody Account and to guarantee as our signature the signature so
affixed; and
(h) to receive and hold in the Custody Account Financial Assets
which have transfer limitations imposed upon them by the Securities Act of 1933,
as amended.
Instructions. You are authorized to rely and act upon all further
written instructions given or purported to be given by one or more officers,
employees or agents of ours (i) authorized by or in accordance with a corporate
resolution of ours delivered to you or (ii) described as authorized in a
certificate delivered to you by our Secretary or an Assistant Secretary or
similar officer of ours (each such officer, employee or agent or combination of
officers, employees and agents authorized pursuant to clause (i) or described
pursuant to clause (ii) of this paragraph is hereinafter referred to as an
"Authorized Officer"). (The term "instructions" includes, without limitation,
instructions to sell, assign, transfer, deliver, purchase or receive for the
Custody Account, any and all stocks, bonds and other Financial Assets or to
transfer funds in the Cash Account.) You may also rely and act upon instructions
when bearing or purporting to bear the facsimile signature or signatures of any
of the individuals designated by an Authorized Officer regardless of by whom or
by what means the actual or purported facsimile signature or signatures thereon
may have been affixed thereto if such facsimile signature or signatures resemble
the facsimile specimen or specimens from time to time furnished to you by any of
such Authorized Officers, our Secretary or an Assistant Secretary or similar
officer of ours. In addition, you may rely and act upon instructions received by
telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess or
electronic instruction or trade information system acceptable to you which you
believe in good faith to have been given by an Authorized Officer or which are
transmitted with proper testing or authentication pursuant to terms and
conditions which you may specify. You may also rely and act upon instructions
transmitted electronically through your TITAN Data Entry System or any similar
electronic instruction system acceptable to you. You shall incur no liability to
us or otherwise as a result of any act or omission by you in accordance with
instructions on which you are authorized to rely pursuant to the provisions of
this paragraph. Any instructions delivered to you by telephone shall promptly
thereafter be confirmed in writing by an Authorized Officer, but you shall incur
no liability for our failure to send such confirmation in writing, the failure
of any such written confirmation to conform to the telephone instructions which
you received, the failure of any such written confirmation to be signed or
properly signed, or your failure to produce such confirmation at any subsequent
time. You shall incur no liability for refraining from acting upon any
instructions which for any reason you, in good faith, are unable to verify to
your own satisfaction. With respect to instructions received hereunder to
transfer funds from the Cash Account to any other account or party, we agree to
implement any callback or other authentication method or procedure or security
device required by you at any time or from time to time. Unless otherwise
expressly provided, all authorizations and instructions shall continue in full
force and effect until canceled or superseded by subsequent authorizations or
instructions received by your safekeeping account administrator with reasonable
opportunity to act thereon. Your authorization to rely and act upon instructions
pursuant to this paragraph shall be in addition to, and shall not limit, any
other authorization which we may give you regarding our accounts with you.
We agree that, if you require test arrangements, authentication
methods or procedures or other security devices to be used with respect to
instructions which we may give hereunder, thereafter instructions given by us
shall be given and processed in accordance with terms and conditions for the use
of such arrangements, methods or procedures or devices as you may put into
effect and modify from time to time. We shall safeguard any testkeys,
identification codes or other security devices which you make available to us
and agree that we shall be responsible for any loss, liability or damage
incurred by you or by us as a result of your acting in accordance with
instructions from any unauthorized person using the proper security device,
unless such unauthorized use is the result of your negligence or willful
misconduct. You may electronically record any instructions given by telephone,
and any other telephone discussions with respect to the Custody Account or
transactions pursuant to this Agreement.
If you are instructed by us to purchase or sell Financial Assets
for the Custody Account you may enter purchase and sale orders and
confirmations, and perform any other acts incidental or necessary to the
performance thereof with brokers or dealers or similar agents selected by you,
including any broker or dealer or similar agent affiliated with you, for our
account and risk in accordance with accepted industry practices in the relevant
market.
