GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective December 28, 2004 and is between JPMORGAN CHASE
BANK N.A. ("Bank") and THE ENTERPRISE GROUP OF FUNDS II, INC. ("Enterprise") on
behalf of each of the funds (each a "Fund") designated on Schedule B (each
individually, the "Customer").
1. Customer Accounts.
Bank, acting as "Securities Intermediary" (as defined in Section 15(g)
hereof) shall establish and maintain the following accounts ("Accounts") on
behalf of each Customer:
(a) a Custody Account (as defined in Section 15(b) hereof) in the name of
Customer for Financial Assets, which shall, except as modified by Section 15(d)
hereof, mean 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 Bank or its Subcustodian (as defined in
Section 3 hereof) for the account of Customer, including as an "Entitlement
Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for any and all
cash in any currency received by Bank or its Subcustodian for the account of
Customer, which cash shall not be subject to withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and Financial
Assets (collectively "Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11 hereof) concerning the Accounts. Bank may deliver
Financial Assets of the same class and denomination in place of those deposited
in the appropriate Custody Account.
Upon written agreement between Bank and Customer, additional Accounts may
be established and separately accounted for as additional Accounts hereunder.
2. Maintenance of Financial Assets and Cash at Bank and Subcustodian
Locations.
Unless Instructions specifically require another location acceptable to
Bank:
(a) Financial Assets shall be held in the country or other jurisdiction in
which the principal trading market for such Financial Assets is located, where
such Financial Assets are to be presented for payment or where such Financial
Assets are acquired; and
(b) Cash shall 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 Bank can comply with such
Instructions, Bank is authorized to maintain cash balances on deposit for
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 Customer may direct, if acceptable to Bank. For purposes
hereof, the term "Affiliate" shall mean an entity controlling, controlled by, or
under common control with, Bank, provided that Affiliates will qualify as
Eligible Foreign Custodians pursuant to Rule 17f-5 under the Investment Company
Act of 1940, as amended ("1940 Act") if holding Foreign Assets as defined by
that rule.
If 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 Bank and Customer.
3. Subcustodians and Securities Depositories.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets in the Accounts in
accounts which Bank has established with one or more of its branches or
Subcustodians, in conformity with all applicable requirements of Rule 17f-5
under the 1940 Act. Bank and Subcustodians are authorized to hold any of the
Financial Assets in their account with any securities depository in which they
participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given notice as soon as reasonably possible by Bank of any
amendment to Schedule A. Upon request by Customer, Bank shall identify the name,
address and principal place of business of any Subcustodian of 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) Bank shall identify the Assets on its books as belonging to Customer.
(b) A Subcustodian shall hold such Assets together with assets belonging to
other customers of Bank in accounts identified on such Subcustodian's books as
custody accounts for the exclusive benefit of customers of Bank.
(c) Assets held by Bank or a Subcustodian in a Custody Account shall be
segregated at all times from Bank's or Subcustodian's proprietary assets, and on
Bank's or Subcustodian's records segregated from the assets of any other account
holder for which Bank or Subcustodian serves as custodian in any other capacity.
Any Financial Assets in the Accounts held by a Subcustodian shall be subject
only to the instructions of Bank or its agent. Any Financial Assets held in a
securities depository for the account of a Subcustodian shall be subject only to
the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding Bank's
customers' assets shall provide (i) for indemnification or insurance
arrangements (or any combination of the foregoing) such that Enterprise and its
Funds will be adequately protected against the risk of loss of the Assets held
in accordance with such agreement; (ii) that such assets shall not be subject to
any right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian or its creditors except a claim of payment for their safe custody
or administration or, in the case of cash deposits, except for liens or rights
in favor of creditors of the Subcustodian arising under bankruptcy, insolvency
or similar laws; (iii) that the beneficial ownership of such assets shall be
freely transferable without the payment of money or value other than for safe
custody or administration; (iv) that adequate records will be maintained
identifying the Assets as belonging to Bank on behalf of its customers, or as
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being held by a third party for the benefit of Bank on behalf of its customers;
(v) that Enterprise's independent public accountants will be given access to
those records or confirmation of contents of those records; and (vi) that Bank
will receive periodic reports with respect to the safekeeping of the Assets,
including but not limited to, notification of any transfer of the Assets to or
from the account of a Fund or a third party account containing Assets held for
the benefit of a Fund. Where Securities are deposited by a Subcustodian with a
securities depository, Bank shall cause the Subcustodian to identify on its
books as belonging to Bank, as agent, the Securities shown on the Subcustodian's
account on the books of such securities depository. The foregoing shall not
apply to the extent of any special agreement or arrangement made by Customer
with any particular Subcustodian.
5. Deposit Account Transactions.
(a) Bank or its Subcustodians shall make payments from the Deposit Account
only upon receipt of Instructions, as such term is defined in Section 11 of this
Agreement, which include all information required by Bank.
(b) In the event that any payment to be made under this Section 5 exceeds
the funds available in the Deposit Account, Bank, in its discretion, may advance
Customer such excess amount which shall be deemed an overdraft advance bearing
interest at the rate customarily charged by Bank on similar advances. Bank shall
make information regarding any such overdraft available electronically for
monitoring on the next business day by providing Customer with electronic access
to such information either via the Internet or by other means reasonably
acceptable to Customer.
(c) If 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, Customer shall
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 Customer does not promptly return any
amount upon such notification, Bank shall be entitled, upon oral or written
notification to Customer, to reverse such credit by debiting the Deposit Account
for the amount previously credited. 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 Customer upon Instructions after
consultation with Customer.
6. Custody Account Transactions.
(a) Financial Assets shall be transferred, exchanged or delivered by Bank
or its Subcustodian on a timely basis upon receipt by Bank of Instructions which
include all information required by Bank. Unless Bank receives proper
Instructions specifying another mode of settlement and payment, settlement and
payment for Financial Assets received for, and delivery of Financial Assets out
of, the Custody Account shall be made in 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 Financial Assets to a purchaser, dealer or their
agents against a receipt with the expectation of collecting payment from the
purchaser, dealer or agent to whom the securities were so delivered in the
United States and in such other markets where available, on the same day.
