GLOBAL CUSTODY TRI-PARTY AGREEMENT
This AGREEMENT is effective November 1, 1996, and is between THE CHASE
MANHATTAN BANK, N.A. (the "Bank") and Firstar Trust (the "Customer") and
The Tocqueville Asia-Pacific Fund (the "Fund").
1. CUSTOMER ACCOUNTS.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
(a) A custody account in the name of the 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 the Bank or its Subcustodian (as defined in
Section 3) for the account of the Customer ("Securities"); and
(b) A deposit account in the name of the Customer ("Deposit Account")
for any and all cash in any currency received by the Bank or its Subcustodian
for the account of the Customer, which cash shall not be subject to withdrawal
by draft or check.
The 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. The Bank may deliver securities
of the same class in place of those deposited in the Custody Account.
Upon written agreement between the Bank and the Customer, additional
Accounts may be established and separately accounted for as additional Accounts
under the terms of this Agreement.
2. MAINTENANCE OF SECURITIES AND CASH AT BANK AND SUBCUSTODIAN LOCATIONS.
Unless Instructions specifically require another location acceptable to
the Bank:
(a) Securities will 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 will 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 the Bank can comply with such
Instructions, the Bank is authorized to maintain cash balances on deposit for
the 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 the Customer may direct, if acceptable to the Bank.
If the 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 the Bank and the Customer.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
The Bank may act under this Agreement through the subcustodians listed
in Schedule A of this Agreement with which the Bank has entered into
subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank to
hold Assets in the Accounts in accounts which the Bank has established with one
or more of its branches or Subcustodians. The Bank and Subcustodians are
authorized to hold any of the Securities in their account with any securities
depository in which they participate.
The Bank reserves the right to add new, replace or remove
Subcustodians. The Customer will be given reasonable notice by the Bank of any
amendment to Schedule A. Upon request by the Customer, the Bank will identify
the name, address and principal place of business of any Subcustodian of the
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) The Bank will identify such Assets on its books as belonging to
the Customer.
(b) A Subcustodian will hold such Assets together with assets belonging
to other customers of the Bank in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of the
Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be subject
only to the instructions of the Bank or its agent. Any Securities held in a
securities depository for the account of a Subcustodian will be subject only to
the instructions of such Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for holding
its customer's assets shall provide that such assets will 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 will 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
the Customer with any particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) The Bank or its Subcustodians will make payments from the Deposit
Account upon receipt of Instructions which include all information required by
the Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, the Bank, in its discretion,
may advance the Customer such excess amount which shall be deemed a loan payable
on demand, bearing interest at the rate customarily charged by the Bank on
similar loans.
(c) If the 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, the Customer will
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 the Customer does not promptly return
any amount upon such notification, the Bank shall be entitled, upon oral or
written notification to the
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Customer, to reverse such credit by debiting the Deposit Account for the amount
previously credited. The 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 the Customer upon Instructions after
consultation with the Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Securities will be transferred, exchanged or delivered by the Bank
or its Subcustodian upon receipt by the Bank of Instructions which include all
information required by the 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 the Bank.
(b) The 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 will be
credited or debited to the Accounts on the date cash or Securities are actually
received by the Bank and reconciled to the Account.
(i) The 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 the 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, the Bank may reverse the credits and
debits of the particular transaction at any time.
7. ACTIONS OF THE BANK.
The Bank shall follow Instructions received regarding assets held in
the Accounts. However, until it receives Instructions to the contrary, the Bank
will:
(a) 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 the Bank or Subcustodian
is actually aware of such opportunities.
(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or any
Subcustodian.
(e) Issue statements to the Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
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The Bank will send the 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 the Customer sends the Bank a written exception or objection to
any Bank statement within sixty (60) days of receipt, the Customer shall be
deemed to have approved such statement. In such event, or where the Customer has
otherwise approved any such statement, the 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
the Customer and all persons having or claiming an interest in the Customer or
the 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 the
Customer. The Bank shall have no liability for any loss occasioned by delay in
the actual receipt of notice by the Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Securities in the Custody Account in
respect of which the Bank has agreed to take any action under this Agreement.