Except as may be provided otherwise in this Agreement, you are
authorized to execute our instructions and take other actions pursuant to this
Agreement in accordance with your customary processing practices for customers
similar to us and, in accordance with such practices, you may retain agents,
including subsidiaries or affiliates of yours, to perform any of your duties and
responsibilities under this Agreement
In acting upon instructions to deliver Financial Assets against
payment, you are authorized, in accordance with customary securities processing
practices, to deliver such Financial Assets to the purchaser thereof or dealer
therefor (including to an agent for any such purchaser or dealer) against a
receipt, with the expectation of collecting payment from the purchaser, dealer
or agent to whom the Financial Assets were so delivered before the close of
business on the same day.
Payment Orders. Funds credited to the Cash Account shall be
transferred by us by means of instruction (a "payment order") to one of your
account administrators assigned by you for the Custody Account, which you will
identify to us. We agree that payment orders and communications seeking to
cancel or amend payment orders which are issued by telephone, telecopier or in
writing shall be subject to a mutually agreed security procedure and you may
execute or pay payment orders issued in our name when verified by you in
accordance with such procedure.
In executing or paying a payment order you may rely upon the
identifying number (e.g. Fedwire routing number or account) or any party as
instructed in the payment order. We assume full responsibility for any
inconsistency between the name and identifying number of any party in payment
orders issued to you in our name.
Registration. Unless you receive contrary instructions from us,
you are authorized to keep Financial Assets in your own vaults or in book entry
form registered in your name or in the name of your nominee or nominees or,
where Financial Assets are eligible for deposit in a Depository, such as The
Depository Trust Company or Participants Trust Company, you may use any such
Depository and permit the registration of registered Financial Assets in the
name of its nominee or nominees, and we agree to hold you and the nominees
harmless from any liability as holders of record. We shall accept the return or
delivery of Financial Assets of the same class and denomination as those
deposited with you by us or otherwise received by you for the Custody Account,
and you need not retain the particular certificates so deposited or received.
If any of our Financial Assets registered in your name or the
name of your nominee or held in a Depository and registered in the name of the
Depository's nominee are called for partial redemption by the issuer of such
Financial Assets, you are authorized to allot the called portion to the
respective beneficial holders of the Financial Assets in any manner deemed to be
fair and equitable by you in your sole discretion.
Segregated Account. Upon receipt of instructions from us you will
establish and maintain a segregated account or accounts on your records for and
on our behalf, in which may be credited cash and/or Financial Assets:
(a) in accordance with the provisions of an agreement among us
and a broker-dealer (registered under the Securities and Exchange Act of 1934
("Exchange Act") and a member of the National Association of Securities Dealers,
Inc. ("NASD"), or any futures commission merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the Options Clearing
Corporation and of any registered national securities exchange (or the
Commoditiy Futures Trading Commission or any registered contract market), or of
any similar organization, regarding escrow or other arrangements in connection
with the transactions by us;
(b) for the purpose of segregating cash or financial assets with
options purchased or sold by us; and
(c) for other proper corporate purposes as per the instruction of
an Authorized Officer.
Statements. You shall notify us of each Financial Asset
transaction effected for the Custody Account and of income on and redemptions of
the Financial Assets in the Custody Account, as well as furnish us a listing of
such Financial Assets, at such times upon which you and we mutually agree.
Periodic statements shall be rendered to us as we may reasonably require, but
not less frequently than monthly. You shall at all times maintain proper books
and records that shall identify the Financial Assets as ours. Your books and
records relating to the Custody Account shall be available for inspection upon
reasonable notice to you during your regular business hours by duly authorized
officers, employees, or agents of ours, or by legally authorized regulatory
officials who are then in the process of reviewing our financial affairs upon
proof to you of such official status.
Unless we shall send to you a written exception or objection to
any statement of account within 60 days of our receipt of such statement from
you, we shall be deemed to have approved such statement. In such event, or where
we have otherwise approved such statement, you shall, to the extent permitted by
law, be released, relieved and discharged with respect to all matters set forth
in such statement or reasonably implied therefrom as though it had been settled
by the decree of a court of competent jurisdiction in an action where we and all
persons having or claiming an interest in the Custody Account or Cash Account
were parties.