Delivery of Financial Assets out of the Custody Account may also be made in any
manner specifically required by Instructions reasonably acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Financial Assets with respect to any
sale, exchange or purchase of Financial Assets. Otherwise, such transactions
shall be credited or debited to the Accounts on the date cash or Financial
Assets are actually received by Bank and reconciled to the Account.
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(i) 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 Bank in its discretion, after
the contractual settlement date for the related transaction.
(ii) If any Financial Assets delivered pursuant to this Section 6 are
returned by the recipient thereof, Bank may reverse the credits
and debits of the particular transaction at any time.
(iii) Bank shall make information regarding any credits, debits,
credit reversals or debit reversals, all as referred to above in
this Section 6(b), available electronically for monitoring on the
same business day by providing Customer with electronic access to
such information via the Internet or by other means reasonably
acceptable to Customer.
7. Actions of Bank.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Collect on a timely basis and/or receive all income, dividends and
other payments payable on the Assets to which the Funds are entitled either by
law or pursuant to custom in the securities business, and (except as hereinafter
set forth in the section entitled "Miscellaneous") to credit such payments to
the Deposit Account of the appropriate Fund as designated by Customer to receive
all sums collected in respect of transactions to the Custody Account.
(b) Present for payment any Financial Assets 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 Bank or Subcustodian is
actually aware of such opportunities, subject to the Bank's obligations pursuant
to the Domestic and Global Special Terms and Conditions Rider to follow coupon
payments, redemptions, exchanges or similar matters with respect to Financial
Assets in the Custody Account and advise Customer of rights issued, tender
offers or any other discretionary rights with respect to such Financial Assets.
(c) Execute in the name of Customer such ownership and other certificates
as may be required to obtain payments in respect of Financial Assets.
(d) Exchange interim receipts or temporary Financial Assets for definitive
Financial Assets.
(e) Appoint brokers and agents for any transaction involving the Financial
Assets, including, without limitation, Affiliates of Bank or any Subcustodian,
in accordance with accepted industry practices in the relevant market.
(f) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts, provided that periodic statements shall
be rendered to Customer as Customer may reasonably require, but not less
frequently than monthly.
(g) Upon receipt of Instruction from Enterprise or Customer, to pay or
cause to be paid bills, statements, or other obligations of the Customer,
insofar as funds are available for such payments.
(h) Use reasonable efforts to maintain records sufficient to enable
Customer to determine and verify information concerning the custody of Assets.
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Bank shall at all times maintain proper books and records that shall
identify the Assets as belonging to the appropriate Fund. Bank's books and
records relating to the Custody Account shall be available for inspection upon
reasonable notice to Bank during Bank's regular business hours by duly
authorized officers, employees or agents of Customer, or by legally authorized
regulatory officials who are then in the process of reviewing Enterprise's or
the Customer's financial affairs upon proof to Bank of such official status.
Bank agrees to furnish, upon Customer's request or at the request of any
regulatory authority of any jurisdiction in which Customer is authorized to do
business, a verification certificate in sufficient detail to permit adequate
identification of the securities belonging to each Fund and held by Bank under
the terms of this Agreement. Such certificate must be signed by a responsible
Bank official and furnished to the requestor, with a copy to Customer if the
requestor is a regulatory authority.
Bank shall send 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
Customer sends Bank a written exception or objection to any Bank statement
within ninety (90) days of receipt, Customer shall be deemed to have approved
such statement, provided, however, that any matter that could not have
reasonably been known to Customer or its agents during the 90 day period shall
survive past that time limit, and Customer shall have available to it all legal
remedies with respect to any matter set forth in or reasonably implied from the
statement. In such event, or where Customer has otherwise approved any such
statement, 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.
All collections of funds or other property paid or distributed in respect
of Financial Assets in the Custody Account shall be made at the risk of
Customer. Bank shall have no liability for any loss occasioned by delay in the
actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Financial Assets in the Custody
Account in respect of which Bank has agreed to take any action hereunder.
Bank shall perform all of its duties in a timely manner. What constitutes
timeliness in connection with a particular action will be determined by the
standards of the industry in the relevant market as they apply to the specific
type of transaction in question and taking into account relevant facts and
circumstances.
8. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions. Bank shall subscribe to and monitor information
through sources as it deems necessary to follow coupon payments, redemptions,
exchanges or similar matters and will advise Customer of rights issued, tender
offers or any other discretionary rights with respect to securities. Whenever
Bank receives information concerning the Financial Assets which requires
discretionary action by the beneficial owner of the Financial Assets (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"), Bank shall give Customer notice of
such Corporate Actions to the extent that 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, Bank shall use its reasonable best efforts to obtain
Instructions from Customer or its Authorized Person (as defined in Section 10
hereof), but if Instructions are not received in time for Bank to take timely
action, or actual notice of such Corporate Action was received too late to seek
Instructions, Bank is authorized to sell such rights entitlement or fractional
interest
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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.
(b) Proxy Voting. Bank shall provide proxy voting services, if elected by
Customer, in accordance with the terms of the proxy voting services rider
hereto. 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).
(c) Tax Reclaims.
(i) Subject to the provisions hereof, Bank shall apply for a reduction of
withholding tax and any refund of any tax paid or tax credits which apply
in each applicable market in respect of income payments on Financial Assets
for Customer's benefit which Bank believes may be available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon
Bank's receiving from Customer or, to the extent the Financial Assets are
beneficially owned by others (but not including underlying mutual fund
shareholders), from each beneficial owner, A) a declaration of the
beneficial owner's identity and place of residence and (B) certain other
documentation (pro forma copies of which are available from Bank). Customer
acknowledges that, if Bank does not receive such declarations,
documentation and information, Bank shall be unable to provide tax reclaim
services.
(iii) Bank shall not be liable to Customer or any third party for any
taxes, fines or penalties payable by Bank or Customer, and shall be
indemnified accordingly, whether these result from the inaccurate
completion of documents by Customer or any third party, or as a result of
the provision to Bank or any third party of inaccurate or misleading
information or the withholding of material information by Customer or any
other third party, or as a result of any delay of any revenue authority or
any other matter beyond Bank's control.
