1
Exhibit 8(b)
SUBCUSTODIAN AGREEMENT
AGREEMENT made this 11th day of March, 1994, between BOSTON SAFE
DEPOSIT AND TRUST COMPANY (hereinafter referred to as "Boston Safe"), a trust
company having its principal office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇,
U.S.A., and Credit Commercial De France (hereinafter referred to as the "Bank"),
a bank organized under the laws of France and having an office at ▇▇▇, ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇.
WHEREAS, Boston Safe has been appointed to act as Trustee, Custodian or
Subcustodian of securities and monies on behalf of certain of its customers
including, without limitation, investment companies subject to the U.S.
Investment Company Act of 1940, as amended, and employee benefit plans subject
to the U.S. Employee Retirement Income Security Act of 1974, as amended; and
WHEREAS, Boston Safe wishes to establish an Account with the Bank to
hold and maintain certain property which Boston Safe holds as custodian,
subcustodian or trustee; and
WHEREAS, Bank agrees to establish such Account and to hold and maintain
all property in the Account in accordance with the terms and conditions herein
set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, Boston Safe and Bank agree as follows:
I. THE ACCOUNT
A. Establishment of the Account
Boston Safe hereby establishes with the Bank an Account which
shall be composed of
(1) a Custody Account (including such sub-accounts as Boston
Safe may request from time to time), for any and all Securities (as hereinafter
defined) from time to time received by Bank therefor, and
(2) a Deposit Account (including such sub-accounts as
Boston Safe may request from time to time) for any and all Cash (as hereinafter
defined) from time to time received by Bank therefor.
Sub-accounts shall be established for each customer of Boston
Safe as requested by Boston Safe.
1
2
B. Use of the Account
The Account shall be used exclusively to hold, acquire,
transfer or otherwise care for, on behalf of Boston Safe as Trustee, Custodian
or Subcustodian and the customers of Boston Safe and not for Boston Safe's own
interest, Securities and such cash or cash equivalents as are transferred to
Bank or as are received in payment of any transfer of, or as payment on, or
interest on, or dividend from, any such Securities (herein collectively called
"Cash").
C. Transfer of Property in the Account
Beneficial ownership of the Securities and Cash in the Account
shall be freely transferable without payment of money or value other than for
custody and administration.
D. Ownership and Segregation of Property in the Account
The ownership of the property in the Account, whether
Securities, Cash or both, and whether any such property is held by Bank or in an
Eligible Depository, shall be clearly recorded on Bank's books as belonging to
Boston Safe on behalf of Boston Safe's customers, and not for Boston Safe's own
interest and, to the extent that Securities are physically held in the Account,
such Securities shall also be physically segregated from the general assets of
Bank, the assets of Boston Safe in its individual capacity and the assets of
Bank's other customers. In addition, Bank shall maintain such other records as
may be necessary to identify the property hereunder as belonging to each
sub-account of the Account.
E. Registration of Securities in the Account
Securities which are eligible for deposit in a depository as
provided for in Paragraph III may be maintained with the depository in an
account for Bank's customers. Securities which are not held in a depository and
that are ordinarily held in registered form will be registered under "Boston
Safe client's" name, unless alternate Instructions are furnished by Boston Safe.
II. SERVICES TO BE PROVIDED BY THE BANK
The services Bank will provide to Boston Safe and the manner in which
such services will be performed will be as set forth below in this Agreement and
the attached Service Standard Agreement (Attachment A). In the event of any
conflict between the Subcustodian Agreement and the Service Standard Agreement,
the Subcustodian Agreement shall prevail.
2
3
A. Services Performed Pursuant to Instructions
All transactions involving the Securities and Cash in the
Account shall be executed solely in accordance with Boston Safe's Instructions
as that term is defined in Paragraph VI hereof, except those described in
paragraph B below.
B. Services to Be Performed Without Instructions
Bank will, unless it receives Instructions from Boston Safe to
the contrary:
(1) Collect Cash
Promptly collect and receive all dividends, income, principal,
proceeds from transfer and other payments with respect to
property held in the Account, and present for payment all
Securities held in the Account which are called, redeemed or
retired or otherwise become payable and all coupons and other
income items which call for payment upon presentation, and
credit Cash receipts therefrom to the Deposit Account;
(2) Exchange Securities
Promptly exchange Securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary Securities for those in definitive form and the
exchange of warrants, or other documents of entitlement to
Securities, for the Securities themselves);
(3) Sale of Rights and Fractional Interests
Whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or
stock split is received for the Account and such rights
entitlement or fractional interest bears an expiration date,
Bank will promptly endeavor to obtain Boston Safe's
Instructions, but should these not be received in time for
Bank to take timely action, Bank is authorized to sell such
rights entitlement or fractional interest and to credit the
Account;
3
4
(4) Execute Certificates
Execute in Boston Safe's name for the Account, whenever Bank
deems it appropriate, such ownership and other certificates as
may be required to obtain the payment of income from the
securities held in the Account;
(5) Pay Taxes and Receive Refunds
To pay or cause to be paid from the Account any and all taxes
and levies in the nature of taxes imposed on the property in
the Account by any governmental authority, and to take all
steps necessary to obtain all tax exemptions, privileges or
other benefits, including reclaiming and recovering any
foreign withholding tax, relating to the Account and to
execute any declarations, affidavits, or certificates of
ownership which may be necessary in connection therewith; and
(6) Prevent Losses
Take such steps as may be reasonably necessary to secure or
otherwise prevent the loss of rights attached to or otherwise
relating to property held in the Account.
C. Additional Services
1. Transmission of Notices of Corporate Action
By such means as will permit Boston Safe to take
timely action with respect thereto, Bank will promptly notify Boston Safe upon
receiving notices or reports, or otherwise becoming aware, of corporate action
affecting Securities held in the Account (including, but not limited to, calls
for redemption, mergers, consolidations, reorganizations, recapitalizations,
tender offers, rights offerings, exchanges, subscriptions and other offerings)
and dividend, interest and other income payments relating to such Securities.
2. Communications Regarding the Exercise of Rights
Upon request by Boston Safe, Bank will promptly
deliver, or cause any Eligible Depository authorized and acting hereunder to
deliver, to Boston Safe all notices, proxies, proxy soliciting materials and
other communications that call for voting or the exercise of rights or other
specific action (including material relative to legal proceedings intended to be
transmitted to security holders) relating to Securities held in the Account to
the extent received by Bank or said Eligible Depository, such proxies or any
voting instruments to be executed by the registered holder of the Securities,
but without indicating the manner in which such Securities are to be voted.
4
5
3. Monitor Financial Service
In furtherance of its obligations under this
Agreement, Bank will monitor French financial publications with respect to
announcements and other information respecting property held in the Account,
including announcements and other information with respect to corporate actions
and dividend, interest and other income payments.
III. USE OF SECURITIES DEPOSITORY
Bank may, with the prior written approval of Boston Safe, maintain all
or any part of the Securities in the Account with a securities depository or
clearing agency which is incorporated or organized under the laws of a country
other than the United States of America and is supervised or regulated by a
government agency or regulatory authority in the foreign jurisdiction having
authority over such depositories or agencies, and which operates (a) the central
system for handling of securities or equivalent book entries in France, (b) a
transnational system for the central handling of securities or equivalent book
entries, or (c) is the subject of an exemptive order issued by the U.S.
Securities and Exchange Commission with respect to the requirements for a
securities depository under Rule 17f-5 of the U.S. Investment Company Act of
1940 (herein called "Eligible Depository"), provided, however, that while so
maintained such Securities shall be subject only to the directions of Bank, and
that Bank's duties, obligations and responsibilities with regard to such
Securities shall be the same as if such Securities were held by Bank. In seeking
Boston Safe's approval with respect to an Eligible Depository, Bank shall submit
a copy of its agreement with such Eligible Depository to Boston Safe.
IV. CLAIMS AGAINST PROPERTY IN THE ACCOUNT
The property in the Account shall not be subject to any right, charge,
security interest, lien or claim of any kind (collectively "Charges") in favor
of Bank or any Eligible Depository or any creditor of Bank or of any Eligible
Depository, except a claim for payment for such property's safe custody or
administration in accordance with the terms of this Agreement. Bank will
immediately notify Boston Safe of any attempt by any party to assert any Charge
against the property held in the Account and shall take all lawful actions to
protect such property from such Charges until Boston Safe has had a reasonable
time to respond to such notice.
