1
Ex-99.8
This AGREEMENT is effective July 17, 1989, and is between THE CHASE
MANHATTAN BANK, N.A. (the "Bank") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ DEVELOPING
CAPTIAL MARKETS FUND, INC.(the "Customer".)
1. Customer Accounts.
The Bank agrees to establish and maintain the following
accounts ("Accounts"):
(a) a custody account in the name of the Customer ("Custody
Account) for any and all stocks, shares, bonds, debentures, notes,
mortgages or other obligations for the payment of money, bullion,
coin and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same
or evidencing or representing any other rights or interests therein
and other similar property whether certificated or uncertificated
as may be received by the Bank or its Subcustodian (as defined in
Section 3) for the account of the Customer ("Securities"); and
(b) a deposit account in the name of the Customer ("Deposit
Account")for any and all cash in any currency received by the Bank
or its Subcustodian for the account of the Customer, which cash
shall not be subject to withdrawal by draft or check.
The Customer warrants its authority to: 1) deposit the cash and
Securities ("Assets") received in the Accounts and 2) give
Instructions (as defined in Section 11) concerning the Accounts.
The Bank may deliver securities of the same class in place of those
deposited in the Custody Account.
Upon written agreement between the Bank and the Customer,
additional Accounts may be established and separately
accounted for as additional Accounts under the terms of this
Agreement.
2. Maintenance of Securities and Cash at Bank and Subcustodian
Locations.
Unless Instructions specifically require another location
acceptable to the Bank:
(a) Securities will be held in the country or other
jurisdiction in which the principal trading market for such
Securities is located, where such Securities are to be presented
for payment or where such Securities are acquired; and
(b) cash will be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the
legal currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the
particular currency. To the extent Instructions are issued and the
Bank can comply with such Instructions, the Bank is authorized to
maintain cash balances on deposit for the Customer with itself or
one of its affiliates at such reasonable rates of interest as may
from time to time be paid on such accounts, or in non-interest
bearing accounts as the Customer may direct, if acceptable to the
Bank.
If the Customer wishes to have any of its Assets held in the
custody of an institution other than the established Subcustodians
or their securities depositories, such arrangement must be
authorized by a written agreement, signed by the Bank and the
Customer.
3. Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the subcustodians
listed in Schedule A of this Agreement with which the Bank has
entered into subcustodial agreements (Subcustodians). The Customer
authorizes the Bank to hold Assets in the Accounts in accounts
which the Bank has established with one or more of its branches or
Subcustodians. The Bank and Subcustodians are authorized to hold
any of the Securities in their account with any securities
depository in which they participate.
The Bank reserves the right to add new, replace or remove
Subcustodians. The Customer will be given reasonable notice by the
Bank of any amendment to Schedule A. Upon request by the Customer,
the Bank will identify the name, address and principal place of
business of any Subcustodian of the Customer's Assets and the name
and address of the governmental agency or other regulatory
authority that supervises or regulates such Subcustodian.
4. Use of Subcustodian.
(a) The Bank will identify Assets on its books as belonging to
the Customer
(b) A Subcustodian will hold Assets together with assets
belonging to other customers of the Bank in accounts identified on
such Subcustodian's books as special custody accounts for the
exclusive benefit of customers of the Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be
subject only to the instructions of the Bank or its agent. Any
Securities held in a securities depository for the account of a
Subcustodian will be subject only to the instructions of such
Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for
holding its customer's assets shall provide that such assets will
not be subject to any right, charge, security interest, lien or
claim of any kind in favor of such Subcustodian except for safe
custody or administration, and that the beneficial ownership of
such assets will be freely transferable without the payment of
money or value other than for safe custody or administration. The
foregoing shall not apply to the extent of any special agreement or
arrangement made by the Customer with any particular Subcustodian.
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5. Deposit Account Transactions.
(a) The Bank or its Subcustodians will make payments from the
Deposit Account upon receipt of Instructions which include all
Information required by the Bank.
(b) In the event that any payment to be made under this Section
5 exceeds the funds available in the Deposit Account, the Bank, in
its discretion, may advance the Customer such excess amount which
shall be deemed a loan payable on demand, bearing interest at the
rate customarily charged by the Bank on. similar loans.
(c) If the Bank credits the Deposit Account on a payable date,
or at any time prior to actual collection and reconciliation to the
Deposit Account, with interest, dividends, redemptions or any other
amount due, the Customer will promptly return any such amount upon
oral or written notification: (i) that such amount has not been
received in the ordinary course of business or (ii) that such
amount was incorrectly credited. If the Customer does not
promptly return any amount upon such notification, the Bank shall
be entitled, upon oral or written notification to the Customer, to
reverse such credit by debiting the Deposit Account for the amount
previously credited. The Bank or its Subcustodian shall have no
duty or obligation to institute legal proceedings, file a claim or
a proof of claim in any insolvency proceeding or take any other
action with respect to the collection of such amount, but may act
for the Customer upon Instructions after consultation with the
Customer.
6. Custody Account Transactions.
(a) Securities will be transferred, exchanged or delivered by
the Bank or its Subcustodian upon receipt by the Bank of
Instructions which include all information required by the Bank.
Settlement and payment for Securities received for, and delivery of
Securities out of, the Custody Account may be made in accordance
with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation,
delivery of Securities to a purchaser, dealer or their agents
against a receipt with the expectation of receiving later payment
and free delivery. Delivery of Securities out of the Custody Account
may also be made in any manner specifically required by Instructions
acceptable to the Bank.
(b) The Bank, in its discretion, may credit or debit the
Accounts on a contractual settlement date with cash or Securities
with respect to any sale, exchange or purchase of Securities.
Otherwise, such transactions will be credited or debited to the
Accounts on the date cash or Securities are actually received by the
Bank and reconciled to the Accounts.
(i) The Bank may reverse credits or debits made to the
Accounts in its discretion if the related transaction
fails to settle within a reasonable period, determined by
the Bank in its discretion, after the contractual
settlement date for the related transaction.
(ii) If any Securities delivered pursuant to this Section
6 are returned by the recipient thereof, the Bank may
reverse the credits and debits of the particular
transaction at any time.
7. Actions of the Bank.
The Bank shall follow Instructions received regarding Assets
held in the Accounts. However, until it receives Instructions to
the contrary, the Bank will perform the following functions.
(a) Present for payment any Securities which are called,
redeemed or retired or otherwise become payable and all coupons and
other income items which call for payment upon presentation, to the
extent that the Bank or Subcustodian is actually aware of such
opportunities.
(b) Execute in the name of the Customer such ownership and
other certificates as may be required to obtain payments in respect
of Securities.
(c) Exchange interim receipts or temporary Securities for
definitive Securities.
(d) Appoint brokers and agents for any transaction involving
the Securities, including, without limitation, affiliates of the
Bank or any Subcustodian.
(e) Issue statements to the Customer, at times mutually agreed
upon, identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of
any transfers of Assets to or from the Accounts. Such statements,
advices or notifications shall indicate the identity of the entity
having custody of the Assets. Unless the Customer sends the Bank a
written exception or objection to any Bank statement within sixty
days of receipt, the Customer shall be deemed to have approved such
statement. In such event, or where the Customer has otherwise
approved any such statement, the Bank shall, to the extent permitted
by law, be released, relieved and discharged with respect to all
matters set forth in such statement or reasonably implied therefrom
as though it had been settled by the decree of a court of competent
Jurisdiction in an action where the Customer and all persons having
or claiming an interest in the Customer or the Customer's Accounts
were parties.
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All collections of funds or other property paid or distributed
in respect of Securities in the Custody Account shall be made at the
risk of the Customer. The Bank shall have no liability for any loss
occasioned by delay in the actual receipt of notice by the Bank or
by its Subcustodians of any payment, redemption or other transaction
regarding Securities in the Custody Account in respect of which the
Bank has agreed to take any action under this Agreement.
8. Corporate Actions; Proxies.
Whenever the Bank receives information concerning the Securities
which requires discretionary action by the beneficial owner of the
Securities (other than a proxy), such as subscription rights, bonus
issues, stock repurchase plans and rights offerings, or legal
notices or other material intended to be transmitted to securities
holders ("Corporate Actions"), the Bank will give the Customer
notice of such Corporate Actions to the extent that the Bank's
central corporate actions department has actual knowledge of a
Corporate Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting
from a rights issue, stock dividend, stock split or similar
Corporate Action is received which bears an expiration date, the
Bank will endeavor to obtain Instructions from the Customer or its
Authorized Person, as defined in Section 10, but if Instructions are
not received in time for the Bank to take timely action, or actual
notice of such Corporate Action was received too late to seek
Instructions, the Bank is authorized to sell such rights entitlement
or fractional interest and to credit the Deposit Account with the
proceeds or take any other action it deems, in good faith, to be
appropriate in which case it shall be held harmless for any such
action.
The Bank will deliver proxies to the Customer or its designated
agent pursuant to special arrangements which may have been agreed to
in writing. Such proxies shall be executed in the appropriate
nominee name relating to Securities in the Custody Account
registered in the name of such nominee but without indicating the
manner in which such proxies are to be voted; and where bearer
Securities are involved, proxies will be delivered in accordance
with Instructions.
9. Nominees.
Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities
depository, as the case may be. The Bank may, without notice to the
Customer, cause any such Securities to cease to be registered in the
name of any such nominee and to be registered in the name of the
Customer. In the event that any Securities registered in a nominee
name are called for partial redemption by the issuer, the Bank may
allot the called portion to the respective beneficial holders of
such class of security in any manner the Bank deems to be fair and
equitable. The Customer agrees to hold the Bank, Subcustodians, and
their respective nominees harmless from any liability arising
directly or indirectly from their status as a mere record holder of
Securities in the Custody Account.
10. Authorized Persons.
As used in this Agreement, the term "Authorized Person" means
employees or agents including investment managers as have been
designated by written notice from the Customer or its designated
agent to act on behalf of the Customer under this Agreement. Such
persons shall continue to be Authorized Persons until such time as
the Bank receives Instructions from the Customer or its designated
agent that any such employee or agent is no longer an Authorized
Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized
Person received by the Bank, via telephone, telex, TWX, facsimile
transmission, bank wire or other teleprocess or electronic
instruction or trade information system acceptable to the Bank which
the Bank believes in good faith to have been given by Authorized
Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Bank may
specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until cancelled or
superseded.
Any Instructions delivered to the Bank by telephone shall
promptly thereafter be confirmed in writing by an Authorized Person
(which confirmation may bear the facsimile signature of such
Person), but the Customer will hold the Bank harmless for the
failure of an Authorized Person to send such confirmation in
writing, the failure of such confirmation to conform to the
telephone instructions received or the Bank's failure to produce
such confirmation at any subsequent time. Either Party may
electronically record any Instructions given by telephone, and any
other telephone discussions with respect to the Custody Account.
The Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which the Bank shall
make available to the Customer or its Authorized Persons.
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12. Standard of Care; Liabilities.
(a) The Bank shall be responsible for the performance of only
such duties as are set forth in this Agreement or expressly
contained in Instructions which are consistent with the provisions
of this Agreement.
(i) The Bank will use reasonable care with respect to its
obligations under this Agreement and the safekeeping of
Assets. The Bank shall be liable to the Customer for any
loss which shall occur as the result of the failure of a
Subcustodian to exercise reasonable care with respect to
the safekeeping of such Assets to the same extent that the
Bank would be liable to the Customer if the Bank were
holding such Assets in New York. In the event of any loss
to the Customer by reason of the failure of the Bank or its
Subcustodian to utilize reasonable care, the Bank shall be
liable to the Customer only to the extent of the Customer's
direct damages, to be determined based on the market value
of the property which is the subject of the loss at the
date of discovery of such loss and without reference to any
special conditions or circumstances.
(ii) The Bank will not be responsible for any act,
omission, default or for the solvency of any broker or
agent which it or a Subcustodian appoints unless such
appointment was made negligently or in bad faith.
(iii) The Bank shall be indemnified by, and without
liability to the Customer for any action taken or omitted
by the Bank whether pursuant to Instructions or otherwise
within the scope of this Agreement such act or omission was
in good faith, without negligence. In performing its
obligations under this Agreement, the Bank may rely on the
genuineness of any document which it believes in good faith
to have been validly executed.
(iv) The Customer agrees to pay for and hold the Bank
harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other governmental
charges, and any related expenses with respect to income
from or Assets in the Accounts.
(v) The Bank shall be entitled to rely, and may act upon
the advice of counsel (who may be counsel for the Customer)
on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice.
(vi) The Bank need not maintain any insurance for the
benefit of the Customer.
(vii) Without limiting the foregoing, the Bank shall not be
liable for any loss which results from: 1) the general risk
of investing, or 2) investing or holding Assets in a
particular country including, but not limited to, losses
resulting from nationalization, expropriation or other
governmental actions; regulation of the banking or
securities industry; currency restrictions, devaluations or
fluctuations; and market conditions which prevent the
orderly execution of securities transactions or affect the
value of Assets.
(viii) Neither party shall be liable to the other for any
loss due to forces beyond their control including, but not
limited to strikes or work stoppages, acts of war or
terrorism, insurrection, revolution, nuclear fusion,
fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of
this Section 12, it is specifically acknowledged that the Bank shall
have no duty or responsibility to:
(i) question Instructions or make any suggestions to the
Customer or an Authorized Person regarding such
Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Securities;
(iii) advise the Customer or an Authorized Person
regarding any default in the payment of principal or
income of any security other than as provided in Section
5(c) of this Agreement;
(iv) evaluate or report to the Customer or an Authorized
Person regarding the financial condition of any broker,
agent or other party to which Securities are delivered
or payments are made pursuant to this Agreement; or
(v) review or reconcile trade confirmations received
from brokers. The Customer or its Authorized Persons
issuing Instructions shall bear any responsibility to
review such confirmations against Instructions issued to
and statements issued by the Bank.
(c) The Customer authorizes the Bank to act under this Agreement
notwithstanding that the Bank or any of its divisions or affiliates
may have a material interest in a transaction, or circumstances are
such that the Bank may have a potential conflict of duty or interest
including the fact that the Bank or any of its affiliates may
provide brokerage services to other customers, act as financial
advisor to the issuer of Securities, act as a lender to the issuer
of Securities, act in the same transaction as agent for more than
one customer, have a material interest in the issue of Securities,
or earn profits from any of the activities listed herein.
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13. Fees and Expenses.
The Customer agrees to pay the Bank for its services under
this Agreement such amount as may be agreed upon in writing,
together with the Bank's reasonable out-of-pocket or incidental
expenses, including, but not limited to legal fees. The Bank
shall have a lien on and is authorized to charge any Accounts of
the Customer for any amount owing to the Bank under any provision
of this Agreement.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the
administration of the Customer's trading and investment activity,
the Bank is authorized to enter into spot or forward foreign
exchange contracts with the Customer or an Authorized Person for
the Customer and may also provide foreign exchange through its
subsidiaries, affiliates or Subcustodians. Instructions,
including standing instructions, may be issued with respect to
such contracts but the Bank may establish rules or limitations
concerning any foreign exchange facility made available. In all
cases where the Bank, its subsidiaries, affiliates or
Subcustodians enter into a foreign exchange contract related to
Accounts, the terms and conditions of the then current foreign
exchange contract of the Bank, its subsidiary, affiliate or
Subcustodian and, to the extent not inconsistent, this Agreement,
shall apply to such transaction.
(b) Certification of Residency, etc. The Customer certifies
that it is a resident of the United States and agrees to notify
the Bank of any changes in residency. The Bank may rely upon
this certification or the certification of such other facts as
may be required to administer the Bank's obligations under this
Agreement. The Customer will indemnify the Bank against all
losses, liability, claims or demands arising directly or
indirectly from any such certifications.
(c) Access to Records. The Bank shall allow the Customer's
independent public accountants reasonable access to the records
of the Bank relating to the Assets as is required in connection
with their examination of books and records pertaining to the
Customer's affairs. Subject to restrictions under applicable
law, the Bank shall also obtain an undertaking to permit the
Customer's Independent public accountants reasonable access to
the records of any Subcustodian which has physical possession of
any Assets as may be required in connection with the examination
of the Customer's books and records.
(d) Governing Law; Successors and Assigns. This Agreement
shall be governed by the laws of the State of New York and shall
not be assignable by either party, but shall bind the successors
in interest of the Customer and the Bank.
(e) Entire Agreement, Applicable Riders. Customer
represents that the Assets deposited in the Accounts are
(check one):
employee benefit plan or other assets subject
------- to the Employee Retirement income Security Act
of l974, asamended ("ERISA");
* mutual fund assets subject to Securities and
Exchange Commission ("SEC') rules and
regulations;
-------
neither of the above.
-------
This Agreement consists exclusively of this document
together with Schedule A, Exhibits I______and the following
rider(s) [check applicable rider(s)]:
ERISA
-------
* MUTUAL FUND
-------
SPECIAL TERMS AND CONDITIONS
-------
There are no other provisions of this Agreement and this
Agreement supersedes any other agreements, whether written or
oral, between the parties. Any amendment to this Agreement must
be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions
of this Agreement are held invalid, illegal or unenforceable in
any respect on the basis of any particular circumstances or in
any jurisdiction, the validity, legality and enforceability of
any such provision and the remaining provisions, under other
circumstances or in other jurisdictions will not in any way be
affected or impaired.
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(g) Waiver. Except as otherwise provided in this Agreement,
no failure or delay on the part of either party in exercising
any power or right under this Agreement operates as a waiver,
nor does any single or partial exercise of any power or right
preclude any other or further exercise thereof, or the exercise
of any other power or right. No waiver by a party of any
provision of this Agreement, or waiver of any breach or default,
is effective unless in writing and signed by the party against
whom the waiver is to be enforced.
(h) Notices. All notices under this Agreement shall be
effective when actually received. Any notices or other
communications which may be required under this Agreement are to
be sent to the parties at the following addresses or such other
addresses as may subsequently be given to the other party in
writing:
Bank: The Chase Manhattan Bank, N.A.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Global Custody Division
Customer: ▇▇▇▇▇▇▇ ▇▇▇▇▇ DEVELOPING MARKETS FUND INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MENAGEMENT
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(i) Termination. This Agreement may be terminated by the
Customer or the Bank by giving sixty days written notice to the
other, provided that such notice to the Bank shall specify the
names of the persons to whom the Bank shall deliver the Assets
in the Accounts. If notice of termination is given by the Bank,
the Customer shall, within sixty days following receipt of the
notice, deliver to the Bank Instructions specifying the names of
the persons to whom the Bank shall deliver the Assets. In
either case the Bank will deliver the Assets to the persons so
specified, after deducting any amounts which the Bank determines
in good faith to be owed to it under Section 13. It within
sixty days following receipt of a notice of termination by the
Bank, the Bank does not receive Instructions from the Customer
specifying the names of the persons to whom the Bank shall
deliver the Assets, the Bank, at its election, may deliver the
Assets to a bank or trust company doing business in the State of
New York to be held and disposed of pursuant to the provisions
of this Agreement, or to Authorized Persons, or may continue to
hold the Assets until Instructions are provided to the Bank.
CUSTOMER
By/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: TREASURER
THE CHASE MANHATTAN BANK, N. A.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇,
TITLE: VICE PRESIDENT
▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ this 24th day of August, 1989 , before me personally came
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to me known, who being by me duly sworn, did depose
and say that he/she resides in New Jersey at Belle ▇▇▇▇, NJ: that
he/she is Treasurer of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Developing Capital Market
Fund, Inc. the Customer which executed the foregoing Agreement;
that he/she knows the seal of the customer; that the seal affixed
to the Agreement is such seal; that it was affixed by order of the
Customer, and that he/she signed his/her name thereto by like order.
Sworn to before me this 24th day of August, 1989.
On this 30th day of August, 1989, before me personally came
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ to me known,who being by me duly sworn, did
depose and say that he /she resides in New York at North Babylon;
that he/she is a Vice President of THE CHASE MANHATTAN BANK, N.A.
("Bank"), the Bank which executed the foregoing Agreement; that
he/she knows the seal of the Bank; that the seal affixed to the
Agreement is such corporate seal; that it was so affixed by order
of the Board of Directors of the Bank, and that he/she signed
his/her name thereto by like order
Sworn to before me this 30th day of August, 1989
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Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEVELOPING CAPITAL
MARKETS FUND, effective July 17, 1989
Customer represents that the Assets being placed in the
Bank's custody are subject to the Investment Company Act of 1940
(the "Act"), as the same may be amended from time to time.
Except to the extent that the Bank has specifically agreed to
comply with a condition of a rule, regulation or interpretation
promulgated by or under the authority of the SEC or the Exemptive
Order applicable to accounts of this nature issued to the Bank
(Investment Company Act of 1940, Release No. 12053, November 20,
1981), as amended, or unless the Bank has otherwise specifically
agreed, the Customer shall be solely responsible to assure that
the maintenance of Assets under this Agreement complies with such
rules, regulations, interpretations or exemptive order
promulgated by or under the authority of the Securities Exchange
Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in
this Agreement shall mean a branch of a qualified U.S. bank, an
eligible foreign custodian or an eligible foreign securities
depository, which are further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as
defined in Rule 17f-5 under the Act;
(b) "eligible foreign custodian" shall mean (i) a banking
institution or trust company incorporated or organized under the
laws of a country other than the United States that is regulated
as such by that country's government or an agency thereof and
that has shareholders equity in excess of $200 million in U.S.
currency (or a foreign currency equivalent thereof), (ii) a
majority owned direct or indirect subsidiary of a qualified U.S.
bank or bank holding company that is incorporated or organized
under the laws of a country other than the United States and that
has shareholders' equity in excess of $100 million in U.S.
currency (or a foreign currency equivalent thereof), (iii) a
banking institution or trust company incorporated or organized
under the laws of a country other than the United States or a
majority owned direct or indirect subsidiary of a qualified U.S.
bank or bank holding company that is incorporated or organized
under the laws of a country other than the United States which
has such other qualifications as shall be specified in
Instructions and approved by the Bank or (iv) any other entity
that shall have been so qualified by exemptive order, rule or
other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a
securities depository or clearing agency, incorporated or
organized under the laws of a country other than the United
States, which operates (i) the central system for handling
securities or equivalent book-entries in that country or (ii) a
transnational system for the central handling of securities or
equivalent book-entries.
The Customer represents that its Board of Directors has
approved each of the Subcustodians listed in Schedule A to this
Agreement and the terms of the subcustody agreements between the
Bank and each Subcustodian, which are attached as Exhibits I
through of Schedule A, and further represents that its
Board has determined that the use of each Subcustodian and the
terms of each subcustody agreement are consistent with the best
interests of the Customer's fund(s) and its (their)
shareholders. The Bank will supply the Customer with any
amendment to Schedule A for approval. The Customer has supplied
or will supply the Bank with certified copies of its Board of
Directors resolution(s) with respect to the foregoing prior to
placing Assets with any Subcustodian so approved.
Section 11. Instructions.
Add the following language to the end of Section 11:
Account transactions made pursuant to Sections 5 and 6 of
this Agreement may be made only for the purposes listed below.
Instructions must specify the purpose for which any transaction
is to be made and the Customer shall be solely responsible to
assure that Instructions are in accord with any limitations or
restrictions applicable to the Customer by law or as may be set
forth in its prospectus.
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(a) In connection with the purchase or sale of Securities at
prices as confirmed by Instructions.
(b) When Securities are called, redeemed or retired, or
otherwise become payable.
(c) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan or
merger, consolidation, reorganization, recapitalization or
readjustment.
(d) Upon conversion of Securities pursuant to their terms
into other securities.
(e) Upon exercise of subscription, purchase or other similar
rights represented by Securities.
(f) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses,
(g) In connection with any borrowings by the Customer
requiring a pledge of Securities, but only against receipt of
amounts borrowed.
(h) In connection with any loans, but only against receipt
of adequate collateral as specified in Instructions which shall
reflect any restrictions applicable to the Customer
(i) For the purpose of redeeming shares of the capital stock
of the Customer and the delivery to ,or the crediting to the
account of the Bank, its Subcustodian or the Customer's transfer
agent, such shares to be purchased or redeemed.
(j) For the purpose of redeeming in kind shares of the
Customer against delivery of the shares to be redeemed to the
Bank, its Subcustodian or the Customer's transfer agent.
(k) For delivery in accordance with the provisions of any
agreement among the Customer, the Bank and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of the National Association of
Securities Dealers, Inc., relating to compliance with the rules
of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Customer
(l) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities
shall be released only upon payment to the Bank of monies for
the premium due and a receipt for the Securities which are to be
held in escrow. Upon exercise of the option, or at expiration,
the Bank will receive the Securities previously deposited from
brokers. The Bank will act strickly in accordance with
Instructions in the delivery of Securities to be held in escrow
and will have no responsibility or liability for any such
Securities which are not returned promptly when due other than
to make proper request for such return.
(m) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from Securities
or related transactions.
(n) For other proper purposes as may be specified in
Instructions issued by an officer of the Customer which shall
include a statement of the purpose for which the delivery or
payment is to be made, the amount of the payment or specific
Securities to be delivered, the name of the person or persons to
whom delivery or payment is to be made, and a certification that
the purpose is a proper purpose under the instruments governing
the Customer.
(o) Upon the termination of this Agreement as set forth in
Section 14(i).
Section 12. Standard of Care; Liabilities.
Add the following subsection (d) to Section 12:
(d) The Bank hereby warrants to the Customer that in its
opinion, after due inquiry,the established procedures to be
followed by each of its branches, each branch of a qualified
U.S. bank, each eligible foreign custodian and each eligible
foreign securities depository holding the Customer's Securities
pursuant to this Agreement afford protection for such Securities
at least equal to that afforded by the Bank's established
procedures with respect to similar securities held by the Bank
and its securities depositories in New York.
Section 14. Access to Records.
Add the following language to the end of Section 14(c):
Upon reasonable request from the Customer, the Bank shall
furnish the Customer such reports (or portions thereof), of the
Bank's system of internal accounting controls applicable to the
Bank's duties under this Agreement. The Bank shall endeavor to
obtain and furnish the Customer with such similar reports as it
may reasonably request with respect to each Subcustodian and
securities depository holding the Customer's assets.