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Exhibit 8
[CHASE LOGO]
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective January 16, 1997, and is between THE CHASE
MANHATTAN BANK ("Bank") and FIVE ARROWS SHORT-TERM INVESTMENT TRUST
("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:
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(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.
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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. Where Securities
are deposited by a Subcustodian with a securities depository, Bank shall cause
the Subcustodian to identify on its books as belonging to Bank, as agent, the
Securities shown on the Subcustodian's account on the books of such securities
depository. The foregoing shall not apply to the extent of any special agreement
or arrangement made by Customer with any particular Subcustodian.
(e) As long as Securities and Exchange Commission Rule 17f-5 or the
1981 Chase SEC Order requires the Board of Directors/Trustees of a registered
investment company directly to approve its foreign custody arrangements, the
Bank shall furnish annually to the Customer information concerning Subcustodians
similar in kind and scope as that furnished to the Customer in connection with
the initial approval hereof. The Bank shall timely advise the Customer of any
material adverse change in the facts or circumstances upon which such
information is based where such changes would affect the eligibility of the
Subcustodian under Rule 17f-5 as soon as practicable after it becomes aware of
any such material adverse change in the normal course of its custodial
activities.
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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.
(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 (or as otherwise agreed in writing by Customer and Bank) from the date of
the advance to the date of payment (both after as well a before judgment) and
otherwise on the terms on which Bank makes similar overdrafts available from
time to time.
(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 ("AutoCredit"),
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 shall, where
reasonably feasible, be made in such manner as set forth in Instructions from
Customer, it being understood, however, that settlement and payment shall be
made in accordance with customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without
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limitation, delivery of Securities to a purchaser, dealer or their agents
against a receipt with the expectation of receiving later payment and free
delivery. Chase shall promptly advise Customer in writing (which advice may
consist of applicable market reports) as to those markets, in which securities
are held as of the date hereof, where it is local market practice to release and
deliver securities prior to the receipt of payment therefor and Chase shall
provide information as to additional such markets after Chase first has
knowledge that Securities are being purchased therein by Customer. Delivery of
Securities out of the Custody Account may also be made in any manner
specifically required by Instructions reasonably acceptable to Bank.
(b) Bank, in its discretion, may effect the following book-entries with
respect to the settlement of trades:
(i) On sales: on the contractual settlement due for the sale, credit
the Cash Account with the sale proceeds of the sale and transfer the relevant
Securities to an account pending settlement of the trade if not already
delivered.
(ii) On purchases: on or before the contractual settlement date for the
purchase, debit the Cash Account with the settlement monies and credit a
separate account. At the same time Bank will post the Securities Accounts with
the expected Securities with a note to the effect that Bank is awaiting receipt,
pending actual receipt of such Securities. The Customer shall not be entitled to
the delivery of settlement monies in respect of Securities which are awaiting
receipt until they have actually been received by Bank or a Subcustodian.
(c) Bank may (in its absolute discretion) reverse any debit or credit
made pursuant to subparagraph (b). Customer shall be responsible for any direct
or indirect costs or liabilities resulting from such reversal, unless due to the
negligence, fraud or willful default of Bank, and will indemnify Bank
accordingly. Customer acknowledges that the procedures described in this
sub-clause are of an administrative nature and do not amount to an agreement by
Bank to make loans and/or Securities available to Customer.
(d) Unless the Cash Account is debited or credited (as the case may be)
on the contractual settlement date as referred to in subparagraph (b), Bank
shall credit the Cash Account with the proceeds of any sale or
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exchanges of Securities and debit the Cash Account for the cost of the
Securities purchased or acquired only on the date cash or Securities are
actually received by Bank and reconciled to the Account.
7. ACTIONS OF BANK.
Bank shall follow Instructions received regarding assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank will:
(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.