(iv) Bank shall perform tax reclaim services only with respect to taxation
levied by the revenue authorities of the countries notified to Customer
from time to time and Bank may, by notification in writing, at Bank's
absolute discretion, supplement or amend the markets in which tax reclaim
services are offered. Other than as expressly provided in this sub-clause,
Bank shall have no responsibility with regard to Customer's tax position or
status in any jurisdiction.
(v) Customer confirms that Bank is authorized to disclose any information
requested by any revenue authority or any governmental body in relation to
Customer or the securities and/or cash held for Customer.
(vi) Tax reclaim services may be provided by Bank or, in whole or in part,
by one or more third parties appointed by Bank (which may be Bank's
affiliates); provided that Bank shall be liable for the performance of any
such third party to the same extent as Bank would have been if Bank had
performed such services.
(d) Tax Obligations.
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(i) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Deposit Account any taxes or levies required by
any revenue or governmental authority for whatever reason in respect of the
Custody Account.
(ii) Customer shall provide to Bank such documentation and information as
Bank may require in connection with taxation, and warrants that, when
given, this information shall be true and correct in every respect, not
misleading in any way, and contain all material information. Customer
undertakes to notify Bank immediately if any such information requires
updating or amendment.
(iii) Customer shall be responsible for the payment of all taxes relating
to the Financial Assets in the Custody Account, and Customer agrees to pay,
indemnify and hold Bank harmless from and against any and all liabilities,
penalties, interest or additions to tax with respect to or resulting from
any delay in, or failure by, Bank (1) to pay, withhold or report any U.S.
federal, state or local taxes or foreign taxes imposed on, or (2) to report
interest, dividend or other income paid or credited to the Deposit Account,
whether such failure or delay by Bank to pay, withhold or report tax or
income is the result of (x) Customer's failure to comply with the terms of
Sections 8(c) and (d), or (y) Bank's own acts or omissions; provided
however, Customer shall not be liable to Bank for any penalty or additions
to tax due as a result of Bank's failure to pay, withhold or report tax or
to report interest, dividend or other income paid or credited to the
Deposit Account solely as a result of Bank's negligent acts or omissions.
9. Nominees.
Financial Assets which are ordinarily held in registered form may be
registered in the name of Customer or in a nominee name of Bank, Subcustodian or
securities depository, as directed by Customer. Bank may with notice to and
consent by Customer cause any such Financial Assets to cease to be registered in
the name of any such nominee and to be registered in the name of Customer. In
the event that any Financial Assets registered in a nominee name are called for
partial redemption by the issuer, Bank may allot the called portion to the
respective beneficial holders of such class of security in any manner Bank deems
to be fair and equitable. Customer shall hold Bank, Subcustodians, and their
respective nominees harmless from any liability arising directly or indirectly
from their status as a mere record holder of Financial Assets in the Custody
Account.
10. Authorized Persons.
As used herein, the term "Authorized Person" means officers, employees or
agents including investment managers as have been (i) authorized by or in
accordance with a corporate resolution of Customer delivered to Bank or (ii)
described as authorized in a certificate delivered to Bank by Customer's
Secretary or an Assistant Secretary or similar officer of Customer to act on
behalf of Customer hereunder. Such persons shall continue to be Authorized
Persons until such time as Bank receives Instructions from 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(s)
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank and Customer which 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 Bank may specify. Bank may
rely and act upon written instructions when bearing or purporting to bear the
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facsimile signature of any Authorized Person if such facsimile signature or
signatures resemble(s) the facsimile specimen or specimens from time to time
furnished to Bank by any Authorized Person, or by Customer's Secretary or an
Assistant Secretary or similar officer of Customer in writing, addressed to
Bank, indicating that the signatures are those belonging to persons authorized
to give instructions with respect to the Funds. Unless otherwise expressly
provided, all Instructions shall continue in full force and effect until
canceled or superseded. 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 Deposit Account.
Any Instructions delivered to 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 Customer shall hold 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 Bank's failure to produce such confirmation at any subsequent time. Bank
shall promptly notify Customer of any discrepancies between oral and written
instructions, the lack of a valid signature, and with respect to Instructions
Bank chooses not to follow. Bank and Customer may electronically record any
Instructions given by telephone, and any other telephone discussions with
respect to the Custody Account. Customer shall take reasonable steps to
safeguard any testkeys, identification codes or other security devices which
Bank shall make available to Customer or its Authorized Persons.
12. Standard of Care; Liabilities.
(a) Bank shall be responsible for the performance of only such duties as
are set forth herein or expressly contained in Instructions which are
consistent with the provisions hereof as follows:
(i) Bank will perform all of its duties and obligations under this
Agreement, including but not limited to, the safekeeping of Assets,
with the highest degree of care as would be exercised by a
professional custodian of comparable reputation, size and experience.
Bank will be liable to Customer for any and all direct damages and
losses arising from, related to, or in connection with, Bank's failure
to perform its duties and obligations in accordance with the standard
of care as provided above. Except as provided below, Bank shall be
obligated to indemnify Customer for any loss of Assets credited to the
Accounts resulting from (x) the negligence or willful misconduct of
Bank or any officers, employees or agents retained by Bank to hold
such Assets or (y) the burglary, robbery, hold-up, theft or mysterious
disappearance, including loss by damage or destruction. In the event
of a loss of Assets in any Account for which Bank is required to
indemnify Customer pursuant to the immediately preceding sentence, at
Bank's option, Bank shall promptly replace such Assets (by among other
means posting appropriate security or bond with the issuer(s) of such
Assets and obtaining their reissue) or the value thereof (determined
based upon the market value of the Assets which are the subject of
such loss as of the date of discovery of such loss) and the value of
any loss of rights or privileges resulting from the loss of such
securities. The foregoing indemnity shall be Bank's exclusive
liability to Customer for Bank's loss of Assets from any Account. Bank
shall be responsible as a professional custodian for the Assets for
exercising good faith and reasonable care in carrying out Bank's
duties and obligations under this Agreement. In respect of all Bank's
other duties and obligations pursuant to the terms of this Agreement,
Bank shall be liable to Customer only to the extent of Customer's
direct damages suffered or incurred as a result of any act or omission
of Bank or Bank's officers, employees or agents which constitutes
negligence or willful misconduct. Anything in this Agreement to the
contrary notwithstanding, in no event shall Bank be liable to Customer
under this Agreement for special, indirect or consequential loss or
damage of any kind whatsoever, whether or not Bank is
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advised as to the possibility of such loss or damage and regardless of
the form of action in which such loss or damage may be claimed.
