Exhibit (g)(2)
CUSTODY AGREEMENT
-----------------
This Custody Agreement is dated as of September 9, 1996 between XXXXXX
XXXXXXX TRUST COMPANY, a New York State chartered trust company (the
"Custodian"), and XXXXXX XXXXXXX UNIVERSAL FUNDS, INC. a Maryland corporation
(the "Client").
1. Appointment and Acceptance; Accounts. (a) The Client hereby appoints
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the Custodian as a custodian of Property (as defined below) owned or under the
control of the Client that are delivered to the Custodian, or any Subcustodian
as appointed below, from time to time to be held in custody for the benefit of
the Client. The Custodian agrees to act as such custodian upon the terms and
conditions hereinafter provided.
(b) Prior to the delivery of any Property by the Client to the
Custodian, the Client shall deliver to the Custodian each document and other
item listed in Appendix 1. In addition, the Client shall deliver to the
Custodian any additional documents or items as the Custodian may deem necessary
for the performance of its duties under this Agreement.
(c) The Client instructs the Custodian to establish on the books and
records of the Custodian the accounts listed in Appendix 2 (the "Accounts") in
the name of the Client. Upon receipt of Authorized Instructions (as defined
below) and appropriate documentation, the Custodian shall open additional
Accounts for the Client. Upon the Custodian's confirmation to the Client of the
opening of such additional Accounts, or of the closing of Accounts, Appendix 2
shall be deemed automatically amended or supplemented accordingly. The
Custodian shall record in the Accounts and shall have general responsibility for
the safekeeping of all securities ("Securities"), cash, cash equivalents and
other property (all such Securities, cash, cash equivalents and other property
being collectively the "Property") of the Client that are delivered to the
Custodian for custody.
(d) The procedures the Custodian and the Client will use in performing
activities in connection with this Agreement are set forth in a client services
guide provided to the Client by the Custodian, as such guide may be amended from
time to time by the Custodian by written notice to the Client (the "Client
Services Guide").
2. Subcustodians. The Property may be held in custody and deposit
-------------
accounts that have been established by the Custodian with one or more domestic
or foreign banks or other institutions as listed on Exhibit A (the
"Subcustodians"), as such Exhibit may be amended from time to time by the
Custodian by written notice to the Client, or through the facilities of one or
more securities depositories or clearing agencies. The Custodian shall hold
Property through a Subcustodian, securities depository or clearing agency only
if (a) such Subcustodian and any securities depository
or clearing agency in which such Subcustodian or the Custodian holds Property,
or any of their creditors, may not assert any right, charge, security interest,
lien, encumbrance or other claim of any kind to such Property except a claim of
payment for its safe custody or administration and (b) beneficial ownership of
such Property may be freely transferred without the payment of money or value
other than for safe custody or administration. Any Subcustodian may hold
Property in a securities depository and may utilize a clearing agency. With
respect to Property custodied in Russia, the Custodian shall enter into a
subcustody agreement with its Subcustodian for Russia that contains the
provisions set forth in Appendix A hereto.
3. Records. With respect to Property held by a Subcustodian:
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(a) The Custodian may hold Property for all of its customers with a
Subcustodian in a single account identified as belonging to the Custodian for
the benefit of its customers;
(b) The Custodian shall identify on its books as belonging to the
Client any Property held by a Subcustodian for the Custodian's account;
(c) The Custodian shall require that Property held by the Subcustodian
for the Custodian's account be identified on the Subcustodian's books as
separate from any other property held by the Subcustodian other than property of
the Custodian's customers held solely for the benefit of customers of the
Custodian; and
(d) In the event the Subcustodian holds Property in a securities
depository or clearing agency, such Subcustodian shall be required by its
agreement with the Custodian to identify on its books such Property as being
held for the account of the Custodian as custodian for its customers or in such
other manner as is required by local law or market practice.
4. Access to Records. The Custodian shall allow the Client's accountants
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reasonable access to the Custodian's records relating to the Property held by
the Custodian as such accountants may reasonably require in connection with
their examination of the Client's affairs. The Custodian shall also obtain from
any Subcustodian (and shall require each Subcustodian to use reasonable efforts
to obtain from any securities depository or clearing agency in which it deposits
Property) an undertaking, to the extent consistent with local practice and the
laws of the jurisdiction or jurisdictions to which such Subcustodian, securities
depository or clearing agency is subject, to permit independent public
accountants such reasonable access to the records of such Subcustodian,
securities depository or clearing agency as may be reasonably required in
connection with the examination of the Client's affairs or to take such other
action as the Custodian in its judgment may deem sufficient to ensure such
reasonable access.
5. Reports. The Custodian shall provide such reports and other
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information to the Client and to such persons as the Client directs as the
Custodian and the Client may agree from time to time.
6. Payment of Monies. The Custodian shall make, or cause any Subcustodian
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to make, payments from monies being held in the Accounts only in accordance with
Authorized Instructions or as provided in Sections 9, 13 and 17.
The Custodian may act as the Client's agent in foreign exchange
transactions at such rates as are agreed from time to time between the Client
and the Custodian.
7. Transfer of Securities. The Custodian shall make, or cause any
----------------------
Subcustodian to make, transfers, exchanges or deliveries of Securities only in
accordance with Authorized Instructions or as provided in Sections 9, 13 and 17.
8. Corporate Action. (a) The Custodian shall notify the Client of
----------------
details of all corporate actions affecting the Client's Securities promptly upon
its receipt of such information.
(b) The Custodian shall take, or cause any Subcustodian to take, such
corporate action only in accordance with Authorized Instructions or as provided
in this Section 8 or Section 9.
(c) In the event the Client does not provide timely Authorized
Instructions to the Custodian, the Custodian shall act in accordance with the
default option provided by local market practice and/or the issuer of the
Securities.
(d) Unless the Custodian receives Authorized Instructions to the
contrary, fractional shares resulting from corporate action activity shall be
treated in accordance with local market practices.
9. General Authority. In the absence of Authorized Instructions to the
-----------------
contrary, the Custodian may, and may authorize any Subcustodian to:
(a) make payments to itself or others for expenses of handling Property
or other similar items relating to its duties under this Agreement,
provided that all such payments shall be accounted for to the Client;
(b) receive and collect all income and principal with respect to
Securities and to credit cash receipts to the Accounts;
(c) exchange Securities when the exchange is purely ministerial
(including, without limitation, the exchange of interim receipts or
temporary securities for securities in definitive form and the exchange of
warrants, or other documents of entitlement to securities, for the
securities themselves);
(d) surrender Securities at maturity or when called for redemption upon
receiving payment therefor;
(e) execute in the Client's name such ownership and other certificates
as may be required to obtain the payment of income from Securities;
(f) pay or cause to be paid, from the Accounts, any and all taxes and
levies in the nature of taxes imposed on Property by any governmental
authority in connection with custody of and transactions in such Property;
(g) endorse for collection, in the name of the Client, checks, drafts
and other negotiable instruments;
(h) take non-discretionary action on mandatory corporate actions; and
(i) in general, attend to all nondiscretionary details in connection
with the custody, sale, purchase, transfer and other dealings with the
Property.
10. Authorized Instructions; Authorized Persons. (a) Except as otherwise
-------------------------------------------
provided in Sections 6 through 9, 13 and 17, all payments of monies, all
transfers, exchanges or deliveries of Property and all responses to corporate
actions shall be made or taken only upon receipt by the Custodian of Authorized
Instructions; provided that such Authorized Instructions are timely received by
--------
the Custodian. "Authorized Instructions" of the Client means instructions from
-----------------------
an Authorized Person received by telecopy, tested telex, electronic link or
other electronic means or by such other means as may be agreed in writing
between the Client and the Custodian.
(b) "Authorized Person" means each of the persons or entities
-----------------
identified on Appendix 3 as amended from time to time by written notice from the
Client to the Custodian. The Client represents and warrants to the Custodian
that each Authorized Person listed in Appendix 3, as amended from time to time,
is authorized to issue Authorized Instructions on behalf of the Client. Prior to
the delivery of the Property to the Custodian, the Custodian shall provide a
list of designated system user ID numbers and passwords that the Client shall be
responsible for assigning to Authorized Persons. The Custodian shall assume that
an electronic transmission received and identified by a system user ID number
and password was sent by an Authorized Person. The Custodian agrees to provide
additional designated system user ID numbers and passwords as needed by the
Client. The Client authorizes the Custodian to issue new system user ID numbers
upon the request of a previously existing Authorized Person. Upon the issuance
of additional system user ID numbers by the Custodian to the Client, Appendix 3
shall be deemed automatically amended accordingly. The Client authorizes the
Custodian to
receive, act and rely upon any Authorized Instructions received by the Custodian
which have been issued, or purport to have been issued, by an Authorized Person.
(c) Any Authorized Person may cancel/correct or otherwise amend any
Authorized Instruction received by the Custodian, but the Client agrees to
indemnify the Custodian for any liability, loss or expense incurred by the
Custodian and its Subcustodians as a result of their having relied upon or acted
on any prior Authorized Instruction. An amendment or cancellation of an
Authorized Instruction to deliver or receive any security or funds in connection
with a trade will not be processed once the trade has been settled.
11. Registration of Securities. (a) In the absence of Authorized
--------------------------
Instructions to the contrary, Securities which must be held in registered form
shall be registered in the name of the Custodian or the Custodian's nominee or,
in the case of Securities in the custody of an entity other than the Custodian,
in the name of the Custodian, its Subcustodian or any such entity's nominee.
The Custodian may, without notice to the Client, cause any Securities to be
registered or re-registered in the name of the Client.
(b) Where the Custodian has been instructed by the Client to hold any
Securities in the name of any person or entity other than the Custodian, its
Subcustodian or any such entity's nominee, the Custodian shall not be
responsible for any failure to collect such dividends or other income or
participate in any such corporate action with respect to such Securities. The
foregoing shall not relieve the Custodian of its obligation to hold in
safekeeping all Property of Client delivered to Custodian or any Subcustodian in
accordance with Section 1 hereof or to notify Client of any corporate action of
which it receives notice as provided in Section 8 hereof.
12. Deposit Accounts. Unless the Client and the Custodian otherwise agree,
----------------
all cash received by the Custodian for the Accounts shall be placed in deposit
accounts maintained by the Custodian for the benefit of its clients with
Subcustodians or other domestic or foreign deposit taking institutions
identified to the Client. The Client understands that such deposit accounts may
not be accompanied by the benefit of any governmental insurance. If the
Custodian and the Client have agreed in writing in advance that certain cash in
the Accounts shall bear interest, the Custodian shall be responsible for
crediting the Accounts with interest on such cash at the rates and times as
agreed between the Client and the Custodian from time to time and such rates may
be greater than or less than the rates paid on deposits by the applicable
deposit taking institution. Any difference between the interest so paid to the
Client and the interest so paid by the Subcustodians and other deposit taking
institutions shall be for the account of the Custodian.
13. Short-term Credit Extensions: (a) From time to time, the Custodian
----------------------------
may extend or arrange short-term credit for the Client which is (i) necessary in
connection with payment and clearance of securities and foreign exchange
transactions or (ii) pursuant to an agreed schedule, as and if set forth in the
Client Services Guide, of
credits for dividends and interest payments on Securities. All such extensions
of credit shall be repayable by the Client on demand.
(b) The Custodian shall be entitled to charge the Client interest for
any such credit extension at rates to be agreed upon from time to time or, if
such credit is arranged by the Custodian with a third party on behalf of the
Client, the Client shall reimburse the Custodian for any interest charge. In
addition to any other remedies available, the Custodian shall be entitled to a
right of set-off against the Property to satisfy the repayment of such credit
extensions and the payment of, or reimbursement for, accrued interest thereon.
14. Representations and Warranties. (a) The Client represents and
------------------------------
warrants that (i) the execution, delivery and performance of this Agreement
(including, without limitation, the ability to obtain the short-term extensions
of credit in accordance with Section 13) are within the Client's power and
authority and have been duly authorized by all requisite action (corporate or
otherwise) of the Client and of the beneficial owner of the Property, if other
than the Client, and (ii) this Agreement and each extension of short-term credit
extended to or arranged for the benefit of the Client in accordance with Section
13 shall at all times constitute a legal, valid and binding obligation of the
Client enforceable against the Client in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditors' rights in general and subject to the
effect of general principles of equity (regardless of whether considered in a
proceeding in equity or at law).
(b) The Custodian represents and warrants that (i) the execution,
delivery and performance of this Agreement are within the Custodian's power and
authority and have been duly authorized by all requisite action (corporate or
otherwise) of the Custodian and (ii) this Agreement constitutes the legal, valid
and binding obligation of the Custodian enforceable against the Custodian in
accordance with its terms, except as may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors' rights in general and
subject to the effect of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
15. Standard of Care; Indemnification. (a) The Custodian shall be
----------------------------------
responsible for the performance of only such duties as are set forth in this
Agreement or contained in Authorized Instructions given to the Custodian which
are not contrary to the provisions of any relevant law or regulation. The
Custodian shall be liable to the Client for, and shall indemnify the Client
against, any loss, liability or expense incurred by the Client in connection
with this Agreement to the extent that any such loss, liability or expense
results from the negligence, willful misconduct or breach of the Custodian or
any Subcustodian; provided, however that in the case of Property held in Russia
-------- --------
neither the Custodian nor the Subcustodian shall be liable to the Client for any
indirect, consequential or special damages.
(b) The Client acknowledges that the Property may be physically held
outside the United States. Except as otherwise provided herein, the Custodian
shall not be liable for any loss, liability or expense resulting from events
beyond the reasonable control of the Custodian and or any Subcustodian,
including, but not limited to, force majeure.
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(c) In addition, the Client shall indemnify the Custodian and
Subcustodians and any nominee thereof, and hold each of them harmless from, any
liability, loss or expense (including attorneys'; fees and disbursements)
incurred in connection with this Agreement, including without limitation, (i) as
a result of the Custodian having acted or relied upon any Authorized
Instructions or (ii) arising out of any such person acting as a nominee or
holder of record of Securities except to the extent such liability, loss or
expense results from the negligence or willful misconduct or breach of the
Custodian or any Subcustodian.
16. Fees; Liens. The Client shall pay to the Custodian from time to time
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such compensation for its services pursuant to this Agreement as may be mutually
agreed upon as well as the Custodian's out-of-pocket and incidental expenses.
The Client shall hold the Custodian harmless from any liability or loss
resulting from any taxes or other governmental charges, and any expenses related
thereto, which may be imposed or assessed with respect to the Accounts or any
Property held therein. The Custodian is, and any Subcustodians are, authorized
to charge the Accounts for such items and the Custodian shall have a lien,
charge and security interest on any and all Property for any amount owing to the
Custodian from time to time under this Agreement.
17. Termination. This Agreement may be terminated by the Client or the
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Custodian by 60 days written notice to the other, sent by registered mail. If
notice of termination is given, the Client shall, within 30 days following the
giving of such notice, deliver to the Custodian a statement in writing
specifying the successor custodian or other person to whom the Custodian shall
transfer the Property. In either event, the Custodian, subject to the
satisfaction of any lien it may have, shall transfer the Property to the person
so specified. If the Custodian does not receive such statement the Custodian,
at its election, may transfer the Property to a bank or trust company
established under the laws of the United States or any state thereof to be held
and disposed of pursuant to the provisions of this Agreement or may continue to
hold the Property until such a statement is delivered to the Custodian. In such
event the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian remains in possession of any Property and
the provisions of this Agreement relating to the duties and obligations of the
Custodian shall remain in full force and effect; provided, however, that the
Custodian shall have no obligation to extend any credit to settle any
transactions in Securities for the Accounts. The provisions of Sections 15 and
16 shall survive termination of this Agreement.
18. Investment Advice. The Custodian shall not supervise, recommend or
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advise the Client relative to the investment, purchase, sale, retention or other
disposition of any Property held under this Agreement.
19. Confidentiality. (a) The Custodian, its agents and employees shall
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maintain and shall cause each Subcustodian to maintain the confidentiality of
information concerning the Property held in the Client's account, including in
dealings with affiliates of the Custodian. In the event the Custodian or any
Subcustodian is requested or required to disclose any confidential information
concerning the Property, the Custodian shall, to the extent practicable and
legally permissible, promptly notify the Client of such request or requirement
so that the Client may seek a protective order or waive any objection to the
Custodian's or such Subcustodian's compliance with this Section 19. In the
absence of such a waiver, if the Custodian or such Subcustodian is compelled, in
the opinion of its counsel, to disclose any confidential information, the
Custodian or such Subcustodian may disclose such information to such persons as,
in the opinion of counsel, is so required.
(b) The Client shall maintain the confidentiality of, and not provide
to any third parties absent the written permission of the Custodian, any
computer software, hardware or communications facilities made available to the
Client or its agents by the Custodian.
20. Notices. Any notice or other communication from the Client to the
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Custodian, unless otherwise provided by this Agreement or the Client Services
Guide, shall be sent by certified or registered mail to Xxxxxx Xxxxxxx Trust
Company, Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, 00000, Attention: President,
and any notice from the Custodian to the Client is to be mailed postage prepaid,
addressed to the Client at the address appearing below, or as it may hereafter
be changed on the Custodian's records in accordance with written notice from the
Client.
21. Assignment. This contract may not be assigned by either party without
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the prior written approval of the other.
22. Miscellaneous. (a) This Agreement shall bind the successors and
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assigns of the Client and the Custodian.
(b) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York without regard to its conflicts
of law rules and to the extent not preempted by federal law. The Custodian and
the Client hereby irrevocably submit to the exclusive jurisdiction of any New
York State court or any United States District Court located in the State of New
York in any action or proceeding arising out of this Agreement and hereby
irrevocably waive any objection to the venue of any such action or proceeding
brought in any such court or any defense of an inconvenient forum.
In witness whereof, the parties hereto have set their hands as of the date
first above written.
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.
By /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
Address for record: c/o Morgan Xxxxxxx Asset Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Secretary of Xxxxxx Xxxxxxx
Universal Funds, Inc.
Accepted:
XXXXXX XXXXXXX TRUST COMPANY
By /s/ X. Xxxxxxx
--------------------------
Authorized Signature
APPENDIX 1
Account Documentation
REQUIRED DOCUMENTATION FOR CORE CUSTODIAL SERVICES (INCLUDING TAX RECLAIMS):
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CUSTODY AGREEMENT
ACKNOWLEDGMENT OF RECEIPT OF CLIENT SERVICES GUIDE (INCLUDING APPENDICES)
FEE SCHEDULE / BILLING GUIDE
GENERAL ACCOUNT INFORMATION
US TAX AUTHORITY DOCUMENTATION
LOCAL TAX OFFICE LETTER / APPLICATION LETTER
(NON-UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FORM 6166 / REQUEST FOR FOREIGN CERTIFICATION FORM
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
CERTIFICATION OF BENEFICIAL OWNERSHIP, LEGAL NAME, LEGAL RESIDENCY, TAX STATUS
AND TAX IDS
TAX RECLAIM POWER OF ATTORNEY
PREVIOUS TAX RECLAIM FILING INFORMATION
(PREVIOUS FILERS, ONLY)
UK TAX AUTHORITY DOCUMENTATION
SOPHISTICATED INVESTOR (ACCREDITED INVESTOR) LETTER
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
DOCUMENTATION THAT IS REQUIRED FROM AN ENTITY CLASSIFIED AS TAX-EXEMPT BY ITS
-----------------------------------------------------------------------------
LOCAL TAX AUTHORITY:
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UK FORM 4338
(EXEMPT NON-UNITED KINGDON-RESIDENT BENEFICIAL OWNERS, ONLY)
UK FORM 309A
(EXEMPT UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FOREIGN EXEMPTION LETTERS / APPLICATION FOR AUSTRALIAN EXEMPTION LETTER
(EXEMPT BENEFICIAL OWNERS, ONLY)
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL USE THE PROXY VOTING SERVICE:
----------------------------------------------------------------------------
VOTING POWER OF ATTORNEY
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL DEAL IN CERTAIN SECURITIES:
--------------------------------------------------------------------------
JGB INDEMNIFICATION LETTER
KOREAN SECURITIES POWER OF ATTORNEY
NEW ZEALAND `APPROVED ISSUER LEVY' LETTER
SPANISH POWER OF ATTORNEY WITH APOSTILE
APPENDIX 2
Client Accounts
Account Name Account Number Account Mnemonic
-------------------------------------- ---------------------- -------------------------
1. Emerging Markets Equity Portfolio 00041129 MSUF
2.
3.
4.
5.
6.
7.
8.
9.
10.
APPENDIX 3
Part I - Authorized Signatures
The Custodian is directed to accept and act upon Authorized Instructions
received from any of the following persons or entities:
Telephone/ Authorized
Name Organization Title Fax Signature
------------------------------------ ---------------------- ------------- --------------
Authorized by:____________________________
Part II - System User ID numbers
The Custodian is directed to accept and act upon Authorized Instructions
transmitted electronically and identified with the following mnemonics and
system user ID numbers for the following activities:
Work Station Account Workstation Sessions
User I.D. Mnemonic Number TE TCC SL FE CM MA TD
------------------ ------------ ----------- ------ ------- ------ ------ ------ ------ ------
Workstation Session Codes
-------------------------
TE Trade Entry
TCC TRade Cancel/Correct
SL Securities Lending
FE Foreign Exchange
CM Cash Movement
MA Mass Authorization
TD Time Deposit
Exhibit A
SUBCUSTODIANS
Country Sub-Custodian
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Argentina Citibank N.A.
Australia Westpac Banking Corporation
Austria Creditanstalt-Bankverein
Bangladesh Standard Chartered Bank
Belgium Bank Brussels Xxxxxxx X.X.
Botswana Barclays Bank of Botswana Ltd.
Brazil Banco de Boston
Canada The Toronto-Dominion Bank
Chile Citibank N.A.
China Hongkong and Shanghai Banking Corporation
Columbia Cititrust S.A.
Cyprus Barclays Bank PLC
Czech Republic ING Bank N.V.
Denmark Den Danske Bank
Ecuador Citibank N.A.
Egypt Citibank N.A.
Finland Xxxxxx Bank
France Banque Indosuez
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Ltd.
Greece Citibank N.A.
Hong Kong Hongkong and Shanghai Banking Corporation
Hungary Citibank Budapest R.t.
India Standard Chartered Bank
India Hongkong and Shanghai Banking Corporation
India State Bank of India/Stock Holding Corporation of India Limited
India MSTC Mumbai Branch
Indonesia Hongkong and Shanghai Banking Corporation
Ireland Allied Irish Banks plc
Israel Bank Leumi
Italy Barclays Bank PLC
Japan The Bank of Tokyo-Mitsubishi Limited
Japan Xxxxxx Xxxxxxx Japan Limited*
Jordan Arab Bank plc
Kenya Barclays Bank of Kenya Ltd.
Korea Standard Chartered Bank
Luxembourg Bank Brussels Xxxxxxx X.X.
Malaysia OCBC Bank (Malaysia) Berhad
*Not an eligible foreign custodian under Rule 17f-5
Exhibit A
SUBCUSTODIANS
Country Sub-Custodian
----------------------------------------------------------------------------------------
Mauritius Hongkong and Shanghai Banking Corporation
Mexico Citibank Mexico S.A.
Morocco Banque Commerciale du Maroc
Netherlands ABN AMRO Bank N.V.
New Zealand ANZ Banking Group (New Zealand) Limited
Norway Den Norske Bank
Pakistan Standard Chartered Bank
Papua New Guinea Westpac Banking Corporation
Peru Citibank N.A.
Philippines Hongkong and Shanghai Banking Corporation
Poland Citibank Poland S.A.
Portugal Banco Comercial Portugues
Russia Credit Suisse (Moscow) Ltd.
Singapore Oversea-Chinese Banking Corporation Limited
Slovakia ING Bank N.V.
South Africa First National Bank of Southern Africa, Ltd.
Spain Banco Santander
Sri Lanka Hongkong and Shanghai Banking Corporation
Swaziland Barclays Bank of Swaziland Ltd.
Sweden Svenska Handelsbanken
Switzerland Bank Leu Limited
Taiwan Hongkong and Shanghai Banking Corporation
Thailand Standard Chartered Bank
Tunisia Banque Internationale Arabe de Tunisie*
Turkey Citibank N.A.
UK Barclays Bank PLC
USA Chase Manhattan Bank
Uruguay Citibank N.A.
Venezuela Citibank N.A.
Zambia Barclays Bank of Zambia Ltd.
Zimbabwe Barclays Bank of Zimbabwe Ltd.
*Not an eligible foreign custodian under Rule 17f-5
APPENDIX A
Notwithstanding any other provisions of this Agreement, the following
definitions, provisions and acknowledgement shall apply with respect to Russian
securities.
a. Definitions:
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(1) "Registrar Company" shall mean any entity providing share
registration services.
(2) "Registrar Contract" shall mean a contract between Subcustodian
and a Registrar Company (and as the same may be amended from time
to time) containing, inter alia, the contractual provisions
described in Paragraph (b)(5) below.
(3) "Share Extract" shall mean an extract of its share registration
books issued by a Registrar Company indicating ownership of a
security.
b. Provisions:
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(1) No payment shall be made and no instructions for payment shall be
sent for securities prior to (i) the issuance by the Registrar
Company of the Share Extract relating to such securities and
verification of its validity by Subcustodian or (ii) confirmation
from Subcustodian specifying that the securities were properly
recorded by the Registrar Company and that the Registrar Company
was unwilling to issue a Share Extract.
(2) Subcustodian shall maintain custody of all Share Extracts (or
Confirmations) relating to securities.
(3) Delivery of securities may be made in accordance with the
customary or established securities trading or securities
processing practices and procedures in Russia in existence at the
time. Delivery of securities may also be made in any manner
specifically required by Authorized Instructions acceptable to
MSTC.
(4) Subcustodian shall promptly notify MSTC of any loss of securities
or cash. Subcustodian shall not assume responsibility for, and
shall not be liable for, any action or inaction of any Registrar
Company; provided, however, Subcustodian shall use reasonable
efforts to enforce the Registrar Contracts.
(5) Subcustodian shall use reasonable efforts to enter into a
Registrar Contract with each Registrar Company as agreed with
MSTC. Each Registrar Contract shall contain substantially the
following protective conditions:
a. Regular Share Confirmations. Each contract will establish
---------------------------
Subcustodian's right to conduct regular share confirmations on
behalf of Subcustodian's clients. In conducting these share
confirmations, Subcustodian shall request either a duplicate share
extract or some other sufficient evidence of verification and will
determine if Subcustodian's records correlate with those of the
Registrar Company. For at least the first two years following
Subcustodian's first use of a Registrar, Subcustodian shall
conduct these share confirmations on at least a quarterly basis,
although thereafter they may be conducted on a less frequent basis
as agreed with MSTC.
b. Prompt Re-registrations. Registrar Companies will be
-----------------------
obligated to effect re-registrations within 72 hours of receiving
the necessary documentation.
c. Use of Nominee Name. Each Registrar Contract shall establish
-------------------
Subcustodian's right to hold shares not held directly in the
beneficial owner's name in the name of a Subcustodian or Xxxxxx
Xxxxxxx nominee.
d. Auditor Verification. Each Registrar Contract will establish
--------------------
the right of Subcustodian to obtain direct access to the share
register for the independent auditors of each Subcustodian client.
e. Specification of Registrar Company's Responsibilities and
---------------------------------------------------------
Liabilities. In addition to setting forth the Registrar Company's
-----------
responsibilities with regard to corporate actions and other
distributions, the Registrar Company's liabilities, as established
under the regulations applicable to the share registration system,
will be specified. The Registrar Contract also will delineate the
procedures for making a claim against and receiving compensation
from the Registrar Company in the event a loss is incurred.
(6) Subcustodian shall monitor each Registrar Company with which it
has concluded Registrar Contracts as well as each Registrar
Company of issuers in which MSTC has notified Subcustodian of
investor interest and shall promptly advise MSTC via
authenticated SWIFT when Subcustodian has actual knowledge of the
occurrence of any one or more of the following events with
respect to a Registrar Company:
(a) a Registrar Company has eliminated the name of a shareholder
from a register or otherwise altered the shareholder's
interest and that shareholder alleges that such elimination
or alteration was unlawful;
(b) a Registrar Company informs Subcustodian that it is no longer
able to materially comply with the protective provisions of
the Registrar Contract, or a Registrar Company has engaged in
conduct that indicates it will not materially comply with
these protective provisions;
(c) a Registrar Company has refused to re-register shares in the
name of a purchaser and the purchaser or seller has alleged
that such refusal was improper or unlawful;
(d) a Registrar Company holds for its own account securities of
an issuer for which it acts as registrar; and
(e) Subcustodian determines that any Registrar Company has
materially breached its Registrar Contract and such Registrar
Company has failed to cure such a breach within a reasonable
time.
(7) Subcustodian will maintain a list of Registrar Companies with
which it has entered into Registrar Contracts.
(8) Where an MSTC client is considering investing in the Russian
securities of an issuer as to which Subcustodian does not have a
Registrar Contract with the issuer's Registrar Company, MSTC may
request that Subcustodian consider whether it would be willing to
attempt to enter into such a Registrar Contract and Subcustodian
shall advise MSTC of its willingness to do so. Where Subcustodian
has agreed to make such an attempt, Subcustodian will advise MSTC
of the occurrence of any one or more of the events described in
items (a)-(d) in subparagraph (6) above of which Subcustodian has
actual knowledge.
(9) With respect to Registrar Companies with which Subcustodian has
entered into Registrar Contracts. Subcustodian will advise MSTC
of the occurrence of any one or more of the events described in
subparagraph (6) above of which Subcustodian has actual knowledge.
(10) MSTC acknowledges that Subcustodian may not be able, in given
cases and despite its reasonable efforts, to obtain a Share
Extract from a Registrar Company and Subcustodian shall not be
liable in any such event including with respect to any losses
resulting from such failure.
(11) Subject to the cooperation of a Registrar Company, for at least
the first two years following Subcustodian's first use of a
Registrar Company, Subcustodian shall conduct share confirmations
on at least a quarterly basis, although thereafter confirmations
may be conducted on a less frequent basis as agreed with MSTC.
(12) Subcustodian shall prepare a quarterly report identifying: (i) any
concerns it has regarding the Russian share registration system
that should be brought to the attention of MSTC's clients; (ii)
the steps Subcustodian has taken during the reporting period to
ensure that MSTC's clients' interests continue to be appropriately
recorded; and (iii) a cumulative list of all Registrar Companies
that have been the subject of any of the events described in
subparagraph (5) above.
c. Client's Acknowledgment with respect to Russian Bonds:
-----------------------------------------------------
The Client understands that Russian law currently requires that Russian
Ministry of Finance Bonds (the "Bonds") be held with a Russian resident
institution authorized by the Central Bank of Russia as a depository
for Russian securities. The Custodian's Subcustodian in Russia
currently does not custody the Bonds. The majority of market
participants settle and hold Russian Ministry of Finance Bonds with
Rosvneshtorgbank. However, Rosvneshtorgbank is not a Subcustodian (nor
is it an "eligible foreign custodian" under Rule 17f-5) and the
Custodian is not responsible for any acts or omissions of
Rosvneshtorgbank.
July __, 1996
The Chase Manhattan Bank, N.A.
0 Xxxxx XxxxxXxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Re: Mutual Fund Custody Agreement
-----------------------------
Dear Sir or Madam:
This letter constitutes our agreement concerning the amendment of the Mutual
Fund Custody Agreement dated July 22, 1994 (the "Agreement") between the Xxxxxx
Xxxxxxx Universal Funds, Inc. (the "Fund") and The Chase Manhattan Bank, N.A.
("Chase"), as successor by merger to the United States Trust Company of New
York.
Since Chase serves as Custodian of the assets of certain portfolios of the Fund
pursuant to the Agreement, and since Chase holds assets belonging to certain of
the Fund's portfolios in custody outside of the United States (the "Foreign
Custody Arrangements"), Chase and the Fund hereby agree that the Agreement shall
be modified as follows in respect of the Foreign Custody Arrangements
(capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Agreement):
9A. (a) Chase will serve as custodian and will receive, safeguard and
deliver the Fund's foreign securities that are not deposited with Xxxxxx
Xxxxxxx pursuant to the International Custodian Agreement. Chase agrees
that, as a pre-condition to the deposit of each foreign security, Chase
will have entered into a written contract with each foreign subcustodian to
be used hereunder which provides in substance that each of the conditions
set forth in Sections 9(a)-9(f) of this Agreement will be satisfied as to
such contract.
(b) Each foreign subcustodian appointed by Chase and each securities
depository utilized by Chase and its foreign subcustodians will be an
"Eligible Foreign Custodian" as defined in Rule 17f-5(c)(2) under the
1940 Act, and will have been approved by the Fund's Board of Directors
as an eligible foreign subcustodian.
(c) Chase will monitor the eligibility of any such foreign
subcustodian or securities depository, promptly give written notice to
the Fund, and will act on Written Instructions of the Fund relating to
any such foreign subcustodian or securities depository that ceases to
be eligible under Rule 17f-5(c)(2).
(d) Each securities depository utilized by Chase or its foreign
subcustodian pursuant to this Section 9A will comply with the
provisions
governing the use of securities depositories or the book-entry system
set forth in Section 8 of the Agreement.
(e) Chase's liability to the Fund for losses incurred in respect of
Property held pursuant to this Section 9A shall not be affected by
Chase's use of foreign subcustodians and foreign securities
depositories.
By signing below, the undersigned agrees to the terms set forth above and
acknowledges that all other provisions of the Agreement remain in full
force and effect except as modified by this letter.
Sincerely,
Xxxxxx Xxxxxxx Universal Funds, Inc.
By:
Title:
Seen and Accepted
The Chase Manhattan Bank, N.A.
By:
Title:
