[LOGO OF CHASE
APPEARS HERE]
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective September 20th, 1996, and is between
THE CHASE MANHATTAN BANK ("Bank") and Xxxxxxxxxx Institutional Series
("Customer").
1. Customer Accounts.
Bank agrees to establish and maintain the following accounts ("Accounts"):
(a) A custody account in the name of Customer ("Custody Account") for any
and all stocks, shares, bonds, debentures, notes, mortgages or other obligations
for the payment of money, bullion, coin and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase or subscribe for
the same or evidencing or representing any other rights or interests therein and
other similar property whether certificated or uncertificated as may be received
by Bank or its Subcustodian (as defined in Section 3) for the account of
Customer ("Securities"); and
(b) A deposit 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 Securities
("Assets") received in the Accounts and 2) give Instructions (as defined in
Section 11) concerning the Accounts. Bank may deliver securities of the same
class in place of those deposited in the 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 Securities and Cash at Bank and Subcustodian Locations.
Unless Instructions specifically require another location acceptable
to Bank:
(a) Securities shall be held in the country or other jurisdiction in which
the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(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.
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. Bank and Subcustodians are authorized to hold any of the
Securities 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 reasonable notice 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) Any Assets in the Accounts held by a Subcustodian shall be subject
only to the instructions of Bank or its agent. Any Securities 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 its
customer's assets shall provide that such assets shall not be subject to any
right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian except for safe custody or administration, and 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. 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
upon receipt of Instructions which include all information required by Bank.
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(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 a loan payable on demand,
bearing interest at the rate customarily charged by Bank on similar loans.
(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) Securities shall be transferred, exchanged or delivered by Bank or
its Subcustodian upon receipt by Bank of Instructions which include all
information required by Bank. Settlement and payment for Securities received
for, and delivery of Securities out of, the Custody Account may 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 Securities to a
purchaser, dealer or their agents against a receipt with the expectation of
receiving later payment and free delivery. Delivery of Securities out of the
Custody Account may also be made in any manner specifically required by
Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Securities with respect to any sale,
exchange or purchase of Securities. Otherwise, such transactions shall be
credited or debited to the Accounts on the date cash or Securities are actually
received by Bank and reconciled to the Account.
(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 Securities 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.
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:
(i) Present for payment any Securities which are called, redeemed
or retired or otherwise become payable and all coupons and other income
items which call for payment upon presentation, to the extent that Bank or
Subcustodian is actually aware of such opportunities.
(ii) Execute in the name of Customer such ownership and other
certificates as may be required to obtain payments in respect of
Securities.
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(iii) Exchange interim receipts or temporary Securities for
definitive Securities.
(iv) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, Affiliates of Bank or any
Subcustodian.
(v) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
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 sixty (60) days of receipt, Customer shall be deemed to have approved
such 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 as though it had been settled by the decree of a court of
competent jurisdiction in an action where Customer and all persons having or
claiming an interest in Customer or Customer's Accounts were parties.
All collections of funds or other property paid or distributed in respect
of Securities in the Custody Account shall be made at the risk of 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 Securities in the Custody Account in respect of
which Bank has agreed to take any action hereunder.
8. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions. Whenever Bank receives information concerning the
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Securities which requires discretionary action by the beneficial owner of the
Securities (other than a proxy), such as subscription rights, bonus issues,
stock repurchase plans and rights offerings, or legal notices or other material
intended to be transmitted to securities holders ("Corporate Actions"), 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 endeavor to obtain Instructions from
Customer or its Authorized Person, 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 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
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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.
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(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
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income payments on Securities for the benefit of Customer which Bank
believes may be available to such Customer.
(ii) The provision of tax reclaim services by Bank is conditional
upon Bank receiving from the beneficial owner of Securities (A) a
declaration of its 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, additional United Kingdom taxation shall be
deducted from all income received in respect of Securities issued outside
the United Kingdom and that U.S. non-resident alien tax or U.S. backup
withholding tax shall be deducted from U.S. source income. Customer shall
provide to Bank such documentation and information as it 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) Bank shall not be liable to Customer or any third party for
any tax, 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 the control of Bank.
(iv) 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 Securities or Cash Accounts.
(v) 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 its
absolute discretion, supplement or amend the markets in which the 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.
(vi) 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.
(vii) 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
Affiliates of Bank); provided that Bank shall be liable for the performance
of any such third party to the same extent as Bank would have been if it
performed such services itself.
9. Nominees.
Securities which are ordinarily held in registered form may be registered
in a nominee name of Bank, Subcustodian or securities depository, as the case
may be. Bank may without notice to Customer cause any such Securities to cease
to be registered in the name of any such nominee and to be registered in the
name of Customer. In the event that any Securities 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,
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and their respective nominees harmless from any liability arising directly or
indirectly from their status as a mere record holder of Securities in the
Custody Account.
10. Authorized Persons.
As used herein, the term "Authorized Person" means employees or agents
including investment managers as have been designated by written notice from
Customer or its designated agent 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
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank 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. Unless
otherwise expressly provided, all Instructions shall continue in full force and
effect until canceled or superseded.
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 may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer shall be
responsible for safeguarding 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 shall use reasonable care with respect to its obligations
hereunder and the safekeeping of Assets. 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 to the same extent that Bank would be liable to Customer if
Bank were holding such Assets in New York. In the event of any loss to
Customer by reason of the failure of Bank or its Subcustodian to utilize
reasonable care, Bank shall be liable to Customer only to the extent of
Customer's direct 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
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. Bank shall not be responsible for the insolvency of
any Subcustodian which is not a branch or Affiliate of Bank.
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(ii) 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.
(iii) Bank shall be indemnified by, and without liability to
Customer for any action taken or omitted by Bank whether pursuant to
Instructions or otherwise within the scope hereof if such act or omission
was in good faith, without negligence. In performing its obligations
hereunder, Bank may rely on the genuineness of any document which it
believes in good faith to have been validly executed.
(iv) Customer agrees to 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.
(v) 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.
(vi) Bank need not maintain any insurance for the benefit of
Customer.
(vii) 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, 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.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or work
stoppages, acts of war (whether declared or undeclared) or terrorism,
insurrection, revolution, nuclear fusion, fission or radiation, or acts of
God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no duty or
responsibility to:
(i) question Instructions or make any suggestions to Customer or
an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments
or the retention of Securities;
(iii) advise Customer or an Authorized Person regarding any default
in the payment of principal or income of any security other than as
provided in Section 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or other party to
which Securities are delivered or payments are made pursuant hereto; and
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(v) review or reconcile trade confirmations received from brokers.
Customer or its Authorized Persons (as defined in Section 10) issuing
Instructions shall bear any responsibility to review such confirmations
against Instructions issued to and statements issued by 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 Securities, act as a lender to the issuer of Securities, act in the
same transaction as agent for more than one customer, have a material interest
in the issue of Securities, or earn profits from any of the activities listed
herein.
13. Fees and Expenses.
Customer agrees to 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, including,
but not limited to, legal fees. 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.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration of
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Customer's trading and investment activity, 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, including standing 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
foreign exchange contract related to Accounts, the terms and conditions of the
then current foreign exchange contract of Bank, its subsidiary, Affiliate or
Subcustodian and, to the extent not inconsistent, this Agreement shall apply to
such transaction.
(b) Certification of Residency, etc. Customer certifies that it is a
--------------------------------
resident of the United States and agrees to 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 the Assets as is
required in connection with their examination of books and records pertaining to
Customer's affairs. Subject 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 Assets as may be required in connection with the examination
of Customer's books and records.
(d) Governing Law; Successors and Assigns, Captions THIS AGREEMENT SHALL
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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. 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.
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(e) Entire Agreement; Applicable Riders. Customer represents that the
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Assets deposited in the Accounts are (Check one):
Employee Benefit Plan or other assets subject to the Employee
---- Retirement Income Security Act of 1974, as amended ("ERISA");
X Mutual Fund assets subject to certain Securities and Exchange
---- Commission ("SEC") rules and regulations;
Neither of the above.
----
This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - _______ and the following Rider(s) [Check
applicable rider(s)]:
ERISA
----
X MUTUAL FUND
----
X PROXY VOTING
----
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
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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
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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 Securities and cash deposited in the Accounts; (B) it has all
necessary authority to use Bank as its custodian; (C) this Agreement is its
legal, valid and binding obligation, enforceable in accordance with its terms;
(D) it shall have full authority and power to borrow moneys and enter into
foreign exchange transactions; and (E) 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 of Bank. (ii) Bank
hereby represents and warrants to Customer that: (A) it has the power and
authority to perform its obligations hereunder, (B) this Agreement constitutes a
legal, valid and binding obligation on it; enforceable in accordance with its
terms; and (C) that 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: The
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Chase Manhattan Bank, 0 Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention:
Global Custody Division; and (b) Customer Xxxxxxxxxx Institutional Series, 000
Xxxx Xxx Xxxx Xxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, XX, 00000 Attn: Xxxxxxxx Xxxxx,
Secretary
(j) Termination. This Agreement may be terminated by Customer or Bank by
------------
giving sixty (60) 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 sixty (60) 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 sixty (60) 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 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
CUSTOMER
Xxxxxxxxxx Institutional Series
By: /s/ Xxxxxxxx Xxxxx
---------------------------------
Title: Secretary
Date: September 20, 0000
XXX XXXXX XXXXXXXXX BANK
By: /s/ Xxxxxx Vanden Handel
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Title: Vice President
Date: September 24, 1996
78111
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STATE OF FLORIDA )
: ss.