Corporate Actions. You shall send us such proxies (signed in
blank, if issued in your name or the name of your nominee or a nominee of a
Depository) and communications with respect to Financial Assets in the Custody
Account as call for voting or relate to legal proceedings within a reasonable
time after sufficient copies are received by you for forwarding to customers. In
addition, you shall follow coupon payments, redemptions, exchanges or similar
matters with respect to Financial Assets in the Custody Account and advise us of
rights issued, tender offers or any other discretionary rights with respect to
such Financial Assets, in each case, of which you receive notice at your central
corporate actions department from the issuer or from the Depository in which
such Financial Assets are maintained or notice published in publications and
reported in reporting services routinely used by you for this purpose.
Custodian Responsibility. Except as provided in the next
following paragraph, you shall be obligated to indemnify us for any loss of
Financial Assets credited to the Custody Account resulting from (i) the
negligence or willful misconduct of you or your officers, employees or agents
retained by you to hold such Financial Assets or (ii) the burglary, robbery,
hold-up, theft or mysterious disappearance, including loss by damage or
destruction. In the event of a loss of Financial Assets in the Custody Account
for which you are required to indemnify us pursuant to the immediately preceding
sentence, at your option, you shall promptly replace such Financial Assets (by
among other means posting appropriate security or bond with the issuer(s) of
such Financial Assets and obtaining their reissue) or the value thereof
(determined based upon the market value of the Financial Assets which are the
subject of such loss as of the date of the discovery of such loss) and the value
of any loss of rights or privileges resulting from the loss of such Financial
Assets. The foregoing indemnity shall be your exclusive liability to us for your
loss of Financial Assets from the Custody Account. In respect of all your other
duties and obligations pursuant to the terms of this Agreement, you shall be
liable to us only to the extent of our general damages suffered or incurred as a
result of any act or omission of you or your officers, employees or agents which
constitutes negligence or willful misconduct. General damages shall mean only
those damages as directly and necessarily result from such act or omission
without reference to any special conditions or circumstances of ours or of any
transaction, whether or not you have been advised of any such special conditions
or circumstances. Anything in this Agreement to the contrary notwithstanding, in
no event shall you be liable to us under this Agreement for special, indirect or
consequential loss or damage of any kind whatsoever, whether or not you are
advised as to the possibility of such loss or damage and regardless of the form
of action any such loss or damage may be claimed.
You shall not be liable for the acts or omissions of (or the
bankruptcy or insolvency of) any Depository. If, however, as a result of any act
or omission of, or the bankruptcy or insolvency of, any Depository we suffer any
loss or liability, you will take such steps with respect thereto in order to
effect a recovery as you shall reasonably deem appropriate under the
circumstances (including the bringing and settling of legal proceedings),
provided that unless you shall be liable as set forth in the immediately
preceding paragraph of this Agreement, for such loss or liability by virtue of
the negligence or misconduct of you or your officers, employees or agents, the
amount of any cost or expense in effecting, or attempting to effect, such
recovery shall be for our account, and you shall have the right to charge such
cost or expense to the Cash Account. We further agree to be bound by the
Depository rules and procedures applicable to you as a participant in respect of
any Financial Assets held by you in your account with such Depository.
All collection and receipt of funds or Financial Assets and all
payment and delivery of funds or Financial Assets under this Agreement shall be
made by you as our agent, at our risk with respect to our actions or omissions
and those of persons other than you, including, without limitation, the risk
associated with the securities processing practice of delivering Financial
Assets against a receipt and the risk that the counterparty in any transaction
into which we enter will not transfer funds or Financial Assets or otherwise
perform in accordance with our expectation of its obligations thereunder
(including, without limitation, where, as a result of such nonperformance, a
Depository reverses, or requires repayment of, any credit given in connection
with the transfer of Financial Assets).
In no event shall you be responsible or liable for any loss due
to forces beyond your control, including, but not limited to, acts of God,
flood, fire, nuclear fusion, fission or radiation, war (declared or undeclared),
terrorism, insurrection, revolution, riot, strikes or work stoppages for any
reason, embargo, closure or disruption of any market, government action,
including any laws, ordinances, regulations or the like which restrict or
prohibit the providing of the services contemplated by this Agreement, inability
to obtain equipment or communications facilities, or the error in transmission
of information caused by any machines or systems or the failure of equipment or
interruption of communications facilities, and other causes whether or not of
the same class or kind as specifically named above. In the event that you are
unable substantially to perform for any of the reasons described in the
immediately preceding sentence, you shall so notify us as soon as reasonably
practicable.
