1
Ex-99.8
[LOGO CHASE]
GLOBAL
CUSTODY
AGREEMENT
2
This AGREEMENT is effective December 24, 1992, and is between THE CHASE
MANHATTAN BANK, N.A. (the "Bank") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ FUNDAMENTAL GROWTH FUND,
INC. (the "Customer").
1. Customer Accounts.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
(a) a custody account in the name of the Customer ("Custody
Account") for any and all stocks, shares, bonds, debentures, notes, mortgages
or other obligations for the payment of money, bullion, coin and any
certificates, receipts, warrants or other instruments representing rights to
receive, purchase or subscribe for the same or evidencing or representing any
other rights or interests therein and other similar property whether
certificated or uncertificated as may be received by the Bank or its
Subcustodian (as defined in Section 3) for the account of the Customer
("Securities"); and
(b) a deposit account in the name of the Customer ("Deposit
Account") for any and all cash in any currency received by the Bank or its
Subcustodian for the account of the Customer, which cash shall not be subject
to withdrawal by draft or check.
The Customer warrants its authority to: 1) deposit the cash and
Securities ("Assets") received in the Accounts and 2) give Instructions (as
defined in Section 11) concerning the Accounts. The Bank may deliver
securities of the same class in place of those deposited in the Custody
Account.
Upon written agreement between the Bank and the Customer, additional
Accounts may be established and separately accounted for as additional Accounts
under the terms of this Agreement.
2. Maintenance of Securities and Cash at Bank and Subcustodian Locations.
Unless Instructions specifically require another location acceptable to
the Bank:
(a) Securities will be held in the country or other jurisdiction in
which the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(b) cash will be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and the Bank can comply with such
Instructions, the Bank is authorized to maintain cash balances on deposit for
the Customer with itself or one of its affiliates at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as the Customer may direct, if acceptable to the Bank.
If the Customer wishes to have any of its Assets held in the custody of
an institution other than the established Subcustodians or their securities
depositories, such arrangement must be authorized by a written agreement,
signed by the Bank and the Customer.
3. Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the subcustodians listed
in Schedule A of this Agreement with which the Bank has entered into
subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank to
hold Assets in the Accounts in accounts which the Bank has established with one
or more of its branches or Subcustodians. The Bank and Subcustodians are
authorized to hold any of the Securities in their account with any securities
depository in which they participate.
The Bank reserves the right to add new, replace or remove
Subcustodians. The Customer will be given reasonable notice by the Bank of any
amendment to Schedule A. Upon request by the Customer, the Bank will identify
the name, address and principal place of business of any Subcustodian of the
Customer's Assets and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such Subcustodian.
4. Use of Subcustodian.
(a) The Bank will identify Assets on its books as belonging to the
Customer.
(b) A Subcustodian will hold Assets together with assets belonging
to other customers of the Bank in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of the
Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be
subject only to the instructions of the Bank or its agent. Any Securities held
in a securities depository for the account of a Subcustodian will be subject
only to the instructions of such Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for
holding its customer's assets shall provide that such assets will not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of such Subcustodian except for safe custody or administration, and that
the beneficial ownership of such assets will be freely transferable without the
payment of money or value other than for safe custody or administration. The
foregoing shall not apply to the extent of any special agreement or arrangement
made by the Customer with any particular Subcustodian.
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5. Deposit Account Transactions.
(a) The Bank or its Subcustodians will make payments from the
Deposit Account upon receipt of Instructions which include all information
required by the Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, the Bank, in its
discretion, may advance the Customer such excess amount which shall be deemed a
loan payable on demand, bearing interest at the rate customarily charged by the
Bank on similar loans.