5
6
V. QUALIFICATION OF BANK AS SUBCUSTODIAN
Bank represents and warrants that:
(A) it is a branch of a "qualified U.S. bank" or an "eligible foreign
custodian" as those terms are defined in Rule 17f-5 of the U.S. Investment
Company Act of 1940, a copy of which is attached hereto as Attachment A (the
"Rule"), and Bank shall immediately notify Boston Safe, in writing or by other
authorized means, in the event that there appears to be a substantial likelihood
that Bank will cease to qualify under the Rule as currently in effect or as
hereafter amended, or if in fact it does cease to qualify for any reason, or
(B) it is the subject of an exemptive order issued by the U.S.
Securities and Exchange Commission, which order permits Boston Safe to employ
Bank notwithstanding the fact that Bank fails to qualify under the terms of the
Rule, and Bank shall immediately notify Boston Safe, in writing or by other
authorized means, if for any reason it is no longer covered by such exemptive
order.
Upon receipt of any such notification required under (A) or
(B) of this Paragraph, Boston Safe may terminate this Agreement immediately
without prior notice to Bank.
VI. DEFINITIONS
A. Instructions
The term "Instructions" means (1) instructions in writing
signed by authorized individuals designated as such by Boston Safe, (2) SWIFT or
tested telex instructions of Boston Safe, (3) other forms of instructions in
computer readable form as shall customarily be used for the transmission of like
information, and (4) such other forms of communication as from time to time may
be agreed upon by Boston Safe and Bank; which Bank believes in good faith to
have been given by Boston Safe or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Boston Safe may specify.
Unless otherwise expressly provided, all Instructions shall
continue in full force and effect until cancelled or superseded. Bank shall act
in accordance with Instructions and shall not be liable for any act or omission
in respect of any Instruction except in the case of willful default, negligence,
fraud, bad faith, willful misconduct, or reckless disregard of duties on the
part of Bank. Bank in executing all Instructions will take relevant action in
accordance with accepted industry practice.
6
7
B. Account
The term "Account" means collectively the Custody Account and
its sub-accounts, and the Deposit Account and its sub-accounts.
C. Securities
The term "Securities" includes, without limitation, stocks,
shares, bonds, debentures, debt securities (convertible or non-convertible),
bullion, notes, or other obligations or securities and any certificates,
receipts, futures contracts, foreign exchange contracts, options, warrants,
script or other instruments representing rights to receive, purchase, or
subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets.
VII. MISCELLANEOUS PROVISIONS
A. Statements Regarding the Account
Bank will supply Boston Safe with such statements regarding
the Account as Boston Safe may request, including the identity and location of
any Eligible Depository authorized and acting hereunder. In addition, Bank will
supply to Boston Safe an advice or notification of any transfers of Securities
to or from the Account indicating, as to Securities acquired for the Account, if
applicable, the Eligible Depository having physical possession of such
Securities.
B. Examination of Books and Records
Bank agrees that its books and records relating to the Account
and Bank's actions under this Agreement shall be open to the physical,
on-premises inspection and audit at reasonable times by officers of, auditors
employed by, or other representatives of Boston Safe (including to the extent
permitted under French law the independent public accountants for any customer
of Boston Safe whose property is being held hereunder) and such books and
records shall be retained for such period as shall be agreed upon by Boston Safe
and Bank.
As Boston Safe may reasonably request from time to time, Bank
will furnish its auditor's reports on its system of internal controls, and Bank
will use its best efforts to obtain and furnish similar reports of any Eligible
Depository authorized and acting hereunder.
7
8
C. Standard of Care
Bank shall exercise reasonable care in holding, maintaining,
servicing and disposing of property under this Agreement, and in fulfilling any
other obligations hereunder, provided that Bank shall exercise at least the same
standard of care as it exercises over its own assets and the degree of care
expected of a prudent professional subcustodian for hire and shall assume the
burden of proving that it has exercised such care in its maintenance of property
held by Bank in the Account and Securities held in an Eligible Depository shall
not affect Bank's standard of care, and Bank will remain as fully responsible
for any loss or damage to such Securities as if it itself had retained physical
possession of them. Bank shall indemnify and hold harmless Boston Safe, the
Account and each of Boston Safe's customer to the extent of each such customer's
interest in the Account from and against any loss, damage, cost, expense,
liability or claim (including reasonable attorneys' fees) arising out of or in
connection with the improper or negligent performance or the nonperformance of
the duties of the Bank. Bank shall maintain adequate policies of insurance with
recognized insurance carriers in support of Bank's indemnification and otherwise
covering any loss of the property held under this Agreement.
Subject to the foregoing, Bank shall be responsible for
complying with all provisions of the law of France, or any other law, applicable
to Bank in connection with its duties hereunder, including (but not limited to)
the payment of all transfer or similar taxes and compliance with any currency
restrictions and securities laws.
D. Loss of Cash or Securities
Bank agrees that, in the event of any loss of Securities or
Cash in the Account, Bank will use its best efforts to ascertain the
circumstances relating to such loss and will promptly report the same to Boston
Safe.
E. Compensation of Bank
Boston Safe agrees to pay to Bank from time to time such
compensation for its services and such out-of-pocket or incidental expenses of
Bank pursuant to this Agreement as may be mutually agreed upon in writing from
time to time.
8
9
F. Termination
Except as otherwise provided herein, this Agreement may be
terminated by Bank or Boston Safe on 60 days' written notice to the other party,
sent by registered mail, provided that any such notice, whether given by Bank or
Boston Safe, shall be followed within 60 days by Instructions specifying the
names of the persons to whom Bank shall deliver the Securities in the Account
and to whom the Cash in the Account shall be paid. If within 60 days following
the giving of such notice of termination, Bank does not receive such
instructions, Bank shall continue to hold such Securities and Cash subject to
this Agreement until such Instructions are given. The obligations of the parties
under Paragraphs VIIC and VIIE of this Agreement shall survive the termination
of this Agreement.
G. Notices
Unless otherwise specified in this Agreement, all notices and
communications with respect to matters contemplated by this Agreement shall be
in writing, and delivered by mail, postage prepaid, or confirmed telex, to the
following addresses (or to such other address as either party hereto may from
time to time designate by notice duly given in accordance with this Paragraph):
To Bank:
CCF
▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
SWIFT: ▇▇▇▇▇▇▇▇
Telex: 645300F
Tel: ▇▇▇ ▇▇▇▇ ▇▇▇▇
To Boston Safe:
Boston Safe Deposit and Trust Company
▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SWIFT: BSDTUS33GBL
Telex: 618 7612 BOSTONCO
Tel: (▇▇▇) ▇▇▇ ▇▇▇▇
9
10
H. Confidentiality
Bank and Boston Safe shall each use its best efforts to
maintain the confidentiality of the property in the Account and the beneficial
owners thereof, subject, however, to the provisions of any laws requiring
disclosure. In addition, Bank shall safeguard any testkeys, identification codes
or other security devices which Boston Safe shall make available to it.
I. Assignment
This Agreement shall not be assignable by either party but
shall bind any successor in interest of Boston Safe and Bank, respectively.
J. Governing Law
This Agreement shall be governed by and construed in
accordance with the laws of Massachusetts except to the extent that such laws
are preempted by the laws of the United States of America. To the extent
inconsistent with this Agreement, Bank's rules and conditions regarding accounts
generally or custody accounts specifically shall not apply.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed by their respective officers thereunto duly authorized.
BOSTON SAFE DEPOSIT AND TRUST COMPANY
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
CREDIT COMMERCIAL DE FRANCE
/s/ ▇▇▇▇▇▇▇ ▇. DE LENCQUESAING
--------------------------------------
By: ▇▇▇▇▇▇▇ ▇. de Lencquesaing
Title: Executive Vice President
10
11
ATTACHMENT A
SERVICE STANDARD AGREEMENT
This agreement entered into on this 11th day of March, 1994, by and between
Boston Safe Deposit and Trust Co., a trust company organized under the laws of
the United States of America (the "Custodian"), and Credit Commercial de France,
a bank organized under the laws of France (the "Subcustodian"), will serve as
Attachment A to the Global Subcustodian Agreement entered into by the parties on
March 11, 1994.
This agreement may be amended at any time by mutual agreement of the parties and
will supersede any previous service agreement.
Now, therefore, the Custodian and the Subcustodian hereby agree as follows:
1. COMMUNICATIONS
The primary means of communication for transactional information will be the
Society for Worldwide Interbank Financial Telecommunications (SWIFT) system.
Identifications of specific message types are detailed in each of the respective
sections of this agreement.
Tested telex, facsimile, telephone and other electronic communication devices
may be used based on mutual agreement of the Custodian and the Subcustodian. In
the event instructions and/or advices are communicated via telex or facsimile
the format of such instructions will follow that of the appropriate SWIFT
message.
The following communication addresses are to be used for all correspondence
concerning the relationship:
Boston Safe Deposit and Trust Company
SWIFT Address: ▇▇▇▇▇▇▇▇▇▇▇
Telex: ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Mailing Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
U.S.A.
Attn: Global Custody Division, 027-003A
Credit Commercial de France
SWIFT Address: ▇▇▇▇▇▇▇▇
Telex: 645300F
Fax: 331 2648 3683
Mailing Address: ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
-1-
12
2. TELEPHONE COVERAGE/INQUIRIES
(a) The subcustodian will maintain telephone coverage during their
local business hours except holidays; Monday - Friday, 8:30
a.m. to 6:30 p.m.
(b) Inquiries from the custodian will be responded to by the
subcustodian within 24 hours from receipt of the inquiry. If
additional time is required to respond to an inquiry, the
timetable for completion will be given.
3. SECURITIES PROCESSING
3.1. NOTIFICATION TO THE SUBCUSTODIAN:
(a) The Custodian will communicate purchase and sale transaction
instructions via the following SWIFT messages:
MT520 - Receive Free
MT521 - Receive Against Payment
MT522 - Deliver Free
MT523 - Deliver Against Payment
Exhibit A shows the minimum information required for each
message type.
(b) All transactions will be settled according to the French
market procedures. (Under RELIT procedures, as soon as a
transaction is matched, the settlement is irrevocable. The
only situation where an entry would be reversed are the
bankruptcy of the counterparty or the unavailability of the
security on the market for a period of 10 days after the
settlement date).
(c) The Subcustodian will not settle any trade without specific
instructions from the Custodian.
(d) The deadline for receipt of instructions by the Subcustodian
in order for the transaction to settle on the contracted
settlement date is 11:00 am for same day transactions, 5:00 pm
for next day transactions, Paris time. All instructions
received after this stated deadline will be handled on a best
effort basis.
(e) Upon receipt of transaction instructions the Subcustodian will
match the trade details with the counterparty.
Note: The applicable security transactions are automatically
matched in the RELIT system.
(f) If the trade details do not match, or the counterparty's
instruction is missing, the Subcustodian will promptly notify
the Custodian via a SWIFT 573. In case of mismatching, the
details of the counterparty's instruction will be given via
SWIFT 599. If problems are encountered near or on settlement
date, the Subcustodian will inform the Custodian via
telephone. If the Custodian changes the trade details the
corrected instructions will be communicated via authenticated
message.
-2-
13
3.2. NOTIFICATION TO THE CUSTODIAN
(a) The Subcustodian will confirm each security transaction to the
Custodian via the relevant SWIFT MT53X message:
MT530 - Confirmation of Receive Free
MT531 - Confirmation of Receive Against Payment
MT532 - Confirmation of Deliver Free
MT533 - Confirmation of Deliver Against Payment
NOTE: The transaction reference number supplied in field 20 of
the 52X message must be contained in field 21 of the MT53X.
Exhibit B shows the minimum information required for each
message type.
(b) The confirmation messages will be transmitted to the Custodian
before 9:30 a.m. Boston time on the day the trade has settled.
(c) The confirmation messages for free delivery and free receipt
instructions identified as stock loan transactions in field 72
of the SWIFT MT520 and SWIFT MT521 will be transmitted to the
Custodian before 9:30 a.m. Boston time on the day the trade
has settled.
(d) Transactions will be settled as long as the net amount of the
transactions is within FF 10 plus or minus of the trade.
Transactions should not be settled if there is a difference in
the number of shares between the broker and the Custodian's
instructions. Differences will be communicated to the
custodian for resolution.
(e) Unless instructed otherwise, all securities will be
re-registered upon settlement of the transaction. Due to
market practice, registration will not impede the Custodian's
ability to settle delivery transactions immediately following
receipt transactions.
4. INCOME COLLECTION
(a) Income will be credited to the operating account on payable
date.
(b) A SWIFT MT551 preadvice of income will be transmitted to the
Custodian by the Subcustodian within 24 hours of the dividend
announcement. A further SWIFT MT551 preadvice will be sent 2
days before pay date.
(c) The Subcustodian will notify the Custodian of income collected
via SWIFT MT554 message. Each message must contain the
following information:
Security Name Rate per share
Ex date Gross amount
Pay date Tax withheld
Number of shares Net amount
(d) Confirmation of credit of funds to the account will be via the
SWIFT MT554 on payable date by 9:30 a.m. Boston time.
(e) Claims for collection of past due income will be initiated by
the Subcustodian on payable date.
-3-
14
(f) The past due income will be collected from the counterparty
upon settlement of the relevant security transaction. All
collected income will be credited with good value of the
original payable date.
5. TAX RECLAIMS
(a) The Subcustodian will be responsible for preparing all reclaim
forms for applicable clients and securities.
(b) The Custodian will provide the Subcustodian with a listing of
income upon which tax is to be reclaimed each time income is
paid.
(c) The Subcustodian will prepare a reclaim form for each
beneficial owner upon receipt of the custodian's information
and will forward these to the subcustodian for signature.
(d) The Custodian will send back the forms, duly signed, to the
Subcustodian. The Subcustodian will them forward the package
to the local tax authorities. The reclaim forms fully
completed and related dividends paid from January to August
are filed with the tax authorities during the first week of
October of the same year. Additional filings will be made
monthly for late collection.
(e) The reclaim forms will indicate that the reclaimed funds
should be sent to the Subcustodian and credited to the
operating account of the Custodian.
6. CORPORATE ACTIONS
(a) The Subcustodian will immediately notify the Custodian by
authenticated message of any action effecting securities held
by the Subcustodian for the Custodian. Entitlement of holders
will be included in this information.
(b) Corporate action notifications will be communicated to the
Custodian via SWIFT MT551 message format.
(c) Each notification will include the latest date on which the
Custodian must provide instructions to the Subcustodian.
(d) The Subcustodian is to act only upon the specific instruction
of the Custodian. The Custodian will, on all actions, supply
the Subcustodian with instructions.
(e) On those actions that require a decision to be returned to the
Subcustodian, the Custodian will transmit the instructions via
SWIFT.
(f) The Subcustodian assumes responsibility for the results of any
action taken by the Subcustodian without or contrary to
instructions received from the Custodian.
(g) Maturities, redemptions and any other action that results in
the Subcustodian collecting cash from tendered or redeemed
securities will be credited to the operating account on the
stated payable or maturity date.
-4-
15
7. PROXY PROCESSING
(a) The Subcustodian will advise the Custodian of all meetings,
Annual, Extraordinary or other as soon as such information
becomes available.
(b) The information supplied by the Subcustodian will consist of
the following:
1) A SWIFT MT560 which included the following
information:
- Name of the corporation
- Date of the venue of the meeting
- Location
- Nature of the Meeting
2) A Summary translated into English of the meeting
agenda published on the B.A.L.O. (Bulletin des
Annonces Legales Obligatoires) will be sent by
facsimile.
(c) The Custodian will notify the Subcustodian of how many voting
forms will be needed. The Subcustodian will then collect the
necessary number of voting forms from the corporation and mail
them to the Custodian together with the original meeting
announcement from the corporation (in English when available).
(d) The Custodian will return the forms to the Subcustodian after
they have been completed and signed.
(e) Upon receipt of the forms, the Subcustodian will present the
voting forms to the operation agent at the shareholders
meeting.
(f) The Subcustodian will confirm to the Custodian, the votes that
are lodged and the securities that are frozen for
participation in the general meeting via SWIFT MT 599.
8. CASH PROCESSING
(a) An account will be established in the name of the Custodian to
facilitate trade settlement, income collection, corporate
action processing, tax reclamations, clean payments and other
cash movements as directed by the Custodian.
(b) The Custodian will pre-advise the Subcustodian of all incoming
funds and outgoing payments.
(c) Instructions to pay funds will be communicated via SWIFT
MT202. No payments may be made from the account without
instructions from the Custodian.
(d) Pre-advice of credit funds will be communicated via SWIFT
MT210.
(e) Payment and receipt of funds confirmation will be communicated
to the Custodian the same day activity by 10:00 p.m. Paris
time in the following way:
Incoming funds: SWIFT MT910's.
-5-
16
Outgoing funds: SWIFT MT950's. Cash debit and/or credit
confirmations must indicate the transactions number indicated
on the original MT202 and MT5XX.
(f) The deadline for receipt of instructions by the Subcustodian
to complete an external payment on the same day the
instruction is received is 11:00 a.m. Paris time.
(g) The deadline for receipt of instructions, by the Subcustodian,
to complete internal payments on the same day the instruction
is received is any time prior to 5 p.m. Paris time.
Instructions received after these times will be executed on a
best effort basis.
(i) Failure to pay funds or properly credit funds will be the
responsibility of the Subcustodian.
9. CASH MANAGEMENT
(a) An omnibus account and a series of accounts will be
established in the name of the Custodian for the benefit of
its clients. These accounts will be used to facilitate the
investment of client owned cash.
(b) All funds received or paid on any given day will be in
immediately available funds and incorporated into balances for
that day.
(c) The account will earn credit interest at an annual rate of the
Money Market rate minus .25%.
(d) The account will incur interest on debit balances at the Money
Market Rate plus 1.00%.
(e) The Subcustodian will notify the Custodian each quarter the
average debit interest rate applying to the previous month.
(f) The Subcustodian will pass credit and debit interest, by the
10th business day of the first of each quarter.
(g) The credit and debit amounts will be netted but the interest
statement will give a clear detail of these two amounts.
(h) The Subcustodian will provide quarterly interest statement
detailing the cash activity and interest for the quarter.
(i) If the Custodian chooses to direct investment balances, the
Custodian will contact the Treasury Department of the
Subcustodian to negotiate the investment.
(j) The deadline to place funds is 10 a.m. Paris time. A minimum
investment of FF 500,000 is required.
-6-
17
10. REPORTING
(a) The Subcustodian will transmit the SWIFT MT571 messages to the
Custodian on the last business day of each month.
(b) The pending transactions will be advised to the Custodian
daily via MT573 and will include if a trade is
matched/unmatched in RELIT. Mismatched trades will also be
advised by SWIFT MT599 five days before settlement date.
(c) The Custodian, may also request MT572 messages from the
Subcustodian for security transactions.
11. FEE PROCESSING
(a) The Subcustodian will be compensated by the Custodian based on
the schedules detailed in Exhibit C. The schedules may be
altered upon mutual agreement of the parties.
(b) Fees will not be charged from individual transactions.
(c) Transaction and out of pocket fees will be charged monthly and
the custody fee will be charged quarterly in arrears.
(d) The Subcustodian will provide the Custodian with an invoice by
the tenth business day of the following month detailing the
charges levied against the Custodian for the period.
(e) The Custodian will review the invoice and advise the
Subcustodian via SWIFT of acceptance of the invoice or of a
discrepancy by the 25th business day.
(f) In the event of a discrepancy, the Custodian will authorize
payment of the invoice that is not in question and work with
the Subcustodian to resolve the fees in question.
BOSTON SAFE DEPOSIT AND TRUST COMPANY
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President
ATTEST: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
CREDIT COMMERCIAL DE FRANCE
BY: /s/ ▇▇▇▇▇▇▇ ▇. DE LENCQUESAING
----------------------------------------------------
▇▇▇▇▇▇▇ ▇. de Lencquesaing, Executive Vice President
ATTEST: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
-7-