You shall be responsible for only those duties expressly stated
in this Agreement or expressly contained in instructions to perform the services
described herein given to you pursuant to the provisions of this Agreement and
accepted by you and, without limiting the foregoing, you shall have no duty or
responsibility:
a) to supervise the investment of, or make
recommendations with respect to the purchase, retention or sale of, Financial
Assets relating to the Custody Account, or to maintain for your benefit any
insurance on Financial Assets in the Custody Account;
(b) with regard to any Financial Asset in the Custody Account as
to which a default in the payment of principal or interest has occurred, (i) to
give notice of default or make demand for payment to the issuer, or (ii) to take
any other action with respect to such default, except, in each instance, where
you have been requested by us and you have agreed in writing to do so;
(c) except as otherwise specifically provided in this section
under the heading "Custodian Responsibility", for any act or omission, or for
the solvency or insolvency, or notice to us of the solvency or insolvency, of
any broker or agent which is selected by you with reasonable care or by us or
any other person to effect any transaction for the Custody Account or to
perform any service under this Agreement;
(d) to evaluate, or report to us regarding, the financial
condition of any person, firm or corporation to which you deliver Financial
Assets or funds pursuant to this Agreement;
(e) for any loss occasioned by delay in the actual receipt of
notice by you of any payment, redemption or other transaction in respect to
which you are authorized to take some action pursuant to this Agreement; or
(f) for any errors or omissions made by any pricing services used
by you to value Financial Assets credited to the Custody Account as part of any
service subscribed to by us from you.
Settlements. We agree with you that all credits of Financial
Assets and proceeds by you to the Custody Account and the Cash Account,
respectively, on the settlement or payable date shall be provisional when made
and you shall be entitled to reverse any such credits subject to actual receipt
or collection of immediately available funds, and you shall have the right to
reverse any such provisional credits or erroneous entries to the Cash Account
retroactively to the date upon which the correct entry, or no entry, should have
been made.
We shall have sufficient immediately available funds each day in
the Cash Account to pay for the settlement of all Financial Assets delivered
against payment to you and credited to the Custody Account. Should we fail to
have sufficient immediately available funds in the Cash Account to settle these
deliveries of Financial Assets pursuant to the preceding sentence (a "Deficit"),
you, in your sole discretion, may elect (i) to reject the settlement of any or
all of the Financial Assets delivered to you that day to the Custody Account,
(ii) to settle the deliveries on our behalf and debit the Cash Account (A) for
the amount of such Deficit and (B) for the amount of the funding or other cost
or expense incurred or sustained by you for our failure to have sufficient
immediately available funds in the Cash Account by the applicable settlement
deadlines for you, or (iii) to reverse the posting of the Financial Assets
credited to the Custody Account.
The foregoing rights are in addition to and not in limitation of
any other rights or remedies available to you under this Agreement or otherwise.
Any advances made by you to us in connection with the purchase, sale,
redemption, transfer or other designation of Financial Assets or in connection
with disbursements of funds to any party, which create or result in an overdraft
in the Cash Account shall be deemed a loan by you to us, payable on demand, and
bear interest on the amount of the loan each day that the loan remains unpaid at
your prime rate in effect as announced by you from time to time (unless another
rate has been separately agreed upon, in writing, between you and us in respect
of such advances).
No prior action or course of dealing on your part with respect to
the settlement of Financial Asset transactions on our behalf shall be used by or
give rise to any claim or action by us against you for your refusal to pay or
settle for Financial Asset transactions we have not timely funded as required
herein.
Responsible as Principal. We agree that we shall be responsible
to you as a principal for all of our obligations to you arising under or in
connection with this Agreement, notwithstanding that we may be acting on behalf
of other persons, and we warrant our authority to deposit in the Custody Account
and Cash Account, respectively, any Financial Assets and funds which you or your
agents receive therefor and to give instructions relative thereto. We further
agree that you shall not be subject to, nor shall your rights and obligations
with respect to this Agreement and the Custody Account or the Cash Account be
affected by, any agreement between us and any such person.