(c) If the Bank credits the Deposit Account on a payable date, or
at any time prior to actual collection and reconciliation to the Deposit
Account, with interest, dividends, redemptions or any other amount due, the
Customer will promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary course
of business or (ii) that such amount was incorrectly credited. If the Customer
does not promptly return any amount upon such notification, the Bank shall be
entitled, upon oral or written notification to the Customer, to reverse such
credit by debiting the Deposit Account for the amount previously credited. The
Bank or its Subcustodian shall have no duty or obligation to institute legal
proceedings, file a claim or a proof of claim in any insolvency proceeding or
take any other action with respect to the collection of such amount, but may
act for the Customer upon instructions after consultation with the Customer.
6. Custody Account Transactions.
(a) Securities will be transferred, exchanged or delivered by the
Bank or its Subcustodian upon receipt by the Bank of Instructions which include
all information required by the Bank. Settlement and payment for Securities
received for, and delivery of Securities out of, the Custody Account may be
made in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivery of
Securities to a purchaser, dealer or their agents against a receipt with the
expectation of receiving later payment and free delivery. Delivery of
Securities out of the Custody Account may also be made in any manner
specifically required by Instructions acceptable to the Bank.
(b) The Bank, in its discretion, may credit or debit the Accounts
on a contractual settlement date with cash or Securities with respect to any
sale, exchange or purchase of Securities. Otherwise, such transactions will be
credited or debited to the Accounts on the date cash or Securities are actually
received by the Bank and reconciled to the Accounts.
(i) The Bank may reverse credits or debits made to the
Accounts in its discretion if the related transaction fails to
settle within a reasonable period, determined by the Bank in
its discretion, after the contractual settlement date for the
related transaction.
(ii) If any Securities delivered pursuant to this Section 6
are returned by the recipient thereof, the Bank may reverse
the credits and debits of the particular transaction at any
time.
7. Actions of the Bank.
The Bank shall follow Instructions received regarding Assets held in
the Accounts. However, until it receives Instructions to the contrary, the
Bank will perform the following functions.
(a) Present for payment any Securities which are called, redeemed
or retired or otherwise become payable and all coupons and other income items
which call for payment upon presentation, to the extent that the Bank or
Subcustodian is actually aware of such opportunities.
(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for
definitive Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or any
Subcustodian.
(e) Issue statements to the Customer, at times mutually agreed
upon, identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of the
Assets. Unless the Customer sends the Bank a written exception or objection
to any Bank statement within sixty days of receipt, the Customer shall be
deemed to have approved such statement. In such event, or where the Customer
has otherwise approved any such statement, the Bank shall, to the extent
permitted by law, be released, relieved and discharged with respect to all
matters set forth in such statement or reasonably implied therefrom as though
it had been settled by the decree of a court of competent jurisdiction in an
action where the Customer and all persons having or claiming an interest in
the Customer or the Customer's Accounts were parties.
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All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of the
Customer. The Bank shall have no liability for any loss occasioned by delay in
the actual receipt of notice by the Bank or by its Subcustodians of any
payment, redemption or other transaction regarding Securities in the Custody
Account in respect of which the Bank has agreed to take any action under this
Agreement.
8. Corporate Actions; Proxies.
Whenever the Bank receives information concerning the Securities which
requires discretionary action by the beneficial owner of the Securities (other
than a proxy), such as subscription rights, bonus issues, stock repurchase
plans and rights offerings, or legal notices or other material intended to be
transmitted to securities holders ("Corporate Actions"), the Bank will give the
Customer notice of such Corporate Actions to the extent that the Bank's central
corporate actions department has actual knowledge of a Corporate Action in time
to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, the Bank will endeavor to obtain
instructions from the Customer or its Authorized Person, as defined in Section
10, but if Instructions are not received in time for the Bank to take timely
action, or actual notice of such Corporate Action was received too late to seek
Instructions, the Bank is authorized to sell such rights entitlement or
fractional interest and to credit the Deposit Account with the proceeds or take
any other action it deems, in good faith, to be appropriate in which case it
shall be held harmless for any such action.
The Bank will deliver proxies to the Customer or its designated agent
pursuant to special arrangements which may have been agreed to in writing.