COUNTY OF BROWARD)
On this twentieth day of September , 1996, before me personally came
Xxxxxxxx Xxxxx, to me known, who being by me duly sworn, did depose and say that
he/she resides in Ft. Lauderdale, FL at 0000 X.X. 00xx Xxxxxx, that he/she is
Secretary of Xxxxxxxxxx Institutional Series, the entity described in and which
executed the foregoing instrument; that he/she knows the seal of said entity,
that the seal affixed to said instrument is such seal, that it was so affixed by
order of said entity, and that he/she signed his/her name thereto by like
order.
/s/ Xxxxxx X. Xxxxxx
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Sworn to before me this 20th
day of September 1996.
-----------------------------------
Notary
Xxxxxx X. Xxxxxx
[LOGO] My Commission #CC525896 Expires
February 6, 2000
Bonded Thru Xxxx Xxxx Insurance, Inc.
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this day of , 199 ,
before me personally came , to me known, who being by me
duly sworn, did depose and say that he/she resides in
at ; that
he/she is a Vice President of THE CHASE MANHATTAN BANK, the corporation
described in and which executed the foregoing instrument; that he/she knows the
seal of said corporation, that the seal affixed to said instrument is such
corporate seal, that it was so affixed by order of the Board of Directors of
said corporation, and that he/she signed his/her name thereto by like order.
-------------------------------
Sworn to before me this ______________
day of ______________, 199_.
-----------------------------------
Notary
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
Xxxxxxxxxx Institutional Series
effective September 20, 1996
Customer represents that the Assets being placed in Bank's custody are
subject to the Investment Company Act of 1940 (the Act), as the same may be
amended from time to time.
Except to the extent that Bank has specifically agreed to comply with
a condition of a rule, regulation, interpretation promulgated by or under the
authority of the SEC or the Exemptive Order applicable to accounts of this
nature issued to Bank (1940 Act, Release No. 12053, November 20, 1981), as
amended, or unless Bank has otherwise specifically agreed, Customer shall be
solely responsible to assure that the maintenance of Assets hereunder complies
with such rules, regulations, interpretations or exemptive order promulgated by
or under the authority of the Securities Exchange Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
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Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used herein
shall mean a branch of a qualified U.S. bank, an eligible foreign
custodian or an eligible foreign securities depository, which are
further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as defined
in Rule 17f-5 under the Investment Company Act of 1940;
(b) "eligible foreign custodian" shall mean (i) a banking institution
or trust company incorporated or organized under the laws of a country
other than the United States that is regulated as such by that
country's government or an agency thereof and that has shareholders'
equity in excess of $200 million in U.S. currency (or a foreign
currency equivalent thereof), (ii) a majority owned direct or indirect
subsidiary of a qualified U.S. bank or bank holding company that is
incorporated or organized under the laws of a country other than the
United States and that has shareholders' equity in excess of $100
million in U.S. currency (or a foreign currency equivalent thereof)
(iii) a banking institution or trust company incorporated or organized
under the laws of a country other than the United States or a majority
owned direct or indirect subsidiary of a qualified U.S. bank or bank
holding company that is incorporated or organized under the laws of a
country other than the United States which has such other
qualifications as shall be specified in Instructions and approved by
Bank; or (iv) any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the
laws of a country other than the United States, which operates (i) the
central system for handling securities or equivalent book-entries in
that country, or (ii) a transnational system for the central handling
of securities or equivalent book-entries.
Customer represents that its Board of Directors has approved each of the
Subcustodians listed in Schedule A hereto and the terms of the subcustody
agreements between Bank and each Subcustodian, which are attached as Exhibits I
through _____ of Schedule A, and further represents that its Board has
determined that the use of each Subcustodian and the terms of each subcustody
agreement are consistent with the best interests of the Fund(s) and its (their)
shareholders. Bank shall supply Customer with any amendment to Schedule A for
approval. Customer has supplied or shall supply Bank with certified copies of
its Board of Directors resolution(s) with respect to the foregoing prior to
placing Assets with any Subcustodian so approved.
Section 11. Instructions.
-------------
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made pursuant to
Section 5 and 6 hereof may be made only for the purposes listed below.
Instructions must specify the purpose for which any transaction is to be
made and Customer shall be solely responsible to assure that Instructions
are in accord with any limitations or restrictions applicable to Customer
by law or as may be set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise become
payable;
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their terms into other
securities;
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses;
(g) In connection with any borrowings by Customer requiring a pledge of
Securities, but only against receipt of amounts borrowed;
(h) In connection with any loans, but only against receipt of adequate
collateral as specified in Instructions which shall reflect any
restrictions applicable to Customer;
(i) For the purpose of redeeming shares of the capital stock of Customer
and the delivery to, or the crediting to the account of, Bank, its
Subcustodian or Customer's transfer agent, such shares to be purchased or
redeemed;
(j) For the purpose of redeeming in kind shares of Customer against
delivery to Bank, its Subcustodian or Customer's transfer agent of such
shares to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement among
Customer, Bank and a broker-dealer registered under the Securities Exchange
Act of 1934 and a member of The National Association of Securities Dealers,
Inc., relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or of any
similar organ-
2
ization or organizations, regarding escrow or other arrangements in
connection with transactions by Customer;
(l) For release of Securities to designated brokers under covered call
options, provided, however, that such Securities shall be released only
upon payment to Bank of monies for the premium due and a receipt for the
Securities which are to be held in escrow. Upon exercise of the option, or
at expiration, Bank shall receive from brokers the Securities previously
deposited. Bank shall act strictly in accordance with Instructions in the
delivery of Securities to be held in escrow and shall have no
responsibility or liability for any such Securities which are not returned
promptly when due other than to make proper request for such return;
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related
transactions;
(n) For other proper purposes as may be specified in Instructions issued
by an officer of Customer which shall include a statement of the purpose
for which the delivery or payment is to be made, the amount of the payment
or specific Securities to be delivered, the name of the person or persons
to whom delivery or payment is to be made, and a certification that the
purpose is a proper purpose under the instruments governing Customer; and
(o) Upon the termination hereof as set forth in Section 14(j).
Section 12. Standard of Care; Liabilities.
------------------------------
Add the following at the end of Section as 12:
(d) Bank hereby warrants to Customer that in its opinion, after due
inquiry, the established procedures to be followed by each of its branches,
each branch of a qualified U.S. bank, each eligible foreign custodian and
each eligible foreign securities depository holding Customer's Securities
pursuant hereto afford protection for such Securities at least equal to
that afforded by Bank's established procedures with respect to similar
securities held by Bank and its securities depositories in New York.
Section 14. Access to Records.
------------------
Add the following language to the end of Section 14(c):
-------------------------------------------------------
Upon reasonable request from Customer, Bank shall furnish Customer such
reports (or portions thereof) of Bank's system of internal accounting
controls applicable to Bank's duties hereunder. Bank shall endeavor to
obtain and furnish Customer with such similar reports as it may reasonably
request with respect to each Subcustodian and securities depository holding
Assets.
3
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Xxxxxxxxxx Institutional Series (the "Customer")
dated September 20, 1996.
1. Global Proxy Services (the "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. The Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by Bank
to Customer of the dates of pending shareholder meetings, resolutions to be
voted upon and the return dates as may be received by Bank or provided to
Bank by its Subcustodians or third parties, and (b) voting by Bank of
proxies based on Customer Directions. Original proxy materials or copies
thereof shall not be provided. Notifications shall generally be in English
and, where necessary, shall be summarized and translated from such non-
English materials as have been made available to Bank or its Subcustodian.
In this respect Bank's only obligation is to provide information from
sources it believes to be reliable and/or to provide materials summarized
and/or translated in good faith. Bank reserves the right to provide
Notifications, or parts thereof, in the language received. Upon reasonable
advance request by Customer, backup information relative to Notifications,
such as annual reports, explanatory material concerning resolutions,
management recommendations or other material relevant to the exercise of
proxy voting rights shall be provided as available, but without
translation.
3. While Bank shall attempt to provide accurate and complete Notifications,
whether or not translated, Bank shall not be liable for any losses or other
consequences that may result from reliance by Customer upon Notifications
where Bank prepared the same in good faith.
4. Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Services Bank shall be acting solely as the agent
of Customer, and shall not exercise any discretion with regard to such
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 the 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 Services shall be furnished to Bank in
accordance with (S)10 of the Agreement. Fees for the Services shall be
agreed as set forth in (S)13 of the Agreement or separately agreed.
2
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
Domestic Corporate Actions and Proxies
--------------------------------------
With respect to domestic U.S. and Canadian Securities (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
Securities 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
Securities 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 Securities, in each case, of
which Bank has received notice from the issuer of the Securities, or as to
which notice is published in publications routinely utilized by Bank for
this purpose.
[LOGO OF CHASE APPEARS HERE]
August, 1996 SCHEDULE A
17-F5 ELIGIBLE SUB-CUSTODIANS EMPLOYED BY
-----------------------------------------
THE CHASE MANHATTAN BANK, LONDON, GLOBAL CUSTODY
------------------------------------------------
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ARGENTINA The Chase Manhattan Bank The Chase Manhattan Bank
---------
Xxxxxxxx 000, 0xx Xxxxx Xxxxxx Xxxxx
Xx Mayo 130/140
1061 Buenos Aires
ARGENTINA
AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank
---------
00xx Xxxxx Xxxxxx
World Trade Centre
Xxxxxxx Xxxxxx
Xxxxxx
Xxx Xxxxx Xxxxx 0000
XXXXXXXXX
AUSTRIA Creditanstalt - Bankverein Credit Lyonnais Bank
-------
Xxxxxxxxxxxxx 0 Xxxxxx
A - 1011, Vienna
AUSTRIA
BANGLADESH Standard Chartered Bank Standard Chartered Bank
----------
18-20 Motijheel C.A. Xxxxx
Xxx 000,
Xxxxx-0000
XXXXXXXXXX
XXXXXXX Generale Bank Credit Lyonnais Bank
-------
0 Xxxxxxxx Xx Xxxx Xxxxxxxx
0000 Xxxxxxxxx
XXXXXXX
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana
--------
Barclays House Gaborone
Khama Crescent
Gaborone
BOTSWANA
[LOGO OF CHASE APPEARS HERE]
BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan S.A.
------
Chase Manhattan Center Sao Xxxxx
Xxx Verbo Divino, 1400
Sao Paulo, SP 00000-000
XXXXXX
CANADA The Royal Bank of Canada The Royal Bank of Canada
------
Royal Bank Plaza Toronto
Toronto
Xxxxxxx X0X 0X0
XXXXXX
Xxxxxx Trust Royal Bank of Canada
Canada Trust Tower Toronto
BCE Place
000 Xxx xx Xxxxx
Xxxxxxx
Xxxxxxx X0X 0X0
XXXXXX
CHILE The Chase Manhattan Bank, The Chase Manhattan Bank,
-----
Xxxxxxxxx 0000 Xxxxxxxx
Xxxxxxx 0000
Xxxxxxxx
XXXXX
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A.
--------
Sociedad Fiduciaria Sociedad Fiduciaria
Carrera 9a No 99-02 Santafe de Bogota
Santafe de Bogota, DC
COLOMBIA
CYPRUS Barclays Bank, plc Barclays Bank plc,
------
Cyprus Offshore Banking Xxxx Xxxxxxx
0xx & 0xx Xxxxx
00 Dighenis Xxxxxxx Xxxxxx
XX Xxx 0000
0000 Xxxxxxx
XXXXXX
CZECH REPUBLIC Ceskoslovenska Obchodni Banka, A.S. Komercni Banka, A.S.,
--------------
Xx Xxxxxxx 00 Xxxxx
000 00 Xxxxx 0
XXXXX XXXXXXXX
[LOGO OF CHASE APPEARS HERE]
DENMARK Den Danske Bank Den Danske Bank
-------
2 Holmens Xxxxxx XX 1091 Copenhagen
Copenhagen
DENMARK
ECUADOR Citibank, N.A. Citibank, N.A.,
-------
Xxxx Xxxx Xxxx Xxxxx
000 x Xxxxxx
Xxxxx
XXXXXXX
XXXXX National Bank of Egypt National Bank of Egypt
-----
0000, Xxxxxxxx Xx-Xxxx Xxxxx Xxxxx
Xxxxx
XXXXX
EUROBONDS Cedel Bank S.A. ECU: Lloyds Bank PLC
---------
00 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx International Banking Division
LUXEMBOURG London
A/c The Chase Manhattan Bank, N.A. For all other currencies: see
London relevant country
A/c Xx. 00000
XXXX XXX Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx XXX: Lloyds Bank PLC
--------
00 Xxxxxxxxxx Xxxxxx Banking Division Xxxxxx
Xxxxxx XX0X 0XX For all other currencies: see
UNITED KINGDOM relevant country
FINLAND Xxxxxx Bank XXX Xxxxxx Bank KOP
-------
Xxxxxxx Xxxxx 3-5 Helsinki
00500 Helsinki
FINLAND
FRANCE Banque Paribas Societe Generale
------
Ref 256 Paris
XX 000
0, Xxx X'Xxxxx
75078 Xxxxx
Xxxxx 00
XXXXXX
XXXXXXX Chase Bank X.X. Xxxxx Bank A.G.
-------
Xxxxxxxxxxxxxxxx 00 Xxxxxxxxx
Xxxxxxxx 00 01 09
60441 Frankfurt/Main
GERMANY
[LOGO OF CHASE APPEARS HERE]
GHANA Barclays Bank of Ghana Ltd Barclays Bank
-----
Xxxxxxxx Xxxxx Xxxxx
Xxxx Xxxxxx
Xxxxx
XXXXX
XXXXXX Barclays Bank Plc National Bank of Greece S.A.
------
0 Xxxxxxxxxxx Xxxxxx Xxxxxx
00000 Athens A/c Chase Manhattan Bank,
GREECE Xxxxxx
X/x Xx. 000/0/000000-00
XXXX XXXX The Chase Manhattan Bank, The Chase Manhattan Bank,
---------
00/X Xxx Xxxxxxxx Xxxxxx Xxxx Xxxx
0, Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxx Xxxx
XXXX XXXX
XXXXXXX Citibank Budapest Rt. Citibank Budapest Rt.
-------
Xxxx Xxxx 00-00 Xxxxxxxx
0000 Xxxxxxxx X
XXXXXXX
XXXXX The Hongkong and Shanghai The Hongkong and Shanghai
-----
Banking Corporation Limited Banking Corporation Limited
00/00 Xxxxxxx Xxxxxx Xxxx Xxxxxx
Bombay 400 001
INDIA
Deutsche Bank AG Deutsche Bank
Securities & Custody Services Bombay
Kodak House
222 D.N. Road, Fort
Bombay 400 001
INDIA
[LOGO OF CHASE APPEARS HERE]
INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank
--------- Banking Corporation Limited Jakarta
World Trade Center
XX. Xxxx Xxxxxxxx Xxx. 00-00
Xxxxxxx 00000
XXXXXXXXX
IRELAND Bank of Ireland Allied Irish Bank
-------
International Financial Services Xxxxxx
Xxxxxx
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx 0
XXXXXXX
ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel B.M.
------
00 Xxxxx Xxxxxx Xxx Xxxx
00000 Tel Aviv
ISRAEL
ITALY The Chase Manhattan Bank The Chase Manhattan Bank
-----
Xxxxxx Xxxx 0 Xxxxx
00000 Xxxxx
XXXXX
JAPAN The Fuji Bank Ltd The Chase Manhattan Bank
-----
0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxxx
Xxxx-Xx
Xxxxx
XXXXX
JORDAN Arab Bank Limited Arab Bank Limited
------
X X Xxx 000000-0 Xxxxx
Xxxxx
Xxxxxxxxx
XXXXXX
KENYA Barclays Bank of Kenya Barclays Bank of Kenya
-----
Xxxxx Xxxxx Xxxxxxx
Xxxxxxxxx Xxxxx
Xxxxxxx
Xxxxx
XXXXXXXXXX Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg
---------- S.A.
00 Xxxxxx X.X. Xxxxxxx Xxxxxxxxxx
X-0000 XXXXXXXXXX
[LOGO OF CHASE APPEARS HERE]
MALAYSIA The Chase Manhattan Bank The Chase Manhattan Bank
--------
Pernas International Kuala Lumpur
Xxxxx Xxxxxx Xxxxxx
00000, Xxxxx Xxxxxx
MALAYSIA
MAURITIUS Hongkong and Shanghai Banking Hongkong and Shanghai Banking
--------- Corporation Ltd Corporation Ltd.
Curepipe Road Curepipe
Curepipe
MAURITIUS
MEXICO The Chase Manhattan Bank, S.A. No correspondent Bank
------
Prolongacion Paseo de la Reforma
no. 600,
PB Colonia Santa Xx Xxxx Xxxxxx
00000 Xxxxxx D.F.
MOROCCO Banque Commerciale du Maroc Banque Commerciale du Maroc
-------
2 Boulevard Xxxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx 00000
XXXXXXX
XXXXXXX Standard Bank Namibia Ltd Standard Bank of South Africa
------- Mutual Xxxxx - 0xx Xxxxx Xxx
X.X. Xxx 0000 Xxxxxxxxxxxx
Windhoek
NAMIBIA
NETHERLANDS ABN AMRO N.V. Generale Bank
----------- Securities Centre Nederland N.V.
X X Xxx 0000 Xxxxxxxxx
0000 Xx Xxxxx
XXXXXXXXXXX
NEW ZEALAND National Nominees Limited National Bank of New Zealand
-----------
Xxxxx 0 XXX Xxxxx Xxxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
NORWAY Den Norske Bank Den Norske Bank
------
Xxxxxxxxxx 00 Xxxx
Xxxx 0
XXXXXX
[LOGO OF CHASE APPEARS HERE]
PAKISTAN Citibank N.A. Citibank N.A.
--------
X.X. Xxxxxxxxxx Xxxx Xxxxxxx
XXX Xxxxx
Xxxxxxx
XXXXXXXX
Deutsche Bank A.G. Deutsche Bank A.G.
Unitowers Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx
XXXXXXXX
PERU Citibank N.A. Citibank N.A.
----
Camino Real 457 Lima
XX Xxxxx Real - 0xx Xxxxx
Xxx Xxxxxx, Xxxx 00
XXXX
XXXXXXXXXXX The Hongkong and Shanghai The Hongkong and Shanghai
----------- Banking Corporation Limited Banking Corporation Limited
Hong Kong Bank Centre 3/F Manila
San Xxxxxx Avenue
Ortigas Commercial Centre
Pasig Metro Manila
PHILIPPINES
POLAND Bank Polska Kasa Opieki S.A. Bank Polska Kasa Opieki S.A.
------
Xxxxxx Plaza Warsaw
Xxxxxxx 00
00-000 Xxxxxx
XXXXXX
For Mutual Funds:
Bank Handlowy W. Warszawie. S.A. Bank Polska Kasa Opieki S.A.
Custody Dept. Warsaw
Capital Markets Centre
UI, Nowy Swiat 0/00
00-000 Xxxxxx
XXXXXX
XXXXXXXX Banco Espirito Santo e Comercial de Lisboa Banco Nacional Ultra Marino
--------
Servico de Gestaode Titulos Lisbon
R. Xxxxxxxx xx Xxxxxxxx, 00 x/x
0000 Xxxxxx
XXXXXXXX
[LOGO OF CHASE APPEARS HERE]
RUSSIA Chase Manhattan Bank The Chase Manhattan Bank
------ International ("CMBI")
1st Tverskaya - Yamskaya, 23 New York
125047 Moscow A C The Chase Manhattan
Russia London (US$ Nostro Account)
SHANGHAI (CHINA) The Hongkong and Shanghai Citibank
----------------
Banking Corporation Limited New York
Corporate Banking Centre
Xxxx 000, 0/X Xxxxxxxx Xxxxxx
0000 Xxxxxxx Xx Xx
Shanghai
THE PEOPLE'S REPUBLIC OF
CHINA
SHENZHEN (CHINA) The Hongkong and Shanghai The Chase Manhattan Bank
---------------- Banking Corporation Limited Hong Kong
1st Floor
Central Plaza Hotel
No.1 Xxxx Xxxx Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF
CHINA
SINGAPORE The Chase Manhattan Bank The Chase Manhattan Bank.
---------
Shell Tower Singapore
00 Xxxxxxx Xxxxx
Xxxxxxxxx 0000
XXXXXXXXX
SLOVAK REPUBLIC Ceskoslovenska Obchodni
--------------- Banka, A.S. Ceskoslovenska Obchodni Xxxxx
Xxxxxxxxx 00 Xxxxxx Xxxxxxxx
815 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
XXXXX XXXXXX Standard Corporate and
------------ Merchant Bank Standard Corporate and
00 Xxxxxxxx Xxxxxx Merchant Bank
Johannesburg 2001 South Africa
SOUTH AFRICA
SOUTH KOREA The Hongkong & Shanghai The Hongkong & Shanghai
----------- Banking Corporation Limited Banking Corporation Limited
0/X Xxxxx Xxxxxxxx Xxxxx
#0 Xxxxxxx, 0-xx Xxxxxxx-xx.
Xxxxx
XXXXX XXXXX
[LOGO OF CHASE APPEARS HERE]
SPAIN The Chase Manhattan Bank Chase Manhattan Bank
-----
Xxxxx xx xx Xxxxxxxxxx, 00 Xxxxxx
00000 Xxxxxx
XXXXX
SRI LANKA The Hongkong & Shanghai The Hongkong & Shanghai
--------- Banking Corporation Limited Banking Corporation Limited
Xxxx #00-00 Xxxx Xxxxx Xxxxxxx
Xxxxx Trade Center
Colombo I,
SRI LANKA
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
------
Xxxxxxxxxxxxxxxxxxx 0 Xxxxxxxxx
Xxxxxxxxx X-000 00
XXXXXX
SWITZERLAND Union Bank of Switzerland Union Bank of Switzerland
-----------
45 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
TAIWAN The Chase Manhattan Bank, No correspondent Bank
------
00xx Xxxxx,
0, Xxx Xxx X. Xxxx Sec. 1
Taipei
TAIWAN
Republic of China
THAILAND The Chase Manhattan Bank The Chase Manhattan Bank
--------
Bubhajit Building Bangkok
00 Xxxxx Xxxxxxx Xxxx
Xxxxx, Xxxxxxx
Xxxxxxx 00000
THAILAND
TURKEY The Chase Manhattan Bank The Chase Manhattan Bank
------
Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat: 11
00000-Xxxxxxxxx/Xxxxxxxx
Xxxxxxxx
XXXXXX
[LOGO OF CHASE APPEARS HERE]
U.K. The Chase Manhattan Bank The Chase Manhattan Bank
----
Woolgate House London
Xxxxxxx Street
London EC2P 2HD
UNITED KINGDOM
URUGUAY The First National Bank of Boston The First National Bank of Boston
-------
Xxxxxx 1463 Montevideo
Montevideo
URUGUAY
U.S.A The Chase Manhattan Bank The Chase Manhattan Bank
-----
1 Chase Xxxxxxxxx Xxxxx Xxx Xxxx
Xxx Xxxx
XX 00000
U.S.A
VENEZUELA Citibank N.A Citibank N.A
---------
Carmelitas a Xxxxxxxxxx Caracas
Xxxxxxxx Xxxxxxxx
Xxxxxxx 0000
XXXXXXXXX
XXXXXX Barclays Bank of Zambia Barclays Bank of Zambia
------
Kafue House Xxxxxx
Xxxxx Xxxx
X.X. Xxx 00000
Xxxxxx
XXXXXX
ZIMBABWE Barclays Bank of Zimbabwe Barclays Bank of Zimbabwe
-------- Xxxxxx
Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxx
Xxxxxx xx 0xx Xxxxxx & Union
Avenue
Harare
ZIMBABWE
FEE AGREEMENT
FOR THE FUND OF THE
XXXXXXXXXX INSTITUTIONAL SERIES
--------------------------------------------------------------------------------
GLOBAL CUSTODY FEE (BASED ON MARKET VALUE) BASIS POINTS
------------------------------------------ ------------
U.S. 3 basis points
Canada 3 basis points
Cedel 5 basis points
Country Group 1 8 basis points
Country Group 2 25 basis points
Country Group 3 35 basis points
Country Group 4 40 basis points
Country Group 5 45 basis points
TRADING TRANSACTION CHARGE USD $
-------------------------- -----
X.X. 00
Xxxxxx 65
Cedel 50
Country Group 1 85
Country Group 2 100
Country Group 3 125
Country Group 4 175
Country Group 5 225
PROXY VOTING TRANSACTION CHARGE
-------------------------------
Per Vote/Per Account (Includes notification via InfoStation) 50
OUT OF POCKET EXPENSES
Domestic None.
Foreign Includes scrip fees, stamp duties, and
special transportation and insurance
costs for holding/transporting
securities outside the local market.
NO MINIMUM FEE FOR THE FIRST YEAR.
MINIMUM FEE OF $25,000 FOR THE SECOND YEAR.
MINIMUM FEE OF $50,000 AFTER THE THIRD YEAR.
GROUP 1 GROUP 2 GROUP 3 GROUP 4 GROUP 5
------- ------- ------- ------- -------
Austria Mexico Philippines Argentina Bangladesh
Australia Thailand Portugal Brazil Botswana
Belgium South Korea Chile Colombia
Denmark Taiwan Bangladesh Cyprus
Finland China Czech Republic
France India Ecuador
Germany Indonesia Estonia
Hong Kong Israel Greece
Ireland Jordan Hungary
Italy Turkey Morocco
London CD's Uruguay Namibia
Japan Pakistan
Malaysia Peru
Netherlands Poland
New Zealand Sri Lanka
Norway Tunisia
Singapore Venezuela
South Africa Zambia
Spain Zimbabwe
Sweden
Switzerland
United Kingdom
FEE AGREEMENT
FOR THE FUND OF THE
XXXXXXXXXX INSTITUTIONAL SERIES
--------------------------------------------------------------------------------
Please acknowledge your acceptance of this schedule by signing below.
/s/ Xxxxxx Vanden Handel /s/ Xxxxxxxxx Xxxxx
--------------------------- -------------------------------
Chase Manhattan Bank Xxxxxxxxxx Institutional Series
***Please note: Attached to the fee agreement is a letter outlining the minimums
for all Chase services to be rendered to the Xxxxxxxxxx Institutional Series and
we ask that this be included as a rider to the fee agreement.