(ii) Notwithstanding any other provisions of this Agreement, Bank's
responsibilities in holding Assets with a Subcustodian shall be
limited to the exercise of good faith and reasonable care as a
professional custodian for the Assets with respect to its obligations
hereunder. Bank shall be liable to 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 where
such loss results directly: (A) from the failure by the Subcustodian
to use reasonable care in the provision of custodial services by it in
accordance with the standards prevailing in its local market or (B)
from the willful default, willful misconduct or negligence of such
Subcustodian in the provision of custodial services by it or any
officers, employees or agents retained by such Subcustodian to provide
any part of such services; or (C) from the burglary, robbery, hold-up,
theft or mysterious disappearance of Assets, including loss by damage
or destruction. In the event of any loss to Customer which is
compensable hereunder (i.e. a loss arising by reason of willful
misconduct or the failure of Bank or its Subcustodian to use good
faith and reasonable care), Bank shall be liable to Customer only to
the extent of Customer's actual damages, to be determined based on the
market value of the property which is the subject of the loss at the
date of discovery of such loss and without reference to any special
conditions or circumstances. Bank shall have no liability whatsoever
for any consequential, special, indirect or speculative loss or
damages (including, but not limited to, lost profits) suffered by
Customer in connection with the transactions and services contemplated
hereby and the relationship established hereby even if Bank has been
advised as to the possibility of the same and regardless of the form
of the action.
(iii) As long as Bank shall have been in compliance with its
obligations under Rule 17f-5 under the 1940 Act to determine that each
Subcustodian listed on Schedule A has the requisite financial strength
for the Assets, Bank shall not be responsible for the insolvency of
any Subcustodian which is not a branch or Affiliate of Bank, except,
however, that Bank will be responsible for the insolvency of any
Subcustodian which it appoints if such appointment was made
negligently or in bad faith. Bank shall not be responsible for any
act, omission, default or the solvency of any broker or agent which it
or a Subcustodian appoints unless such appointment was made
negligently or in bad faith.
(iv) (A) Customer shall indemnify and hold Bank and its directors,
officers, agents and employees (collectively the "Indemnitees")
harmless from and against any and all claims, liabilities, losses,
damages, fines, penalties, and expenses, including out-of-pocket and
incidental expenses and legal fees ("Losses") that may be incurred by,
or asserted against, the Indemnitees or any of them for following any
instructions or other directions upon which Bank is authorized to rely
pursuant to the terms of this Agreement. (B) In addition to and not in
limitation of the preceding subparagraph, Customer shall also
indemnify and hold the Indemnitees and each of them harmless from and
against any and all Losses that may be incurred by, or asserted
against, the Indemnitees or any of them in connection with or arising
out of Bank's performance under this Agreement, provided the
Indemnitees have not acted with negligence or engaged in willful
misconduct. (C) In performing its obligations hereunder, Bank may rely
on the genuineness of any document which it reasonably believes in
good faith to have been validly executed.
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(v) Customer shall pay for and hold 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.
(vi) In connection with the operation of this Agreement, Bank shall be
entitled to rely, and may act, upon the advice of counsel (who may be
counsel for Customer) on all matters and shall be without liability
for any action reasonably taken or omitted pursuant to such advice.
(vii) Bank need not maintain any insurance for the benefit of
Customer. Bank represents, however, that it maintains Bankers' Blanket
Bond insurance which includes: (A) fidelity insurance and non
negligent loss coverage for Bank's employees and loss of property
through any dishonest act of Bank's employees, and loss through
robbery, burglary, theft or mysterious disappearance while on Bank's
premises or while in transit in the custody of Bank's employees, and
(B) fidelity and non negligent loss coverage for Assets which may be
held by Custodians. Customer understands that Bank maintains such
insurance in respect of its activities as a securities custodian. Bank
shall provide to Customer a description of the Fidelity and other
insurance coverage it maintains for its benefit in respect of the
assets it holds in custody for others, upon request by Customer. 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.
(viii) Without limiting the foregoing, 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 malfunction, interruption of or
error in the transmission of information caused by any machines or
system or interruption of communication facilities beyond the control
of Bank, abnormal operating conditions, nationalization, expropriation
or other governmental actions; regulation of the banking or securities
industry; currency restrictions, devaluations or fluctuations; and
market conditions which prevent the orderly execution of securities
transactions or affect the value of Assets. Nothing in this paragraph
shall limit the Bank from maintaining commercially reasonable back-up
systems.
(ix) 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 (whether declared or undeclared) or
terrorism, insurrection, revolution, nuclear fusion, fission or
radiation, or acts of God.
(x) In the event Bank is unable to substantially perform for any of
the reasons described in paragraphs (viii) and (ix), Bank shall so
notify Customer as soon as reasonably practicable.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no duty or
responsibility to:
(i) supervise or make recommendations with respect to investments or
the retention of Financial Assets;
(ii) advise Customer or an Authorized Person regarding any default in
the payment of principal or income of any security in the Custody
Account other than as provided in Section 5(c) hereof;
10
(iii) evaluate or report to Customer or an Authorized Person regarding
the financial condition of any broker, agent or other party (other
than a Subcustodian) to which Financial Assets are delivered or
payments are made pursuant hereto; and
(iv) review or reconcile trade confirmations received from brokers.
Customer or its Authorized Persons issuing Instructions shall bear any
responsibility to review such confirmations against Instructions
issued to and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank or
any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential conflict
of duty or interest including the fact that Bank or any of its Affiliates may
provide brokerage services to other customers, act as financial advisor to the
issuer of Financial Assets, act as a lender to the issuer of Financial Assets,
act in the same transaction as agent for more than one customer, have a material
interest in the issue of Financial Assets, or earn profits from any of the
activities listed herein.