Such proxies shall be executed in the appropriate nominee name relating to
Securities in the Custody Account registered in the name of such nominee but
without indicating the manner in which such proxies are to be voted; and where
bearer Securities are involved, proxies will be delivered in accordance with
Instructions.
9. Nominees.
Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities
depository, as the case may be. The Bank may, without notice to the Customer,
cause any such Securities to cease to be registered in the name of any such
nominee and to be registered in the name of the Customer. In the event that
any Securities registered in a nominee name are called for partial redemption
by the issuer, the Bank may allot the called portion to the respective
beneficial holders of such class of security in any manner the Bank deems to be
fair and equitable. The Customer agrees to hold the Bank, Subcustodians, and
their respective nominees harmless from any liability arising directly or
indirectly from their status as a mere record holder of Securities in the
Custody Account.
10. Authorized Persons.
As used in this Agreement, the term "Authorized Person" means employees
or agents including investment managers as have been designated by written
notice from the Customer or its designated agent to act on behalf of the
Customer under this Agreement. Such persons shall continue to be Authorized
Persons until such time as the Bank receives Instructions from the Customer or
its designated agent that any such employee or agent is no longer an Authorized
Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized Person
received by the Bank, via telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess or electronic instruction or trade information system
acceptable to the Bank which the Bank believes in good faith to have been given
by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Bank may specify.
Unless otherwise expressly provided, all Instructions shall continue in full
force and effect until cancelled or superseded.
Any Instructions delivered to the Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but the Customer will hold
the Bank harmless for the failure of an Authorized Person to send such
confirmation in writing, the failure of such confirmation to conform to the
telephone instructions received or the Bank's failure to produce such
confirmation at any subsequent time. Either Party may electronically record
any Instructions given by telephone, and any other telephone discussions with
respect to the Custody Account. The Customer shall be responsible for
safeguarding any testkeys, identification codes or other security devices which
the Bank shall make available to the Customer or its Authorized Persons.
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12. Standard of Care; Liabilities.
(a) The Bank shall be responsible for the performance of only such
duties as are set forth in this Agreement or expressly contained in
Instructions which are consistent with the provisions of this Agreement.
(i) The Bank will use reasonable care with respect
to its obligations under this Agreement and the safekeeping of
Assets. The Bank shall be liable to the Customer for any loss
which shall occur as the result of the failure of a
Subcustodian to exercise reasonable care with respect to the
safekeeping of such Assets to the same extent that the Bank
would be liable to the Customer if the Bank were holding such
Assets in New York. In the event of any loss to the Customer
by reason of the failure of the Bank or its Subcustodian to
utilize reasonable care, the Bank shall be liable to the
Customer only to the extent of the Customer's direct damages,
to be determined based on the market value of the property
which is the subject of the loss at the date of discovery of
such loss and without reference to any special conditions or
circumstances.
(ii) The Bank will not be responsible for any act,
omission, default or for the solvency of any broker or agent
which it or a Subcustodian appoints unless such appointment was
made negligently or in bad faith.
(iii) The Bank shall be indemnified by, and without
liability to the Customer for any action taken or omitted by
the Bank whether pursuant to Instructions or otherwise within
the scope of this Agreement if such act or omission was in good
faith, without negligence. In performing its obligations under
this Agreement, the Bank may rely on the genuineness of any
document which it believes in good faith to have been validly
executed.
(iv) The Customer agrees to pay for and hold the
Bank harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other governmental
charges, and any related expenses with respect to income from
or Assets in the Accounts.
(v) The Bank shall be entitled to rely, and may act
upon the advice of counsel (who may be counsel for the
Customer) on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice.
(vi) The Bank need not maintain any insurance for
the benefit of the Customer.
(vii) Without limiting the foregoing, the Bank shall
not be liable for any loss which results from: 1) the general
risk of investing, or 2) investing or holding Assets in a
particular country including, but not limited to, losses
resulting from nationalization, expropriation or other
governmental actions; regulation of the banking or securities
industry; currency restrictions, devaluations or fluctuations;
and market conditions which prevent the orderly execution of
securities transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other for
any loss due to forces beyond their control including, but not
limited to strikes or work stoppages, acts of war or terrorism,
insurrection, revolution, nuclear fusion, fission or radiation,
or acts of God.