(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 the
Customer sends the Bank a written exception or objection to any Bank statement
within 60 days after its next annual audit covering any period included in the
statement, the Customer shall be deemed to have approved such statement;
provided that, if such written exception or objection is received by Chase more
than 90 days from the statement, advice or notification date, Chase's obligation
to Customer in regard to any transactions covered thereby shall be reduced to
the extent that Chase's ability to mitigate any damages in connection with any
such transaction is compromised.
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
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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. With respect to
income on Securities which are not subject to AutoCredit, Bank shall advise
Customer of failure to receive such income in the ordinary course of business,
but a failure to provide sufficient notice shall not render Bank liable for such
amount except to the extent the failure directly results in Customer's inability
to recover such income.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) CORPORATE ACTIONS. Whenever 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"), 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, to be appropriate
in which case it shall be held harmless for any such action taken in good faith
and without negligence.
(b) PROXY VOTING. Bank shall provide proxy voting services, if elected
by Customer, in accordance with the terms of the proxy voting services rider
hereto. Proxy voting services may be provided by Bank or, in whole or in part,
by one or more third parties appointed by Bank (which may be Affiliates of
Bank).
(c) TAX RECLAIMS.
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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 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 material 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
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or status in any jurisdiction, it being understood that Bank shall use
reasonable care to assure that, in performing its services, such performance
does not, in and of itself, cause Customer to become resident for tax purposes
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, 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.
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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 and in the absence of
negligence 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 notification of such loss to Customer and without reference
to any special
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conditions or circumstances. Alternatively, Customer may, at its election and
its sole expense, be subrogated to the rights of Bank in respect of any
Subcustodian in connection with such a loss. 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. As long as Bank shall have been
in compliance with its obligations pursuant to Section 4(e) hereof, Bank shall
not be responsible for the insolvency of any Subcustodian which is not a branch
or Affiliate of Bank
(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; it being understood that
the appointees covered by this section shall be limited to those performing
ministerial functions such as the sale of fractional shares and the provision of
pricing information.
(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 and in compliance herewith. 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
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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 not within the control of Bank or its Subcustodians,
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;
provided that in the event of the occurrence of any of the foregoing events, the
affected party shall, where feasible, take such steps as are reasonable to
restore service in a reasonable time, but shall not be obligated thereby to
settle any strike or resolve any work stoppage.
(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) and the last paragraph of Section 7 hereof;
(iv) evaluate or report to Customer or an Authorized Person regarding
the financial condition of any broker, agent (other than a Subcustodian) or
other party to which Securities are delivered or payments are made pursuant
hereto, provided, however, that Bank shall exercise reasonable care when
appointing any broker, agent or other party in its discretion ; and
(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.
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(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 expenses, including, but
not limited to, the reasonable fees and disbursements of Bank's legal advisers
in relation to the amendment or modification of any documentation in relation to
the Customer. 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 (other than
pursuant to the indemnity section); provided that, Bank's security interest in a
particular Security shall terminate at the time Customer pays Bank the
settlement amount for such Security in immediately available funds. Bank shall
give Customer prompt subsequent advice of any charge against Cash made hereunder
and not less than two days' prior notice of the liquidation or other disposition
of any Securities subject to lien in connection with satisfaction of any amount
owing to Bank.
14. MISCELLANEOUS.
(a) FOREIGN EXCHANGE TRANSACTIONS. To facilitate the administration of
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. Except
where the parties have otherwise negotiated different terms and conditions, in
all cases where Bank, its subsidiaries, Affiliates or Subcustodians enter into a
foreign exchange contract related to Accounts, the terms
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and conditions of such entity's foreign exchange contract 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 shall notify Bank of any changes in residency.
Bank may rely upon this certification or the certification of such other facts
as may be required to administer Bank's obligations hereunder. Customer shall
indemnify Bank against all losses, liability, claims or demands arising directly
or indirectly from any such certifications, except to the extent attributable to
the Bank's failure to exercise reasonable care.
(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. THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN NEW YORK and shall not be assignable by either party, but
shall bind the successors in interest of Customer and Bank.
(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");
X
___ Mutual Fund assets subject to certain Securities and Exchange
Commission ("SEC") rules and regulations;
___ Neither of the above.
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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 invalid, illegal or unenforceable in any respect on the basis of any
particular circumstances or in any jurisdiction, the validity, legality and
enforceability of such provision or provisions under other circumstances or in
other jurisdictions and of the remaining provisions shall not in any way be
affected or impaired.
(g) WAIVER. Except as otherwise provided herein, no failure or delay on
the part of either party in exercising any power or right hereunder operates as
a waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise, or the exercise of any other power or right. No
waiver by a party of any provision hereof, or waiver of any breach or default,
is effective unless in writing and signed by the party against whom the waiver
is to be enforced.
(h) REPRESENTATIONS AND WARRANTIES. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit and
control the 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 sufficient 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
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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 Chase
Manhattan Bank, 0 Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Global
Custody Division; and (b) Customer: Five Arrows Currency Trust, c/o BISYS Fund
Services, 0000 Xxxxxxx Xx, Xxxxxxxx, XX 00000, attention: Xxxxxx Xxxxxxxx, with
a copy to: Rothschild International Asset Management Limited, Five Arrows House,
St. Xxxxxxx'x Xxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx, Attention: Xxxx X.
Xxxxxxx.
(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 (or such other
period as specified by Customer pursuant to the final sentence of this
subparagraph (j)), 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; provided
that where Bank is the terminating party and Bank has not notified Customer that
termination was for breach by Customer or because, in Bank's reasonable
judgment, Customer has been subject to a material adverse change in its
financial condition, such sixty (60) day period shall be extended for an
additional period as requested by Customer in writing prior to the expiration of
the initial sixty (60) day period of up to sixty (60) days.
16
17
(k) LIMITATION OF LIABILITY. The term "Customer" means and refers to
the Trustees from time to time serving under the Master Trust Agreement of Five
Arrows Currency Trust, a Delaware business trust, as the same may be amended
from time to time. The obligations of Customer hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of Customer personally, but shall bind only the trust property of Customer, as
provided in the Master Trust Agreement. The execution and delivery of this
Agreement have been authorized by the Trustees and signed by an officer of the
Trust, acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust as provided in its Master Trust
Agreement.
(l) SEVERAL OBLIGATIONS OF THE PORTFOLIO. Customer is a series company
with multiple portfolios and has entered into this Agreement on behalf of those
portfolios identified in Exhibit __ hereto, as amended from time to time on
notice to Bank (each a "Portfolio"). With respect to any obligation of Customer
on behalf of any Portfolio arising hereunder, Bank shall look for payment or
satisfaction of such obligations solely to the assets and property of the
Portfolio to which such obligation relates as though Customer had separately
contracted with Bank by separate written instrument with respect to each
Portfolio. In addition, this Agreement may be terminated with respect to one or
more Portfolios without affecting the rights, duties or obligations of any of
the other Portfolios.
(m) 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.
(n) 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.]
17
18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first-above written.
FIVE ARROWS SHORT-TERM INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Title: Senior Vice President
Date: 27 January 1997
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Title: Vice President
Date: 27 January 1997
18
19
Mutual Fund Rider to Global Custody Agreement
Between THE CHASE MANHATTAN BANK and
FIVE ARROWS SHORT-TERM INVESTMENT TRUST
effective January 16, 1997
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 for the SEC Exemptive Order applicable to accounts of this
nature issued to Bank (1940 Act, Release No. 12053, November 20, 1981), as
amended, or for rules, regulations and interpretations promulgated by or under
the authority of the SEC which are generally applicable to custodians holding
accounts of this nature, 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 SEC.
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 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;
1
20
(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 organization 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.
2
21
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
FIVE ARROWS SHORT-TERM INVESTMENT TRUST
dated January 16, 1997.
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 Section 10 of the Agreement. Fees for the Services shall be
agreed as set forth in Section 13 of the Agreement or separately agreed.
1
22
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
GLOBAL CUSTODY AGREEMENT
WITH
-----------------------------------
DATE
-----------------------------------
1
23
DOMESTIC ONLY
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 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.
Fees
----
The fees referenced in Section 13 hereof cover only domestic and euro-dollar
holdings. There shall be no Schedule A hereto, as there are no foreign assets in
the Accounts.
1
24
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.
1
25
SCHEDULE A
----------
NOVEMBER, 1996
SUB-CUSTODIANS EMPLOYED BY
--------------------------
THE CHASE MANHATTAN BANK, LONDON, GLOBAL CUSTODY
------------------------------------------------
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
BANK
ARGENTINA The Chase Manhattan Bank The Chase Manhattan
--------- Arenales 000, 0xx Xxxxx Xxxx
Xx Xxxx 000/000 Xxxxxx Aires
1061 Buenos Aires
ARGENTINA
AUSTRALIA The Chase Manhattan Bank The Chase Manhattan
--------- 36th Floor Bank
World Trade Center Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx
Xxx Xxxxx Xxxxx 0000
XXXXXXXXX
AUSTRIA Creditanstalt - Bankverein Credit Lyonnais Bank
------- Xxxxxx Xxxxxxx Xxxxx - 0 Xxxxxx
X - 0000, Xxxxxx
XXXXXXX
BAHRAIN The British Bank of the Middle National Bank of Bahrain
------- East Manama
PO Box
Manama
BAHRAIN
BANGLADESH Standard Chartered Bank Standard Chartered Bank
---------- 18-20 Motijheel C.A. Xxxxx
Xxx 000,
Xxxxx-000
XXXXXXXXXX
XXXXXXX Generale Bank Credit Lyonnais Bank
------- 0 Xxxxxxxx Xx Xxxx Xxxxxxxx
0000 Xxxxxxxxx
XXXXXXX
BANK
BOTSWANA Barclays Bank of Botswana Barclays Bank of
-------- Limited Botswana
Barclays House Gaborone
Khama Crescent
Gaborone
BOTSWANA
BRAZIL Banco Chase Manhattan, S.A Banco Chase Manhattan,
------ Chase Manhattan Center X.X
Xxx Verbo Divino, 1400 Sao Paulo
Sao Paulo, SP 00000-000
XXXXXX
CANADA The Royal Bank of Canada Royal Bank of Canada
------ Xxxxx Xxxx Xxxxx Xxxxxxx
Xxxxxxx
Xxxxxxx X0X0X0
XXXXXX
26
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
Canada Trust Royal Bank of Canada
Canada Trust Tower Toronto
BCE Place
000 Xxx xx Xxxxx
Xxxxxxx
Xxxxxxx X0X0X0
XXXXXX
CHILE The Chase Manhattan Bank, The Chase Manhattan
----- Agustinas 1235 Xxxx,
Xxxxxxx 0000 Xxxxxxxx
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
BANK
CZECH Ceskoslovenska Obchodni Komercni Banka, A.S.,
REPUBLIC Banka, A.S. Praha
-------- Xx Xxxxxxx 00
000 00 Xxxxx 0
XXXXX XXXXXXXX
XXXXXXX 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
ESTONIA HansaBank Tallinna Bank
------- Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
EUROBONDS Cedel Bank S.A. ECU: Lloyds Bank PLC
--------- 00 Xxxxxxxxx Xxxxxx Xxxxxxxx International Banking
Charlotte Division
LUXEMBOURG London
A/c The Chase Manhattan Bank, N.A. For all other currencies:
London see relevant
A/c No. 17817 country
3
27
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
EURO CDS First Chicago Clearing Centre ECU: Lloyds Bank PLC
-------- 00 Xxxxxxxxxx Xxxxxx Banking Division Xxxxxx
Xxxxxx XX0X IAA For all other currencies:
UNITED KINGDOM see relevant
country
FINLAND Xxxxxx Bank Ltd Xxxxxx Bank Ltd
------- 2598 Custody Services Helsinki
Xxxxxxxxxxxx 00X
Xxxxxxxx
XXXXXXX
COUNTRY SUB-CUSTODIAN CORRESPONDENT
BANK
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 00 09
60441 Frankfurt/Main
GERMANY
GHANA Barclays Bank of Ghana Ltd Barclays Bank
----- Xxxxxxxx Xxxxx Xxxxx
Xxxx Xxxxxx
Xxxxx
XXXXX
XXXXXX Barclays Bank Plc National Bank of Greece
------ 0 Xxxxxxxxxxx Xxxxxx X.X.
00000 Xxxxxx Xxxxxx
XXXXXX A/c Chase Manhattan
Bank,
London A/c No.
040/7/921578-68
HONG KONG The Chase Manhattan Bank, The Chase Manhattan
--------- 00/X Xxx Xxxxxxxx Xxxxxx Bank,
0, Xxxxxxxxx Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxx Xxxx
XXXX XXXX
HUNGARY Citibank Budapest Rt. Citibank Budapest Rt.
------- Xxxx Xxxx 00-00 Xxxxxxxx
0000 Xxxxxxxx X
XXXXXXX
XXXXX The Hongkong and Shanghai The Hongkong and
----- Banking Corporation Limited Xxxxxxxx
00/00 Xxxxxx Xxxxxx Xxxx Banking Corporation
Bombay 400 001 Limited
INDIA Bombay
Deutsche Bank AG Deutsche Bank
Securities & Custody Services Bombay
Kodak House
222 D.N. Road, Fort
Bombay 400 001
INDIA
4
28
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
INDONESIA The Hongkong and Shanghai The Chase Manhattan
--------- Banking Corporation Limited Bank
Xxxxx Xxxxx Xxxxxx Xxxxxxx
X0. Jend 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
------ 00 Xxxxx Xxxxxx X.X.
00000 Xxx Xxxx Xxx Xxxx
XXXXXX
XXXXX The Chase Manhattan Bank, The Chase Manhattan
----- Xxxxxx Xxxx 0 Xxxx,
00000 Xxxxx Xxxxx
XXXXX
JAPAN The Fuji Bank Ltd. The Chase Manhattan
----- 0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxx
Xxxx-Xx Xxxxx
Xxxxx
XXXXX
JORDAN Arab Bank Limited Arab Bank Limited
------ XX Xxx 000000-0 Xxxxx
Xxxxx
Xxxxxxxxx
XXXXXX
KENYA Barclays Bank of Kenya Barclays Bank of Kenya
----- Third Floor Nairobi
Queensway House
Nairobi
KENYA
LEBANON The British Bank of the Middle The Chase Manhattan
------- East Bank
Ras-Beirut Branch New York
PO Box 11-1380
Xxxxx Xxxx,
Ras-Beirut
LEBANON
LUXEMBOURG 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
-------- Pernas International Bank,
Jalan Sultan Ismail Xxxxx Xxxxxx
00000, Xxxxx Xxxxxx
MALAYSIA
MAURITIUS Hongkong and Shanghai Hongkong and Shanghai
--------- Banking Corporation Ltd Banking Corporation Ltd
Curepipe Road Curepipe
Curepipe
MAURITIUS
5
29
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
MEXICO The Chase Manhattan Bank, No correspondent Bank
------ S.A.
Prolongacion Paseo de la
Reforma no. 600,
PB Colonia Santa Xx Xxxx
Xxxxxx
00000 Xxxxxx D.F.
MOROCCO Banque Commerciale du Marox Banque Commerciale du
------- 2 Boulevard Xxxxxx Xxxxxxx Maroc
Xxxxxxxxxx 00000 Xxxxxxxxxx
XXXXXXX
NAMIBIA Standard Bank Namibia Ltd. Standard Corporate &
------- Mutual Platz - 3rd Floor Xxxxxxxx Xxxx
XX Xxx 0000 Xxxxx Xxxxxx
Windhoek
NAMIBIA
NETHERLANDS ABN AMRO N.V. Generale Bank
----------- Securities Centre Nederland N.V.
XX Xxx 0000 Xxxxxxxxx
0000 Xx Xxxxx
XXXXXXXXXXX
NEW National Nominees Limited National Bank of Xxx
XXXXXXX Xxxxx 0 XXX Xxxxx Xxxxxxx
------- 000 Xxxxx Xxxxxx Xxxxxxxxxx
Xxxxxxxx
XXX XXXXXXX
NORWAY Den Norske Bank Den Norske Bank
------ Xxxxxxxx 00 Xxxx
XX Xxx 0000 Xxxxxxx
X-0000 Xxxx
XXXXXX
OMAN The British Bank of the Middle Oman Arab Bank
---- East Ruwi, Muscar
Bait Al Falaj
Main Office
Ruwi, Muscat
SULTANATE OF OMAN
PAKISTAN Citibank N.A. Citibank N.A.
-------- AWT Xxxxx Xxxxxxx
00 Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
Deutsche Bank X.X. Xxxxxxxx Xxxx X.X.
Xxxxxxxxx Xxxxxxx
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx
XXXXXXXX
PERU Citibank, N.A. Citibank, N.A.
---- Camino Real 457 Lima
XX Xxxxx Real - 5th Floor
San Xxxxxx, Lima 27
PERU
6
30
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
PHILIPPINES The Hongkong and Shanghai The Hongkong and
----------- Banking Corporation Limited Shanghai
33/F Tektite Tower B Banking Corporation
Exchange Road Limited
Ortigas Center Manila
Pasig City
PHILIPPINES
POLAND Bank Polska Kasa Opieki S.A. Bank Polska Kasa Opieki
------ Xxxxxx Xxxxx, Xxxxxxx 00 S.A.
00-000 Xxxxxx Xxxxxx
XXXXXX
Bank Handlowy W. Warszawie, Bank Handlowy W.
S.A. Warszawie. S.A.
Custody Dept. Warsaw
Capital Markets Centre
U1, Nowy Swiat 6/12
00-000 Xxxxxx
XXXXXX
PORTUGAL Banco Espirito Santo e Banco Nacional Ultra
-------- Comercial de Lisboa Marino
Servico de Gestaode Titulos Lisbon
R. Xxxxxxxx xx Xxxxxxxx, 00 x/x
0000 Xxxxxx
XXXXXXXX
RUSSIA Chase Manhattan Bank The Chase Manhattan
------ International ("CMBI") Bank
1st Tverskaya - Yamskaya, 23 New York
125047 Moscow A/c The Chase Manhattan
Russia London (US$ Nostro
Account)
SHANGHAI The Hongkong and Shanghai Citibank
(CHINA) 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
BANK
SHENZHEN The Hongkong and Shanghai The Chase Manhattan
(CHINA) Banking Corporation Limited Bank
-------- 0xx Xxxxx Xxxx Xxxx
Xxxxxxx Xxxxx Hotel
No. 1 Xxxx Xxxx Lu
Shenzhen
THE PEOPLE'S REPUBLIC
OF CHINA
SINGAPORE The Chase Manhattan Bank, The Chase Manhattan
--------- Shell Tower Bank,
50 Raffles Place Singapore
Singapore 0104
SINGAPORE
SLOVAK Ceskoslovenska Obchodni Ceskoslovenska Obchodni
REPUBLIC Banka, A.S. Banka, A.S.
-------- Xxxxxxxxx 00 Xxxxxx Xxxxxxxx
000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
7
31
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
SOUTH Standard Corporate and Standard Corporate and
AFRICA Merchant Bank Merchant Bank
------ 00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx 0000
XXXXX XXXXXX
SOUTH The Hongkong & Shanghai The Hongkong &
KOREA Banking Corporation Shanghai Banking
----- Limited Corporation
6/F Kyobo Building Limited
#1 Xxxxxxx, 0-xx Xxxxxxx-Xx Xxxxx
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 &
--------- Banking Corporation Shanghai Banking
Limited Corporation
Xxxx #00-00 Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxx
Trade Center
Xxxxxxx 0,
XXX XXXXX
BANK
SWAZILAND Stanbic Bank Swaziland Ltd. Standard Corporate and
--------- Stanbic House Merchant Bank,
X.X. Xxx X000, Xxxxx Xxxxx Xxxxx Xxxxxx
Mbabane
SWAZILAND
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken,
------ Sergels Torg 0 Xxxxxxxxx
X-000 00
Xxxxxxxxx
XXXXXX
XXXXXXXXXXX Union Bank of Switzerland Union Bank of
----------- 45 Xxxxxxxxxxxxxx Xxxxxxxxxxx,
0000 Xxxxxx Xxxxxx
XXXXXXXXXXX
TAIWAN The Chase Manhattan Bank, No correspondent bank
------ 14th Xxxxx
0, Xxx Xxx X. Xxxx Xxx. 0
Xxxxxx
XXXXXX
Xxxxxxxx of China
THAILAND The Chase Manhattan Bank The Chase Manhattan
-------- Bubhajit Building Bank, Bangkok
00 Xxxxx Xxxxxxx Xxxx
Xxxxx, Xxxxxxx
Xxxxxxx 00000
XXXXXXXX
TUNISIA Banque Internationale Arabe de Banque Internationale
------- Tunisie Arabe de Tunisie,
70-72 Avenue Xxxxx Xxxxxxxxx Tunisia
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
8
32
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
TURKEY The Chase Manhattan Bank The Chase Manhattan
------ Emirhan Cad. No: 145 Bank, Istanbul
Atakule, A Blok Kat: 11
00000-Xxxxxxxxx/Xxxxxxxx
Xxxxxxxx
XXXXXX
U.K. The Chase Manhattan Bank The Chase Manhattan
---- Woolgate House Bank, London
Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
URUGUAY The First National Bank of The First National Bank of
------- Boston Boston,
Xxxxxx 1463 Montevideo
Montevideo
URUGUAY
U.S.A. The Chase Manhattan Bank The Chase Manhattan
------ 1 Chase Manhattan Plaza Bank, New York
New York, New York 10081
U.S.A.
VENEZUELA Citibank N.A. Citibank N.A., Caracas
--------- Carmelitas a Xxxxxxxxxx
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
-------- Ground Floor Zimbabwe,
Tanganyika House Harare
Xxxxxx xx 0xx Xxxxxx & Xxxxx
Xxxxxx
Xxxxxx
XXXXXXXX
0
33
SCHEDULE B
FEE AGREEMENT
BETWEEN
FIVE ARROWS SHORT-TERM INVESTMENT TRUST
AND
CHASE MANHATTAN BANK
U.S. Onshore Feader
--------------------------
Third Party-Receipts (in US$, UK(pounds), Can $, Dem) US $7
(Chargeable where manual Instruction is required by Chase)
No charge will be levied for internal Chase account transfers between the
master and feader funds.
---------------------------------------------------------
For and on behalf of For and on behalf of
/s/ Xxxxxx Xxxxxxxx /s/ Xxxx X. Xxxxxxx
The Chase Manhattan Bank Five Arrows Short-Term
Investment Trust
Dated: 27 January 1997 Dated: 27 January 1997
----------------------- ---------------------
10