8. CORPORATE ACTIONS; PROXIES.
Whenever the Bank receives information concerning the 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"), the Bank will give the
Customer notice of such Corporate Actions to the extent that the 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, the Bank will endeavor to obtain
Instructions from the Customer or its Authorized Person, but if Instructions are
not received in time for the Bank to take timely action, or actual notice of
such Corporate Action was received too late to seek Instructions, the 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.
The Bank will deliver proxies to the Customer or its designated agent
pursuant to special arrangements which may have been agreed to in writing. Such
proxies shall be executed in the appropriate nominee name relating to Securities
in the Custody Account registered in the name of such nominee but without
indicating the manner in which such proxies are to be voted; and where bearer
Securities are involved, proxies will be delivered in accordance with
Instructions.
9. NOMINEES.
Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities depository,
as the case may be. The Bank may without notice to the 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 the Customer. In the event that any Securities
registered in a nominee name are called for partial redemption by the issuer,
the Bank may allot the called portion to the respective beneficial holders of
such class of security in any manner the Bank deems to be fair and equitable.
The Customer agrees to hold the Bank, Subcustodians, 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.
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10. AUTHORIZED PERSONS.
As used in this Agreement, the term "Authorized Person" means employees
or agents including investment managers as have been designated by written
notice from the Customer or its designated agent to act on behalf of the
Customer under this Agreement. Such persons shall continue to be Authorized
Persons until such time as the Bank receives Instructions from the 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 the Bank, via telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess or electronic instruction or trade information system
acceptable to the Bank which the 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 the Bank may specify.
Unless otherwise expressly provided, all Instructions shall continue in full
force and effect until canceled or superseded.
Any Instructions delivered to the 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 the Customer will hold the
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 the Bank's failure to produce such confirmation at any
subsequent time. The Bank may electronically record any Instructions given by
telephone, and any other telephone discussions with respect to the Custody
Account. The Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which the Bank shall make
available to the Customer or its Authorized Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) The Bank shall be responsible for the performance of only such
duties as are set forth in this Agreement or expressly contained in Instructions
which are consistent with the provisions of this Agreement as follows:
(i) The Bank will use reasonable care with respect to its obligations
under this Agreement and the safekeeping of Assets. The Bank shall be
liable to the 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 the Bank
would be liable to the Customer if the Bank were holding such Assets in
New York. In the event of any loss to the Customer by reason of the
failure of the Bank or its Subcustodian to utilize reasonable care, the
Bank shall be liable to the Customer only to the extent of the
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.
(ii) The Bank will not be responsible for any act, omission, default or
for the solvency of any broker or agent which it or a Subcustodian
appoints unless such appointment was made negligently or in bad faith.
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(iii) The Bank shall be indemnified by, and without liability to the
Customer for any action taken or omitted by the Bank whether pursuant
to Instructions or otherwise within the scope of this Agreement if such
act or omission was in good faith, without negligence. In performing
its obligations under this Agreement, the Bank may rely on the
genuineness of any document which it believes in good faith to have
been validly executed.
(iv) The Customer agrees to pay for and hold the 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) The Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for the Customer) on all matters and shall
be without liability for any action reasonably taken or omitted
pursuant to such advice.
(vi) The Bank need not maintain any insurance for the benefit of the
Customer.
(vii) Without limiting the foregoing, the 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 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 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 the Bank shall have no duty or
responsibility to:
(i) question Instructions or make any suggestions to the Customer
or an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments
or the retention of Securities;
(iii) advise the 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) of this Agreement;
(iv) evaluate or report to the 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 to this
Agreement;
(v) review or reconcile trade confirmations received from brokers. The
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 the Bank.
(c) The Customer authorizes the Bank to act under this Agreement
notwithstanding that the Bank or any of its divisions or affiliates may have a
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material interest in a transaction, or circumstances are such that the Bank may
have a potential conflict of duty or interest including the fact that the 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.
The Customer agrees to pay the Bank for its services under this
Agreement such amount as may be agreed upon in writing, together with the Bank's
reasonable out-of-pocket or incidental expenses, including, but not limited to,
legal fees. The Bank shall have a lien on and is authorized to charge any
Accounts of the Customer for any amount owing to the Bank under any provision of
this Agreement.