Crediting and Debiting Procedures. With respect to all
transactions for the Custody Account and the Cash Account, including, without
limitation, dividend and interest payments and sales and redemptions of
Financial Assets, availability of funds credited to the Custody Account and Cash
Account shall be based on the type of funds used in the trade settlement or
payment, including, but not limited to, same day availability for federal or
same day funds and next business day availability for clearing house or next day
funds. Furthermore, with respect to all purchases and sales of Financial Assets
for the Custody Account, the proceeds from the sale of Financial Assets shall be
credited to the Cash Account on the date proceeds are received by you and the
cost of Financial Assets purchased shall be debited to the Cash Account on the
date Financial Assets are received by you, unless we request your contractual
settlement service for the Custody Account in which case the following
provisions shall apply with respect to the delivery and receipt of Financial
Assets for the Custody Account for those Financial Assets and transactions as to
which you customarily offer this service.
(a) When we instruct you to deliver or receive Financial Assets,
on the contractual settlement date you shall credit the Cash Account with the
expected proceeds of the transaction and debit the Custody Account for the
Financial Assets which we have instructed you to deliver, in the case of
deliveries, and debit the Cash Account for the cost of the Financial Assets
which we have instructed you to receive and credit the Custody Account with such
Financial Assets, in the case of receives. These credits and debits are
provisional accounting entries which you shall reverse on our instructions and
which you may reverse, even in the absence of instructions from us, if the
transaction with respect to which they were made fails to settle within a
reasonable period, determined by you in your discretion, after the contractual
settlement date, except that if you deliver Financial Assets which are returned
by the recipient thereof, you may reverse such credits and debits at any time.
You have no obligation to use this crediting and debiting procedure with respect
to a delivery of Financial Assets if we do not have actually in our account
sufficient Financial Assets to make the delivery.
(b) As with other transactions processed by you, your
responsibility with respect to transactions for which you use this crediting and
debiting procedure shall be governed by the provisions of this Custody
Agreement, including the section headed "Custodian Responsibility". We agree
that your using this procedure is not an assurance by you that the transaction
will actually settle on the contractual settlement date and does not impose any
additional responsibility on you with respect to the transaction. Without
limiting your right to reverse credits and debits described above, the account
statements which you furnish to us shall reflect transactions as to which you
use this procedure as if they had actually settled on the contractual settlement
date, unless prior to the date to which the statement relates, you have reversed
such credits and debits.
(c) We agree that you may terminate this contractual settlement
service to us at any time and for any reason.
With respect to Financial Assets or transactions as to which you
do not customarily offer this service, you shall (i) in the case of deliveries
of Financial Assets, credit the proceeds of the transaction to the Cash Account
on the date they are received by you and debit the Financial Assets from the
Custody Account on the date they are delivered by you, and (ii) in the case of
Financial Assets received, debit the Cash Account for the cost of such Financial
Assets and credit the Custody Account with such Financial Assets on the date the
Financial Assets are received by you.
Taxes. Unless we have already done so, we shall deliver promptly
to you with respect to each Custody Account established under this Agreement,
two duly completed and executed copies of the proper United States Internal
Revenue Service Form W-9. We agree to provide duly executed and completed
updates of such form (or successor applicable form), on or before the date that
such form expires or becomes obsolete or after the occurrence of an event
requiring a change in the most recent form previously delivered by us to you. We
shall be responsible for the payment of all taxes relating to the Financial
Assets in the Custody Account, and we agree to pay, indemnify and hold you
harmless from and against any and all liabilities, penalties, interest or
additions to tax with respect to, or resulting from, any delay in, or failure
by, you (i) to pay, withhold or report any Federal, state or foreign taxes
imposed on, or (ii) to report interest, dividend or other income paid or
credited to the Cash Account, whether such failure or delay by you to pay,
withhold or report tax or income is the result of (x) our failure to comply with
the terms of this paragraph, or (y) your own acts or omissions; provided,
however, we shall not be liable to you for penalty or additions to tax due as a
result of your failure to pay or withold tax or to repoprt interest, dividend or
other income paid or credited to the Cash Account soley as a result of your
negligent acts or omissions.