(b) Consistent with and without limiting the first paragraph of
this Section 12, it is specifically acknowledged that the Bank shall have no
duty or responsibility to:
(i) question Instructions or make any suggestions
to the Customer or an Authorized Person regarding such
Instructions;
(ii) supervise or make recommendations with respect
to investments or the retention of Securities;
(iii) advise the Customer or an Authorized Person
regarding any default in the payment of principal or income of
any security other than as provided in Section 5(c) of this
Agreement;
(iv) evaluate or report to the Customer or an
Authorized Person regarding the financial condition of any
broker, agent or other party to which Securities are delivered
or payments are made pursuant to this Agreement; or
(v) review or reconcile trade confirmations
received from brokers. The Customer or its Authorized Persons
issuing Instructions shall bear any responsibility to review
such confirmations against Instructions issued to and
statements issued by the Bank.
(c) The Customer authorizes the Bank to act under this Agreement
notwithstanding that the Bank or any of its divisions or affiliates may have a
material interest in a transaction, or circumstances are such that the Bank may
have a potential conflict of duty or interest including the fact that the Bank
or any of its affiliates may provide brokerage services to other customers, act
as financial advisor to the issuer of Securities, act as a lender to the issuer
of Securities, act in the same transaction as agent for more than one customer,
have a material interest in the issue of Securities, or earn profits from any
of the activities listed herein.
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13. Fees and Expenses.
The Customer agrees to pay the Bank for its services under this
Agreement such amount as may be agreed upon in writing, together with the
Bank's reasonable out-of-pocket or incidental expenses, including, but not
limited to legal fees. The Bank shall have a lien on and is authorized to
charge any Accounts of the Customer for any amount owing to the Bank under any
provision of this Agreement.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the
administration of the Customer's trading and investment activity, the Bank is
authorized to enter into spot or forward foreign exchange contracts with the
Customer or an Authorized Person for the Customer and may also provide foreign
exchange through its subsidiaries, affiliates or Subcustodians. Instructions,
including standing instructions, may be issued with respect to such contracts
but the Bank may establish rules or limitations concerning any foreign exchange
facility made available. In all cases where the Bank, its subsidiaries,
affiliates or Subcustodians enter into a foreign exchange contract related to
Accounts, the terms and conditions of the then current foreign exchange
contract of the Bank, its subsidiary, affiliate or Subcustodian and, to the
extent not inconsistent, this Agreement, shall apply to such transaction.
(b) Certification of Residency, etc. The Customer certifies that
it is a resident of the United States and agrees to notify the Bank of any
changes in residency. The Bank may rely upon this certification or the
certification of such other facts as may be required to administer the Bank's
obligations under this Agreement. The Customer will indemnify the Bank against
all losses, liability, claims or demands arising directly or indirectly from
any such certifications.
(c) Access to Records. The Bank shall allow the Customer's
independent public accountants reasonable access to the records of the Bank
relating to the Assets as is required in connection with their examination of
books and records pertaining to the Customer's affairs. Subject to
restrictions under applicable law, the Bank shall also obtain an undertaking to
permit the Customer's independent public accountants reasonable access to the
records of any Subcustodian which has physical possession of any Assets as may
be required in connection with the examination of the Customer's books and
records.
(d) Governing Law; Successors and Assigns. This Agreement shall be
governed by the laws of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and the
Bank.
(e) Entire Agreement; Applicable Riders. Customer represents that
the Assets deposited in the Accounts are (check one):
_____ employee benefit plan or other assets subject to the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA");
__x__ mutual fund assets subject to Securities and Exchange
Commission ("SEC") rules and regulations;
_____ neither of the above.
This Agreement consists exclusively of this document together with
Schedule A and the following rider(s) [check applicable rider(s)]:
_____ ERISA
__x__ MUTUAL FUND
_____ SPECIAL TERMS AND CONDITIONS
There are no other provisions of this Agreement and this Agreement
supersedes any other agreements, whether written or oral, between the parties.
Any amendment to this Agreement must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions of this
Agreement are held invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any jurisdiction, the validity,
legality and enforceability of any such provision and the remaining provisions,
under other circumstances or in other jurisdictions will not in any way be
affected or impaired.
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(g) Waiver. Except as otherwise provided in this Agreement, no
failure or delay on the part of either party in exercising any power or right
under this Agreement operates as a waiver, nor does any single or partial
exercise of any power or right preclude any other or further exercise thereof,
or the exercise of any other power or right. No waiver by a party of any
provision d this Agreement, or waiver of any breach or default, is effective
unless in writing and signed by the party against whom the waiver is to be
enforced.
(h) Notices. All notices under this Agreement shall be effective
when actually received. Any notices or other communications which may be
required under this Agreement are to be sent to the parties at the following
addresses or such other addresses as may subsequently be given to the other
party in writing:
Bank: The Chase Manhattan Bank, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Global Custody Division
Customer: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇ Fundamental Growth Fund, Inc.
(i) Termination. This Agreement may be terminated by the Customer
or the Bank by giving sixty days written notice to the other, provided that
such notice to the Bank shall specify the names of the persons to whom the Bank
shall deliver the Assets in the Accounts. If notice of termination is given by
the Bank, the Customer shall, within sixty days following receipt of the
notice, deliver to the Bank Instructions specifying the names of the persons to
whom the Bank shall deliver the Assets. In either case the Bank will deliver
the Assets to the persons so specified, after deducting any amounts which the
Bank determines in good faith to be owed to it under Section 13. If within
sixty days following receipt of a notice of termination by the Bank, the Bank
does not receive Instructions from the Customer specifying the names of the
persons to whom the Bank shall deliver the Assets, the Bank, at its election,
may deliver the Assets to a bank or trust company doing business in the State
of New York to be held and disposed of pursuant to the provisions of this
Agreement, or to Authorized Persons, or may continue to hold the Assets until
Instructions are provided to the Bank.
▇▇▇▇▇▇▇ ▇▇▇▇▇ Phoenix, Fund, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Treasurer
---------------------------------
Title
THE CHASE MANHATTAN BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
Vice President
---------------------------------
Title
8
STATE OF )
: ss.
COUNTY OF )
On this 24th day of December , 1992, before me personally
came ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known, who being by me duly sworn, did depose
and say that he resides in Belle ▇▇▇▇, NJ at _______________________; that
he is Treasurer of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Fundamental Growth Fund, Inc.
("Customer"), the Customer which executed the foregoing Agreement; that he/she
knows the seal of the Customer; that the seal affixed to the Agreement is such
seal; that it was affixed by order of the Customer, and that he/she signed
his/her name thereto by like order.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
Sworn to before me this 24th
day of December , 1992
/s/ ▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
---------------------
Notary
STATE OF New York )
: ss.
COUNTY OF New York )
On this 24th day of December , 1992 , before me personally
came ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ , to me known, who being by me duly sworn, did
depose and say that he resides in Hackensack, New Jersey at 14 ▇▇▇▇▇ St. ;
that he is a Vice President of THE CHASE MANHATTAN BANK, N.A. ("Bank"), the
Bank which executed the foregoing Agreement; that he knows the seal of the
Bank; that the seal affixed to the Agreement is such corporate seal; that it
was so affixed by order of the Board of Directors of the Bank, and that he
signed his name thereto by like order.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
------------------------
Sworn to before me this 24th
day of December , 1992 .
/s/ ▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
---------------------
Notary
9
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
▇▇▇▇▇▇▇ ▇▇▇▇▇ Fundamental Growth Fund, Inc.
effective December 24, 1992.
Customer represents that the Assets being placed in the Bank's custody
are subject to the Investment Company Act of 1940 (the "Act"), as the same may
be amended from time to time.