13. Fees and Expenses.
Customer shall pay Bank for its services hereunder the fees set forth in
Schedule B hereto or such other amounts as may be agreed upon in writing,
together with Bank's reasonable out-of-pocket or incidental expenses. To the
extent consistent with applicable law, Bank shall have a lien on and is
authorized to charge any Accounts of Customer for any amount owing to Bank under
any provision hereof. As provided in Customer's governing instrument, the debts,
liabilities, obligations and expenses incurred in connection with Bank's
services with respect to a particular Fund shall be enforceable against the
assets of such Fund only, and not against the assets of Enterprise generally,
any other Fund or any director or shareholder of the Fund.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration of
Customer's trading and investment activity, when instructed by specific or
standing Instruction, Bank is authorized to enter into spot or forward foreign
exchange contracts with Customer or an Authorized Person for Customer and may
also provide foreign exchange through its subsidiaries, Affiliates or
Subcustodians. Instructions, may be issued with respect to such contracts but
Bank may establish rules or limitations concerning any foreign exchange facility
made available. In all cases where Bank, its subsidiaries, Affiliates or
Subcustodians enter into a separate master foreign exchange contract with
Customer that covers foreign exchange transactions for the Accounts, the terms
and conditions of that foreign exchange contract, and to the extent not
inconsistent, this Agreement, shall apply to such transactions.
(b) Certification of Residency, etc. Customer certifies that it is a
resident of the United States and shall notify Bank of any changes in residency.
Bank may rely upon this certification or the certification of such other facts
as may be required to administer Bank's obligations hereunder. Customer shall
indemnify Bank against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(c) Access to Records. Bank shall allow Customer's independent public
accountant reasonable access to the records of Bank relating to Financial Assets
as is required in connection with their examination of books and records
pertaining to Customer's affairs. Subject only to restrictions under applicable
law, Bank shall also obtain an undertaking to permit Customer's independent
public accountants reasonable access to the records of any Subcustodian which
has physical possession of any Financial Assets as may be required in connection
with the examination of Customer's books and records. Upon Customer's reasonable
request, Bank shall furnish Customer such reports (or portions thereof) of its
systems on internal accounting controls applicable to its duties
11
hereunder. Bank shall endeavor to obtain and furnish Customer with such similar
reports as it may reasonably request with respect to each Subcustodian holding
Assets.
(d) Governing Law; Successors and Assigns; Immunity; Captions. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assignable by
either party, but shall bind the successors in interest of Customer and Bank. To
the extent that in any jurisdiction Customer may now or hereafter be entitled to
claim, for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, Customer irrevocably shall
not claim, and it hereby waives, such immunity. The captions given to the
sections and subsections of this Agreement are for convenience of reference only
and are not to be used to interpret this Agreement.
(e) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are (Check one):
[X] Investment Company assets subject to certain U.S. Securities and
Exchange Commission rules and regulations;
[ ] Other (specify)
This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I -A and I-B and the following Rider(s):
[X] INVESTMENT COMPANY
[X] PROXY VOTING
[X] SPECIAL TERMS AND CONDITIONS
There are no other provisions hereof and this Agreement supersedes any
other agreements, whether written or oral, between the parties. Any amendment
hereto must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions hereof are held
invalid, illegal or unenforceable in any respect on the basis of any particular
circumstances or in any jurisdiction, the validity, legality and enforceability
of such provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions shall not in any way be affected
or impaired.
(g) Waiver. Except as otherwise provided herein, no failure or delay on the
part of either party in exercising any power or right hereunder operates as a
waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise, or the exercise of any other power or right. No
waiver by a party of any provision hereof, 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) Representations and Warranties. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit and
control the Financial Assets and cash deposited in the Accounts; (B) it has all
necessary authority to use Bank as its custodian; (C) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; (D) it has taken all necessary action to authorize the execution and
delivery hereof. (E) it shall have full authority and power to borrow moneys and
enter into foreign exchange transactions; and (F) it has not relied on any oral
or written representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the duties
12
of Bank. (ii) Bank hereby represents and warrants to Customer that: (A) it has
the full power and authority to perform its obligations hereunder, (B) this
Agreement constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms; and (C) it has taken all necessary action to
authorize the execution and delivery hereof.
(i) Notices. All notices hereunder shall be effective when actually
received. Any notices or other communications which may be required hereunder
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: (a) Bank: JPMorgan
Chase Bank N.A., 4 Chase MetroTech Center Fl. 18, Brooklyn, N.Y. 11245,
Attention: Global Investor Services, Investment Management Group; and (b)
Customer: The Enterprise Group of Funds II, Inc., c/o Chief Financial Officer,
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000.
(j) Termination. This Agreement may be terminated by Customer or Bank by
giving thirty (30) days' written notice to the other, provided that such notice
to Bank shall specify the names of the persons to whom Bank shall deliver the
Assets in the Accounts. If notice of termination is given by Bank, Customer
shall, within thirty (30) days following receipt of the notice, deliver to Bank
Instructions specifying the names of the persons to whom Bank shall deliver the
Assets. In either case Bank shall deliver the Assets to the persons so
specified, after deducting any amounts which Bank determines in good faith to be
owed to it under Section 13. If within thirty (30) days following receipt of a
notice of termination by Bank, Bank does not receive Instructions from Customer
specifying the names of the persons to whom Bank shall deliver the Assets, 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 hereof, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.
(k) Money Laundering. Customer warrants and undertakes to Bank for itself
and its agents that all Customer's customers are properly identified in
accordance with all applicable U.S. Money Laundering regulations as in effect
from time to time.
(l) Imputation of certain information. Bank shall not be held responsible
for and shall not be required to have regard to information held by any person
by imputation or information of which Bank is not aware by virtue of a "Chinese
Wall" arrangement. If Bank becomes aware of confidential information which in
good faith it feels inhibits it from effecting a transaction hereunder Bank may
refrain from effecting it.
(m) Confidentiality. Bank agrees to treat as confidential all record and
other information relating to Customer, its prior, present or future
shareholders (to the extent Bank has such information) and its Funds. Bank
agrees not to disclose such information except when legally required to disclose
such information by duly constituted government authorities, or when so
requested in writing by Customer. If required to disclose confidential
information, Bank will notify Customer in writing.
15. Definitions.
As used herein, the following terms shall have the meaning hereinafter
stated:
a) "Certificated Security" shall mean a security that is represented by a
certificate.
b) "Custody Account" shall mean each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant hereto.
c) "Entitlement Holder" shall mean the person on the records of a Securities
Intermediary as the person having a Securities Entitlement against the
Securities Intermediary.
13
d) "Financial Asset" shall mean, as the context requires, either the asset
itself or the means by which a person's claim to it is evidenced, including
a Certificated Security or Uncertificated Security, a security certificate,
or a Securities Entitlement. Financial Assets shall not include cash.
e) "Securities" shall mean stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated
Securities or Uncertificated Securities 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 Bank for the Custody Account.
f) "Securities Entitlement" shall mean 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.
g) "Securities Intermediary" shall mean Bank, a Subcustodian, a securities
depository, and any other financial institution which in the ordinary
course of business maintains custody accounts for others and acts in that
capacity.
h) "Uncertificated Security" shall mean a security that is not represented by
a certificate.
i) "Uniform Commercial Code" shall mean Article 8 of the Uniform Commercial
Code of the State of New York, as the same may be amended from time to
time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
THE ENTERPRISE GROUP OF FUNDS II, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Title: President and Chief Executive Officer
Date: December 28, 2004
JPMORGAN CHASE BANK N.A.
By: /s/ Xxxx Xxxxxx
----------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
Date: December 28, 2004
Investment Company Rider to Global Custody Agreement
Between JPMorgan Chase Bank N.A. and
The Enterprise Group of Funds II, Inc.
effective December 28, 2004
The following modifications are made to the Agreement:
I. 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 (as hereinafter defined) 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 to add any such
entity.
II. 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) under the 1940 Act; and
(b) an "Eligible Foreign Custodian," which, as defined in rule 17f-5(a)(1)
and (5), 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 (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. In addition, an
Eligible Foreign Custodian shall also mean any other entity that shall have
been so qualified by exemptive order, rule or other appropriate action of
the SEC.
The term "securities depository" as used herein shall mean the following,
when referring to a securities depository located:
(a) outside the U.S., an "Eligible Securities Depository" which, in turn,
shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) and applicable
provisions of rule 17f-5 as the same may be amended from time to time, or
that has otherwise been made exempt by an SEC exemptive order, rule other
appropriate SEC action, except that prior to the compliance date with rule
17f-7 for a particular securities depository the term "securities
depository" shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments
to rule 17f-5; and
(b) in the U.S., shall mean a "securities depository" as defined in rule
17f-4(a) under the 1940 Act.
For purposes of provisions of the Agreement imposing liability on Bank, the
term Subcustodian shall not include any Eligible Foreign Custodian as to
which Bank has not acted as Foreign Custody Manager. For purposes of
clarity, the term Subcustodian shall not include any securities
depository."
III. Add the following language to the end of the first sentence of Section
4(d) of the Agreement: "or, in the case of cash deposits, except for liens or
rights in favor of creditors of the Subcustodian arising under bankruptcy,
insolvency or similar laws."
IV. Add a new Section 16 to the Agreement as follows:
16. Compliance with Securities and Exchange Commission 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)(3)), including for the purposes of: (i)
selecting Eligible Foreign Custodians (as that term is defined in rule
17f-5(a)(1), as the same may be amended from time to time, or that have
otherwise been exempted by SEC exemptive order, rule other appropriate SEC
action) to hold Customer's Foreign Assets (as that term is defined in rule
17f-5(a)(2)), (ii) evaluating the contractual arrangements with such Eligible
Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such
foreign custody arrangements (as set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board, or its designated
agent, of the placement of Foreign Assets with particular Eligible Foreign
Custodians and of any material change in the arrangements with such
Eligible Foreign Custodians, with such reports to be provided to Customer's
Board at such times as the Board deems reasonable and appropriate based on
the circumstances of Customer's foreign custody arrangements but until
further notice from Customer requesting a different schedule, such reports
shall be provided not less than quarterly in summary form, with a more
detailed report annually.
(ii) exercise such reasonable care, prudence and diligence in performing as
Customer's Foreign Custody Manager as a professional custodian having
responsibility for the safekeeping of Foreign Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined
that Foreign 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 requires that the Eligible Foreign Custodian will provide
reasonable care for Foreign Assets based on the standards applicable to
custodians in the relevant market as provided in rule 17f-5(c)(2) and will
include, at a minimum, the contractual provisions set forth in rule
17f-5(c)(2)(i) or (ii); and
(v) have established a system to monitor the continued appropriateness of
maintaining Foreign Assets with particular Eligible Foreign Custodians, in
accordance with rule 17f-5(c)(2)(i), and performance of the governing
contractual arrangements, in accordance with rule 17f-5(c)(2); it being
understood, however, that in the event that Bank shall have determined that
the existing Eligible Foreign Custodian in a given country would no longer
afford Foreign Assets reasonable care and that no other Eligible Foreign
Custodian in that country would afford reasonable care, Bank shall promptly
so advise Customer and shall then act in accordance with the Instructions
of Customer with respect to the disposition of the affected Foreign Assets.
Subject to (b)(i)-(v) above, Bank, in its capacity as Foreign Custody Manager,
is hereby authorized to place and maintain Foreign Assets on behalf of Customer
with Eligible Foreign Custodians pursuant to a written contract deemed
appropriate by Bank.
2
(c) 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 Investment Company Act of 1940,
as amended (the "1940 Act") as the same may be amended from time to time; (2)
its Board (or other governing body) has determined that it is reasonable to rely
on Bank to perform as Customer's Foreign Custody Manager; and (3) its Board (or
other governing body) or its investment adviser shall have determined that
Customer may maintain Foreign Assets in each country in which Customer's Foreign
Assets shall be held hereunder and determined to accept the risks arising there
from (including, but not limited to, a country's financial infrastructure,
prevailing custody and settlement practices, laws applicable to the safekeeping
and recovery of Foreign Assets held in custody, and the likelihood of
nationalization, currency controls and the like) (collectively ("Country Risk");
provided that, Country Risk shall not include the failure of an Eligible Foreign
Custodian to exercise reasonable care ). Nothing contained herein shall require
Bank to make any selection on behalf of Customer that would entail consideration
of Country Risk and, except as may be provided in (e) below, to engage in any
monitoring of Country Risk.
(d) Bank shall provide to Customer such information relating to Country
Risk as is specified in Appendix 1-A hereto. Customer hereby acknowledges that:
(i) such information is solely designed to inform Customer of market conditions
and procedures and is not intended as a recommendation to invest or not invest
in particular markets; and (ii) Bank has gathered the information from sources
it considers reliable, but that Bank shall have no responsibility for
inaccuracies or incomplete information.
V. Add a new Section 17 to the Agreement as follows:
17. Compliance with Securities and Exchange Commission rule 17f-7 ("rule
17f-7").
(a) Bank shall, for consideration by Customer, provide an analysis in
accordance with rule 17f-7(a)(1)(i)(A) of the Country Risks associated with
maintaining Customer's Foreign Assets with each Eligible Securities Depository
used by Bank as of the date hereof (or, in the case of an Eligible Securities
Depository not used by Bank as of the date hereof, prior to the initial
placement of Customer's Foreign Assets at such Depository) and at which any
Foreign Assets of Customer are held or are expected to be held. Bank will also
inform Customer whether holding assets in a particular Eligible Securities
Depository is voluntary or compulsory. The foregoing analysis will be provided
to Customer at Bank's Website. In connection with the foregoing, Customer shall
notify Bank of any Eligible Securities Depositories at which it does not choose
to have its Foreign Assets held. Bank shall monitor the custody risks associated
with maintaining Customer's Foreign Assets at each such Eligible Securities
Depository on a continuing basis and shall promptly notify Customer or its
adviser of any material changes in such risks.
(b) Bank shall exercise such reasonable care, prudence and diligence in
performing the requirements set forth in Section 17(a) above as a professional
custodian having responsibility for the safekeeping of Foreign Assets would
exercise.
(c) Based on the information available to it in the exercise of reasonable
care, prudence and diligence, Bank shall determine the eligibility under rule
17f-7 of each depository before including it on Appendix 1-B hereto and shall
promptly advise Customer if any Eligible Securities Depository ceases to be
eligible. (Eligible Securities Depositories used by Bank as of the date hereof
are set forth in Appendix 1-B hereto, and as the same may be amended on notice
to Customer from time to time.)
3
Appendix 1-A
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank shall
furnish annually and upon the initial placing of Foreign Assets into a country
the following information:
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, (vi) market settlement risk, (vii) Eligible Securities
Depositories (including Depository evaluation), if any.
2. Bank shall furnish the following additional information:
Market flashes, including with respect to changes in the information
in market reports.
Appendix 1-B
ELIGIBLE SECURITIES DEPOSITORIES
Securities Depositories
-----------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
AUSTRALIA Austraclear Limited Corporate Debt, Money Market, Government
Debt and Semi-Government Debt
CHESS Equity
(Clearing House Electronic Sub-register System)
AUSTRIA OeKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
BAHRAIN CDS Equity
(The Central Depository System)
BANGLADESH CDBL Equity, Government Debt
(Central Depository Bangladesh Limited)
BELGIUM CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
NBB Corporate Debt, Government Debt
(National Bank of Belgium)
BERMUDA BSD Equity
(Bermuda Securities Depository)
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e
Custodia)
CETIP Corporate Debt
(Central de Custodia e de Liquidacao Financiera
de Titulos Privados)
SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
BULGARIA BNB Government Debt
(Bulgaria National Bank)
CDAD Equity, Corporate Debt
(Central Depository A.D.)
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
-----------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------
CHINA, SHANGHAI CSDCC, Shanghai Branch Equity
(China Securities Depository and Clearing
Corporation Limited, Shanghai Branch)
CHINA, SHENZHEN CSDCC, Shenzhen Branch Equity
(China Securities Depository and Clearing
Corporation Ltd, Shenzhen Branch)
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de Colombia
S.A.)
CROATIA CDA Equity, Corporate Debt, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
CYPRUS CSD Equity, Corporate Debt, Government Debt
(Central Securities Depository)
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru - Ceska republica)
CNB Government Debt
(Czech National Bank)
DENMARK VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
EGYPT MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and Depository)
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite
Keskdepositoorium)
EUROMARKET CBL Internationally Traded Debt, Equity
(Clearstream Banking, S.A.)
Euroclear Bank S.A./N.V. Internationally Traded Debt, Equity
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository Limited)
FRANCE Euroclear France Equity, Corporate Debt, Government Debt
GERMANY CBF Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
GREECE CSD Equity, Corporate Debt, Government Debt
(Central Securities Depository S.A.)
BoG Government Debt
(Bank of Greece)
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company
Limited)
CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
2
-----------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------
HUNGARY KELER Equity, Corporate Debt, Government Debt
(Central Clearing House and Depository
(Budapest) Ltd. - Kozponti Elszamolohaz es
Ertektar (Budapest) Rt.)
ICELAND ISD Equity, Corporate Debt, Government Debt
(The Islandic Securities Depository)
INDIA NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
CDSL Equity
(Central Depository Services (India) Limited)
RBI Government Debt
(Reserve Bank of India)
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
Bank Indonesia Government Debt
IRELAND CREST Equity, Corporate Debt
(CRESTCo Limited)
ISRAEL TECH Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House Ltd.)
ITALY Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
IVORY COAST DC/BR Equity
(Le Depositaire Central / Banque de Reglement)
JAMAICA JCSD Equity, Corporate Debt, Government Debt
(Jamaica Central Securities Depository)
JAPAN JASDEC Equity, Convertible Debt
(Japan Securities Depository Center,
Incorporated)
BoJ Registered Government Debt
(Bank of Japan)
JORDAN SDC Equity, Corporate Debt
(Securities Depository Center)
KAZAHKSTAN CSD Equity
(Central Securities Depository CJSC)
KENYA CBCD Government Debt
(Central Bank Central Depository)
CDSC Equity, Corporate Debt
(Central Depository Securities Corporation)
LATVIA LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
LEBANON Midclear X.X.X. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
X.X.X.)
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
3
----------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------------------------------------------------------------------------------------------------------
LUXEMBOURG CBL Equity
(Clearstream Banking S.A.)
MALAYSIA Bursa Depository Equity, Corporate Debt
(Bursa Malaysia Depository Sdn Bhd)
BNM Government Debt
(Bank Negara Malaysia)
MALTA CSD Equity, Corporate Debt, Government Debt
(The Central Securities Depository)
MAURITIUS CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
MEXICO INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
MOROCCO Maroclear Equity, Corporate Debt, Government Debt
NETHERLANDS Euroclear Nederland Equity, Corporate Debt, Government Debt
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen ASA)
OMAN MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
PAKISTAN CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
SBP Government Debt
(State Bank of Pakistan)
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
PHILIPPINES PDTC Equity
(Philippine Depository and Trust Corp.)
RoSS Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
RP Short-Term Government Debt
(Registry of Securities)
PORTUGAL INTERBOLSA Equity, Corporate Debt, Government Debt
(Sociedade Gestora de Sistemas de Liquidacao
e de Sistemas Centralizados de Valores
Mobiliarios, S.A.)
QATAR DSM Equity
(Doha Securities Market)
4
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COUNTRY DEPOSITORY INSTRUMENTS
----------------------------------------------------------------------------------------------------------------
ROMANIA SNCDD Equity
(National Company for Clearing and
Depository for Securities)
BSE Equity
(Bucharest Stock Exchange)
RUSSIA VTB Equity, Corporate Debt, Government Debt
(Vneshtorgbank) (Ministry of Finance Bonds)
NDC Equity, Corporate Debt, Government Debt
(The National Depository Center)
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
MAS Government Debt
(Monetary Authority of Singapore)
SLOVAK REPUBLIC CSD Equity, Corporate Debt, Government Debt
(Centralny depozitar cennych papierov SR, a.s.)
NBS Government Debt
(National Bank of Slovakia)
SLOVENIA KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
SOUTH AFRICA STRATE Equity
(Share Transactions Totally Electronic)
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
SPAIN IBERCLEAR - SCLV Equity
(Sociedad de Gestion de los Sistemas de
Registro, Compensacion y Liquidacion de
Valores, S.A.)
IBERCLEAR - XXXX Corporate Debt, Government Debt
Sociedad de Gestion de los Sistemas de
Registro, Compensacion y Liquidacion de
Valores, S.A.)
SRI LANKA CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
SWEDEN VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
SWITZERLAND SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
TAIWAN TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
THAILAND BOT Government Debt
(The Bank of Thailand)
TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
5
----------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------------------------------------------------------------------------------------------------------
TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle
pour la Compensation et le Depot des Valeurs
Mobilieres)
TURKEY TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
CBoT Government Debt
(Central Bank of Turkey)
UKRAINE NBU Government Debt
(National Bank of Ukraine)
MFS Corporate Debt, Selected Equity
(Interregional Securities Union)
UNITED ARAB EMIRATES DFM Equity, Corporate Debt, Government Debt
(Dubai Financial Market Clearing House)
UNITED KINGDOM CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
UNITED STATES DTC Equity, Corporate Debt
(The Depository Trust Company)
FRB Government Debt, Mortgage Back Debt
(Federal Reserve Bank)
URUGUAY BCU Government Debt
(Banco Central del Uruguay)
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
CVV Equity, Corporate Debt, Money Market
(Caja Venezolana de Valores, S.A.)
VIETNAM STC Equity, Corporate Debt, Government Debt
(The Registration, Depository, Settlement
and Clearing Department of the Securities
Trading Centre)
ZAMBIA CSD Equity, Government Debt
(XxXX Central Shares Depository Limited)
BoZ Government Debt
(Bank of Zambia)
6
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
JPMORGAN CHASE BANK N.A.
AND
THE ENTERPRISE GROUP OF FUNDS II, INC.
effective December 28, 2004
1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures") furnished
to 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 Instructions. 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 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 Financial Assets 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 set forth in Section 13 of the Agreement or as separately
agreed.
2
SPECIAL TERMS AND CONDITIONS RIDER
GLOBAL CUSTODY AGREEMENT
WITH THE ENTERPRISE GROUP OF FUNDS II, INC.
DATE December 28, 2004
DOMESTIC ONLY
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the provisions of
Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody Account,
such proxies (signed in blank, if issued in the name of Bank's nominee or
the nominee of a central depository) and communications with respect to
Financial Assets in the Custody Account as call for voting or relate to
legal proceedings within a reasonable time after sufficient copies are
received by Bank for forwarding to its customers. In addition, Bank shall
follow coupon payments, redemptions, exchanges or similar matters with
respect to Financial Assets in the Custody Account and advise Customer or
the Authorized Person for such Account of rights issued, tender offers or
any other discretionary rights with respect to such Financial Assets, in
each case, of which Bank has received notice from the issuer of the
Financial Assets, or as to which notice is published in publications
routinely utilized by Bank for this purpose.
Fees
The fees referenced in Section 13 hereof cover only domestic and euro-dollar
holdings. There shall be no Schedule A hereto, as there are no foreign assets in
the Accounts.
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the pertinent
provisions of Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of Bank's nominee
or the nominee of a central depository) and communications with respect to
Financial Assets in the Custody Account as call for voting or relate to legal
proceedings within a reasonable time after sufficient copies are received by
Bank for forwarding to its customers. In addition, Bank shall follow coupon
payments, redemptions, exchanges or similar matters with respect to Financial
Assets in the Custody Account and advise Customer or the Authorized Person for
such Account of rights issued, tender offers or any other discretionary rights
with respect to such Financial Assets, in each case, of which Bank has received
notice from the issuer of the Financial Assets, or as to which notice is
published in publications routinely utilized by Bank for this purpose.
SCHEDULE B
Enterprise Capital Appreciation Fund
Enterprise Deep Value Fund
Enterprise Equity Fund
Enterprise Equity Income Fund
Enterprise Global Financial Services Fund
Enterprise Global Socially Responsive Fund
Enterprise Government Securities Fund
Enterprise Growth and Income Fund
Enterprise Growth Fund
Enterprise High-Yield Bond Fund
Enterprise International Growth Fund
Enterprise Managed Fund
Enterprise Mergers and Acquisitions Fund
Enterprise Money Market Fund
Enterprise Multi-Cap Growth Fund
Enterprise Short Duration Bond Fund
Enterprise Small Company Growth Fund
Enterprise Small Company Value Fund
Enterprise Strategic Allocation Fund
Enterprise Tax-Exempt Income Fund
Enterprise Technology Fund
Enterprise Total Return Fund