Fees, Indemnification. We agree to pay you compensation for your
services pursuant to this Agreement at the fees of which you shall notify us
from time to time. We also agree to hold you and your officers, employees and
agents harmless from, and to indemnify and reimburse you and them for, all
claims, liabilities, losses, damages and expenses (including out-of-pocket and
incidental expenses and legal fees) incurred by you or them in connection with
or relating to the Custody Account or your acting under this Agreement, provided
that you or they, as the case may be, have not acted with negligence or willful
misconduct with respect to the events resulting in such claims, liabilities,
losses, damages or expenses.
Security Interest. We hereby pledge, assign and grant to you a
continuing security interest in the Financial Assets in the Custody Account and
any Financial Assets in your possession and under your control for credit to the
Custody Account, as security for any obligations, matured or unmatured, direct
or indirect, absolute or contingent, now due or hereafter to become due from us
to you pursuant to this Agreement.
Set-Off. You may, without notice to us, set-off any sums held for
us or standing to the credit of any of our cash accounts with you in and toward
the satisfaction of any obligation of us to you under this Agreement, whether or
not any such sums or credits or obligations are matured or unmatured, diirect or
indirect, absolute or contingent, and may do so notwithstanding that the
accounts may be maintained at different branches of yours and may not be
expressed in the same currency.
Termination. Either party may terminate this Agreement at any
time upon thirty days written notice. Our obligations pursuant to the paragraphs
under the headings "Registration", "Settlements", "Fees, Indemnification"
"Taxes" and "Security Interest" shall survive the termination of this Agreement.
Notices. Notices with respect to termination, specification of
Authorized Officers and terms and conditions for instructions required hereunder
shall be in writing, and shall be deemed to have been duly given if delivered
personally, and when delivered by courier service or by mail, postage prepaid
when received, to the following addresses (or to such other address as either
party hereto may from time to time designate by notice duly given in accordance
with this paragraph):
To us at: Renaissance Capital Greenwich Funds
Attn: Xxxxx Xxxxxxx
000 Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Fax #000-000-0000
To you, to the attention of the individual designated by you as
the safekeeping account administrator for our account, at:
The Chase Manhattan Bank
Institutional Client Services
0 Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Governing Law, Successors and Assigns, Headings. This
Agreement shall be governed by andconstrued in accordance with the laws of the
State of New York, without regardto laws as to conflicts of laws, and shall be
binding on our and your respectivesuccessors and assigns. We and you hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
in the State and County of New Yorkfor the purposes of any suit, action or other
proceedings arising out of this Agreement. We and you hereby irrevocably waive
any objection on the ground of venue,forum non conveniens, or any similar
grounds, and irrevocably consent to service of process by mail or in any manner
permitted by New York law, and irrevocably waive our rights to any jury trial.
The headings of the paragraphs hereof are included for convenience of reference
only and do not form a part ofthis Agreement.
Prior Proposals. This Agreement (including any Riders
relating to additional services in respect of the Custody Account we may request
of you) shall contain the complete agreement of the parties hereto with respect
to the Custody Account (except as may be expressly provided to the contrary
herein) and supersedes and replaces any previously made proposals,
representations, warranties or agreements with respect thereto by either or
both of the parties hereto. This Agreement shall become effective upon
execution hereof by us and acceptance by you.
Separability. Any provisions of this Agreement which
may be determined by competent authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate xxxxxxxx unenforceable such provision in any
other jurisdiction.
Reservation of Right. You shall have the right not to
accept for deposit to the Custody Account any Financial Assets which are in a
form or condition which you, in your sole discretion, determine not to be
suitable for the services you provide under this Agreement.
Your rights and remedies under this Agreement are in
addition to, and not in limitation of,any other rights and remedies you may have
under applicable law.
Additional Duties. If we shall ask you to perform
duties or responsibilities not specifically set forth in this Agreement
and you choose to perform such additional duties or responsibilities, you
shall be held to the same standard of care and you shall be entitled to all the
protective provisions (including but not limited to limitation of liability
and indemnification) set forth herein.
Counterparts. This Agreement may be executed in several
counterparts each of which shall be deemed to be an original and together shall
constitute one and the same agreement.
Renaissance Capital Greenwich Funds
By:
Title:
Date:
Accepted by:
THE CHASE MANHATTAN BANK
By:
Title:
Date:
