Exhibit 99.2(j)(i)
[CHASE LOGO]
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective July 1, 2001, and is between (i) THE CHASE
MANHATTAN BANK ("Bank"), a New York State member bank of the Federal Reserve
System and (ii) GLOBAL HIGH INCOME DOLLAR FUND INC., a non-diversified,
closed-end management investment company organized under the laws of the State
of Maryland ("Customer").
1. CUSTOMER ACCOUNTS.
Bank, acting as "Securities Intermediary" (as defined in Section 15(g)
hereof) shall establish and maintain the following accounts ("Accounts"):
(a) a Custody Account (as defined in Section 15(b) hereof) in the name of
Customer for Financial Assets, which shall, except as modified by Section 15(d)
hereof, mean stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same or evidencing or representing any other rights or
interests therein and other similar property whether certificated or
uncertificated as may be received by Bank or its Subcustodian (as defined in
Section 3 hereof) for the account of Customer, including as an "Entitlement
Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for any and all
cash in any currency received by Bank or its Subcustodian for the account of
Customer, which cash shall not be subject to withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and Financial
Assets (collectively "Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11 hereof) concerning the Accounts. Bank may deliver
Financial Assets of the same class in place of those deposited in the Custody
Account.
Upon written agreement between Bank and Customer, additional Accounts may
be established and separately accounted for as additional Accounts hereunder.
2. MAINTENANCE OF FINANCIAL ASSETS AND CASH AT BANK AND SUBCUSTODIAN
LOCATIONS.
Unless Instructions specifically require another location acceptable to
Bank:
(a) Financial Assets shall be held in the country or other jurisdiction in
which the principal trading market for such Financial Assets is located, where
such Financial Assets are to be presented for payment or where such Financial
Assets are acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and Bank can comply with such
Instructions, Bank is authorized to maintain cash balances on deposit for
Customer with itself or one of its "Affiliates" at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as Customer may direct, if acceptable to Bank. For purposes
hereof, the term "Affiliate" shall mean an entity controlling, controlled by, or
under common control with, Bank.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). At the request of Customer, Bank may, but need not, add to
Schedule A an Eligible Foreign Custodian (as hereinafter defined) where Bank has
not acted as Foreign Custody Manager with respect to the selection thereof. Bank
shall notify Customer in the event that it elects to add any such entity.
Customer authorizes Bank to hold Assets in the Accounts in accounts which Bank
has established with one or more of its branches or Subcustodians. Bank and
Subcustodians are authorized to hold any of the Financial Assets in their
account with any securities depository in which they participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to Schedule
A. Upon request by Customer, Bank shall identify the name, address and principal
place of business of any Subcustodian of Customer's Assets and the name and
address of the governmental agency or other regulatory authority that supervises
or regulates such Subcustodian.
The term Subcustodian as used herein shall mean the following:
(a) a "US Bank", which shall mean a US bank as defined in rule
17f-5(a)(7); and
(b) an Eligible Foreign Custodian" which, as defined in rule 17f-5(a)(l)
and (5), 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 (ii) a majority-owned direct or indirect
subsidiary of a US Bank or bank holding company which subsidiary is
incorporated or organized under the laws of a country other than the
United States. In addition, an Eligible Foreign Custodian shall also
mean any other entity that shall have been so qualified by exemptive
order, rule or other appropriate action of the SEC.
The term "securities depository" as used herein shall mean the following,
when referring to a securities depository located:
(a) outside the US, an "Eligible Securities Depository" which, in turn,
shall have the same meaning as in rule I7f-7(b)(l)(i)-(vi) as the same
may be amended from time to time, or that otherwise has been made
exempt by an SEC exemptive order, rule or other appropriate SEC
action; and
(b) in the US, shall mean a "securities depository" as defined in SEC
rule 17f-4(a).
For purposes of provisions of the Agreement imposing liability on Bank, the
term Subcustodian shall not include any Eligible Foreign Custodian as to
which Bank has not acted as Foreign Custody Manager. For purposes of
clarity, the term Subcustodian shall not include any securities depository.
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4. USE OF SUBCUSTODIAN.
(a) Bank shall identify the Assets on its books as belonging to Customer.
(b) A Subcustodian shall hold such Assets together with assets belonging
to other customers of Bank in accounts identified on such Subcustodian's books
as custody accounts for the exclusive benefit of customers of Bank.
(c) Any Financial Assets in the Accounts held by a Subcustodian shall be
subject only to the instructions of Bank or its agent. Any Financial Assets
held in a securities depository for the account of a Subcustodian shall be
subject only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding Bank's
customers' assets shall provide that such assets shall not be subject to any
right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian or its creditors except a claim of payment for their safe custody
or administration or, in the case of cash deposits, except for liens or rights
in favor of creditors of the Subcustodian arising under bankruptcy, insolvency
or similar laws, and that the beneficial ownership of such assets shall be
freely transferable without the payment of money or value other than for safe
custody or administration. Where Securities are deposited by a Subcustodian with
a securities depository, Bank shall cause the Subcustodian to identify on its
books as belonging to Bank, as agent, the Securities shown on the Subcustodian's
account on the books of such securities depository. The foregoing shall not
apply to the extent of any special agreement or arrangement made by Customer
with any particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the Deposit Account
upon receipt of Instructions which include all information required by Bank.
(b) In the event that any payment to be made under this Section 5 exceeds
the funds available in the Deposit Account, Bank, in its discretion, may advance
Customer such excess amount which shall be deemed a loan payable on demand,
bearing interest at the rate customarily charged by Bank on similar loans.
(c) If Bank credits the Deposit Account on a payable date, or at any time
prior to actual collection and reconciliation to the Deposit Account, with
interest, dividends, redemptions or any other amount due, Customer shall
promptly return any such amount upon oral or written notification: (i) that such
amount has not been received in the ordinary course of business or (ii) that
such amount was incorrectly credited. If Customer does not promptly return any
amount upon such notification, Bank shall be entitled, upon oral or written
notification to Customer, to reverse such credit by debiting the Deposit Account
for the amount previously credited. Bank or its Subcustodian shall have no duty
or obligation to institute legal proceedings, file a claim or a proof of claim
in any insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for Customer upon Instructions after
consultation with Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Financial Assets shall be transferred, exchanged or delivered by Bank
or its Subcustodian upon receipt by Bank of Instructions which include all
information required by Bank. Settlement and payment for Financial Assets
received for, and delivery of Financial Assets 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
Financial Assets to a purchaser, dealer or their agents against a receipt with
the expectation of receiving later payment and
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free delivery. Delivery of Financial Assets out of the Custody Account may also
be made in any manner specifically required by Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Financial Assets with respect to any
sale, exchange or purchase of Financial Assets. Otherwise, such transactions
shall be credited or debited to the Accounts on the date cash or Financial
Assets are actually received by Bank and reconciled to the Account.
(i) Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a reasonable
period, determined by Bank in its discretion, after the contractual
settlement date for the related transaction.
(ii) If any Financial Assets delivered pursuant to this Section 6 are
returned by the recipient thereof, Bank may reverse the credits and debits
of the particular transaction at any time.
7. ACTIONS OF BANK.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Present for payment any Financial Assets which are called, redeemed or
retired or otherwise become payable and all coupons and other income items which
call for payment upon presentation, to the extent that Bank or Subcustodian is
aware of such opportunities, or, to the extent Customer has sent timely
Instructions to Bank in accordance with Section 11 hereof, should be aware of
such opportunities.
(b) Execute in the name of Customer such ownership and other certificates
as may be required to obtain payments in respect of Financial Assets.
(c) Exchange interim receipts or temporary Financial Assets for definitive
Financial Assets.
(d) Appoint brokers and agents for any transaction involving the Financial
Assets, including, without limitation, Affiliates of Bank or any Subcustodian.
(e) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
Bank shall send Customer an advice or notification of any transfers of
Assets to or from the Accounts. Such statements, advices or notifications shall
indicate the identity of the entity having custody of the Assets. Unless
Customer sends Bank a written exception or objection to any Bank statement
within sixty (60) days of receipt, Customer shall be deemed to have approved
such statement. In such event, or where Customer has otherwise approved any such
statement, Bank shall, to the extent permitted by law, be released, relieved and
discharged with respect to all matters set forth in such statement or reasonably
implied therefrom as though it had been settled by the decree of a court of
competent jurisdiction in an action where Customer and all persons having or
claiming an interest in Customer or Customer's Accounts were parties.
All collections of funds or other property paid or distributed in respect
of Financial Assets in the Custody Account shall be made at the risk of
Customer. Bank shall have no liability for any loss occasioned by delay in the
actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Financial Assets in the Custody
Account in respect of which Bank has agreed to take any action hereunder.
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Pursuant to Instruction, Bank may deliver Assets of the Customer in
connection with borrowings and other collateral or margin requirements.
If, pursuant to an Instruction, in connection with futures or options
transactions, Bank shall become a party to an agreement with the Customer and a
futures commission merchant regarding margin ("Tri-Party Agreement"), the Bank
shall (i) receive and retain, to the extent the same are provided to the Bank,
confirmations or other documents evidencing the purchase or sale by the Customer
of exchange-traded futures contracts and options, (ii) when required by such
Tri-Party Agreement, deposit and maintain in an account opened pursuant to such
Agreement ("Margin Account"), segregated either physically or by book-entry in a
securities depository for the benefit of any futures commission merchant, such
Assets as the Customer shall have designated as initial, maintenance or
variation "margin" deposits or other collateral intended to secure Customer's
performance of its obligations under the terms of any exchange-traded futures
contracts and commodity options; and (iii) thereafter pay, release or transfer
such Assets into or out of the Margin Account in accordance with the provisions
of such Agreement. Alternatively, the Bank may deliver Assets, in accordance
with an Instruction, to a futures merchant to whom Assets are delivered pursuant
to this Section 7, for the sufficiency of Assets held in any Margin Account, or
for the performance of any terms of any exchange-traded futures contracts and
commodity options.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) CORPORATE ACTIONS. Whenever Bank receives information concerning
the Financial Assets which requires discretionary action by the beneficial owner
of the Financial Assets (other than a proxy), such as subscription rights, bonus
issues, stock repurchase plans and rights offerings, or legal notices or other
material intended to be transmitted to securities holders ("Corporate Actions"),
Bank shall give Customer notice of such Corporate Actions to the extent that
Bank's central corporate actions department has actual knowledge of a Corporate
Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action is received which
bears an expiration date, Bank shall endeavor to obtain Instructions from
Customer or its Authorized Person (as defined in Section 10 hereof), but if
Instructions are not received in time for Bank to take timely action, or actual
notice of such Corporate Action was received too late to seek Instructions, Bank
is authorized to sell such rights entitlement or fractional interest and to
credit the Deposit Account with the proceeds or take any other action it deems,
in good faith, to be appropriate in which case it shall be held harmless for any
such action.
(b) PROXY VOTING. Bank shall provide proxy voting services, if
elected by Customer, in accordance with the terms of the proxy voting services
rider hereto. Proxy voting services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may be Affiliates of
Bank).
(c) TAX RECLAIMS.
(i) Subject to the provisions hereof, Bank shall apply for a
reduction of withholding tax and any refund of any tax paid or tax credits
which apply in each applicable market in respect of income payments on
Financial Assets for Customer's benefit which Bank believes may be
available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon
Bank's requesting and receiving from Customer or, to the extent the
Financial Assets are beneficially owned by others, from each beneficial
owner, A) a declaration of the beneficial owner's identity and place of
residence and (B) certain other documentation (PRO FORMA copies of
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which are available from Bank). Customer acknowledges that, if Bank does
not receive such declarations, documentation and information, Bank shall be
unable to provide tax reclaim services.
(iii) Bank shall not be liable to Customer or any third party for any
taxes, fines or penalties payable by Bank or Customer, and shall be
indemnified accordingly, whether these result from the inaccurate
completion of documents by Customer or any third party, or as a result of
the provision to Bank or any third party of inaccurate or misleading
information or the withholding of material information by Customer or any
other third party, or as a result of any delay of any revenue authority or
any other matter beyond Bank's control.
(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to
Customer from time to time and Bank may, by notification in writing, at
Bank's absolute discretion, supplement or amend the markets in which tax
reclaim services are offered. Other than as expressly provided in this
sub-clause, Bank shall have no responsibility with regard to Customer's tax
position or status in any jurisdiction.
(v) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental body in
relation to Customer or the securities and/or cash held for Customer.
(vi) Tax reclaim services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may be Bank's
affiliates); provided that Bank shall be liable for the performance of any
such third party to the same extent as Bank would have been if Bank had
performed such services.
(d) TAX OBLIGATIONS.
(i) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Deposit Account any taxes or levies required by
any revenue or governmental authority for whatever reason in respect of the
Custody Account.
(ii) If Bank does not receive appropriate declarations, documentation
and information then additional United Kingdom taxation shall be deducted
from all income received in respect of the Financial Assets issued outside
the United Kingdom and any applicable United States withholding tax shall
be deducted from income received from the Financial Assets. Customer shall
provide to Bank such documentation and information as Bank may require in
connection with taxation, and warrants that, when given, this information
shall be true and correct in every respect, not misleading in any way, and
contain all material information. Customer undertakes to notify Bank
immediately if any such information requires updating or amendment.
(iii) Customer shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and Customer
agrees to pay, indemnify and hold Bank harmless from and against any and
all liabilities, penalties, interest or additions to tax with respect to or
resulting from any delay in, or failure by, Bank (1) to pay, withhold or
report any US federal, state or local taxes or foreign taxes imposed on,
or (2) to report interest, dividend or other income paid or credited to the
Deposit Account, whether such failure or delay by Bank to pay, withhold or
report tax or income is the result of (x) Customer's failure
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to comply with the terms of Sections 8(c) and (d), or (y) Bank's own acts
or omissions; provided however, Customer shall not be liable to Bank for
any penalty or additions to tax due as a result of Bank's failure to pay,
withhold or report tax or to report interest, dividend or other income paid
or credited to the Deposit Account solely as a result of Bank's negligent
acts or omissions.
9. NOMINEES.
Financial Assets which are ordinarily held in registered form may be
registered in a nominee name of Bank, Subcustodian or securities depository, as
the case may be. Bank may without notice to Customer cause any such Financial
Assets to cease to be registered in the name of any such nominee and to be
registered in the name of Customer. In the event that any Financial Assets
registered in a nominee name are called for partial redemption by the issuer,
Bank may allot the called portion to the respective beneficial holders of such
class of security in any manner Bank deems to be fair and equitable. Customer
shall hold Bank, Subcustodians, and their respective nominees harmless from any
liability arising directly or indirectly from their status as a mere record
holder of Financial Assets in the Custody Account.
10. AUTHORIZED PERSONS.
As used herein, the term "Authorized Person" means employees or agents
including investment managers as have been designated by written notice from
Customer or its designated agent to act on behalf of Customer hereunder. Such
persons shall continue to be Authorized Persons until such time as Bank receives
Instructions from Customer or its designated agent that any such employee or
agent is no longer an Authorized Person.
11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized Person
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank which Bank believes in good faith to have been given by an
Authorized Person or which are transmitted with proper testing or authentication
pursuant to terms and conditions set forth herein or otherwise agreed to in
writing by the parties. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or superseded. The term
"Instructions" includes, without limitation, instructions to sell, assign,
transfer, deliver, purchase or receive for the Custody Account, any and all
stocks, bonds and other Financial Assets or to transfer funds in the Deposit
Account.
Any Instructions delivered to Bank by telephone shall promptly thereafter
be confirmed in writing by an Authorized Person (which confirmation may bear the
facsimile signature of such Person), but Customer shall hold Bank harmless for
the failure of an Authorized Person to send such confirmation in writing, the
failure of such confirmation to conform to the telephone instructions received
or Bank's failure to produce such confirmation at any subsequent time. If such
confirmation is not timely received, Bank shall contact Customer and direct that
the confirmation be promptly sent to Bank. Bank may electronically record any
Instructions given by telephone, and any other telephone discussions with
respect to the Custody Account. Customer shall be responsible for safeguarding
any testkeys, identification codes or other security devices which Bank shall
make available to Customer or its Authorized Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) Bank shall be responsible for the performance of only such duties as
are set forth herein or expressly contained in Instructions which are consistent
with the provisions hereof as follows:
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(i) Notwithstanding any other provisions of this Agreement,
Bank's responsibilities shall be limited to the exercise of reasonable care
with respect to its obligations hereunder. Bank shall only be liable to
Customer for any loss which shall occur as the result of the failure of a
Subcustodian to exercise reasonable care with respect to the safekeeping of
such Assets where such loss results directly from the failure by the
Subcustodian to use reasonable care in the provision of custodial services
by it in accordance with the standards prevailing in its local market or
from the willful default of such Subcustodian in the provision of custodial
services by it. In the event of any loss to Customer which is compensable
hereunder (I.E. a loss arising by reason of bad faith, negligence or
willful misconduct or the failure of Bank or its Subcustodian to use
reasonable care), Bank shall be liable to Customer only to the extent of
Customer's direct damages, to be determined based on the market value of
the property which is the subject of the loss at the date of discovery of
such loss and without reference to any special conditions or circumstances.
Bank shall have no liability whatsoever for any consequential, special,
indirect or speculative loss or damages (including, but not limited to,
lost profits) suffered by Customer in connection with the transactions and
services contemplated hereby and the relationship established hereby even
if Bank has been advised as to the possibility of the same and regardless
of the form of the action. In the event that a delay shall have been caused
by the bad faith, negligence or willful misconduct of the Bank in carrying
out an Instruction to credit or transfer cash, the Bank shall be liable to
Customer for interest to be calculated at the rate customarily paid on such
deposit and currency by Bank on overnight deposits at the time the delay
occurs for the period from the day when the transfer should have been
effected until the day it is in fact effected.
(ii) Bank shall not be responsible for the insolvency of any
Subcustodian which is not a branch or Affiliate of Bank. Bank shall not be
responsible for any act, omission, default or the solvency of any broker or
agent which it or a Subcustodian appoints unless such appointment was made
negligently or in bad faith.
(iii) (A) Customer shall indemnify and hold Bank and its
directors, officers, agents and employees (collectively me "Indemnitees")
harmless from and against any and all claims, liabilities, losses, damages,
fines, penalties, and expenses, including out-of-pocket and incidental
expenses and legal fees ("Losses") that may be imposed on, incurred by, or
asserted against, the Indemnitees or any of them for following any
instructions or other directions upon which Bank is authorized to rely
pursuant to the terms of this Agreement. (B) In addition to and not in
limitation of the preceding subparagraph, Customer shall also indemnify and
hold the Indemnitees and each of them harmless from and against any and all
Losses that may be imposed on, incurred by, or asserted against, the
Indemnitees or any of them in connection with or arising out of Bank's
performance under this Agreement, provided the Indemnitees have not acted
in bad faith, with negligence or engaged in willful misconduct. (C) In
performing its obligations hereunder, Bank may rely on the genuineness of
any document which it believes in good faith to have been validly executed.
(iv) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of any taxes
or other governmental charges, and any related expenses, with respect to
income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the advice
of counsel (who may be counsel for Customer) on all matters and shall be
without liability for any action reasonably taken or omitted pursuant to
such advice.
(vi) Bank need not maintain any insurance for the benefit of
Customer.
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(vii) Without limiting the foregoing, Bank shall not be liable for
any loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including, but not
limited to, losses resulting from malfunction, interruption of or error in
the transmission of information caused by any machines or system or
interruption of communication facilities, abnormal operating conditions,
nationalization, expropriation or other governmental actions; regulation of
the banking or securities industry; currency restrictions, devaluations or
fluctuations; and market conditions which prevent the orderly execution of
securities transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other for any loss due
to forces beyond their control including, but not limited to strikes or
work stoppages, acts of war (whether declared or undeclared) or terrorism,
insurrection, revolution, nuclear fusion, fission or radiation, or acts of
God.
(ix) Bank will review or reconcile trade confirmations received
from brokers.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no duty or
responsibility to:
(i) question Instructions or make any suggestions to Customer or
an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Financial Assets;
(iii) advise Customer or an Authorized Person regarding any
default in the payment of principal or income of any security other than as
provided in Section 5(c) hereof; and
(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or other party to
which Financial Assets are delivered or payments are made pursuant hereto.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank or
any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential conflict
of duty or interest including the fact that Bank or any of its Affiliates may
provide brokerage services to other customers, act as financial advisor to the
issuer of Financial Assets, act as a lender to the issuer of Financial Assets,
act in the same transaction as agent for more than one customer, have a material
interest in the issue of Financial Assets, or earn profits from any of the
activities listed herein.
13. FEES AND EXPENSES.
Customer shall pay Bank for its services hereunder the fees set forth in
the Closed-end Funds Service Agreement between Customer and Bank dated July 1,
2001, or such other amounts as may be agreed upon in writing, together with
Bank's reasonable out-of-pocket or incidental expenses, including, but not
limited to, legal fees. Bank shall have a lien on and is authorized to charge
any Accounts of Customer for any amount owing to Bank under any provision
hereof.
14. MISCELLANEOUS.
(a) FOREIGN EXCHANGE TRANSACTIONS. To facilitate the administration of
Customer's trading and investment activity, when instructed by specific or
standing Instruction, Bank is authorized to enter into spot or forward foreign
exchange contracts with Customer or an Authorized Person for Customer and may
also provide
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foreign exchange through its subsidiaries, Affiliates or Subcustodians or on a
principal basis. Instructions, may be issued with respect to such contracts but
Bank may establish rules or limitations concerning any foreign exchange facility
made available. In all cases where Bank, its subsidiaries, Affiliates or
Subcustodians enter into a separate master foreign exchange contract with
Customer that covers foreign exchange transactions for the Accounts, the terms
and conditions of that foreign exchange contract, and to the extent not
inconsistent, this Agreement, shall apply to such transactions.
(b) CERTIFICATION OF RESIDENCY, ETC. Customer certifies that it is a
resident of the United States and shall notify Bank of any changes in residency.
Bank may rely upon this certification or the certification of such other facts
as may be required to administer Bank's obligations hereunder. Customer shall
indemnify Bank against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(c) ACCESS TO RECORDS. Bank shall create and maintain records relating to
the performance of its obligations under this Agreement and shall make available
to the Customer, accountants, agents and employees, during regular business
hours of the Bank, upon reasonable request, all records maintained by the Bank
pursuant to this Agreement, subject, however, to all reasonable security
requirements of the Bank then applicable to the records of its customer
customers generally. In addition, Bank shall allow Customer's independent public
accountant reasonable access to the records of Bank relating to Financial Assets
as is required in connection with their examination of books and records
pertaining to Customer's affairs. Subject to restrictions under applicable law,
Bank shall also obtain an undertaking to permit Customer's independent public
accountants reasonable access to the records of any Subcustodian which has
physical possession of any Financial Assets as may be required in connection
with the examination of Customer's books and records.
(d) GOVERNING LAW; SUCCESSORS AND ASSIGNS; IMMUNITY; CAPTIONS. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assignable by
either party, but shall bind the successors in interest of Customer and Bank. To
the extent that in any jurisdiction Customer may now or hereafter be entitled to
claim, for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, Customer irrevocably shall
not claim, and it hereby waives, such immunity. The captions given to the
sections and subsections of this Agreement are for convenience of reference only
and are not to be used to interpret this Agreement.
(e) ENTIRE AGREEMENT; AMENDMENT AND APPLICABLE RIDERS. Customer
represents that the Assets deposited in the Accounts are (Check one):
/X/ Investment Company assets subject to certain US Securities and
Exchange Commission rules and regulations;
/ / Other (specify)
This Agreement consists exclusively of this document together with Schedule
A, Appendix 1-A, Appendix 1-B, Exhibits I -______and the following Rider(s)
[Check applicable rider(s)]:
/ / INVESTMENT COMPANY
/X/ GLOBAL PROXY SERVICE RIDER
/X/ SPECIAL DOMESTIC AND GLOBALTERMS AND CONDITIONS
There are no other provisions hereof and this Agreement supersedes any
other agreements, whether
10
written or oral, between the parties. Any amendment hereto must be in writing,
executed by both parties.
(f) SEVERABILITY. In the event that one or more provisions hereof are held
invalid, illegal or unenforceable in any respect on the basis of any
particular circumstances or in any jurisdiction, the validity, legality and
enforceability of such provision or provisions under other circumstances or in
other jurisdictions and of the remaining provisions shall not in any way be
affected or impaired.
(g) WAIVER. Except as otherwise provided herein, no failure or delay on
the part of either party in exercising any power or right hereunder operates as
a waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise, or the exercise of any other power or right. No
waiver by a party of any provision hereof, or waiver of any breach or default,
is effective unless in writing and signed by the party against whom the waiver
is to be enforced.
(h) REPRESENTATIONS AND WARRANTIES. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit and
control the Financial Assets and cash deposited in the Accounts; (B) it has all
necessary authority to use Bank as its custodian; (C) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; (D) it has taken all necessary action to authorize the execution and
delivery hereof; (E) it shall have full authority and power to borrow moneys and
enter into foreign exchange transactions; and (F) and acknowledges that this
Agreement sets out to the fullest extent the duties of Bank, (ii) Bank hereby
represents and warrants to Customer that: (A) it has the full power and
authority to perform its obligations hereunder, (B) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; and (C) it has taken all necessary action to authorize the execution and
delivery hereof.
(i) NOTICES. All notices hereunder shall be effective when actually
received. Any notices or other communications which may be required hereunder
are to be sent to the parties at the following addresses or such other addresses
as may subsequently be given to the other party in writing: (a) if to the Bank:
The Chase Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, N.Y. 11245,
Attention: Global Investor Services, Investment Management Group. Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇; and (b) if to the Customer: ▇▇▇▇▇▇▇
Advisors, Inc., Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President and Treasurer, Global
High Income Dollar Fund Inc., Newport Center III, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Telephone: ▇▇▇-▇▇▇-▇▇▇▇, Facsimile:
▇▇▇-▇▇▇-▇▇▇▇.
Notices and other writings contemplated by this Agreement, other than
Instructions, shall be delivered (a) by hand, (b) by first class registered or
certified mail, postage prepaid, return receipt requested, (c) by a nationally
recognized overnight courier, or (d) by facsimile transmission, provided that
any notice or other writing sent by facsimile transmission shall also be mailed,
postage prepaid, to the party to whom such notice is addressed.
(j) TERMINATION. This Agreement may be terminated by Customer or Bank by
giving sixty (60) days' written notice to the other, such notice to be delivered
in accordance with Section 13(i) of this Agreement. Within sixty (60) days
following receipt of the notice of termination given by either party, Customer
shall deliver to Bank Instructions specifying the names of the persons to whom
Bank shall deliver the Assets. In the event of the appointment of a successor
custodian, it is agreed that the Assets of the Customer held by the Bank or any
Subcustodian shall be delivered to the successor in accordance with reasonable
Instructions. The Bank agrees to cooperate with the Customer in the execution of
documents and performance of other actions necessary or desirable in order to
facilitate the succession of the new custodian. If no successor custodian shall
be appointed, the Bank shall in like manner transfer the Customer's Assets in
accordance with Instructions. In either case Bank shall deliver the Assets to
the persons so specified, after deducting any amounts which Bank determines in
good faith to be owed to it under Section 13. If within sixty (60) days
following receipt of a notice of termination by
11
Bank, Bank does not receive Instructions from Customer specifying the names of
the persons to whom Bank shall deliver the Assets, Bank, at its election, may
deliver the Assets to a bank or trust company doing business in the State of New
York to be held and disposed of pursuant to the provisions hereof, or to
Authorized Persons, or may continue to hold the Assets until Instructions are
provided to Bank.
(k) MONEY LAUNDERING. Customer warrants and undertakes to Bank for itself
and its agents that all Customer's customers are properly identified in
accordance with US Money Laundering regulations and guidelines as in effect
from time to time.
(1) CONFIDENTIALITY AND IMPUTATION OF CERTAIN INFORMATION. Bank and
Customer agree that each shall treat confidentially the terms and conditions of
this Agreement and all information provided by each party to the other regarding
its business and operations. All confidential information provided by a party
hereto shall be used by any other party hereto solely for the purpose or
rendering or obtaining services pursuant to this Agreement and, except as may be
required in carrying out this Agreement, shall not be disclosed to any third
party without the prior written consent of such providing party. The foregoing
shall not be applicable to any information that is publicly available when
provided or thereafter becomes publicly available other than through a breach of
this Agreement, or that is required to be disclosed by or to any bank examiner
of the Bank or Subcustodian, any regulatory authority, any auditor of the
parties hereto, or by judicial or administrative process or otherwise by
applicable law. Bank shall not be held responsible for and shall not be required
to have regard to information held by any person by imputation or information of
which Bank is not aware by virtue of a "Chinese Wall" arrangement. If Bank
becomes aware of confidential information which in good faith it feels inhibits
it from effecting a transaction hereunder Bank may refrain from effecting it.
(m) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and which
collectively shall be deemed to constitute only one instrument. This Agreement
shall become effective when one or more counterparts have been signed and
delivered by each of the parties.
15. DEFINITIONS.
As used herein, the following terms shall have the meaning hereinafter
stated:
(a) "Certificated Security" shall mean a security that is represented by a
certificate.
(b) "Custody Account" shall mean each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant hereto.
(c) "Entitlement Holder" shall mean the person on the records of a
Securities Intermediary as the person having a Securities Entitlement against
the Securities Intermediary.
(d) "Financial Asset" shall mean, as the context requires, either the
asset itself or the means by which a person's claim to it is evidenced,
including a Certificated Security or Uncertificated Security, a security
certificate, or a Securities Entitlement. Financial Assets shall also include
investments that are not ownership interests as may be traditionally represented
by certificates such as loan participations, repurchase agreements and
derivative arrangements. Financial Assets shall not include cash.
(e) " Securities" shall mean stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated Securities or
Uncertificated Securities and commonly traded or dealt in on securities
exchanges or financial markets, and other obligations of an issuer, or shares,
participations and interests in an issuer recognized in an area in which it is
issued or dealt in as a medium for investment and any other
12
property as shall be acceptable to Bank for the Custody Account.
(f) "Securities Entitlement" shall mean the rights and property interest
of an Entitlement Holder with respect to a Financial Asset as set forth in Part
5 of the Uniform Commercial Code.
(g) "Securities Intermediary" shall mean Bank, a Subcustodian, a
securities depository, and any other financial institution which in the ordinary
course of business maintains custody accounts for others and acts in that
capacity.
(h) "Uncertificated Security" shall mean a security that is not
represented by a certificate.
(i) "Uniform Commercial Code" shall mean Article 8 of the Uniform
Commercial Code of the State of New York, as the same may be amended from time
to time.
16. Compliance with Securities and Exchange Commission rule 17f-5
("rule 17f-5").
(a) Customer's board of directors (or equivalent body) (hereinafter
"Board") hereby delegates to Bank, and Bank hereby accepts the delegation to it
of, the obligation to perform as Customer's "Foreign Custody Manager" (as that
term is defined in rule 17f-5(a)(3}), including for the purpose of selecting
Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(l), as the
same may be amended from time to time or that have otherwise been made exempt
pursuant to an SEC exemptive order) to hold Customer's foreign Assets and of
evaluating the contractual arrangements with such Eligible Foreign Custodians
(as set forth in rule 17f-5(c)(2)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the placement of
Foreign Assets with particular Eligible Foreign Custodians and of any
material change in the arrangements with such Eligible Foreign Custodians,
with such reports to be provided to Customer's Board at such times as the
Board deems reasonable and appropriate based on the circumstances of
Customer's foreign custody arrangements but until further notice from
Customer requesting a different schedule, such reports shall be provided
not less man quarterly in summary form, with a more detailed report
annually.
(ii) exercise such reasonable care, prudence and diligence in performing as
Customer's Foreign Custody Manager as a person having responsibility for
the safekeeping of Foreign Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined
that Foreign Assets placed and maintained in the safekeeping of such
Eligible Foreign Custodian shall be subject to reasonable care, based on
the standards applicable to custodians in the relevant market, after having
considered all factors relevant to the safekeeping of such Assets,
including, without limitation, those factors set forth in rule
17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian requires that the Eligible Foreign Custodian will provide
reasonable care for Foreign Assets based on the standards applicable to
custodians in the relevant market; and
(v) have established a system to monitor the continued appropriateness of
maintaining Foreign Assets with particular Eligible Foreign Custodians and
of the governing contractual arrangements; it being understood, however,
that in the event that Bank shall have determined that the existing
Eligible Foreign Custodian in a given country would no longer afford
Foreign Assets reasonable care and that no other Eligible Foreign Custodian
in that country would afford reasonable care, Bank shall promptly so advise
13
Customer and shall then act in accordance with the Instructions of Customer
with respect to the disposition of the affected Foreign Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant
to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein and in Section 17 hereof,
Customer shall be solely responsible to assure that the maintenance of Foreign
Assets hereunder complies with the rules, regulations, interpretations and
exemptive orders promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a US Bank as defined in
rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed
and maintained in Bank's custody are subject to the Investment Company Act of
1940, as amended (the "1940 Act") as the same may be amended from time to time;
(2) its Board (or other governing body) has determined that it is reasonable to
rely on Bank to perform as Customer's Foreign Custody Manager; and (3) its Board
(or other governing body) or its investment adviser shall have determined that
Customer may maintain Foreign Assets in each country in which Customer's Foreign
Assets shall be held hereunder and determined to accept the risks arising
therefrom (including, but not limited to, a country's financial infrastructure,
prevailing custody and settlement practices, laws applicable to the safekeeping
and recovery of Foreign Assets held in custody, and the likelihood of
nationalization, currency controls and the like) (collectively ("Country
Risk")). Nothing contained herein shall require Bank to make any selection on
behalf of Customer that would entail consideration of Country Risk and, except
as may be provided in (e) below, to engage in any monitoring of Country Risk.
(e) Bank shall provide to Customer such information relating to Country
Risk as is specified in Appendix 1-A hereto. Customer hereby acknowledges that:
(i) such information is solely designed to inform Customer of market conditions
and procedures and is not intended as a recommendation to invest or not invest
in particular markets; and (ii) Bank has gathered the information from sources
it considers reliable, but that Bank shall have no responsibility for
inaccuracies or incomplete information.
17. Compliance with Securities and Exchange Commission rule 17f-7
("rule 17f-7").
(a) Bank shall, for consideration by Customer, provide an analysis of the
custody risks associated with maintaining Customer's Foreign Assets with each
Eligible Securities Depository used by Bank as of the date hereof (or, in the
case of an Eligible Securities Depository not used by Bank as of the date
hereof, prior to the initial placement of Customer's Foreign Assets at such
Depository) and at which any Foreign Assets of Customer are held or are expected
to be held. Bank shall monitor the custody risks associated with maintaining
Customer's Foreign Assets at each such Eligible Securities Depository on a
continuing basis and shall promptly notify Customer or its adviser of any
material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in
performing the requirements set forth in Section 17(a) above.
(c) Based on the information available to it in the exercise of diligence,
Bank shall determine the eligibility under rule 17f-7 of each depository before
including it on Appendix 1-B hereto and shall promptly advise Customer if any
Eligible Securities Depository ceases to be eligible. (Eligible Securities
Depositories used by Bank as of the date hereof are set forth in Appendix 1-B
hereto, and as the same may be amended on notice to Customer from time to time.)
14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
GLOBAL HIGH INCOME DOLLAR FUND INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
: ss.
COUNTY OF New York )
On this 1st day of July, 2001, before me personally came ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
to me known, who being by me duly sworn, did depose and say that he is Vice
President and Treasurer of the entity described in and which executed the
foregoing instrument; that he knows the seal of said entity, that the seal
affixed to said instrument is such seal, that it was so affixed by order of said
entity, and that he signed his name thereto by like order.
Sworn to before me this
1st day of July, 2001.
/s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
--------------------------
Notary
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
NOTARY PUBLIC STATE OF NEW YORK
NO ▇▇-▇▇▇▇▇▇▇
QUALIFIED IN RICHMOND COUNTY
CERTIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES JULY 15, 2002
State of Massachusetts )
: ss.
County of Suffolk )
On this 1st day of August, 2001, before me personally came, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
to me known, who being by me duly sworn, did depose and say that he resides in
Suffolk County, Massachusetts; that he is Vice President of The Chase Manhattan
Bank, the corporation described in and which executed the foregoing instrument;
that he knows the seal of said corporation, that the seal affixed to said
instrument is such corporate seal, that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name thereto by like
order:
Sworn to before me this 1st day of August, 2001
/s/ [Illegible]
-------------------------
Notary
[JPMORGAN LOGO]
SCHEDULE A
SUB-CUSTODIAN EMPLOYED BY
THE CHASE MANHATTAN BANK, GLOBAL CUSTODY
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
ARGENTINA The Chase Manhattan Bank BANCO GENERALE DE NEGOCIOS
Arenales ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Citibank, N.A. BANCO GENERALE DE NEGOCIOS
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
AUSTRALIA The Chase Manhattan Bank AUSTRALIA AND NEW ZEALAND BANKING GROUP LTD.
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
AAP Center
▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
AUSTRIA Bank Austria ▇▇ ▇▇▇▇▇ MANHATTAN BANK AG
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ - ▇ ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
BAHRAIN HSBC Bank Middle East NATIONAL BANK OF BAHRAIN
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ Standard Chartered Bank STANDARD CHARTERED BANK
18-20 Motijheel C.A. ▇▇▇▇▇
▇▇▇ ▇▇▇,
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Fortis Bank N.V. CHASE MANHATTAN BANK AG
▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
BELGIUM
Correspondent banks are listed for information only. May 22, 2001
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
BERMUDA The Bank of Bermuda Limited THE BANK OF BERMUDA LTD
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ HMDX
BERMUDA
BOTSWANA Barclays Bank of Botswana Limited BARCLAYS BANK OF BOTSWANA LTD
Barclays House, Khama Crescent GABORONE
Gaborone
BOTSWANA
BRAZIL Citibank, N.A. CITIBANK, N.A.,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Sao Paulo, SP ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇
BankBoston, N.A. BANKBOSTON, N.A.
Rua Libero Badaro, 425-29 andar SAO PAULO
Sao Paulo - SP ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇
BULGARIA ING Bank N.V. ING BANK N.V.
▇▇▇▇▇ ▇▇▇▇▇▇ SOFIA
7 Vassil ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
CANADA Canadian Imperial Bank of Commerce ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Security Level
Toronto, Ontario M5L 1G9
CANADA
Royal Bank of Canada ROYAL BANK OF CANADA
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
Ontario M5J 2J5
CANADA
CHILE Citibank, N.A. CITIBANK, N.A.
▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
2
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
CHINA - SHANGHAI The Hongkong and Shanghai Banking CITIBANK, N.A.
Corporation Limited NEW YORK
▇▇/▇, ▇▇▇▇▇▇▇▇ Senmao International Building
101 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
THE PEOPLE'S REPUBLIC OF CHINA
CHINA - SHENZHEN The Hongkong and Shanghai Banking THE CHASE MANHATTAN BANK
Corporation Limited HONG KONG
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Hotel
No. 1 ▇▇▇▇ ▇▇▇▇ Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
COLOMBIA Cititrust Colombia S.A. CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
Sociedad Fiduciaria SANTA FE DE BOGOTA
▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇, ▇.▇.
COLOMBIA
CROATIA Privredna banka Zagreb d.d. PRIVREDNA BANKA ZAGREB D.D.
▇▇▇▇▇▇ ▇.▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
CYPRUS The Cyprus Popular Bank Ltd. CYPRUS POPULAR BANK
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
P.O. Box 22032
CY-1598 Nicosia,
CYPRUS
CZECH REPUBLIC Ceskoslovenska Obchodni Banka, A.S. CESKOSLOVENSKA OBCHODNI BANKA, A.S
Na ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇ Prague 1
CZECH REPUBLIC
DENMARK Danske Bank A/S ▇▇▇▇▇▇▇ ▇/▇
▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ Copenhagen K
DENMARK
3
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
ECUADOR Citibank, N.A. CITIBANK, N.A.
Av. Republica de El ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Naciones Unidas (Esquina)
Quito
ECUADOR
EGYPT Citibank, N.A. CITIBANK, N.A.
4 ▇▇▇▇▇ ▇▇▇▇▇ Street CAIRO
Garden City
Cairo
EGYPT
ESTONIA Hansabank ESTI UHISPANK
▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bank Plc CHASE MANHATTAN BANK AG
2598 Custody Services FRANKFURT
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇-▇
▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
FINLAND
FRANCE BNP PARIBAS ▇.▇. ▇▇▇▇▇ MANHATTAN BANK ▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇
▇, ▇▇▇ ▇'▇▇▇▇▇
75078 ▇▇▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇▇▇▇
Societe Generale CHASE MANHATTAN BANK AG
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Credit Agricole Indosuez CHASE MANHATTAN BANK AG
▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
FRANCE
GERMANY Dresdner Bank ▇▇ ▇▇▇▇▇ MANHATTAN BANK AG
▇▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇
▇▇▇▇▇▇▇
4
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
GHANA Barclays Bank of Ghana Limited BARCLAYS BANK OF GHANA LTD
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ HSBC Bank plc CHASE MANHATTAN BANK ▇▇
▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
HONG KONG The Hongkong and Shanghai Banking THE CHASE MANHATTAN BANK
Corporation Limited HONG KONG
36th Floor, Sun Hung Kai Centre
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ Citibank Rt. CITIBANK RT.
Szabadsag ter ▇-▇ ▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇
▇▇▇▇▇ The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI BANKING
Corporation Limited CORPORATION LIMITED
Sudarn ▇▇▇▇ ▇▇▇▇▇ Marg, Worli MUMBAI
Mumbai 400 025
INDIA
Deutsche Bank AG DEUTSCHE BANK AG
Kodak House MUMBAI
▇▇▇ ▇.▇. ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇ 400 001
INDIA
Standard Chartered Bank STANDARD CHARTERED BANK
Phoenix Centre, Phoenix ▇▇▇▇▇ Compound MUMBAI
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇
INDONESIA The Hongkong and Shanghai Banking STANDARD CHARTERED BANK
Corporation Limited JAKARTA
World Trade Center
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
5
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
Standard Chartered Bank STANDARD CHARTERED BANK
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇-▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
IRELAND Bank of Ireland CHASE MANHATTAN BANK AG
International Financial Services ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇
Allied Irish Banks, p.l.c. CHASE MANHATTAN BANK AG
P.O. Box 518 FRANKFURT
International Financial Services Centre
Dublin 1
IRELAND
ISRAEL Bank Leumi le-Israel B.M. BANK LEUMI LE-ISRAEL B.M.
▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ Tel Aviv
ISRAEL
ITALY BNP PARIBAS ▇.▇. ▇▇▇▇▇ MANHATTAN BANK AG
2 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
IVORY COAST Societe Generale de Banques en Cote SOCIETE GENERALE
d'lvoire PARIS
5 et 7, Avenue J. Anoma - 01 B.P. 1355
Abidjan 01
IVORY COAST
JAMAICA CIBC Trust and Merchant Bank CIBC TRUST AND MERCHANT BANK
Jamaica Limited JAMAICA LIMITED
▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇ The Fuji Bank, Limited THE CHASE MANHATTAN BANK
▇-▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
6
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
The Bank of Tokyo-Mitsubishi, Limited THE CHASE MANHATTAN BANK
▇-▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
JORDAN Arab Bank Plc ARAB BANK PLC
P O Box 950544-5 AMMAN
Amman
Shmeisani
JORDAN
KAZAKHSTAN ABN AMRO Bank Kazakhstan ABN AMRO BANK ▇▇▇▇▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ALMATY
480099 Almaty
KAZAKHSTAN
KENYA Barclays Bank of Kenya Limited BARCLAYS BANK OF KENYA LTD
c/o Barclaytrust Investment Services NAIROBI
& Limited
Mezzanine ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ A/S Hansabanka A/S HANSABANKA
Kalku iela 26 ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇
▇▇▇▇▇▇
LEBANON HSBC Bank Middle East THE CHASE MANHATTAN BANK
Ras-Beirut Branch NEW YORK
P.O. Box 11-1380
▇▇▇▇▇ ▇▇▇▇
Ras-Beirut
LEBANON
LITHUANIA Vilniaus Bankas AB VILNIAUS BANKAS AB
▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇-▇▇▇ ▇▇▇▇▇▇▇
LT 2662 Vilnius
LITHUANIA
LUXEMBOURG Banque Generale du Luxembourg ▇.▇. ▇▇▇▇▇ MANHATTAN BANK AG
▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
7
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
MALAYSIA The Chase Manhattan Bank (M) Berhad THE CHASE MANHATTAN BANK (M) BERHAD
Menara Dion, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
MALAYSIA
HSBC Bank Malaysia Berhad HSBC BANK MALAYSIA BERHAD
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
MALAYSIA
MAURITIUS The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI BANKING
Corporation Limited CORPORATION LIMITED
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Street
Port Louis
MAURITIUS
MEXICO Chase Manhattan ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ MANHATTAN ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ Optima MEXICO, D.F
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ #▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, D.F.
MEXICO
Citibank Mexico, S.A. CITIBANK MEXICO, S.A.
Paseo de la Reforma 390 ▇▇▇▇▇▇, ▇.▇
▇▇▇▇▇ ▇▇▇▇▇▇, D.F.
MEXICO
MOROCCO Banque Commerciale du Maroc S.A. BANQUE COMMERCIALE DU MAROC S.A.
2 Boulevard ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Standard Bank Namibia Limited STANDARD CORPORATE & MERCHANT BANK
Mutual Platz JOHANNESBURG
Cnr. ▇▇▇▇▇▇▇▇ and Post Streets
▇.▇.▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ABN AMRO N.V. CHASE MANHATTAN BANK AG
Kernelstede 2 ▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
8
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
Fortis Bank (Nederland) N.V. CHASE MANHATTAN BANK AG
55 Rokin FRANKFURT
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ National Nominees Limited ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇ ▇▇▇ Tower WELLINGTON
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
*NIGERIA* Stanbic Merchant Bank Nigeria Limited STANDARD BANK OF SOUTH AFRICA
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION*
NORWAY Den norske Bank ASA DEN ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
OMAN HSBC Bank Middle East OMAN ARAB BANK
Bait Al Falaj Main Office ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇ Citibank, N.A. CITIBANK, N.A.
AWT Plaza KARACHI
▇.▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Deutsche Bank AG DEUTSCHE BANK AG
Unitowers KARACHI
▇.▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
9
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
Standard Chartered Bank STANDARD CHARTERED BANK
Box 4896 KARACHI
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
PERU Citibank, N.A. BANCO DE CREDITO DEL PERU
Camino Real 457 LIMA
Torre Real - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI BANKING
Corporation Limited CORPORATION LIMITED
▇▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
25 ADB Avenue
Ortigas Center
Pasig City, Manila
PHILIPPINES
POLAND Bank Handlowy w. Warszawie S.A. BANK ROZWOJU EKSPORTU S.A.
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇-▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
Bank Polska Kasa Opieki S.A. BANK ROZWOJU EKSPORTU S.A.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇-▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
PORTUGAL Banco Espirito Santo e Comercial de CHASE MANHATTAN BANK AG
Lisboa, S.A. FRANKFURT
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇/▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Banco Comercial Portugues, ▇.▇. ▇▇▇▇▇ MANHATTAN BANK AG
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
ROMANIA ABN AMRO Bank (Romania) S.A. ABN AMRO BANK (ROMANIA) S.A.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇
10
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
ING Bank N.V. ING BANK N.V.
▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇
*RUSSIA* Chase Manhattan Bank International THE CHASE MANHATTAN BANK
1st Tverskaya - Yamskaya, 23 NEW YORK
125047 Moscow A/C THE CHASE MANHATTAN
RUSSIA LONDON (US$ NOSTRO ACCOUNT)
Credit Suisse First Boston AO THE CHASE MANHATTAN BANK
Nikitsky Pereulok, 5 NEW YORK
103009 Moscow A/C THE CHASE MANHATTAN
RUSSIA LONDON (US$ NOSTRO ACCOUNT)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
SINGAPORE Standard Chartered Bank OVERSEA-CHINESE BANKING CORPORATION
3/F, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
SLOVAK REPUBLIC Ceskoslovenska Obchodni Banka, A.S. CESKOSLOVENSKA OBCHODNI BANKA, A.S.
Michalska 18 ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Bank Austria Creditanstalt d.d. Ljubljana BANK AUSTRIA CREDITANSTALT D.D. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
SOUTH AFRICA The Standard Bank of South Africa Limited STANDARD CORPORATE & MERCHANT BANK
Standard Bank Centre JOHANNESBURG
Ist Floor
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
SOUTH KOREA The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI BANKING
Corporation Limited CORPORATION LIMITED
▇/▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
#▇▇, ▇▇▇▇▇▇▇-▇▇▇▇ ▇-▇▇
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
11
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
Standard Chartered Bank STANDARD CHARTERED BANK
22/F, Seoul Finance Centre Building SEOUL
▇▇, ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇-▇▇
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Chase Manhattan Bank CMB, ▇.▇. ▇▇▇▇▇ MANHATTAN BANK AG
▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
SRI LANKA The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI BANKING
Corporation Limited CORPORATION LIMITED
▇▇▇▇ #▇▇-▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ Trade Center
▇▇▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇
SWEDEN Skandinaviska Enskilda Banken SVENSKA HANDELSBANKEN
Sergels Torg 2 ▇▇▇▇▇▇▇▇▇
▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
SWITZERLAND UBS AG UBS ▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
TAIWAN The Chase Manhattan Bank THE CHASE MANHATTAN BANK
14th Floor TAIPEI
▇, ▇▇▇ ▇▇▇ ▇. ▇▇▇▇ ▇▇▇. ▇
▇▇▇▇▇▇
▇▇▇▇▇▇
The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI BANKING
Corporation Limited CORPORATION LIMITED
International Trade Building TAIPEI
16th Floor, Taipei World Trade Center
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Standard Chartered Bank STANDARD CHARTERED BANK
14th Floor, Zone B BANGKOK
Sathorn Nakorn Tower
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
12
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
TUNISIA Banque Internationale Arabe de Tunisie, BANQUE INTERNATIONALE ARABE DE TUNISIE, S.A.
S.A. TUNIS
▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ The Chase Manhattan Bank THE CHASE MANHATTAN BANK
Emirhan Cad. No: 145 ISTANBUL
Atakule, A Blok Kat:11
▇▇▇▇▇-▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
*UKRAINE* ING Bank Ukraine ING BANK UKRAINE
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
U.A.E. HSBC Bank Middle East THE NATIONAL BANK OF ABU DHABI
▇.▇. ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
U.K. The Chase Manhattan Bank NATIONAL WESTMINSTER BANK
▇▇▇▇▇▇ Court LONDON
Ground Floor
▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
URUGUAY BankBoston, N.A. BANKBOSTON, ▇.▇.
▇▇▇▇▇▇ 1463 MONTEVIDEO
Montevideo
URUGUAY
U.S.A. The Chase Manhattan Bank THE CHASE MANHATTAN BANK
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇
U.S.A.
13
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
---------------- --------------------------------------------------- -------------------------------------------
VENEZUELA Citibank, N.A. CITIBANK, N.A.
Carmelites a ▇▇▇▇▇▇▇▇▇▇ CARACAS
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI BANKING
Corporation Limited CORPORATION LIMITED
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
Ho Chi Minh City
VIETNAM
ZAMBIA Barclays Bank of Zambia Limited BARCLAYS BANK OF ZAMBIA LTD
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
ZIMBABWE Barclays Bank of Zimbabwe Limited BARCLAYS BANK OF ZIMBABWE LTD
▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ Avenue
Harare
ZIMBABWE
14
Appendix 1-A
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank shall
furnish upon the initial placing of Foreign Assets into a country and annually
thereafter the following information:
A Opinions of local counsel concerning:
i. Whether applicable foreign law would restrict the access afforded
Customer's independent public accountants to books and records kept by an
Eligible Foreign Custodian located in that country.
ii. Whether applicable foreign law would restrict the Customer's
ability to recover its assets in the event of the bankruptcy of an Eligible
Foreign Custodian located in that country.
iii. Whether applicable foreign law would restrict the Customer's
ability to recover assets that are lost while under the control of an Eligible
Foreign Custodian located in the country.
B. Written information concerning:
i. The likelihood of expropriation, nationalization, freezes, or
confiscation of Customer's assets.
ii. Whether difficulties in converting Customer's cash and cash
equivalents to US dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership restrictions,
(iii) foreign exchange, (iv) securities settlement and registration, (v)
taxation, (vi) market settlement risk, (vii) Eligible Securities
Depositories (including Depository evaluation), if any.
2. Bank shall furnish the following additional information:
Market flashes, including with respect to changes in the information
in market reports.
[JPMORGAN LOGO]
Appendix 1-B
INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT
SECURITIES DEPOSITORIES
COUNTRY DEPOSITORY INSTRUMENTS
-------------------- --------------------------------------------------- --------------------------------------------------
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
ARGENTINA CRYL Government Debt
(Central de Registration y Liquidation de
Instrumentos de Endeudamiento Publico)
AUSTRALIA AUSTRACTCAR LIMITED Corporate Debt, Money Market, Semi-Government Debt
AUSTRALIA CHESS Equity
(Clearing House Electronic Sub-register System)
AUSTRALIA RITS Government Debt
(Reserve Bank of Australia/Reserve Bank
Information and Transfer System)
AUSTRIA OEKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
BELGIUM CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
BELGIUM NBB Corporate Debt, Government Debt
(National Bank of Belgium)
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e Custodia)
BRAZIL CETIP Corporate Debt
(Central de Custodia e Liquidacao Financiera de
Titulos Privados)
BRAZIL SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
BULGARIA BNB Government Debt
(Bulgaria National Bank)
BULGARIA CDAD Equity, Corporate Debt
(Central Depository A.D.)
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities Limited)
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
CHINA, SSCCRC Equity
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ has gathered the
information from a source it considers reliable, however, it cannot be
responsible for inaccuracies, incomplete information or updating of the
information furnished hereby.
▇▇ ▇▇▇▇▇▇ Investor Services Network Management June 6, 2001
2
COUNTRY DEPOSITORY INSTRUMENTS
-------------------- --------------------------------------------------- --------------------------------------------------
SHANGHAI (Shanghai Securities Central Clearing and
Registration Corporation)
CHINA, SHENZHEN SSCC Equity
(Shenzhen Securities Clearing Company, Limited)
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
COLOMBIA DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de Colombia
S.A.)
CROATIA SDA Equity, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
CROATIA MOF Short-term debt issued by the Ministry of
(Ministry of Finance of the Republic of Croatia) Finance.
CROATIA CNB Short-term debt issued by the National Bank of
(Croatian National Bank) Croatia.
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennycb papiru - Ceska republica)
CZECH REPUBLIC CNB Government Debt
(Czech National Bank)
DENMARK VP Equity, Corporate Debt, Government Debt
(Vacrdipapircentralen A/S)
EGYPT MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and Depository,
S.A.E.)
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite Keskdepositoorium)
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository Limited)
FRANCE EUROCLEAR FRANCE Equity, Corporate Debt, Government Debt
GERMANY CBF Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
GREECE CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
GREECE BOG Government Debt
(Bank of Greece)
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ has gathered the
information from a source it considers reliable, however, it cannot be
responsible for inaccuracies, incomplete information or updating of the
information furnished hereby.
3
COUNTRY DEPOSITORY INSTRUMENTS
-------------------- --------------------------------------------------- --------------------------------------------------
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company Limited)
HONG KONG CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
HUNGARY KELER Equity, Corporate Debt, Government Debt
(Central Clearing House and Depository (Budapest)
Ltd. - Kozponti Elszamolohaz es Ertektar
(Budapest) Rt.)
INDIA NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
INDIA CDSL Equity
(Central Depository Services (India) Limited)
INDIA RBI Government Debt
(Reserve Bank of India)
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
IRELAND CREST Equity, Corporate Debt
(CRESTCo Limited)
ISRAEL TECH Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House)
ITALY MONTE TITOLL S.P.A. Equity, Corporate Debt, Government Debt
IVORY COAST DC/BR Equity
(Le Depositaire Central / Banque de Reglement
JAMAICA JCSD Equity, Corporate Debt, Government Debt
(Jamaica Central Securities Depository)
JAPAN JASDEC Equity, Convertible Debt
(Japan Securities Depository Center)
JAPAN BOJ Registered Government Debt
(Bank of Japan)
KAZAHKSTAN CSD Equity
(Central Securities Depository CJSC)
KENYA CBCD Government Debt
(Central Bank Central Depository)
LATVIA LCD Equity, Corporate Debt, Government Debt
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ has gathered the
information from a source it considers reliable, however, it cannot be
responsible for inaccuracies, incomplete information or updating of the
information furnished hereby.
4
COUNTRY DEPOSITORY INSTRUMENTS
-------------------- --------------------------------------------------- --------------------------------------------------
(Latvian Central Depository)
LEBANON MIDCLEAR ▇.▇.▇. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East ▇.▇.▇.)
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
LUXEMBOURG CBL Equity
(Clearstream Banking S.A.)
MALAYSIA MCD Equity, Corporate Debt
(Malaysian Central Depository Sdn. Bhd.)
MALAYSIA BNM Government Debt
(Bank Negara Malaysia)
MAURITIUS CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
MEXICO INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
MOROCCO MAROCLEAR Equity, Corporate Debt, Government Debt
NETHERLANDS . NECIGEF Equity, Corporate Debt, Government Debt
(Nederlands Centraal Insituut voor Giraal
Effectenverkeer B.V.)
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
OMAN MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
PAKISTAN CDC Equity, Corporate Debt
(Central Depository Company of Pakistan Limited)
PAKISTAN SBP Government Debt
(State Bank of Pakistan)
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with ▇▇ ▇▇▇▇▇▇ Chase. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ has gathered the
information from a source it considers reliable, however, it cannot be
responsible for inaccuracies, incomplete information or updating of the
information furnished hereby.
5
COUNTRY DEPOSITORY INSTRUMENTS
-------------------- --------------------------------------------------- --------------------------------------------------
PHILIPPINES PCD Equity
(Philippine Central Depository, Inc.)
PHILIPPINES ▇▇▇▇ Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S A.)
POLAND CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
PORTUGAL INTERBOLSA Equity, Corporate Debt, Government Debt
(Sociedade Gestora de Sistemas de Liquidacao e de
Sistemas Centralizados de Valores Mobiliarios, S.A.)
ROMANIA SNCDD Equity
(National Company for Clearing, Settlement and
Depository for Securities)
ROMANIA BSE Equity
(Bucharest Stock Exchange)
RUSSIA VTB Equity, Corporate Debt, Government Debt
(Vneshtorgbank) (Ministry of Finance Bonds)
RUSSIA NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
SINGAPORE MAS Government Debt
(Monetary Authority of Singapore)
SLOVAK REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR Bratislava, a.s.)
SLOVAK NBS Government Debt
REPUBLIC (National Bank of Slovakia)
SLOVENIA KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna ▇▇▇▇▇▇ ▇.▇.)
SOUTH AFRICA CDL Corporate Debt, Government Debt
(Central Depository (Pty) Limited)
SOUTH AFRICA STRATE Equity
(Share Transactions Totally Electronic)
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ has gathered the
information from a source it considers reliable, however, it cannot be
responsible for inaccuracies, incomplete information or updating of the
information furnished hereby.
6
COUNTRY DEPOSITORY INSTRUMENTS
-------------------- --------------------------------------------------- --------------------------------------------------
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
SPAIN SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion de Valores,
S.A.)
SPAIN CBEO Government Debt
(Banco de Espana / Central Book Entry Office)
SRI LANKA CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
SWEDEN VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
SWITZERLAND SIS Equity, Corporate Debt, Government Debt
(SIS SegalmerSettle AG)
TAIWAN TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co., Ltd.)
THAILAND TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company Limited)
TRANSNATIONAL DCC Euro-CDs
(The Depository and Clearing Centre)
TRANSNATIONAL CBL Internationally Traded Debt, Equity
(Clearstream Banking, S.A.)
TRANSNATIONAL EUROCLEAR Internationally Traded Debt, Equity
TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle pour la
Compensation et le Depot des Valeurs Mobilieres)
TURKEY TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
UNITED ARAB EMIRATES DFM Equity, Corporate Debt, Government Debt
(Dubai Financial Market Clearing House)
UNITED KINGDOM CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
UNITED KINGDOM CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
UNITED STATES DTC Equity, Corporate Debt
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ has gathered the
information from a source it considers reliable, however, it cannot be
responsible for inaccuracies, incomplete information or updating of the
information furnished hereby.
7
COUNTRY DEPOSITORY INSTRUMENTS
-------------------- --------------------------------------------------- --------------------------------------------------
(Depository Trust Company)
UNITED STATES PTC Mortgage Back Debt
(Participants Trust Company)
UNITED STATES FED Government Debt
(The Federal Reserve Book-Entry System)
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
VENEZUELA CVV Equity, Corporate Debt, Money Market
(Caja Venezolana de Valores, S.A.)
VIETNAM SCC Equity, Corporate Debt, Government Debt
(Securities Custody Centre)
ZAMBIA CSD Equity, Government Debt
(▇▇▇▇ Central Shares Depository Limited)
ZAMBIA BoZ Government Debt
(Bank of Zambia)
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ has gathered the
information from a source it considers reliable, however, it cannot be
responsible for inaccuracies, incomplete information or updating of the
information furnished hereby.
8
GLOBAL PROXY SERVICE RIDER
To
Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
GLOBAL HIGH INCOME DOLLAR FUND INC.
dated July 1, 2001.
1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures") furnished
to Customer, as the same may be amended by Bank from time to time on prior
notice to Customer. The Procedures are incorporated by reference herein and
form a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by Bank
to Customer of the dates of pending shareholder meetings, resolutions to be
voted upon and the return dates as may be received by Bank or provided to
Bank by its Subcustodians or third parties, and (b) voting by Bank of
proxies based on Customer Instructions. Original proxy materials or copies
thereof shall not be provided. Notifications shall generally be in English
and, where necessary, shall be summarized and translated from such
non-English materials as have been made available to Bank or its
Subcustodian. In this respect Bank's only obligation is to provide
information from sources it believes to be reliable and/or to provide
materials summarized and/or translated in good faith. Bank reserves the
right to provide Notifications, or parts thereof, in the language received.
Upon reasonable advance request by Customer, backup information relative to
Notifications, such as annual reports, explanatory material concerning
resolutions, management recommendations or other material relevant to the
exercise of proxy voting rights shall be provided as available, but without
translation.
3. While Bank shall attempt to provide accurate and complete Notifications,
whether or not translated, Bank shall not be liable for any losses or other
consequences that may result from reliance by Customer upon Notifications
where Bank prepared the same in good faith.
4 Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Proxy Services Bank shall be acting solely as the
agent of Customer, and shall not exercise any discretion with regard to
such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of circumstances,
including, without limitation, where the relevant Financial Assets are: (i)
on loan; (ii) at registrar for registration or reregistration; (iii) the
subject of a conversion or other corporate action; (iv) not held in a name
subject to the control of Bank or its Subcustodian or are otherwise held in
a manner which precludes voting; (v) not capable of being voted on account
of local market regulations or practices or restrictions by the issuer; or
(vi) held in a margin or collateral account.
6 Customer acknowledges that in certain countries Bank may be unable to vote
individual proxies but shall only be able to vote proxies on a net basis
(e.g., a net yes or no vote given the voting instructions received from all
customers).
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall in
no event sell, license, give or otherwise make the information provided
hereunder available, to any third party, and shall not directly or
indirectly compete with Bank or diminish the market for Proxy Services by
provision of such information, in whole or in part, for compensation or
otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be furnished to
Bank in accordance with Section 10 of the Agreement. Proxy Services fees
shall be as set forth in Section 13 of the Agreement or as separately
agreed.
2
SPECIAL TERMS AND CONDITIONS RIDER
GLOBAL CUSTODY AGREEMENT
WITH
Global High Income Dollar Fund Inc.
------------------------------
DATE July 1, 2001
------------------------------
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic US and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the pertinent
provisions of Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of Bank's nominee
or the nominee of a central depository) and communications with respect to
Financial Assets in the Custody Account as call for voting or relate to legal
proceedings within a reasonable time after sufficient copies are received by
Bank for forwarding to its customers. In addition, Bank shall follow coupon
payments, redemptions, exchanges or similar matters with respect to Financial
Assets in the Custody Account and advise Customer or the Authorized Person for
such Account of rights issued, tender offers or any other discretionary rights
with respect to such Financial Assets, in each case, of which Bank has received
notice from the issuer of the Financial Assets, or as to which notice is
published in publications routinely utilized by Bank for this purpose.