EXHIBIT 2(J)(1)
DOMESTIC CUSTODY AGREEMENT
THE TURKISH INVESTMENT FUND, INC.
UNITED STATES TRUST COMPANY OF NEW YORK
MAY 11, 1994
DOMESTIC CUSTODY AGREEMENT
THE TURKISH INVESTMENT FUND, INC.
TABLE OF CONTENTS
SECTION/PARAGRAPH PAGE
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1. Appointment.............................................................1
2. Delivery of Documents...................................................1
3. Definitions.............................................................2
4. Delivery and Registration of the Property...............................2
5. Voting Rights...........................................................3
6. Receipt and Disbursement of Money.......................................3
7. Receipt of Securities...................................................3
8. Use of Securities Depository or the Book-Entry System...................4
9. Instructions Consistent With The Articles, etc..........................4
10. Transactions Not Requiring Written Instructions.........................5
11. Transactions Requiring Instructions.....................................7
12. Purchase of Securities..................................................7
13. Sales of Securities.....................................................7
14. Records.................................................................8
15. Cooperation with Accountants............................................8
16. Confidentiality.........................................................8
17. Equipment Failures......................................................8
18. Right to Receive Advice.................................................8
19. Compliance with Governmental Rules and Regulations......................9
20. Compensation............................................................9
21. Indemnification.........................................................9
22. Responsibility of U.S. Trust............................................9
23. Collection.............................................................10
24. Duration and Termination...............................................10
25. Notices................................................................10
26. Further Actions........................................................11
27. Amendments.............................................................11
28. Miscellaneous..........................................................11
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DOMESTIC CUSTODY AGREEMENT
THE TURKISH INVESTMENT FUND, INC.
TABLE OF CONTENTS(CONTINUED)
SECTION/PARAGRAPH PAGE
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Signatures
Attachment A -- Fees and Expenses
Attachment B -- Authorized Persons
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DOMESTIC CUSTODY AGREEMENT
THIS AGREEMENT is made as of May 11, 1994, by and between THE TURKISH
INVESTMENT FUND, INC., a Maryland corporation (the "Fund"), and UNITED STATES
TRUST COMPANY OF NEW YORK, a New York State chartered bank and trust company
("U.S. Trust").
WITNESSETH:
WHEREAS, the Fund is registered as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund desires to retain U.S. Trust to serve as the Fund's
custodian for its assets held within the United States and U.S. Trust is willing
to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints U.S. Trust to act as custodian
of its portfolio securities, cash and other property held within the United
States on the terms set forth in this Agreement. U.S. Trust accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 20 of this Agreement.
2. Delivery of Documents. The Fund will promptly furnish to U.S. Trust
such copies, properly certified or authenticated, of contracts, documents and
other related information as U.S. Trust may request or require to properly
discharge its duties, including but not limited to the following:
(a) Resolutions of the Fund's Directors authorizing the appointment of
U.S. Trust as Custodian of the portfolio securities, cash and other property of
the Fund and approving this Agreement;
(b) Incumbency and signature certificates identifying and containing
the signatures of the Fund's officers and/or the persons authorized to sign
Written Instructions, as hereinafter defined, on behalf of the Fund;
(c) The Fund's Articles of Incorporation filed with the State
Department of Assessments and Taxation of the State of Maryland and all
amendments thereto (such Articles of Incorporation, as currently in effect and
as they shall from time to time be amended, are herein called the "Articles");
(d) The Fund's By-Laws and all amendments thereto (such By-Laws, as
currently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");
(e) Resolutions of the Fund's Directors and/or the Fund's stockholders
approving the Investment Advisory and Management Agreement between the Fund and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management Inc., the Fund's investment adviser (the
"Advisory Agreement");
(f) The Advisory Agreement; and
(g) The Fund's Registration Statement on Form N-2 under the 1940 Act
and the Securities Act of 1933, as amended ("▇▇▇ ▇▇▇▇ ▇▇▇"), as filed with, and
declared effective by, the Securities and Exchange Commission (the "SEC") and
all exhibits, amendments and supplements thereto, including any opinion of
counsel for the Fund with respect to the validity of the shares of common stock
(the "Shares")
of the Fund and the status of such Shares under the 1933 Act as registered with
the SEC and under any other applicable federal law or regulation.
3. Definitions.
(a) "Authorized Person". As used in this Agreement, the term
"Authorized Person" means the Fund's President, Vice-President, Treasurer and
any other person, whether or not any such person is an officer or employee of
the Fund, duly authorized by the Directors of the Fund to give Written
Instructions on behalf of the Fund and listed on Attachment B hereto, which may
be amended from time to time.
(b) "Book-Entry System". As used in this Agreement, the term
"Book-Entry System" means the Federal Reserve/Treasury book-entry system for
United States and federal agency securities, its successor or successors and its
nominee or nominees.
(c) "Property". The term "Property", as used in this Agreement, means:
(i) any and all securities, cash, and other property of the Fund
which the Fund may from time to time deposit, or cause to be deposited,
with U.S. Trust or which U.S. Trust may from time to time hold for the
Fund;
(ii) all income in respect of any such securities or other
property;
(iii) all proceeds of the sales of any of such securities or other
property; and
(iv) all proceeds of the sale of securities issued by the Fund,
which are received by U.S. Trust from time to time from or on behalf of
the Fund.
(d) "Securities Depository". As used in this Agreement the term
"Securities Depository" shall mean The Depository Trust Company, a clearing
agency registered with the SEC, or its successor or successors and its nominee
or nominees; and shall also mean any other registered clearing agency, its
successor or successors, specifically identified in a certified copy of a
resolution of the Fund's Directors approving deposits by U.S. Trust therein.
(e) "Written Instructions". Means instructions
(i) delivered by mail, tested telegram, cable, telex or
facsimile sending device, and received by U.S. Trust, signed by two
Authorized Persons or by persons reasonably believed by U.S. Trust to be
Authorized Persons; or
(ii) transmitted electronically through the U.S. Trust Asset
Management System or any similar electronic instruction system acceptable
to U.S. Trust.
4. Delivery and Registration of the Property. The Fund will deliver or
cause to be delivered to U.S. Trust all Property owned by it which is held
within the United States, including cash received for the issuance of its
Shares, at all times during the period of this Agreement, except for securities
and monies to be delivered to any subcustodian appointed pursuant to Paragraph 7
hereof. U.S. Trust will not be responsible for such securities and such monies
until actually received by U.S. Trust or by any subcustodian. All securities
delivered to U.S. Trust or to any such subcustodian (other than in bearer form)
shall be registered in the name of the Fund or in the name of a nominee of the
Fund or in the name of U.S. Trust or any nominee of U.S. Trust (with or without
indication of fiduciary status) or in the name
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of any subcustodian or any nominee of such subcustodian appointed pursuant to
Paragraph 7 hereof or shall be properly endorsed and in form for transfer
satisfactory to U.S. Trust.
5. Voting Rights. With respect to all securities owned by the Fund,
however registered, it is understood that the voting and other rights and powers
of such securities shall be exercised by the Fund. U.S. Trust's only duty shall
be to mail to the Fund any documents received, including proxy statements and
offering circulars, with any proxies for securities registered in a nominee name
executed by such nominee. Where warrants, options, tenders or other securities
have fixed expiration dates, the Fund understands that in order for U.S. Trust
to act, U.S. Trust must receive the Fund's instructions at its offices in New
York City, addressed as U.S. Trust may from time to time request, by no later
than noon (New York City time) at least one business day prior to the last
scheduled date to act with respect thereto (or such earlier date or time as
permits the Fund a reasonable period of time in which to respond after U.S.
Trust notifies the Fund of such date or time). Absent U.S. Trust's timely
receipt of such instructions, such instruments will expire without liability to
U.S. Trust.
6. Receipt and Disbursement of Money.
(a) U.S. Trust shall open and maintain a custody account for the Fund
(the "Account") subject only to draft or order by U.S. Trust acting pursuant to
the terms of this Agreement, and shall hold in such Account, subject to the
provisions hereof, all cash received by it from or for the Fund. U.S. Trust
shall make payments of cash to, or for the account of, the Fund from such cash
only (i) for the purchase of securities for the Fund as provided in paragraph 12
hereof; (ii) upon receipt of Written Instructions, for the payment of dividends
or other distributions of shares, or for the payment of interest, taxes,
administration, distribution or advisory fees or expenses which are to be borne
by the Fund under the terms of this Agreement, any Advisory Agreement, or any
administration agreement of the Fund; (iii) upon receipt of Written Instructions
for payments in connection with the conversion, exchange or surrender of
securities owned or subscribed to by the Fund and held by or to be delivered to
U.S. Trust; (iv) to a subcustodian pursuant to Paragraph 7 hereof; or (v) upon
receipt of Written Instructions for other corporate purposes.
(b) U.S. Trust is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian for the
Fund.
7. Receipt of Securities.
(a) Except as provided by Paragraph 8 hereof, U.S. Trust shall hold all
securities and non-cash Property received by it for the Fund. All such
securities and non-cash Property are to be held or disposed of by U.S. Trust for
the Fund pursuant to the terms of this Agreement. In the absence of Written
Instructions accompanied by a certified resolution authorizing the specific
transaction by the Fund's Directors, U.S. Trust shall have no power or authority
to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any
such securities and non-cash Property, except in accordance with the express
terms provided for in this Agreement. In connection with its duties under this
Paragraph 7, U.S. Trust may, at its own expense, enter into subcustodian
agreements with other U.S. banks or trust companies for the receipt of certain
securities and cash to be held by U.S. Trust for the account of the Fund
pursuant to this Agreement; provided that each such bank or trust company has an
aggregate capital, surplus and undivided profits, as shown by its last published
report, of not less than twenty million dollars ($20,000,000) and that such bank
or trust company agrees with U.S. Trust to comply with all relevant provisions
of the 1940 Act and applicable rules and regulations thereunder.
(b) Promptly after the close of business on each day, U.S. Trust shall
furnish the Fund with confirmations and a summary of all transfers to or from
the account of the Fund during said day. Where
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securities are transferred to the account of the Fund established at a
Securities Depository or the Book Entry System pursuant to Paragraph 8 hereof,
U.S. Trust shall also by book-entry or otherwise identify as belonging to the
Fund the quantity of securities that belong to the Fund that are part of a
fungible bulk of securities registered in the name of U.S. Trust (or its
nominee) or shown in U.S. Trust's account on the books of a Securities
Depository or the Book-Entry System. From time to time, and at least once
monthly, U.S. Trust shall furnish the Fund with a detailed statement of the
Property held for the Fund under this Agreement.
8. Use of Securities Depository or the Book-Entry System. The Fund
authorizes U.S. Trust, on a continuous and ongoing basis until instructed to the
contrary by Written Instructions actually received by U.S. Trust (i) to deposit
in a Securities Depository or the Book-Entry System all securities of the Fund
eligible for deposit therein and (ii) to utilize a Securities Depository or the
Book-Entry System to the extent possible in connection with the performance of
its duties hereunder, including without limitation, settlements of purchases and
sales of securities by the Fund, and deliveries and returns of securities
collateral in connection with borrowings. Without limiting the generality of
such use, it is agreed that the following provisions shall apply thereto:
(a) Securities and any cash of the Fund deposited in a Securities
Depository or the Book-Entry System will at all times be segregated from any
assets and cash controlled by U.S. Trust in other than a fiduciary or custodian
capacity but may be commingled with other assets held in such capacities. U.S.
Trust will effect payment for securities and receive and deliver securities in
accordance with accepted industry practices in the place where the transaction
is settled, unless the Fund has given U.S. Trust Written Instructions to the
contrary.
(b) All Books and records maintained by U.S. Trust which relate to the
Fund's participation in a Securities Depository or the Book-Entry System will at
all times during U.S. Trust's regular business hours be open to the inspection
of the Fund's duly authorized employees or agents, and the Fund will be
furnished with all information in respect of the services rendered to it as it
may require.
9. Instructions Consistent With The Articles, etc. U.S. Trust may
assume that any Written Instructions received hereunder are not in any way
inconsistent with any provision of the Articles or By-Laws of the Fund or any
vote or resolution of the Fund's Directors, or any committee thereof. U.S. Trust
shall be entitled to rely upon any Written Instructions actually received by
U.S. Trust pursuant to this Agreement.
The Fund agrees that U.S. Trust shall incur no liability in acting in good faith
upon Written Instructions given to U.S. Trust. In accord with instructions from
the Fund, as required by accepted industry practice or as U.S. Trust may elect
in effecting the execution of Fund instructions, any advance of cash or other
Property made by U.S. Trust, arising from the purchase, sale, redemption,
transfer or other disposition of Property of the Fund, or in connection with the
disbursement of funds to any party, or in payment of fees, expenses, claims or
liabilities owed to U.S. Trust by the Fund or to any other party which has
secured judgment in a court of law against the Fund, which creates an overdraft
in the accounts or over-delivery of Property shall be deemed a loan by U.S.
Trust to the Fund, payable on demand, bearing interest at such rate as is
customarily charged by U.S. Trust for similar loans. The Fund agrees that test
arrangements, authentication methods or other security devices to be used with
respect to instructions which the Fund may give by telephone, telex, TWX,
facsimile transmission, bank wire or through an electronic instruction system,
shall be processed in accordance with terms and conditions for the use of such
arrangements, methods or devices as U.S. Trust may put into effect and modify
from time to time. The Fund shall safeguard any test keys, identification codes
or other security devices which U.S. Trust makes available to the Fund and
agrees that the Fund shall be responsible for any loss, liability or damage
incurred by U.S. Trust or by the Fund as a result of U.S. Trust's acting in
accordance with instructions
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from any unauthorized person using the proper security device, unless such loss,
liability or damage was incurred as a result of U.S. Trust's negligence or
willful misconduct. U.S. Trust may electronically record, but shall not be
obligated to so record, any instructions given by telephone and any other
telephone discussions with respect to the Account. In the event that the Fund
uses U.S. Trust's Asset Management System ("AMS"), the Fund agrees that U.S.
Trust will not be responsible for the consequences of the failure of the AMS to
perform for any reason beyond the reasonable control of U.S. Trust, or the
failure of any communications carrier, utility or communications network. In the
event the AMS is inoperable, the Fund agrees that it will accept the
communication of transaction instructions by telephone, facsimile transmission
on equipment compatible to U.S. Trust's facsimile receiving equipment or by
letter, at no additional charge to the Fund.
10. Transactions Not Requiring Written Instructions. U.S. Trust is
authorized and (unless expressly indicated to the contrary) instructed to take
the following actions without Written Instructions:
(a) Collection of Income and Other Payments. U.S. Trust shall:
(i) collect and receive for the account of the Fund, all income
and other payments and distributions, including (without limitation) stock
dividends, rights, warrants and similar items included or to be included
in the Property of the Fund, and promptly advise the Fund of such receipt
and shall credit such income, as collected, to the Fund. From time to
time, U.S. Trust may elect, but shall not be so obligated, to credit the
Account with interest, dividends or principal payments on payable or
contractual settlement dates, in anticipation of receiving same from a
payor, central depository, broker or other agent employed by the Fund or
U.S. Trust. Any such crediting and posting shall be at the Fund's sole
risk, and U.S. Trust shall be authorized to reverse any such advance
posting in the event U.S. Trust does not receive good funds from any such
payor, central depository, broker or agent of the Fund.
(ii) with respect to securities of foreign issuers held in
custody by U.S. Trust hereunder, if any, effect collection of dividends,
interest and other income, and notify the Fund of any call for redemption,
offer of exchange, right of subscription, reorganization, or other
proceedings affecting such securities, or any default in payments due
thereon. It is understood, however, that U.S. Trust shall be under no
responsibility for any failure or delay in effecting such collections or
giving such notice with respect to securities of foreign issuers,
regardless of whether or not the relevant information is published in any
financial service available to U.S. Trust, unless such failure or delay is
due to its negligence or willful misconduct; provided that this
sub-paragraph (ii) shall not be construed as creating any such
responsibility with respect to securities of non-foreign issuers.
Collections of income in foreign currency are, to the extent possible, to
be converted into United States Dollars, unless the Fund instructs U.S.
Trust otherwise in writing, and in effecting such conversion U.S. Trust
may use such methods or agencies as it may see fit, including the
facilities of its own foreign division, at customary rates. All risk and
expense incident to such collection and conversion is for the account of
the Fund and U.S. Trust shall have no responsibility for fluctuations in
exchange rates affecting any such conversion.
(iii) endorse and deposit for collection in the name of the Fund,
checks, drafts, or other orders for the payment of money on the same day
as received.
(iv) receive and hold for the account of the Fund all securities
received by the Fund as a result of a stock dividend, share split-up or
reorganization, recapitalization, readjustment or other rearrangement or
distribution of rights or similar securities issued with respect to any
portfolio securities of the Fund held by U.S. Trust hereunder.
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(v) present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed or retired, or
otherwise become payable on the date such securities become payable.
(vi) take any action which may be necessary and proper in
connection with the collection and receipt of Fund income and other
payments and the endorsement for collection of checks, drafts and other
negotiable instruments.
(vii) with respect to domestic securities, exchange securities in
temporary form for securities in definitive form, effect an exchange of
the shares where the par value of stock is changed, and surrender
securities at maturity or when advised of earlier call for redemption
against payment therefor in accordance with accepted industry practice.
The Fund understands that U.S. Trust subscribes to one or more nationally
recognized services that provide information with respect to calls for
redemption of bonds or other corporate actions. U.S. Trust shall not be
liable for failure to redeem any called bond or to take other action if
notice of such call or action was not provided by any service to which it
subscribes, provided that U.S. Trust shall have acted in good faith
without negligence and in accordance with "street practice" (as is
customary in industry). U.S. Trust shall have no duty to notify the Fund
of any rights, duties, limitations, conditions or other information set
forth in any security (including mandatory or optional put, call and
similar provisions), but U.S. Trust shall forward to the Fund any notices
or other documents subsequently received with regard to any such security.
When fractional shares of stock of a declaring corporation are received as
a stock distribution, unless specifically instructed to the contrary in
writing, U.S. Trust is authorized to sell the fraction received and credit
the Fund's account. Unless specifically instructed to the contrary in
writing, U.S. Trust is authorized to exchange securities in bearer form
for securities in registered form. If any Property registered in the name
of a nominee of U.S. Trust is called for partial redemption by the issuer
of such Property, U.S. Trust is authorized to allot the called portion to
the respective beneficial holders of the Property in such manner as is
deemed by U.S. Trust to be fair and equitable in its sole discretion.
(b) Miscellaneous Transactions. U.S. Trust is authorized to deliver or
cause to be delivered Property against payment or other consideration or written
receipt therefor in the following cases:
(i) for examination by a broker selling for the account of the
Fund in accordance with street delivery custom;
(ii) for the exchange of interim receipts or temporary securities
for definitive securities; and
(iii) for transfer of securities into the name of the Fund or U.S.
Trust or a nominee of either, or for exchange of securities for a
different number of bonds, certificates, or other evidence, representing
the same aggregate face amount or number of units bearing the same
interest rate, maturity date and call provisions, if any; provided that,
in any such case, the new securities are to be delivered to U.S. Trust.
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11. Transactions Requiring Instructions. Upon receipt of Written
Instructions and not otherwise, U.S. Trust, directly or through the use of a
Securities Depository or the Book-Entry System, shall:
(a) Execute and deliver to such persons as may be designated in such
Written Instructions, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any securities may be
exercised;
(b) Deliver any securities held for the Fund against receipt of other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(c) Deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of
assets of any corporation, against receipt of such certificates of deposit,
interim receipts or other instruments or documents as may be issued to it to
evidence such delivery;
(d) Make such transfers or exchanges of the assets of the Fund and take
such other steps as shall be stated in said instructions to be for the purpose
of effectuating any duly authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
(e) Release securities belonging to the Fund to any bank or trust
company for the purpose of pledge or hypothecation to secure any loan incurred
by the Fund; provided, however, that securities shall be released only upon
payment to U.S. Trust of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made, subject to
proper prior authorization, further securities may be released for that purpose;
and pay such loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or notes evidencing the
loan;
(f) Deliver any securities held for the Fund upon the exercise of a
covered call option written by the Fund on such securities; and
(g) Deliver securities held for the Fund pursuant to separate security
lending agreements concerning the lending of the Fund's securities into which
the Fund may enter, from time to time.
12. Purchase of Securities. Promptly after each purchase of securities
by the Investment Adviser (or any sub-adviser), the Fund shall deliver to U.S.
Trust (as Custodian) Written Instructions specifying with respect to each such
purchase: (a) the name of the issuer and the title of the securities, (b) the
number of shares or the principal amount purchased and accrued interest, if any,
(c) the dates of purchase and settlement, (d) the purchase price per unit, (e)
the total amount payable upon such purchase and (f) the name of the person from
whom or the broker through whom the purchase was made. U.S. Trust shall upon
receipt of securities purchased by or for the Fund pay out of the monies held
for the account of the Fund the total amount payable to the person from whom or
the broker through whom the purchase was made, provided that the same conforms
to the total amount payable as set forth in such Written Instructions.
13. Sales of Securities. Promptly after each sale of securities by the
Investment Adviser, the Fund shall deliver to U.S. Trust (as Custodian) Written
Instructions, specifying with respect to each such sale: (a) the name of the
issuer and the title of the security, (b) the number of shares or principal
amount sold, and accrued interest, if any, (c) the date of sale, (d) the sale
price per unit, (e) the total amount payable to the Fund upon such sale and (f)
the name of the broker through whom or the person to whom the sale was made.
U.S. Trust shall deliver the securities upon receipt of the total amount payable
to the
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Fund upon such sale, provided that the same conforms to the total amount payable
as set forth in such Written Instructions. Subject to the foregoing, U.S. Trust
may accept payment in such form as shall be satisfactory to it, and may deliver
securities and arrange for payment in accordance with the customs prevailing
among dealers in securities.
14. Records. The books and records pertaining to the Fund which are in
the possession of U.S. Trust shall be the property of the Fund. The Fund, or the
Fund's authorized representatives, shall have access to such books and records
at all times during U.S. Trust's normal business hours, and such books and
records shall be surrendered to the Fund promptly upon request. Upon reasonable
request of the Fund, copies of any such books and records shall be provided by
U.S. Trust to the Fund or the Fund's authorized representative at the Fund's
expense.
15. Cooperation with Accountants. U.S. Trust shall cooperate with the
Fund's independent certified public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to assure that
the necessary information is made available to such accountants for the
expression of their unqualified opinion, including but not limited to the
opinion included in the Fund's semiannual report on Form N-SAR.
16. Confidentiality. U.S. Trust agrees on behalf of itself and its
employees to treat confidentially and as the proprietary information of the Fund
all records and other information relative to the Fund and its prior, present or
potential shareholders and relative to the Investment Adviser and its prior,
present or potential customers, and not to use such records and information for
any purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be withheld where U.S.
Trust may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund. Nothing contained herein,
however, shall prohibit U.S. Trust from advertising or soliciting the public
generally with respect to other products or services, regardless of whether such
advertisement or solicitation may include prior, present or potential
shareholders of the Fund.
17. Equipment Failures. In the event of equipment failures beyond U.S.
Trust's control, U.S. Trust shall, at no additional expense to the Fund, take
reasonable steps to minimize service interruptions but shall not have liability
with respect thereto. U.S. Trust shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable provision for
back up emergency use of electronic data processing equipment to the extent
appropriate equipment is available.
18. Right to Receive Advice.
(a) Advice of Fund. If U.S. Trust shall be in doubt as to any action to
be taken or omitted by it, it may request, and shall receive, from the Fund
clarification or advice.
(b) Advice of Counsel. If U.S. Trust shall be in doubt as to any
question of law involved in any action to be taken or omitted by U.S. Trust, it
may request advice at its own cost from counsel of its own choosing (who may be
counsel for the Fund or U.S. Trust, at the option of U.S. Trust).
(c) Conflicting Advice. In case of conflict between directions or
advice received by U.S. Trust pursuant to subparagraph (a) of this paragraph and
advice received by U.S. Trust pursuant to subparagraph (b) of this paragraph,
U.S. Trust shall be entitled to rely on and follow the advice received pursuant
to the latter provision alone.
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(d) Protection of U.S. Trust. U.S. Trust shall be protected in any
action or inaction which it takes or omits to take in reliance on any directions
or advice received pursuant to subparagraph (a) of this section which U.S.
Trust, after receipt of any such directions or advice, in good faith believes to
be consistent with such directions or advice. However, nothing in this paragraph
shall be construed as imposing upon U.S. Trust any obligation (i) to seek such
directions or advice, or (ii) to act in accordance with such directions or
advice when received, unless, under the terms of another provision of this
Agreement, the same is a condition to U.S. Trust's properly taking or omitting
to take such action. Nothing in this subparagraph shall excuse U.S. Trust when
an action or omission on the part of U.S. Trust constitutes willful misfeasance,
bad faith, gross negligence or reckless disregard by U.S. Trust of its duties
under this Agreement.
19. Compliance with Governmental Rules and Regulations. The Fund
assumes full responsibility for insuring that the contents of its registration
statement on Form N-2, as filed with, and declared effective by, the SEC, and
all amendments thereto, comply with all applicable requirements of the 1933 Act,
the 1940 Act, and any laws, rules and regulations of governmental authorities
having jurisdiction.
20. Compensation. As compensation for the services described within
this Agreement and rendered by U.S. Trust during the term of this Agreement, the
Fund will pay to U.S. Trust, in addition to reimbursement of its out-of-pocket
expenses, monthly fees as outlined in Attachment A.
21. Indemnification. The Fund, as sole owner of the Property, agrees to
indemnify and hold harmless U.S. Trust and its nominees from all taxes, charges,
expenses, assessments, claims, and liabilities (including, without limitation,
liabilities arising under the 1933 Act, the Securities Exchange Act of 1934, the
1940 Act, and any state and foreign securities and blue sky laws, all as amended
from time to time) and expenses, including (without limitation) attorney's fees
and disbursements, arising directly or indirectly (a) from the fact that
securities included in the Property are registered in the name of any such
nominee or (b) without limiting the generality of the foregoing clause (a) from
any action or thing which U.S. Trust takes or does or omits to take or do (i) at
the request or on the direction of or in reliance on the advice of the Fund
given in accordance with the terms of this Agreement, or (ii) upon Written
Instructions; provided, that neither U.S. Trust nor any of its nominees or
subcustodians shall be indemnified against any liability to the Fund or to its
Shareholders (or any expenses incident to such liability) arising out of (x)
U.S. Trust's or such nominee's or subcustodian's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties under this Agreement
or any agreement between U.S. Trust and any nominee or subcustodian or (y) U.S.
Trust's own or its subcustodian's negligent failure to perform its duties under
this Agreement. In the event of any advance of cash for any purpose made by U.S.
Trust resulting from orders or Written Instructions of the Fund, or in the event
that U.S. Trust or its nominee or subcustodian shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from its or its
nominee's or subcustodian's own negligent action, negligent failure to act,
willful misconduct, or reckless disregard of its duties under this Agreement or
any agreement between U.S. Trust and any nominee or subcustodian, the Fund shall
promptly reimburse U.S. Trust for such advance of cash or such taxes, charges,
expenses, assessments, claims or liabilities.
22. Responsibility of U.S. Trust. U.S. Trust shall be under no duty to
take any action on behalf of the Fund except as specifically set forth herein or
as may be specifically agreed to by U.S. Trust in writing. In the performance of
its duties hereunder, U.S. Trust shall be obligated to exercise care and
diligence and to act in good faith and to use its best efforts within reasonable
limits to insure the accuracy of all services performed under this Agreement.
U.S. Trust shall be responsible for its own negligent failure or that of any
subcustodian it shall appoint to perform its duties under this Agreement but to
the extent that duties, obligations and responsibilities are not expressly set
forth in this Agreement, U.S. Trust
- 9 -
shall not be liable for any act or omission which does not constitute willful
misfeasance, bad faith, or gross negligence on the part of U.S. Trust or
reckless disregard of such duties, obligations and responsibilities. Without
limiting the generality of the foregoing or of any other provision of this
Agreement, U.S. Trust in connection with its duties under this Agreement shall
not be under any duty or obligation to inquire into and shall not be liable for
or in respect of (a) the validity or invalidity or authority or lack thereof of
any advice, direction, notice or other instrument which conforms to the
applicable requirements of this Agreement, if any, and which U.S. Trust believes
to be genuine, (b) the validity of the issue of any securities purchased or sold
by the Fund, the legality of the purchase or sale thereof or the propriety of
the amount paid or received therefor, (c) the legality of the issue or sale of
any Shares, or the sufficiency of the amount to be received therefor, (d) the
legality of the redemption of any Shares, or the propriety of the amount to be
paid therefor, (e) the legality of the declaration or payment of any dividend or
distribution on Shares, or (f) delays or errors or loss of data occurring by
reason of circumstances beyond U.S. Trust's control, including acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdown (except as provided in Paragraph 17), flood or catastrophe, acts of
God, insurrection, war, riots, or failure of the mail, transportation systems,
communication systems or power supply.
23. Collection. All collections of monies or other property in respect,
or which are to become part, of the Property (but not the safekeeping thereof
upon receipt by U.S. Trust) shall be at the sole risk of the Fund. In any case
in which U.S. Trust does not receive any payment due the Fund within a
reasonable time after U.S. Trust has made proper demands for the same, it shall
so notify the Fund in writing, including copies of all demand letters, any
written responses thereto, and memoranda of all oral responses thereto, and to
telephonic demands, and await instructions from the Fund. U.S. Trust shall not
be obliged to take legal action for collection unless and until reasonably
indemnified to its satisfaction. U.S. Trust shall also notify the Fund as soon
as reasonably practicable whenever income due on securities is not collected in
due course.
24. Duration and Termination. This Agreement shall be effective as of
the date hereof and shall continue until termination by the Fund or by U.S.
Trust on 90 day's written notice. Upon any termination of this Agreement,
pending appointment of a successor to U.S. Trust or a vote of the Shareholders
of the Fund to dissolve or to function without a custodian of its cash,
securities or other property, U.S. Trust shall not deliver cash, securities or
other property of the Fund to the Fund, but may deliver them to a bank or trust
company of its own selection, having aggregate capital, surplus and undivided
profits, as shown by its last published report of not less than twenty million
dollars ($20,000,000) as a successor custodian for the Fund to be held under
terms similar to those of this Agreement, provided, however, that U.S. Trust
shall not be required to make any such delivery or payment until full payment
shall have been made by the Fund of all liabilities constituting a charge on or
against the properties then held by U.S. Trust or on or against U.S. Trust and
until full payment shall have been made to U.S. Trust of all of its fees,
compensation, costs and expenses, subject to the provisions of Paragraph 20 of
this Agreement.
25. Notices. All notices and other communications (collectively
referred to as "Notice" or "Notices" in this paragraph) hereunder shall be in
writing or by confirm in telegram, cable, telex, or facsimile sending device.
Notices shall be addressed (a) if to U.S. Trust, at U.S. Trust's address, ▇▇▇ ▇.
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; (b) if to the Fund, at the address of the
Fund, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; or (c) if to
neither of the foregoing, at such other address as shall have been notified to
the sender of any such Notice or other communication. If the location of the
sender of a Notice and the address of the addressee thereof are, at the time of
sending, more than 100 miles apart, the Notice may be sent by first-class mail,
in which case it shall be deemed to have been given three days after it is sent,
or if sent by confirming telegram, cable, telex or facsimile sending device, it
shall be deemed to have been given immediately, and, if the location of the
sender of a Notice and the
- 10 -
address of the addressee thereof are, at the time of sending, not more than 100
miles apart, the Notice may be sent by first-class mail, in which case it shall
be deemed to have been given two days after it is sent, of if sent by messenger,
it shall be deemed to have been given on the day it is delivered, or if sent by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately. All postage, cable, telegram, telex and
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.
26. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
27. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
28. Miscellaneous. This Agreement embodies the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the parties hereto. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in New York and
governed by New York law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors.
- 11 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
THE TURKISH INVESTMENT FUND, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------- --------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
UNITED STATES TRUST COMPANY OF NEW YORK
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------ -------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
- 12 -
ADMINISTRATION AGREEMENT DATED FEBRUARY 17, 1992
DOMESTIC CUSTODY AGREEMENT DATED MAY 11, 1994
THE TURKISH INVESTMENT FUND, INC.
ATTACHMENT A
FEES AND EXPENSES
The Fund will be billed monthly for fees and out-of-pocket expenses under
its Domestic Custody Agreement and Administration Agreement with U.S. Trust.
Billings for fees and expenses will be due to U.S. Trust upon receipt and are
based on the following schedules:
ADMINISTRATION FEES
For the services provided pursuant to the U.S. Trust Administration
Agreement, the Fund shall pay to U.S. Trust an annual fee of $65,000 plus .08%
per annum of the average weekly net assets of the Fund, computed weekly and
payable monthly.
DOMESTIC CUSTODY SAFEKEEPING FEES
For the services rendered pursuant to the Domestic Custody Agreement, the
Fund shall pay to U.S. Trust 0.01% of the average daily net assets of the Fund,
computed and payable monthly.
DOMESTIC CUSTODY TRANSACTION FEES
$11.00 per DTC, PTC, or Federal Reserve Book Entry transaction
$ 5.50 per GNMA transaction
$40.00 per physical transaction
$40.00 per future or option wire
$35.00 per Euroclear transaction
$ 8.00 per outgoing wire transfer
BALANCE CREDITS ON DOMESTIC CUSTODY
Credit on overnight cash balances, less required reserves, will be paid to
the funds at a rate equal to 75% of the 90 day Treasury ▇▇▇▇ rate.
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses including but not limited to the cost of forms,
statements and confirms, telecommunications facilities, microfiche, proxy
processing, security pricing services (including backup pricing services) the
preparation of Fund Board materials, and mailings will be billed to the Fund on
a monthly basis.
A-1
DOMESTIC CUSTODY AGREEMENT
THE TURKISH INVESTMENT FUND, INC.
MAY 11, 1994
ATTACHMENT B
AUTHORIZED PERSONS
B-1
FEES AND EXPENSES
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund, Inc.
The Universal Institutional Funds, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Adviser Fund, Inc.
THE LATIN AMERICAN DISCOVERY FUND, INC.
THE MALAYSIA FUND, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASIA-PACIFIC FUND, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EMERGING MARKETS FUND, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INDIA INVESTMENT FUND, INC.
THE THAI FUND, INC.
THE TURKISH INVESTMENT FUND, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EASTERN EUROPE FUND, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EMERGING MARKETS DEBT FUND, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GLOBAL OPPORTUNITY BOND FUND, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HIGH YIELD FUND, INC.
Custody Fee Schedule (effective October 1, 2002)
ASSET CHARGE TRANSACTION CHARGE
COUNTRY (BASIS POINT) (USD $)
------------------------------------ ----------------- --------------------
Argentina 25 83
Australia 4 38
Austria 8 50
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇ 5 ▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇ 15 58
Bulgaria 35 75
Canada 3.50 23
▇▇▇▇▇ ▇▇.▇▇ ▇▇
▇▇▇▇▇ (▇▇▇▇▇▇▇▇) 25 70
Colombia 42.50 ▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 33.50 90
▇▇▇▇▇▇▇ ▇ ▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇ 40 75
Estonia 35 75
Euroclear 1.75 23
Euroclear (for SICAV Liquidity Fund) 1.50 23
Euro CDs 1.75 ▇▇
▇▇▇▇▇▇▇ ▇ ▇▇
▇▇▇▇▇▇ 2.5 47
B-2
ASSET CHARGE TRANSACTION CHARGE
COUNTRY (BASIS POINT) (USD $)
------------------------------------ ----------------- --------------------
Germany 1.75 27
▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇ ▇▇▇▇ 3 ▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇ (NSDL) 16 100
▇▇▇▇▇ (▇▇▇▇▇▇▇▇) ▇▇ ▇▇
▇▇▇▇▇ (HSBC) 35 45
Indonesia 10 75
Ireland 7 ▇▇
▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇ 4.25 50
▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇ 1.60 23
Jordan 45 150
▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇▇ 7.50 ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇ 5.50 ▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ 3 35
New Zealand 2 47
Nigeria 60 175
▇▇▇▇▇▇ ▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇ 45 ▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇ 37.50 ▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 4 63
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ 35 75
South Africa 4.50 30
Spain 6.50 50
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇ 5 45
Switzerland 4 53
▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇ 12.50 73
United Kingdom 1.50 25
United States* Tiered schedule 8
Uruguay 50 100
Venezuela 40 100
B-3
ASSET CHARGE TRANSACTION CHARGE
COUNTRY (BASIS POINT) (USD $)
------------------------------------ ----------------- --------------------
Zambia 60 80
Zimbabwe 60 70
* See next page for U.S. asset charge tiering
B-4
FEES AND EXPENSES
*Asset charge for United States assets will be applied to the aggregate level of
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ assets with JPMorgan per the following schedule:
FROM TO: ASSET CHARGE(BASIS POINT)
------------------------ ----------------- -------------------------------
$0 $15 billion 0.65
$15 billion $25 billion 0.40
Over $25 billion 0.15
Miscellaneous Fees & Out of Pocket Expenses:
Cash Movements $8 for USD settlements
$15 for non USD settlements
Registration/Transfer fees, Stamp taxes/duties and any other out of pocket costs
will be recharged to the Funds at cost, where incurred by JPMorgan.
Earnings Credits:
Credits will be paid to the Funds at a rate based on the 90-Day Treasury ▇▇▇▇
rate less 1% on daily positive balances. All interest is paid after a 10%
Federal Reserve requirement is deducted from the balances. The credits earned
are cumulative throughout JPMorgan Chase Bank's fiscal year. At the beginning of
the new fiscal year, earnings credit balances are reset to zero.
Overdraft Rates:
Overdraft charges paid by the Funds will be calcalcuted using the Federal Funds
rate plus 2% on daily negative balances.
B-5