GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective December 6, 1996 and is between THE
CHASE MANHATTAN BANK ("Bank") and each of the investment companies
listed on Exhibit I hereto, as amended from time to time, each acting on
its own behalf and not on behalf of any other investment company and
each being solely responsible for its obligations (each, a "Customer").
1. Customer Accounts.
Bank shall establish and maintain the following accounts
("Accounts"):
(a) A custody account in the name of Customer ("Custody
Account") for any and all stocks, shares, bonds, debentures, notes,
mortgages or other obligations for the payment of money, bullion, coin
and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same or
evidencing or representing any other rights or interests therein and
other similar property whether certificated or uncertificated as may be
received by Bank or its Subcustodian (as defined in Section 3) for the
account of Customer ("Securities"); and
(b) A deposit account in the name of Customer ("Deposit
Account") for any and all cash in any currency received by Bank or its
Subcustodian for the account of Customer, which cash shall not be
subject to withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and
Securities ("Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11) concerning the Accounts. Bank may deliver
securities of the same class in place of those deposited in the Custody
Account.
Upon written agreement between Bank and Customer, additional
Accounts may be established and separately accounted for as additional
Accounts hereunder.
2. Maintenance of Securities and Cash at Bank and Subcustodian
Locations.
Unless Instructions specifically require another location
acceptable to Bank:
(a) Securities shall be held in the country or other
jurisdiction in which the principal trading market for such Securities
is located, where such Securities are to be presented for payment or
where such Securities are acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular
currency. To the extent Instructions are issued and Bank can comply
with such Instructions, Bank is authorized to maintain cash balances on
deposit for Customer with itself or one of its "Affiliates" at such
reasonable rates of interest as may from time to time be paid on such
accounts, or in non-interest bearing accounts as Customer may direct, if
acceptable to Bank. For purposes hereof, the term "Affiliate" shall
mean an entity controlling, controlled by, or under common control with,
Bank.
If Customer wishes to have any of its Assets held in the custody
of an institution other than the established Subcustodians as defined in
Section 3 (or their securities depositories), such arrangement must be
authorized by a written agreement, signed by Bank and Customer.
3. Subcustodians and Securities Depositories.
Bank may act hereunder through the subcustodians listed in
Schedule A hereof with which Bank has entered into subcustodial
agreements ("Subcustodians"). Customer authorizes Bank to hold Assets
in the Accounts in accounts which Bank has established with one or more
of its branches or Subcustodians. Bank and Subcustodians are authorized
to hold any of the Securities in their account with any securities
depository in which they participate.
Bank reserves the right to add new, replace or remove
Subcustodians. Customer shall be given reasonable notice by Bank of any
amendment to Schedule A. Upon request by Customer, Bank shall identify
the name, address and principal place of business of any Subcustodian of
Customer's Assets and the name and address of the governmental agency or
other regulatory authority that supervises or regulates such
Subcustodian.
4. Use of Subcustodian.
(a) Bank shall identify the Assets on its books as belonging to
Customer.
(b) A Subcustodian shall hold such Assets together with assets
belonging to other customers of Bank in accounts identified on such
Subcustodian's books as custody accounts for the exclusive benefit of
customers of Bank.
(c) Any Assets in the Accounts held by a Subcustodian shall be
subject only to the instructions of Bank or its agent. Any Securities
held in a securities depository for the account of a Subcustodian shall
be subject only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for
holding Bank's customers' assets shall provide that such assets shall
not be subject to any right, charge, security interest, lien or claim of
any kind in favor of such Subcustodian, except for safe custody or
administration, and that the beneficial ownership of such assets shall
be freely transferable without the payment of money or value other than
for safe custody or administration. The foregoing shall not apply to
the extent of any special agreement or arrangement made by Customer with
any particular Subcustodian.
5. Deposit Account Transactions.
(a) Bank or its Subcustodians shall make payments from the
Deposit Account upon receipt of Instructions which include all
information required by Bank.
(b) In the event that any payment to be made under this Section
5 exceeds the funds available in the Deposit Account, Bank, in its
discretion, may advance Customer such excess amount which shall be
deemed a loan payable on demand, bearing interest at the rate
customarily charged by Bank on similar loans.
(c) If Bank credits the Deposit Account on a payable date, or at
any time prior to actual collection and reconciliation to the Deposit
Account, with interest, dividends, redemptions or any other amount due,
Customer shall promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary
course of business or (ii) that such amount was incorrectly credited.
If Customer does not promptly return any amount upon such notification,
Bank shall be entitled, upon oral or written notification to Customer,
to reverse such credit by debiting the Deposit Account for the amount
previously credited. Bank or its Subcustodian shall have no duty or
obligation to institute legal proceedings, file a claim or a proof of
claim in any insolvency proceeding or take any other action with respect
to the collection of such amount, but may act for Customer upon
Instructions after consultation with Customer.
6. Custody Account Transactions.
(a) Securities shall be transferred, exchanged or delivered by
Bank or its Subcustodian upon receipt by Bank of Instructions which
include all information required by Bank. Settlement and payment for
Securities received for, and delivery of Securities out of, the Custody
Account may be made in accordance with the customary or established
securities trading or securities processing practices and procedures in
the jurisdiction or market in which the transaction occurs, including,
without limitation, delivery of Securities to a purchaser, dealer or
their agents against a receipt with the expectation of receiving later
payment and free delivery. Delivery of Securities out of the Custody
Account may also be made in any manner specifically required by
Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on
a contractual settlement date with cash or Securities with respect to
any sale, exchange or purchase of Securities. Otherwise, such
transactions shall be credited or debited to the Accounts on the date
cash or Securities are actually received by Bank and reconciled to the
Account.
(i) Bank may reverse credits or debits made to the
Accounts in its discretion if the related transaction fails to
settle within a reasonable period, determined by Bank in its
discretion, after the contractual settlement date for the related
transaction.
(ii) If any Securities delivered pursuant to this Section 6
are returned by the recipient thereof, Bank may reverse the
credits and debits of the particular transaction at any time.
7. Actions of Bank.
Bank shall follow Instructions received regarding assets held in
the Accounts. However, until it receives Instructions to the contrary,
Bank shall:
(i) Present for payment any Securities which are called,
redeemed or retired or otherwise become payable and all coupons
and other income items which call for payment upon presentation,
to the extent that Bank or Subcustodian is actually aware of such
opportunities.
(ii) Execute in the name of Customer such ownership and
other certificates as may be required to obtain payments in
respect of Securities.
(iii) Exchange interim receipts or temporary Securities for
definitive Securities.
(iv) Appoint brokers and agents for any transaction
involving the Securities, including, without limitation,
Affiliates of Bank or any Subcustodian.
(v) Issue statements to Customer, at times mutually agreed
upon, identifying the Assets in the Accounts.
Bank shall send Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices
or notifications shall indicate the identity of the entity having
custody of the Assets. Unless Customer sends Bank a written exception
or objection to any Bank statement within sixty (60) days of receipt,
Customer shall be deemed to have approved such statement. In such event,
or where Customer has otherwise approved any such statement, Bank shall,
to the extent permitted by law, be released, relieved and discharged
with respect to all matters set forth in such statement or reasonably
implied therefrom as though it had been settled by the decree of a court
of competent jurisdiction in an action where Customer and all persons
having or claiming an interest in Customer or Customer's Accounts were
parties.
All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk
of Customer. Bank shall have no liability for any loss occasioned by
delay in the actual receipt of notice by Bank or by its Subcustodians of
any payment, redemption or other transaction regarding Securities in the
Custody Account in respect of which Bank has agreed to take any action
hereunder.
8. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions. Whenever Bank receives information
concerning the Securities which requires discretionary action by the
beneficial owner of the Securities (other than a proxy), such as sub-
scription rights, bonus issues, stock repurchase plans and rights
offerings, or legal notices or other material intended to be transmitted
to securities holders ("Corporate Actions"), Bank shall give Customer
notice of such Corporate Actions to the extent that Bank's central
corporate actions department has actual knowledge of a Corporate Action
in time to notify its customers.
When a rights entitlement or a fractional interest resulting from
a rights issue, stock dividend, stock split or similar Corporate Action
is received which bears an expiration date, Bank shall endeavor to
obtain Instructions from Customer or its Authorized Person, but if
Instructions are not received in time for Bank to take timely action, or
actual notice of such Corporate Action was received too late to seek
Instructions, Bank is authorized to sell such rights entitlement or
fractional interest and to credit the Deposit Account with the proceeds
or take any other action it deems, in good faith, to be appropriate in
which case it shall be held harmless for any such action.
(b) Proxy Voting. Bank shall provide proxy voting services, if
elected by Customer, in accordance with the terms of the proxy voting
services rider hereto. Proxy voting services may be provided by Bank
or, in whole or in part, by one or more third parties appointed by Bank
(which may be Affiliates of Bank).
(c) Tax Reclaims.
(i) Subject to the provisions hereof, Bank shall apply for
a reduction of withholding tax and any refund of any tax paid or
tax credits which apply in each applicable market in respect of
income payments on Securities for the benefit of Customer which
Bank believes may be available to such Customer.
(ii) The provision of tax reclaim services by Bank is
conditional upon Bank receiving from the beneficial owner of
Securities (A) a declaration of its identity and place of
residence and (B) certain other documentation (pro forma copies of
which are available from Bank). Customer acknowledges that, if
Bank does not receive such declarations, documentation and
information, additional United Kingdom taxation shall be deducted
from all income received in respect of Securities issued outside
the United Kingdom and that U.S. non-resident alien tax or U.S.
backup withholding tax shall be deducted from U.S. source income.
Customer shall provide to Bank such documentation and information
as it may require in connection with taxation, and warrants that,
when given, this information shall be true and correct in every
respect, not misleading in any way, and contain all material
information. Customer undertakes to notify Bank immediately if
any such information requires updating or amendment.
(iii) Bank shall not be liable to Customer or any third
party for any tax, fines or penalties payable by Bank or Customer,
and shall be indemnified accordingly, whether these result from
the inaccurate completion of documents by Customer or any third
party, or as a result of the provision to Bank or any third party
of inaccurate or misleading information or the withholding of
material information by Customer or any other third party, or as a
result of any delay of any revenue authority or any other matter
beyond the control of Bank.
(iv) Customer confirms that Bank is authorized to deduct
from any cash received or credited to the Deposit Account any
taxes or levies required by any revenue or governmental authority
for whatever reason in respect of the Securities or Cash Accounts.
(v) Bank shall perform tax reclaim services only with
respect to taxation levied by the revenue authorities of the
countries notified to Customer from time to time and Bank may, by
notification in writing, at its absolute discretion, supplement or
amend the markets in which the tax reclaim services are offered.
Other than as expressly provided in this sub-clause, Bank shall
have no responsibility with regard to Customer's tax position or
status in any jurisdiction.
(vi) Customer confirms that Bank is authorized to disclose
any information requested by any revenue authority or any
governmental body in relation to Customer or the Securities and/or
Cash held for Customer.
(vii) Tax reclaim services may be provided by Bank or, in
whole or in part, by one or more third parties appointed by Bank
(which may be Affiliates of Bank); provided that Bank shall be
liable for the performance of any such third party to the same
extent as Bank would have been if it performed such services
itself.
9. Nominees.
Securities which are ordinarily held in registered form may be
registered in a nominee name of Bank, Subcustodian or securities
depository, as the case may be. Bank may without notice to Customer
cause any such Securities to cease to be registered in the name of any
such nominee and to be registered in the name of Customer. In the event
that any Securities registered in a nominee name are called for partial
redemption by the issuer, Bank may allot the called portion to the
respective beneficial holders of such class of security in any manner
Bank deems to be fair and equitable. Customer shall hold Bank,
Subcustodians, and their respective nominees harmless from any liability
arising directly or indirectly from their status as a mere record holder
of Securities in the Custody Account.
10. Authorized Persons.
As used herein, the term "Authorized Person" means employees or
agents including investment managers as have been designated by written
notice from Customer or its designated agent to act on behalf of
Customer hereunder. Such persons shall continue to be Authorized
Persons until such time as Bank receives Instructions from Customer or
its designated agent that any such employee or agent is no longer an
Authorized Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized
Person received by Bank, via telephone, telex, facsimile transmission,
bank wire or other teleprocess or electronic instruction or trade
information system acceptable to Bank which Bank believes in good faith
to have been given by Authorized Persons or which are transmitted with
proper testing or authentication pursuant to terms and conditions which
Bank may specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or superseded.
Any Instructions delivered to Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which
confirmation may bear the facsimile signature of such Person), but Cus-
tomer shall hold Bank harmless for the failure of an Authorized Person
to send such confirmation in writing, the failure of such confirmation
to conform to the telephone instructions received or Bank's failure to
produce such confirmation at any subsequent time. Bank may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer
shall be responsible for safeguarding any testkeys, identification codes
or other security devices which Bank shall make available to Customer or
its Authorized Persons.
12. Standard of Care; Liabilities.
(a) Bank shall be responsible for the performance of only such
duties as are set forth herein or expressly contained in Instructions
which are consistent with the provisions hereof as follows:
(i) Bank shall use reasonable care with respect to its
obligations hereunder and the safekeeping of Assets. Bank shall
be liable to Customer for any loss which shall occur as the result
of the failure of a Subcustodian to exercise reasonable care with
respect to the safekeeping of such Assets to the same extent that
Bank would be liable to Customer if Bank were holding such Assets
in New York. In the event of any loss to Customer by reason of
the failure of Bank or its Subcustodian to utilize reasonable
care, Bank shall be liable to Customer only to the extent of
Customer's direct damages, to be determined based on the market
value of the property which is the subject of the loss at the date
of discovery of such loss and without reference to any special
conditions or circumstances. Bank shall have no liability
whatsoever for any consequential, special, indirect or speculative
loss or damages (including, but not limited to, lost profits)
suffered by Customer in connection with the transactions
contemplated hereby and the relationship established hereby even
if Bank has been advised as to the possibility of the same and
regardless of the form of the action. Bank shall not be
responsible for the insolvency of any Subcustodian which is not a
branch or Affiliate of Bank.
(ii) Bank shall not be responsible for any act, omission,
default or the solvency of any broker or agent which it or a
Subcustodian appoints unless such appointment was made negligently
or in bad faith.
(iii) Bank shall be indemnified by, and without liability
to Customer for any action taken or omitted by Bank whether
pursuant to Instructions or otherwise within the scope hereof if
such act or omission was in good faith, without negligence. In
performing its obligations hereunder, Bank may rely on the
genuineness of any document which it believes in good faith to
have been validly executed.
(iv) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of
any taxes or other governmental charges, and any related expenses
with respect to income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the
advice of counsel (who may be counsel for Customer) on all matters
and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.
(vi) Bank need not maintain any insurance for the benefit
of Customer.
(vii) Without limiting the foregoing, Bank shall not be
liable for any loss which results from: 1) the general risk of
investing, or 2) investing or holding Assets in a particular
country including, but not limited to, losses resulting from
malfunction, interruption of or error in the transmission of
information caused by any machines or system or interruption of
communication facilities, abnormal operating conditions,
nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or
affect the value of Assets.
(viii) Neither party shall be liable to the other for
any loss due to forces beyond their control including, but not
limited to strikes or work stoppages, acts of war (whether
declared or undeclared) or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of
this Section 12, it is specifically acknowledged that Bank shall have no
duty or responsibility to:
(i) question Instructions or make any suggestions to
Customer or an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Securities;
(iii) advise Customer or an Authorized Person regarding any
default in the payment of principal or income of any security
other than as provided in Section 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or other
party to which Securities are delivered or payments are made
pursuant hereto; and
(v) review or reconcile trade confirmations received from
brokers. Customer or its Authorized Persons (as defined in
Section 10) issuing Instructions shall bear any responsibility to
review such confirmations against Instructions issued to and
statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding
that Bank or any of its divisions or Affiliates may have a material
interest in a transaction, or circumstances are such that Bank may have
a potential conflict of duty or interest including the fact that Bank or
any of its Affiliates may provide brokerage services to other customers,
act as financial advisor to the issuer of Securities, act as a lender to
the issuer of Securities, act in the same transaction as agent for more
than one customer, have a material interest in the issue of Securities,
or earn profits from any of the activities listed herein.
13. Fees and Expenses.
Customer shall pay Bank for its services hereunder such amounts as
may be agreed upon in writing, together with Bank's reasonable
out-of-pocket or incidental expenses, including, but not limited to,
legal fees. Bank shall have a lien on and is authorized to charge any
Accounts of Customer for any amount owing to Bank under any provision
hereof.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the
administration of Customer's trading and investment activity, Bank is
authorized to enter into spot or forward foreign exchange contracts with
Customer or an Authorized Person for Customer and may also provide
foreign exchange through its subsidiaries, Affiliates or Subcustodians.
Instructions, including standing instructions, may be issued with
respect to such contracts but Bank may establish rules or limitations
concerning any foreign exchange facility made available. In all cases
where Bank, its subsidiaries, Affiliates or Subcustodians enter into a
foreign exchange contract related to Accounts, the terms and conditions
of the then current foreign exchange contract of Bank, its subsidiary,
Affiliate or Subcustodian and, to the extent not inconsistent, this
Agreement shall apply to such transaction.
(b) Certification of Residency, etc. Customer certifies that it
is a resident of the United States and shall notify Bank of any changes
in residency. Bank may rely upon this certification or the
certification of such other facts as may be required to administer
Bank's obligations hereunder. Customer shall indemnify Bank against all
losses, liability, claims or demands arising directly or indirectly from
any such certifications.
(c) Access to Records. Bank shall allow Customer's independent
public accountant reasonable access to the records of Bank relating to
the Assets as is required in connection with their examination of books
and records pertaining to Customer's affairs. Subject to restrictions
under applicable law, Bank shall also obtain an undertaking to permit
Customer's independent public accountants reasonable access to the
records of any Subcustodian which has physical possession of any Assets
as may be required in connection with the examination of Customer's
books and records.
(d) Governing Law; Successors and Assigns, Captions THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall
not be assignable by either party, but shall bind the successors in
interest of Customer and Bank. The captions given to the sections and
subsections of this Agreement are for convenience of reference only and
are not to be used to interpret this Agreement.
(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 Investment Company assets subject to certain U.S.
Securities and Exchange Commission rules
and regulations;
Neither of the above.
This Agreement consists exclusively of this document together with
Schedule A, Exhibit I and the following Rider(s) [Check applicable
rider(s)]:
ERISA
X INVESTMENT COMPANY
X PROXY VOTING
X SPECIAL TERMS AND CONDITIONS
There are no other provisions hereof and this Agreement supersedes
any other agreements, whether written or oral, between the parties. Any
amendment hereto must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions
hereof are held invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any jurisdiction, the
validity, legality and enforceability of such provision or provisions
under other circumstances or in other jurisdictions and of the remaining
provisions shall not in any way be affected or impaired.
(g) Waiver. Except as otherwise provided herein, no failure or
delay on the part of either party in exercising any power or right
hereunder operates as a waiver, nor does any single or partial exercise
of any power or right preclude any other or further exercise, or the
exercise of any other power or right. No waiver by a party of any
provision hereof, or waiver of any breach or default, is effective
unless in writing and signed by the party against whom the waiver is to
be enforced.
(h) Representations and Warranties. (i) Customer hereby
represents and warrants to Bank that: (A) it has full authority and
power to deposit and control the Securities and cash deposited in the
Accounts; (B) it has all necessary authority to use Bank as its
custodian; (C) this Agreement is its legal, valid and binding
obligation, enforceable in accordance with its terms; (D) it shall have
full authority and power to borrow moneys and enter into foreign
exchange transactions; and (E) it has not relied on any oral or written
representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the
duties of Bank. (ii) Bank hereby represents and warrants to Customer
that: (A) it has the power and authority to perform its obligations
hereunder, (B) this Agreement constitutes a legal, valid and binding
obligation on it; enforceable in accordance with its terms; and (C)
that it has taken all necessary action to authorize the execution and
delivery hereof.
(i) Notices. All notices hereunder shall be effective when
actually received. Any notices or other communications which may be
required hereunder are to be sent to the parties at the following
addresses or such other addresses as may subsequently be given to the
other party in writing: (a) Bank: The Chase Manhattan Bank, 0 Xxxxx
XxxxxXxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Global Custody
Division; and (b) Customer: C/O Xxxxx Xxxxxx Inc., 000 Xxxxxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxx
or Xxxxxxxxx X. Xxxxx.
(j) Termination. This Agreement may be terminated by Customer
or Bank by giving sixty (60) days written notice to the other, provided
that such notice to Bank shall specify the names of the persons to whom
Bank shall deliver the Assets in the Accounts. If notice of termination
is given by Bank, Customer shall, within sixty (60) days following
receipt of the notice, deliver to Bank Instructions specifying the names
of the persons to whom Bank shall deliver the Assets. In either case
Bank shall deliver the Assets to the persons so specified, after
deducting any amounts which Bank determines in good faith to be owed to
it under Section 13. If within sixty (60) days following receipt of a
notice of termination by Bank, Bank does not receive Instructions from
Customer specifying the names of the persons to whom Bank shall deliver
the Assets, Bank, at its election, may deliver the Assets to a bank or
trust company doing business in the State of New York to be held and
disposed of pursuant to the provisions hereof, or to Authorized Persons,
or may continue to hold the Assets until Instructions are provided to
Bank.
(k) Imputation of Certain Information. Bank shall not be held
responsible for and shall not be required to have regard to information
held by any person by imputation or information of which Bank is not
aware by virtue of a "Chinese Wall" arrangement. If Bank becomes aware
of confidential information which in good faith it feels inhibits it
from effecting a transaction hereunder Bank may refrain from effecting
it.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first-above written.
CUSTOMER
By:____________________________________________
Title: Senior Vice President and
Treasurer
Date: December 6, 1996
THE CHASE MANHATTAN BANK
By:____________________________________________
Title:
Date:
00000
XXXXX XX XXX XXXX )
: ss.
COUNTY OF NEW YORK )
On this 6th day of December, 1996, before me personally came Xxxxx X.
Xxxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides in Holmdel, New Jersey at 00 Xxxxxxxx Xxxxx, that he is Senior Vice
President and Treasurer of Customer, the entity described in and which
executed the foregoing instrument; and that he signed his name thereto by
order of said entity.
Xxxxx X. Xxxxxxx
Sworn to before me this 6th
day of December, 1996.
Notary
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this _______ day of December, 1996, before me personally came
, to me known, who being by me duly sworn, did depose and say that he/she
resides in at
; that he/she is a Vice President of THE CHASE MANHATTAN BANK, the corporation
described in and which executed the foregoing instrument; that he/she knows
the seal of said corporation, that the seal affixed to said instrument is such
corporate seal, that it was so affixed by order of the Board of Directors of
said corporation, and that he/she signed his/her name thereto by like order.
Sworn to before me this
day of , 199 .
Notary
EXHIBIT I
Dated December 6, 1996
Xxxxx Xxxxxx World Funds, Inc.
Emerging Market Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
Xxxxx Xxxxxx Natural Resources Fund Inc.
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Diversified Strategic Income Fund
Consulting Group Capital Markets Funds (TRAK)
International Equity Investments
International Fixed Income Investments
Emerging Markets Equity Investments
The Italy Fund
Travelers Series Fund Inc. (Vintage)
GT Global Strategic Income Portfolio
Xxxxx Xxxxxx International Equity Portfolio
Xxxxx Xxxxxx Pacific Basin Portfolio
Travelers Series Trust (Architect)
Lazard International Stock Portfolio
Xxxxx Xxxxxx Series Trust (Symphony)
Diversified Strategic Income Fund
International Equity Fund
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
Each of the Investment Companies listed on Exhibit I to said Global Custody
Agreement
effective December 6, 1996
Customer represents that the Assets being placed in Bank's custody are
subject to the Investment Company Act of 1940, as amended (the "1940 Act"), as
the same may be amended from time to time.
Except to the extent that Bank has specifically agreed to comply with a
condition of a rule, regulation, interpretation promulgated by or under the
authority of the Securities and Exchange Commission ("SEC") or the Exemptive
Order applicable to accounts of this nature issued to Bank (1940 Act, Release
No. 12053, November 20, 1981), as amended, or unless Bank has otherwise
specifically agreed, Customer shall be solely responsible to assure that the
maintenance of Assets hereunder complies with such rules, regulations,
interpretations or exemptive order promulgated by or under the authority of
the Securities Exchange Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
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 1940 Act;
(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) as of the close of its fiscal year most recently
completed prior to the date hereof, (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) as
of the close of its fiscal year most recently completed prior to the
date hereof, (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 further represents that its
Board has determined that the use of each Subcustodian and the terms of each
subcustody agreement are consistent with the best interests of the Fund(s) and
its (their) shareholders. Bank shall supply Customer with any amendment to
Schedule A for approval. Customer has supplied or shall supply Bank with
certified copies of its Board of Directors resolution(s) with respect to the
foregoing prior to placing Assets with any Subcustodian so approved.
Section 11. Instructions.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made pursuant
to Section 5 and 6 hereof may be made only for the purposes listed
below. Instructions must specify the purpose for which any transaction
is to be made and Customer shall be solely responsible to assure that
Instructions are in accord with any limitations or restrictions
applicable to Customer by law or as may be set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise
become payable;
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their terms into other
securities;
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses;
(g) In connection with any borrowings by Customer requiring a pledge of
Securities, but only against receipt of amounts borrowed;
(h) In connection with any loans, but only against receipt of adequate
collateral as specified in Instructions which shall reflect any
restrictions applicable to Customer;
(i) For the purpose of redeeming shares of the capital stock of
Customer and the delivery to, or the crediting to the account of, Bank,
its Subcustodian or Customer's transfer agent, such shares to be
purchased or redeemed;
(j) For the purpose of redeeming in kind shares of Customer against
delivery to Bank, its Subcustodian or Customer's transfer agent of such
shares to be so redeemed;
(k) For delivery in accordance with the provisions of any agreement
among Customer, Bank and a broker-dealer registered under the Securities
Exchange Act of 1934 and a member of The National Association of
Securities Dealers, Inc., relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange, or of any similar 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.
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Each of the Investment Companies Listed on Exhibit I to said Global Custody
Agreement
dated December 6, 1996.
1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures")
furnished to Customer, as the same may be amended by Bank from time to
time on prior notice to Customer. The Procedures are incorporated by
reference herein and form a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by
Bank to Customer of the dates of pending shareholder meetings,
resolutions to be voted upon and the return dates as may be received by
Bank or provided to Bank by its Subcustodians or third parties, and (b)
voting by Bank of proxies based on Customer 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 Proxy Services Bank shall be acting solely as
the agent of Customer, and shall not exercise any discretion with regard
to such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant
Securities are: (i) on loan; (ii) at registrar for registration or
reregistration; (iii) the subject of a conversion or other corporate
action; (iv) not held in a name subject to the control of Bank or its
Subcustodian or are otherwise held in a manner which precludes voting;
(v) not capable of being voted on account of local market regulations or
practices or restrictions by the issuer; or (vi) held in a margin or
collateral account.
6. Customer acknowledges that in certain countries Bank may be unable to
vote individual proxies but shall only be able to vote proxies on a net
basis (e.g., a net yes or no vote given the voting instructions received
from all customers).
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall
in no event sell, license, give or otherwise make the information
provided hereunder available, to any third party, and shall not directly
or indirectly compete with Bank or diminish the market for Proxy
Services by provision of such information, in whole or in part, for
compensation or otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be furnished to
Bank in accordance with Sec.10 of the Agreement. Proxy Services fees shall
be as set forth in Sec.13 of the Agreement or as separately agreed.
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.
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