Except to the extent that the Bank has specifically agreed to comply
with a condition of a rule, regulation or interpretation promulgated by or
under the authority of the SEC or the Exemptive Order applicable to accounts of
this nature issued to the Bank (Investment Company Act of 1940, Release No.
12053, November 20, 1981), as amended, or unless the Bank has otherwise
specifically agreed, the Customer shall be solely responsible to assure that
the maintenance of Assets under this Agreement complies with such rules,
regulations, interpretations or exemptive order promulgated by or under the
authority of the Securities Exchange Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in this
Agreement shall mean a branch of a qualified U.S. bank, an eligible foreign
custodian or an eligible foreign securities depository, which are further
defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as
defined in Rule 17f-5 under the 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), (ii) a majority owned direct or indirect subsidiary of a qualified
U.S. bank or bank holding company that is incorporated or organized under the
laws of a country other than the United States and that has shareholders'
equity in excess of $100 million in U.S. currency (or a foreign currency
equivalent thereof), (iii) a banking institution or trust company incorporated
or organized under the laws of a country other than the United States or a
majority owned direct or indirect subsidiary of a qualified U.S. bank or bank
holding company that is incorporated or organized under the laws of a country
other than the United States which has such other qualifications as shall be
specified in Instructions and approved by the Bank or (iv) any other entity
that shall have been so qualified by exemptive order, rule or other appropriate
action of the SEC; and
(c) "eligible foreign securities depository" shall mean a
securities depository or clearing agency, incorporated or organized under the
laws of a country other than the United States, which operates (i) the central
system for handling securities or equivalent book-entries in that country or
(ii) a transnational system for the central handling of securities or
equivalent book-entries.
The Customer represents that its Board of Directors has approved each
of the Subcustodians listed in Schedule A to this Agreement and the terms of
the subcustody agreements between the Bank and each Subcustodian, which are
attached as Exhibits 1 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
Customer's fund(s) and its (their) shareholders. The Bank will supply the
Customer with any amendment to Schedule A for approval. The Customer has
supplied or will supply the Bank with certified copies of its Board of
Directors resolution(s) with respect to the foregoing prior to placing Assets
with any Subcustodian so approved.
Section 11. Instructions.
Add the following language to the end of Section 11:
Account transactions made pursuant to Sections 5 and 6 of this
Agreement may be made only for the purposes listed below. Instructions must
specify the purpose for which any transaction is to be made and the Customer
shall be solely responsible to assure that Instructions are in accord with any
limitations or restrictions applicable to the Customer by law or as may be set
forth in its prospectus.
10
(a) In connection with the purchase or sale of Securities at
prices as confirmed by Instructions.
(b) When Securities are called, redeemed or retired, or otherwise
become payable.
(c) In exchange for or upon conversion into other securities alone
or other securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment.
(d) Upon conversion of Securities pursuant to their terms into
other securities.
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities.
(f) For the payment of interest, taxes, management or supervisory
fees, distributions or operating expenses.
(g) In connection with any borrowings by the Customer requiring a
pledge of Securities, but only against receipt of amounts borrowed.
(h) In connection with any loans, but only against receipt of
adequate collateral as specified in Instructions which shall reflect any
restrictions applicable to the Customer.
(i) For the purpose of redeeming shares of the capital stock of the
Customer and the delivery to, or the crediting to the account of the Bank, its
Subcustodian or the Customer's transfer agent, such shares to be purchased or
redeemed.
(j) For the purpose of redeeming in kind shares of the Customer
against delivery of the shares to be redeemed to the Bank, its Subcustodian or
the Customer's transfer agent.
(k) For delivery in accordance with the provisions of any agreement
among the Customer, the Bank and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and a member of the
National Association of Securities Dealers, Inc., relating to compliance with
the rules of The Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Customer.
(l) For release of Securities to designated brokers under covered
call options, provided, however, that such Securities shall be released only
upon payment to the Bank of monies for the premium due and a receipt for the
Securities which are to be held in escrow. Upon exercise of the option, or at
expiration, the Bank will receive the Securities previously deposited from
brokers. The Bank will act strictly in accordance with Instructions in the
delivery of Securities to be held in escrow and will have no responsibility or
liability for any such Securities which are not returned promptly when due
other than to make proper request for such return.
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related transactions.
(n) For other proper purposes as may be specified in Instructions
issued by an officer of the Customer which shall include a statement of the
purpose for which the delivery or payment is to be made, the amount of the
payment or specific Securities to be delivered, the name of the person or
persons to whom delivery or payment is to be made, and a certification that the
purpose is a proper purpose under the instruments governing the Customer
(o) Upon the termination of this Agreement as set forth in Section
14(i).
Section 12. Standard of Care; Liabilities.
Add the following subsection (d) to Section 12:
(d) The Bank hereby warrants to the Customer that in its opinion,
after due inquiry, the established procedures to be followed by each of its
branches, each branch of a qualified U.S. bank, each eligible foreign custodian
and each eligible foreign securities depository holding the Customer's
Securities pursuant to this Agreement afford protection for such Securities at
least equal to that afforded by the Bank's established procedures with respect
to similar securities held by the Bank and its securities depositories in New
York.
Section 14. Access to Records.
Add the following language to the end of Section 14(c):
Upon reasonable request from the Customer, the Bank shall furnish the
Customer such reports (or portions thereof) of the Bank's system of internal
accounting controls applicable to the Bank's duties under this Agreement. The
Bank shall endeavor to obtain and furnish the Customer with such similar
reports as it may reasonably request with respect to each Subcustodian and
securities depository holding the Customer's assets.
11
CHASE MANHATTAN BANK - GLOBAL CUSTODY NETWORK
17-5 QUALIFIED AGENT BANKS
September, 1992
COUNTRY AGENT BANK
------- ----------
Argentina The Chase Manhattan Bank, N.A.
Australia The Chase Manhattan Bank, N.A.
Austria Creditanstalt - Bankverein
Belgium General Banque
Brazil Banco Chase Manhattan, S.A.
Canada Royal Bank of Canada
Canada Canada Trust Company
Chile The Chase Manhattan Bank, N.A.
China Standard Chartered Bank
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Denmark Den Danske Bank
Finland Kansallis-Osake-Pankki
France Banque Paribas
Germany Chase Bank, A.G.
Greece National Bank of Greece, S.A.
Hong Kong The Chase Manhattan Bank, N.A.
Hungary Citibank Budapest Rt.
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Italy The Chase Manhattan Bank, N.A.
Japan The Chase Manhattan Bank, ▇.▇.
▇▇▇▇▇▇ Arab Bank, PLC
Luxembourg Cedel, S.A.
Malaysia The Chase Manhattan Bank, N.A.
Mexico The Chase Manhattan Bank, N.A.
Mexico Banco Nacional de Mexico
Netherlands ABN-AMRO Bank N.V.
New Zealand National Nominees Limited
Norway Den Norske Bank
Pakistan Citibank N.A.
Peru Citibank, N.A.
Philippines Hongkong and Shanghai Banking Corp.
Portugal Banco Bilbao Vizcaya (Portugal ), S.A.
Portugal Banco Espirito Santo E Comercial de Lisboa
Singapore The Chase Manhattan Bank, N.A.
South Korea Hongkong & Shanghai Banking Corp.
Spain The Chase Manhattan Bank, N.A.
Spain Banque ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ Hongkong & Shangai Banking Corp.
12
Sweden Skandinaviska Enskilda
Switzerland Union Bank of Switzerland
Taiwan The Chase Manhattan Bank, N.A.
Thailand The Chase Manhattan Bank, N.A.
Turkey The Chase Manhattan Bank, N.A.
United Kingdom The Chase Manhattan Bank, N.A.
United Kingdom First National Bank of Chicago (for gilts only)
United States The Chase Manhattan Bank, N.A.
Venezuela Citibank N.A.