14. MISCELLANEOUS.
(a) Foreign Exchange Transactions. To facilitate the administration of
the Customer's trading and investment activity, the Bank is authorized to enter
into spot or forward foreign exchange contracts with the Customer or an
Authorized Person for the 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 the Bank may
establish rules or limitations concerning any foreign exchange facility made
available. In all cases where the 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 the Bank,
its subsidiary, affiliate or Subcustodian and, to the extent not inconsistent,
this Agreement shall apply to such transaction.
(b) Certification of Residency, etc. The Customer certifies that it is
a resident of the United States and agrees to notify the Bank of any changes in
residency. The Bank may rely upon this certification or the certification of
such other facts as may be required to administer the Bank's obligations under
this Agreement. The Customer will indemnify the Bank against all losses,
liability, claims or demands arising directly or indirectly from any such
certifications.
(c) Access to Records. The Bank shall allow the Customer's independent
public accountant reasonable access to the records of the Bank relating to the
Assets as is required in connection with their examination of books and records
pertaining to the Customer's affairs. Subject to restrictions under applicable
law, the Bank shall also obtain an undertaking to permit the 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 the Customer's books and records.
(d) Governing Law; Successors and Assigns. This Agreement shall be
governed by the laws of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and the
Bank.
(e) Entire Agreement; Applicable Riders. Customer represents that the
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");
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[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
Schedule A, Exhibits I - _______ and the following Rider(s) [Check
applicable rider(s)]:
[ ] ERISA
[X] MUTUAL FUND
[ ] SPECIAL TERMS AND CONDITIONS
There are no other provisions of this Agreement and this Agreement
supersedes any other agreements, whether written or oral, between the parties.
Any amendment to this Agreement must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions of this
Agreement are held invalid, illegal or enforceable 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 will not in any way be
affected or impaired.
(g) Waiver. Except as otherwise provided in this Agreement, no failure
or delay on the part of either party in exercising any power or right under this
Agreement 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 of this Agreement,
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) Notices. All notices under this Agreement shall be effective when
actually received. Any notices or other communications which may be required
under this Agreement 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:
Bank: The Chase Manhattan Bank, X.X.
Xxxxx XxxxxXxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Global Custody Division
or telex:___________________________
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Customer: _________________________________
_________________________________
_________________________________
Fund: _________________________________
_________________________________
_________________________________
(i) Termination. This Agreement may be terminated by the Customer or
the Bank by giving sixty (60) days written notice to the other, provided that
such notice to the Bank shall specify the names of the persons to whom the Bank
shall deliver the Assets in the Accounts. If notice of termination is given by
the Bank, the Customer shall, within sixty (60) days following receipt of the
notice, deliver to the Bank Instructions specifying the names of the persons to
whom the Bank shall deliver the Assets. In either case the Bank will deliver the
Assets to the persons so specified, after deducting any amounts which the 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 the Bank, the Bank does not
receive Instructions from the Customer specifying the names of the persons to
whom the Bank shall deliver the Assets, the 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 of this Agreement, or to
Authorized Persons, or may continue to hold the Assets until Instructions are
provided to the Bank.
CUSTOMER
By: /s/ Xxx X. Xxxxxxx
--------------------------
Xxx X. Xxxxxxx
Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. XxXxxx
--------------------------
Xxxxxx X. XxXxxx
FUND
By: /s/ Xxxxxx Xxxxx
--------------------------
Xxxxxx Xxxxx
Executive Vice President
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STATE OF )
: ss.
COUNTY OF )
On this day of , 19 , 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 of , 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.
__________________________
Sworn to before me this ________
day of __________, 19__.
_________________
Notary
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STATE OF )
: ss.
COUNTY OF )
On this day of , 19 , 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 of , 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.
__________________________
Sworn to before me this ________
day of __________, 19__.
_________________
Notary
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STATE OF )
: ss.
COUNTY OF )
On this day of , 19 , before me personally
came , to me known, who being by me duly sworn, did depose
and say that he resides in at ;
that he is 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 seal, that it
was so affixed by order of said entity, and that he/she signed his/her name
thereto by like order.
__________________________
Sworn to before me this ________
day of __________, 19__.
_________________
Notary
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Mutual Fund Rider to Global Custody Tri-Party Agreement
Between The Chase Manhattan Bank and
Firstar Trust and
The Tocqueville Asia-Pacific Fund, effective November 1, 1996
Customer represents that the Assets being placed in the 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 the 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 the Bank (Investment Company Act of 1940, Release No. 12053,
November 20, 1981), as amended, or unless the Bank has otherwise specifically
agreed, the Customer shall be solely responsible to assure that the maintenance
of Assets under this Agreement 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.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in this
Agreement 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
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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
the 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.
The Customer represents that its Board of Directors has approved each
of the Subcustodians listed in Schedule A to this Agreement and the terms of the
subcustody agreements between the 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. The Bank will supply the Customer with any amendment to Schedule A
for approval. The Customer has supplied or will supply the 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 of this Agreement 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 the Customer by law or as may be set forth
in its prospectus.
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(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 the 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 the Customer;
(i) For the purpose of redeeming shares of the capital stock of the
Customer and the delivery to, or the crediting to the account of, the Bank, its
Subcustodian or the Customer's transfer agent, such shares to be purchased or
redeemed;
(j) For the purpose of redeeming in kind shares of the Customer against
delivery to the Bank, its Subcustodian or the Customer's transfer agent of such
shares to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement
among the Customer, the Bank and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The National
Association of Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Customer;
15
(l) For release of Securities to designated brokers under covered call
options, provided, however, that such Securities shall be released only upon
payment to the 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, the Bank will receive from brokers the Securities previously
deposited. The Bank will act strictly in accordance with Instructions in the
delivery of Securities to be held in escrow and will 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 the 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 the Customer; and
(o) Upon the termination of this Agreement as set forth in Section
14(i).
Section 12. Standard of Care; Liabilities.
Add the following subsection (c) to Section 12:
(c) The Bank hereby warrants to the 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 the Customer's Securities
pursuant to this Agreement afford protection for such Securities at least equal
to that afforded by the Bank's established procedures with respect to similar
securities held by the 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 the Customer, the Bank shall furnish the
Customer such reports (or portions thereof) of the Bank's system of
internal accounting controls applicable to the Bank's duties under this
Agreement. The Bank shall endeavor to obtain and furnish the Customer
with such similar reports as it may reasonably request with respect to
each Subcustodian and securities depository holding the Customer's
assets.
SCHEDULE A
SUB-CUSTODIANS EMPLOYED BY
THE CHASE MANHATTAN BANK, GLOBAL CUSTODY
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ARGENTINA The Chase Manhattan Bank The Chase Manhattan Bank
Arenales 707, 5th Floor Buenos Xxxxx
Xx Xxxx 000/000
0000 Xxxxxx Xxxxx
XXXXXXXXX
AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank
36th Floor Sydney
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 Xxxxxxxx Xxxx
0 Xxxxxxxx Xx Xxxx Xxxxxxxx
0000 Bruxelles
BELGIUM
BOTSWANA Barclays Bank of Botswana Barclays Bank of Botswana
Limited Gaborone
Barclays House
Khama Crescent
Gaborone
BOTSWANA
BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan X.X.
Xxxxx Manhattan Center Sao Xxxxx
Xxx Verbo Divino, 1400
Sao Paulo, SP 00000-000
XXXXXX
CANADA The Royal Bank of Canada 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
Agustinas 1235 Xxxxxxxx
Xxxxxxx 0000
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
CZECH REPUBLIC Ceskoslovenska Obchodni Komercni Banka, A.S.,
Banka, A.S. Praha
Xx Xxxxxxx 00
000 00 Xxxxx 0
XXXXX XXXXXXXX
XXXXXXX Den Xxxxxx Xxxx Xxx Xxxxxx Xxxx
0 Xxxxxx 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
00 Xxxxxx Xxxxxx Xxxxx
Xxxxx
XXXXX
ESTONIA HansBank Tallinna Bank
Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
EUROBONDS Cedel Bank S.A. A/c The Chase Manhattan
67 Boulevard Grande Bank, N.A.
Duchesse Charlotte London
LUXEMBOURG A/c No. 00000
XXX: Lloyds Bank PLC
International Banking
Division
London
For all other currencies:
see relevant country
EURO CDS First Chicago Clearing Centre ECU: Lloyds Bank PLC
00 Xxxxxxxxxx Xxxxxx Banking Division Xxxxxx
Xxxxxx XX0X 0XX For all other currencies:
UNITED KINGDOM see 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 90 01 09
60441 Frankfurt/Main
GERMANY
GHANA Barclays Bank of Ghana Ltd Barclays Bank
Barclays House Accra
High Street
Accra
GHANA
GREECE Barclays Bank Plc National Bank of Greece S.A.
0 Xxxxxxxxxxx Xxxxxx Xxxxxx
00000 Athens A/c Chase Manhattan Bank,
GREECE London
A/c No 040/7/921578-68
HONG KONG 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
INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank
Banking Corporation Limited Jakarta
World Trade Center
J1. Jend Xxxxxxxx Xxx. 00-00
Xxxxxxx 00000
XXXXXXXXX
IRELAND Bank of Ireland Allied Irish Bank
International Financial Dublin
Services Centre
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
6-7 Nihonbashi-Kabutocho Tokyo
Chuo-Ku
Tokyo
JAPAN
JORDAN Arab Bank Limited Arab Bank Limited
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
KENYA Barclays Bank of Kenya Barclays Bank of Xxxxx
Xxxxx Xxxxx Xxxxxxx
Xxxxxxxxx Xxxxx
Xxxxxxx
Xxxxx
XXXXXXXXXX Banque Generale du Banque Generale du
Luxembourg S.A. Luxembourg S.A.
00 Xxxxxx X.X. Xxxxxxx Xxxxxxxxxx
X-0000 XXXXXXXXXX
MALAYSIA The Chase Manhattan Bank, The Chase Manhattan Bank,
Pernas International Kuala Lumpur
Xxxxx Xxxxxx Xxxxxx
00000, Xxxxx Xxxxxx
MALAYSIA
MAURITIUS Hongkong and Shanghai Hongkong and Shanghai
Banking Corporation Ltd. Banking Corporation Ltd.
Curepipe Road Curepipe
Curepipe
MAURITTUS
MEXICO The Chase Manhattan Bank, No correspondent Bank
(Equities) S.A.
Prolongacion Paseo de la
Reforma no. 600,
PB Colonia Santa Xx Xxxx
Xxxxxx
00000 Xxxxxx D.F.
(Government Bonds) Banco Nacional de Mexico, No correspondent Bank
Xxxxxxx Xxxxxx Xx. 000-00
Xxxx
00000 Xxxxxx D.F.
MEXICO
MOROCCO Banque Commerciale du Banque Commerciale du
Maroc Maroc
2 Boulevard Xxxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx 0000
XXXXXXX
XXXXXXX Standard Bank Namibia Ltd. Standard Bank of Xxxxx
Xxxxxx Xxxxx - 0xx Xxxxx Xxxxxx Ltd.
X.X. Xxx 0000 Xxxxxxxxxxxx
Xxxxxxxx
XXXXXXX
XXXXXXXXXXX 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 Xxx
Xxxxx 0 XXX Xxxxx Xxxxxxx
000 Xxxxx Xxxxxx Xxxxxxxxxx
Xxxxxxxx
XXX XXXXXXX
NORWAY Den Norsek Bank Den Norske Bank
Xxxxxxxxxx 00 Xxxx
Xxxx 1
NORWAY
PAKISTAN Citibank N.A. Citibank N.A.
X.X. Xxxxxxxxxx Xxxx Xxxxxxx
XXX Xxxxx
Xxxxxxx
XXXXXXXX
Deutsche Bank A.G. Deutsche Bank A.G. Karachi
Unitowers
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
Xxxxxx Plaza S.A.
Xxxxxxx 00 Xxxxxx
00-000 Xxxxxx
XXXXXX
For Mutual Funds: Bank Polska Kasa Opieki
Bank Handlowy W. S.A.
Warszawic S.A. Warsaw
Custody Dept.
Capital Markets Center
UI, Nowy Swiat 0/00
00-000 Xxxxxx
XXXXXX
PORTUGAL Banco Espirito Santo c Banco Nacional Ultra Marino
Comercial de Lisboa Lisbon
Servico de Gestaode Titulos
X. Xxxxxxxx xx Xxxxxxxx, 00
x/x
0000 Xxxxxx
XXXXXXXX
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 Ceskoslovenska Obchodni
Banka, A.S. Xxxxx
Xxxxxxxxx 00 Xxxxxx Xxxxxxxx
000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
XXXXX XXXXXX Standard Bank of South Africa Standard Bank of South
Standard Bank Xxxxxxxx Africa
00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx 0000
XXXXX XXXXXX
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
XXXXX 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
Xxxxxxx 0,
XXX XXXXX
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
Xxxxxxxxxxxxxxxxxxx 0 Xxxxxxxxx
Xxxxxxxxx X-000 00
XXXXXX
SWITZERLAND Union Bank of Switzerland Union Bank of Xxxxxxxxxxx
00 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
TAIWAN The Chase Manhattan Bank, Republic of China
000 Xxx Xxxxx Xxxx Xxxx - No correspondent Bank
Xxx 0,
0xx Xxxxx
Xxxxxx
XXXXXX
XXXXXXXX The Chase Manhattan Bank, The Chase Manhattan Bank,
Bubhajit Building Bangkok
00 Xxxxx Xxxxxxx Xxxx
Xxxxx, Xxxxxxx
Xxxxxxx 00000
THAILAND
TUNISIA Banque Internationale Arabe de Banque International Arabe
Xxxxxxx xx Xxxxxxx, Xxxxxxx
00-00 Avenue Xxxxx
Xxxxxxxxx
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
XXXXXX The Chase Manhattan Bank, The Chase Manhattan Bank,
Emirhan Cad No. 145 Istanbul
Atakule, A Blok Xxx 00
00000-Xxxxxxxxx/Xxxxxxxx
Xxxxxxxx
XXXXXX
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 The First National Bank of
Boston Boston
Xxxxxx 1463 Montevidco
Montevidco
URUGUAY
U.S.A. The Chase Manhattan Bank, The Chase Manhattan Bank,
1 Chase Manhattan Plaza New York
New York
NY 10081
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
Ground Floor Harare
Tanganyika House
Corner of 3rd Street & Union
Avenue
Harare
ZIMBABWE
Mutual Fund Services
CHASE GLOBAL SECURITIES SERVICES FEE AGREEMENT
BETWEEN THE CHASE MANHATTAN BANK, N.A. AND
FIRSTAR TRUST COMPANY
I. Portfolio Basis Point Fee
Market Value Basis Points
------------ ------------
$0 to $150MM 14.0
$151MM to $200MM 12.0
Over $200MM 10.0
II. Global Standard Price By Country Banks (see attached)
Asset Holdings Fee Per Transaction Fee
--------------------------------------
Bank "A" -0- Basis Points $30.00
Bank "B" -0- Basis Points $40.00
Bank "C" -0- Basis Points $60.00
Bank "D" -0- Basis Points $90.00
Bank "E" -0- Basis Points 100.00
Bank "F" -0- Basis Points 120.00
Bank "G" 20.0 Basis Points 135.00
Bank "H" 25.0 Basis Points 140.00
III. Out-of-Pocket Expenses
Billed as incurred (e.g., scrip fees, transporting securities out of the
local market)
IV. Global Securities Lending
60%/40% split in clients' for (50%/50% with indemnification)
V. Infostation
$2,500/installation fee plus expenses
VI. Annual VIP Accounting Fees
Monthly - $15,000 per portfolio
VII. Proxy Service Fees
Notification - CDS $25 per meeting
Fax/Telex - $50 per account
Voting - $75/account
Mutual Fund Services
CHASE GLOBAL SECURITIES SERVICES
GLOBAL CUSTODY
GLOBAL BANDS
Band "A" Band "D" Band "F"
Japan Austria Argentina
CEDEL Finland Brazil
United States Hong Kong Chile
EUROCLEAR Italy Greece
Luxembourg Indonesia
Band "B" Malaysia Jordan
Germany Singapore Pakistan
Netherlands Turkey Philippines
Canada Portugal
Switzerland Band "E" Taiwan
Mexico Spain
Band "C" Thailand
Australia
Belgium
Denmark
France
Ireland
New Zealand
Norway
Sweden
United Kingdom
Emerging Markets Bands
Band "G" Band "H"
Columbia Peru
Xxxxxxx
Xxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxx Xxxxx
Venezuela
