Exhibit (8)(b)
EXECUTION COPY
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GLOBAL CUSTODY AGREEMENT dated as of October 28, 1992 between Barclays Bank
PLC, a company organized and existing under the laws of England and Wales,
(hereinafter called "Barclays") and Provident National Bank (hereinafter called
the "Custodian"), and the investment companies which are signatories hereto.
WHEREAS, the Custodian acts as a custodian of the property of certain of
its customers (the "Customers"), including without limitation certain investment
companies registered under the Investment Company Act of 1940, as amended (the
"Act");
WHEREAS, the agreements between each Customer and the Custodian (the
"Custodian Agreements") provide that the Custodian may from time to time employ
as its agent one or more subcustodians, all in compliance with Section 17(f) of
the Act and Rule 17 f-5 thereunder; and
WHEREAS, the Custodian and each Customer a party hereto wish to employ
Barclays as such intermediary custodian and expert third party for the Customers
and appoint Barclays as the agent of the Custodian and its Customers and
Barclays is willing to act as such subcustodian, expert third party and agent;
NOW, THEREFORE, in consideration of the mutual promises herein made, the
Custodian and Barclays agree as follows:
1. Custody and Cash Accounts. (a) Upon satisfaction of the condition
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specified in paragraph (b) below, Barclays agrees to establish and maintain (i)
separate custody accounts for the benefit of the Custodian, acting as custodian
for each Customer (each a "Custody Account"), for any and all stocks, shares,
bonds, debentures, notes, mortgages or other obligations for payment of money
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
(hereinafter called "Securities") and all other assets (except cash) from time
to time received by Barclays or its Subcustodians (as defined in Section 3
hereof) on behalf of a Customer of the Custodian, and (ii) separate deposit
accounts for the benefit of the Custodian, acting as custodians for each
Customer (each a "Cash Account"; the Custody Account(s) and the Cash Account(s),
collectively referred to herein as the "Accounts") for any and all cash in any
currency received by Barclays or its Subcustodians on behalf of a Customer of
the Custodian, which cash shall not be subject to withdrawal by draft or check
except upon Instructions (as defined in Section 8 hereof) from the Custodian or
as provided in Sections 7 and 16 hereof.
(b) The obligation of Barclays to establish and maintain any account
is subject to the condition precedent that it shall have received an agreement
setting forth the fees
payable to Barclays in respect of its services hereunder.
2. Maintenance of Securities and Assets Abroad. (a) Securities and other
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assets in each Custody Account shall be held in such country or other
jurisdiction as shall be the one in which the principal trading market for such
Securities is located or the country or jurisdiction in which such Securities
may be presented for payment or are acquired for a Custody Account. Cash
credited to any Cash Account shall be denominated in the legal currency for the
payment of public or private debts for the country or jurisdiction where such
Cash Account is located.
(b) Barclays is authorized to enter into separate transfer or foreign
exchange arrangements with Custodian, from time to time, in order to facilitate
the transfer of cash to or from any Cash Account.
3. Foreign Subcustodians and Depositories. Barclays may act under this
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Agreement through the subcustodians listed in Schedule A hereto, with each of
whom Barclays has entered into subcustodial agreements ("Subcustodians"). The
Custodian authorizes Barclays to hold cash and Securities in accounts which
Barclays has established with its branches and the Subcustodians. Barclays and
the Subcustodians are authorized to hold Securities with securities depository
facilities with whom they participate. Barclays reserves the right to add new,
or to replace or remove, Subcustodians. The Custodian will be given reasonable
prior notice by Barclays of any amendment to Schedule A.
4. Use of Subcustodian. With respect to Securities, other assets and
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cash of any Customer which are maintained by Barclays in the custody of any
Subcustodian of Barclays pursuant to Section 3 hereof (such Securities, other
assets and cash hereinafter referred to as "Assets"):
(a) Barclays will identify on its books as belonging to the
Custodian, as custodian for such Customer, any Assets held by such Subcustodian.
(b) Each Subcustodian will hold Assets together with assets belonging
to other customers of Barclays in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of
Barclays; in the event that a Subcustodian permits any of the Securities placed
in its care to be held in a foreign securities depository, such Subcustodian
will be required by its agreement with Barclays to identify on its books such
Assets as being held for the account of Barclays as agent for the Custodian.
Each Subcustodian will hold Securities in a separate custody account for each
Customer and cash in a general account established with Barclays.
(c) Any Assets in the Custody Account or a Cash Account held by such
Subcustodian will be subject only to the instructions of Barclays, and any
Securities held in a securities depository for the account of a Subcustodian
will be subject only to the instructions
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of such Subcustodian.
(d) Each Foreign Sub-Custody Agreement shall provide, through
Barclays, that the Assets will 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 for payment for their safe custody or administration
and that beneficial ownership of the Assets will be freely transferable without
payment of money or value other than for safe custody or administration.
(e) Barclays shall allow independent public accountants of each
Customer such reasonable access to the records of Barclays relating to the
Assets of such Customer held in the Custody Accounts or Cash Accounts as is
required by such accountants in connection with their examination of the books
and records pertaining to the affairs of such Customer. Barclays shall, subject
to restrictions under applicable law, also obtain from any Subcustodian with
which Barclays maintains the custody of any Assets in the Custody Accounts or
Cash Accounts an undertaking to permit independent public accountants of such
Customer such reasonable access to the records of such Subcustodian as may be
required in connection with their examination of the books and records
pertaining to the affairs of such Customer.
(f) Barclays will supply to the Custodian from time to time as
mutually agreed upon a statement with respect to any Assets in the Custody
Accounts and Cash Accounts held by a Subcustodian, including an identification
of the entity having possession of such Assets, and Barclays will send to the
Custodian an advice or notification of any transfers of Assets to or from any
Custody Account or Cash Account, indicating as to the Assets acquired for the
Custodian the identity of the entity having physical possession of such Assets.
Unless the Custodian sends Barclays an exception or objection to any statement
within sixty days of receipt (such objection or exception to be subsequently
confirmed in writing), the Custodian shall be deemed to have approved such
statement. In such event, or where the Custodian has otherwise approved any such
statement, Barclays 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 decree of a court
of competent jurisdiction in an action where the Custodian and all persons
having or claiming an interest in the Custodian or the Accounts were parties.
5. Cash Account Transactions. (a) Subject to Sections 7 and 8, Barclays
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shall make, or cause its Subcustodians to make, payments of cash credited to a
Cash Account only:
(i) in connection with the purchase of Assets for a Customer, which
purchase (A) shall, unless Instructions are received to the contrary, be made
in accordance with the customary or established securities trading and
processing practices and procedures in the jurisdiction or market in which
such purchase is to take place, including, without limitation, payments of
cash in connection with such purchase to the seller, the dealer or their
agents against a receipt indicating, or the expectation of, future delivery of
such
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Security, and (B) shall be made at prices set forth in Instructions from
Authorized Persons (as defined in Section 10 hereof);
(ii) when required in connection with the conversion, exchange or
surrender of Assets held in a Custody Account;
(iii) for any other proper corporate purpose of a Customer; or
(iv) upon the termination of this Agreement as hereinafter set forth.
All payments of cash for a purpose permitted by subsection (i) (ii) or (iii) of
this Section 5 will be made, except as provided in Sections 7 and 8 hereof, only
upon receipt by Barclays of Instructions from Authorized Persons which shall
specify the purpose for which the payment is to be made and all other
information required by Barclays. Any payment pursuant to subsection (iv) above
will be made in accordance with Section 16 hereof.
(b) In the event that any payment made under this Section 5 exceeds
the funds available in the applicable Cash Account, Barclays may, in its
discretion, advance the Custodian an amount equal to such excess and such
advance shall be deemed a loan from Barclays to the Custodian, payable on demand
and bearing interest at the rate of interest customarily charged by Barclays on
similar loans.
6. Custody Account Transactions. Subject to Sections 7 and 8, Assets of
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any Customer in a Custody Account will be transferred, exchanged or delivered by
Barclays or its Subcustodians only:
(a) upon sale of such Assets for the account of such Customer, which sale
(i) shall, unless Instructions are received to the contrary, be made in
accordance with the customary or established securities trading and processing
practices and procedures in the jurisdiction or market in which such sale is
to take place, including, without limitation, delivery of a Security in
connection with such sale to the buyer, the dealer or their agents against a
receipt indicating, or the expectation of, future payment for such Security
and (ii) shall be at prices set forth in Instructions from Authorized Persons;
(b) to a depository agent in connection with tender or other similar
offers for Securities of such Customer;
(c) to the issuer of securities or its when such Securities are called,
redeemed or otherwise become payable; provided that, in any case, the cash or
other consideration is to be delivered to Barclays or its Subcustodian;
(d) to the issuer of Securities, or its agent, for transfer into the name
of any nominee of Barclays or any of its Subcustodians; or for exchange for a
different number
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of bonds, certificates or other evidences of securities representing the same
aggregate face amount or number of shares or units; provided that, in any such
case, the new Securities are to be delivered to Barclays or its Subcustodian;
(e) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of Securities
or pursuant to provisions for conversion of such Securities, or pursuant to
any deposit agreement; provided that in any such case, the new Securities or
cash, if any, are to be delivered to Barclays or its Subcustodian;
(f) in the case of warrants, rights or similar securities, the surrender
thereof in connection with exercise of such warrants, rights or similar
securities, or the surrender of interim receipts or temporary Securities for
definitive Securities, provided that, in any such case, the new Securities and
cash, if any, are to be delivered to Barclays or its Subcustodian;
(g) for any other proper corporate purposes of such Customer; and
(h) upon the termination of this Agreement as hereinafter set forth;
All transfers, exchanges or deliveries of Assets in a Custody Account for a
purpose permitted by either subsection (a), (b), (c), (d), (e), (f) or (g) of
this Section 6 will be made, except as provided in Section 7 hereof, only upon
receipt by Barclays of Instructions from Authorized Persons which shall specify
the purpose of the transfer, exchange or delivery to be made and all other
information required by Barclays. Any transfer or delivery pursuant to
subsection (h) of this Section 6 will be made in accordance with Section 16
hereof.
7. Accounting Procedures. (a) Barclays may, in its sole discretion,
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credit or debit any of the Cash Accounts on the contractual settlement date in
amounts equal to the sale proceeds or purchase price relating to any sale,
exchange or purchase of Securities. Otherwise, such transactions will be
credited or debited to the Cash Account on the date cash is actually received by
Barclays and reconciled to the Cash Account.
(b) Barclays will provisionally credit, or will cause provisional
credits to be made to, each relevant Cash Account with Subject Income (as
defined in the second following sentence) on or before specific crediting dates
as established by Barclays from time to time for such Subject Income ("Crediting
Dates"). Schedule B attached hereto sets forth the Crediting Dates as of the
date hereof. For purposes hereof, "Subject Income" with respect to a Customer
shall mean interest on, or dividends with respect to, Securities actually known
by Barclays to be part of such Customer's portfolio credited to the relevant
Customer Custody Account and with respect to which the issuer thereof has
declared or scheduled an interest or dividend payment date. In no event shall
Subject Income include any income not referred to above, including market claims
and non-cash distributions or entitlements, such as stock
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dividends.
(c) Subject to the immediately following sentence, Barclays may
reverse credits or debits made to any Account in its sole discretion if the
related transaction fails to settle within a reasonable period, determined by
Barclays in its discretion, after the contractual settlement date for the
related transaction. If Barclays credits any Cash Account on a payable date, or
at any time prior to actual collection and reconciliation to such Cash Account,
with interest, dividends, redemptions or any other amount, including, without
limitation, any provisional credit under Section 7(b) hereof, the Custodian 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 Custodian does not promptly return
any amount upon such notification, Barclays shall be entitled, upon oral or
written notification to the Custodian, to reverse such credit by debiting the
relevant Cash Account for the amount previously credited. Barclays 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
Custodian upon instructions after consultation with the Custodian.
(d) If any Securities delivered pursuant to Section 7 are returned by
the recipient thereof, Barclay, may reverse the credits and debits of the
particular transaction at any time.
8. Actions of Barclays. Until Barclays receives Instructions from
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Authorized Persons to the contrary, Barclays will, or will instruct its
Subcustodian to:
(a) promptly collect all income and other payments known by Barclays or
its Subcustodian to be payable with respect to Securities held hereunder and
credit such income, as collected, to the applicable Cash Account. Barclays or
its Subcustodian shall do all things necessary and proper in connection with
such prompt collections and, without limiting the foregoing, Barclays or its
Subcustodian will:
(i) present for payment all coupons and other income items known by
Barclays or its Subcustodian as requiring presentation;
(ii) present for payment all Securities, known to Barclays or its
Subcustodian which have matured or have been called, redeemed, retired or
otherwise become payable; and
(iii) endorse and deposit for collection, in the name of the
Custodian, checks, drafts or other negotiable instruments;
(b) in respect of Securities in a Custody Account, execute in the name of
the Custodian such ownership and other certificates as may be required to
obtain payments in
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respect thereof;
(c) exchange interim receipts or temporary Securities in a Custody Account
for definitive Securities;
(d) where any Securities held in any securities depository are called for a
partial redemption by the issuer of such Securities, allot in Barclays' or
such Subcustodian's sole discretion the called portion to the respective
holders in any manner deemed to be fair and equitable in Barclays' or such
Subcustodian's judgment; and
(e) subject to the prior receipt of all documentation required by
Applicable law, pay or cause to be paid any and all taxes and levies in the
nature of taxes imposed on the Assets in the Custody or Cash Accounts by any
governmental authority and shall use reasonable efforts where appropriate to
promptly enable the Custodian or a Customer to reclaim any foreign withholding
tax relating to any such Assets.
9. Settlement Procedures; Instructions.
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(a) Promptly after the acceptance of an offer to purchase Securities
by a Customer for which such Customer intends Barclays, directly or through any
foreign custodian or depository, to act as custodian, the Custodian shall
deliver to Barclays Instructions specifying, inter alia and as necessary, with
respect to each such purchase: (a) the name of the issuer and the title of the
Securities, including CUSIP number or other similar securities identification
number, if any, (b) the number of shares or the principal amount purchased and
accrued interest, if any, (c) to the extent known, the date payment is due and
the date delivery is to be made, (d) the purchase price per unit, (e) the total
amount payable upon such purchase, (f) the name of the person from whom or the
broker through whom the purchase was made, and (g) the foreign subcustodian or
depository where such Securities are to be delivered and held, and whether the
total amount payable will be paid from the Cash Account maintained in the
country or jurisdiction where such subcustodian or depository is located.
Subject to Section 5, Barclays directly or through the applicable foreign
subcustodian or depository shall receive Securities purchased by a Customer from
the person through or from whom the same were purchased, and shall pay, out of
the monies credited to the applicable Cash Account, the total amount payable
upon such purchase, provided that the same conforms to the total amount payable
shown on the Instructions with respect to such purchase. on the scheduled date
for payment for any Security to be purchased for deposit in a Custody Account,
the Custodian shall have caused there to be deposited in the Cash Account
located in the country or jurisdiction where such purchase is to take place,
amounts sufficient, and in such denominations, to enable Barclays or the foreign
subcustodian to pay for such Security.
(b) Promptly after the acceptance of an offer to sell any Securities
by a Customer, the Custodian shall deliver to Barclays Instructions specifying,
inter alia and as necessary, with respect to such sale: (a) the name of the
issuer and the title of the Security,
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including CUSIP number or other similar securities identification number, if
any, (b) the number of shares or principal amount sold, and accrued interest, if
any, (c) to the extent known, the date payment is to be received and the date
delivery of the Security is to be made, (d) the sale price per unit, (e) the
total amount payable upon such sale, (f) the name of the broker through whom or
the person to whom the sale was made and to whom the Security is to be
delivered, and (g) the foreign subcustodian or depositary from which such
Securities are to be delivered. Subject to Section 6, Barclays shall directly
or through the applicable foreign subcustodian or depository deliver the
Securities sold to the broker or other person named in such Instructions upon
receipt by Barclays or a foreign subcustodian of the total amount payable to
such Customer upon such sale provided that the same conforms to the total amount
payable to the Customer as set forth in the Instructions with respect to such
sale. Unless Barclays shall be in receipt of Instructions to the contrary,
amounts received from the sale of any Security shall be deposited in the Cash
Account located in the country or jurisdiction where such sale shall have
occurred, in the denomination in which payment was made, and, subject to the
provisions of Section 5, shall be held in such Cash Account until Instructions
are received from the Custodian.
(c) As used in this Agreement, the term "Instructions" means
instructions of the Custodian to Barclays containing all information required by
Barclays received via telephone, telex, TWX, facsimile transmission, bank wire
or other teleprocess or electronic instruction systems acceptable to Barclays
which Barclays 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 Barclays may specify.
(d) Any Instructions delivered to Barclays by telephone or facsimile
transmission shall promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation shall bear the original or facsimile signature of
such Authorized person). However, Barclays may rely upon instructions by
telephone or facsimile transmission in the event of failure of an Authorized
Person to send such confirmation in writing. Barclays may rely upon telephone
instructions in the event of the failure of such confirmation to conform to the
telephone instructions received if such telephone instructions are acted upon
prior to receipt of such confirmation. Unless otherwise expressly provided, all
Instructions shall continue in full force and effect until canceled or
superseded. If Barclays requires test arrangements, authentication methods or
other security devices to be used with respect to Instructions, any Instructions
given by the Custodian thereafter shall be given and processed in accordance
with such terms and conditions for the use of such arrangements, methods or
devices as Barclays may put into effect and modify from time to time. The
Custodian shall safeguard any testkeys, identifications, codes or other security
devices which Barclays shall make available to it. Barclays and the Custodian
may electronically record any Instructions given by telephone, and any other
telephone discussions, with respect to a Custody Account or a Cash Account.
(e) If the Custodian elects, Barclays shall provide the Custodian with
such instructions and passwords as may be necessary in order for the Custodian
to have dial up access or other means of access to Barclays telecommunications
system for securities in custody
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accounts. The Custodian understands information provided to it through such
system shall be limited to information relating to the Custody Accounts and the
Cash Accounts. If the Custodian elects to utilize such system, the Custodian
agrees to assume full responsibility for the consequence of any misuse or
unauthorized use by the Custodian of any terminal device or the instructions or
passwords mentioned above.
10. Authorized Persons. As used in this Agreement, the term "Authorized
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Persons" means such officials or such agents of the Custodian as have been
designated in writing to Barclays to act on behalf of the Custodian in the
performance of any acts which Authorized Persons may do under this Agreement.
Such persons shall continue to be Authorized Persons until such time as Barclays
receives Instructions from Authorized Persons that any such official or agent is
no longer an Authorized Person.
11. Nominees. Securities in a Custody Account which are ordinarily held in
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registered form may be registered in the nominee name of Barclays, any
Subcustodian or securities depository. The Custodian agrees to hold any such
nominee harmless from any liability as a holder of record of such Securities.
Barclays may cause any such Securities to cease to be registered in the name of
any such nominee and to be registered in the name of another nominee provided
such nominee is either a Subcustodian or a securities depository.
12. Standard of Care.
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(a) Barclays shall be responsible for the performance only of such
duties-as are specifically forth herein or contained in Instructions given to by
Authorized Persons which are not contrary to the provisions of this Agreement.
Barclays will use reasonable care with respect to the safekeeping of the Assets
in the Custody Accounts and Cash Accounts and in the performance of its
functions and duties under this Agreement. Barclays shall be liable to the
Custodian for any loss which shall occur as the direct and foreseeable result of
the failure of a Subcustodian to exercise reasonable care with respect to the
safekeeping of Assets or in the performance of its functions or duties in
connection herewith to the same extent that such Subcustodian would be liable to
the Custodian under applicable law if such Subcustodian and the Custodian had
directly entered into a custodial agreement governed by the law of the country
of such Subcustodian. In the event of any loss to the Custodian by reason of the
failure of Barclays or its Subcustodian to utilize reasonable care, Barclays
shall be liable to the Custodian to the extent of the Custodian's direct and
foreseeable damages, to be determined (in the case of a loss of property) based
on the market value in U.S. dollars of the property which is the subject of the
loss at the date on which actual notice of such loss is received by Barclays,
and without reference to any special conditions or circumstances. Barclays shall
be held to the exercise of reasonable care in carrying out this Agreement but
shall be indemnified by, and shall be without liability to, the Custodian for
any action taken or omitted by Barclays in good faith without negligence in
accordance with the terms of this Agreement. Barclays shall be entitled to rely,
and may act, on advice of counsel (who may be counsel for the Custodian) on all
matters and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. Barclays will be
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subject to the reasonableness standard articulated above.
(b) Except as otherwise specifically agreed to herein, Barclays
shall have no liability for any loss occasioned by any mistakes contained in, or
errors in the transmission of, any Instruction, or by delay in the actual
receipt of any Instruction or any notice to Barclays or by or to its
Subcustodian of any payment, redemption or other transaction regarding
Securities in the Custody Accounts in respect of which Barclays has agreed to
take action as provided in Section 8 hereof. Barclays shall not be liable for
any action taken in good faith upon Instructions or in reliance upon the
designation of "Authorized Persons" referred to in Section 10 hereof and may
rely on the genuineness of any such documents which it may in good faith believe
to be validly executed. Barclays shall not be liable for any loss or damage
resulting from or caused by nationalization, expropriation, currency or other
regulatory restrictions, labor unrest, acts of war, civil war or terrorism,
insurrection, revolution, military or usurped powers, nuclear fusion, fission or
radiation, earthquake, storm or other disturbance of nature or acts of God.
(c) Without limiting the generality of the foregoing, neither
Barclays nor any Subcustodian shall be under any duty or obligation to inquire
into, or be liable for:
(i) the validity of the issue of any Securities purchased by
or for any Customer, the legality of the purchase thereof, or the propriety of
the amount paid therefor; or
(ii) the legality of the sale of any Securities by or for any
Customer, or the propriety of the amount for which the same are sold; or
(iii) any default in the payment of principal or income of any
security other than as provided in Section 7 of this Agreement; or
(iv) 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) the existence or content of any trade confirmations
received from brokers; the Custodian or its Authorized Persons issuing
Instructions shall bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Barclays.
(d) Neither Barclays nor any Subcustodian shall be liable for, or
considered to be the custodian of, any money represented by any check, draft, or
other instrument for the payment of money received by it on behalf of any
Customer, until Barclays or such Subcustodian actually receives such money.
(e) Neither Barclays nor any Subcustodian shall be under any duty
or
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obligation to take action to effect collection of any amount, if the Securities
upon which such amount is payable are in default, or if payment is refused after
due demand or presentation, unless and until (i) it shall be directed to take
such action by Instructions, and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses by the Custodian in connection with any
such action.
(f) Neither Barclays nor any Subcustodian shall be under any duty
or obligation to ascertain whether any Securities at any time delivered to or
held by it in any Custody Account are such as may properly be held by a
Customer.
(g) It is understood and agreed that Barclays is not under any duty
to maintain any insurance for the benefit of any Customer or the Custodian or to
supervise the investment of, or to advise or make any recommendation to any
Customer or the Custodian with respect to the sale or other disposition of any
Securities at any time held hereunder or to advise or recommend the purchase of
any Securities at any time.
(h) The Custodian will indemnify Barclays for any direct and
foreseeable damages to Barclays with respect to the performance of Barclays,
obligations under this Agreement (including, but not limited to, Barclays, legal
fees and expenses and any other legal fees and expenses for which Barclays is
liable, and any loss or liability in connection with a claim settled by
Barclays, which agreement is accepted by the Custodian) unless such direct and
foreseeable damages arises from any failure by Barclays or any Subcustodian to
exercise reasonable care with respect to any assets in any Custody or Cash
Account or from any negligence, fraud, bad faith, willful misconduct or reckless
disregard of duties on the part of Barclays or any Subcustodian which maintains
any Securities.
13. Proxies; Corporate Action. Unless Instructions to the contrary are
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received, Barclays or its Subcustodian shall forward to the Custodian only such
communications from issuers relating to the Securities in a Custody Account as
call for voting or the exercise of rights or other specific action (including
material relative to legal proceedings intended to be transmitted to security
holders) to the extent sufficient copies are received by Barclays or its
Subcustodian in time for forwarding to the Custodian. Barclays or its
Subcustodian will cause its nominee to execute and deliver to the Custodian
proxies relating to Securities in a Custody Account registered in the name of
such nominee, but without indicating the manner in which such proxies are to be
voted. Proxies relating to bearer Securities will be delivered in accordance
with written Instructions.
14. Fees and Expenses. The Custodian agrees to pay to Barclays from
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time to time such compensation for its services pursuant to this Agreement and
such out-of-pocket or incidental expenses as may be mutually agreed upon in
writing from time to time. The Custodian hereby agrees to hold Barclays harmless
from any liability or loss resulting from any taxes or other governmental
charges, and any expenses related thereto, which may be imposed or assessed with
respect to any Custody Account. The Custodian agrees to pay for and hold
-11-
Barclays 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 and Barclays is authorized
to charge any account of the Custodian for such items.
15. Effectiveness. This Agreement shall be effective on the date first
-------------
noted above.
16. Termination. This Agreement or the accounts of any Customer may be
-----------
terminated by the Custodian or Barclays by 90 days, written notice to the other,
sent by registered mail, provided that such notice from the Custodian shall
specify the names of the persons to whom Barclays shall deliver the Securities
in the applicable Custody Accounts and to whom the cash in the applicable Cash
Accounts shall be paid. If notice of termination is given by Barclays, the
Custodian shall, within 60 days following the giving of such notice, specify in
writing the names of the persons to whom Barclays shall deliver the Securities
in the applicable Custody Accounts and to whom the cash in the applicable Cash
Accounts shall be paid. In either case Barclays will deliver such Securities and
cash to the person so specified. If within 60 days following the giving of a
notice of termination by Barclays, the Custodian has not specified in writing
the names of the persons to whom Barclays shall deliver the Securities in the
applicable Custody Accounts and to whom the cash in the applicable Cash Accounts
shall be paid, Barclays, at its election, may deliver such Securities and pay
such cash 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 such Securities and cash until such
information is delivered in writing to Barclays. The obligations of the parties
hereto regarding the use of reasonable care, indemnities and payment of fees and
expenses shall survive the termination of this Agreement.,
17. Notices. Any notice or other communication including Instructions
-------
from the Custodian to Barclays is to be delivered or mailed, postage prepaid to
the office of Barclays at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Global Custody Group, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ or
such other address as may hereafter be given to the Custodian in accordance with
the notice provisions hereunder. Any notice from Barclays to any Customer or the
Custodian is to be delivered or mailed postage prepaid to the office of the
Custodian as set forth below, or such other address as may hereafter be given to
Barclays in accordance with the notice provisions hereunder.
18. Governing Law, Successors and Assigns and Third Party
-----------------------------------------------------
Beneficiaries. This Agreement shall be governed by the law of the State of New
-------------
York and shall not be assignable by either party, but shall bind the successors
(including, without limitation, by merger) and assigns of the Custodian and
Barclays.
19. Headings. The headings of the paragraphs hereof are included for
--------
convenience of reference only and do not form a part of this Agreement.
-12-
20. Riders. Rider A to this Agreement is incorporated herein to the
------
extent Assets governed hereby are subject to the Employee Retirement Income
Security Act of 1974 as amended. Rider B to this Agreement is incorporated
herein to the extent Assets governed hereby are subject to the Investment
Company Act of 1940, as amended.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf by its duly authorized officer as of the date
first above written.
Attest: PROVIDENT NATIONAL BANK
/s/
-------------------------- By:
------------------------------
Title: Vice President
-------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Asset: BARCLAYS BANK PLC
/s/
-------------------------- By: /s/
------------------------------
Authorized Officer
-13-
Rider A
--------
Required Revisions for Pension Funds
------------------------------------
Section 1. Custody and Cash Accounts.
Add the following language to the end of Section 1:
(c) The Custodian represents that the Assets being placed in
Barclays' custody are subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). It is understood that in connection therewith
Barclays is a service provider and not a fiduciary of the plan and trust to
which the assets are related. Barclays shall not be considered a party to the
underlying plan and trust, and the Custodian hereby assumes all responsibility
to assure that Instructions issued under this Agreement are in compliance with
such plan and trust and all applicable requirements under ERISA.
(d) This Agreement will be interpreted so as to be in compliance
with the Department of Labor Regulations Section 2550.404b-1 concerning the
maintenance of indicia of ownership of plan assets outside of the jurisdiction
of the district courts of the United States.
Section 2. Maintenance of Securities and Assets Abroad.
Add the following paragraph at the end of Subsection 2(b):
Instructions to execute foreign exchange transactions with
Barclays, its subsidiaries, Subcustodians will include (1) the time period in
which the transaction must be completed; (2) the location or the Subcustodian
with whom the contract is to be executed and (3) such additional information and
guidelines as may be deemed necessary; and, if the instruction is a standing
instruction, a provision allowing such instruction to be overridden by specific
contrary instructions.
Section 3. Foreign Subcustodians and Depositories.
Add the following language to the end of Section 3:
As used in this Agreement, the term Subcustodian and the term
securities depositories include a branch of Barclays, a branch of a qualified
U.S. bank, an eligible foreign custodian, or an eligible foreign securities
depository, where such terms shall mean:
(a) "qualified U.S. bank" shall mean a U.S. bank as described in
paragraph (a)2(ii)(A)(1) of the Department of Labor Regulations Section
2550.404b-1;
-14-
(b) "eligible foreign custodian" shall mean a banking institution
incorporated or organized under the laws of a country other than the United
States which is supervised or regulated by that country's government or an
agency thereof or other regulatory authority in the foreign jurisdiction
having authority over banks; 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 is supervised or
regulated by that country's government or an agency thereof or other
regulatory authority in the foreign jurisdiction having authority over such
depositories or clearing agencies and which is described in paragraph
(c)(2) of the Department of Labor Regulations Section 2550.404b-1.
Section 5. Cash Account Transactions.
Subsection (b) is amended to read as follows:
(b) in the event that any payment made under this Section 5
exceeds the funds available in the Cash Account, such discretionary
advance shall be deemed a service provided by Barclays under this
Agreement for which it is entitled to recover its reasonable costs and
expenses as may be determined by Barclays in good faith.
Section 10. Authorized Persons.
Add the following paragraph at the end of Section 10:
The Custodian represents that: (i) Instructions will only be issued
by or for a fiduciary pursuant to Department of Labor Regulations Section 404b-
1(a)(2)(i), and (ii) if instructions are to be issued by an investment manager,
such entity will meet the requirements of Section 3(38) of ERISA and will have
been designated by the Custodian or the Customer to manage assets held in the
Accounts ("Investment Manager"). An Investment Manager may designate certain of
its employees to act as Authorized Persons under this Agreement.
-15-
Rider B
-------
Required Revision for Mutual Funds
----------------------------------
Section 1. Custody and Cash Accounts.
Add the following language to the end of Section 1:
(c) The Custodian represents that the Assets being placed in
Barclays, custody are subject to the Investment Company Act of 1940 (the "Act"),
as the same may be amended from time to time.
(d) Barclays shall be responsible for assuring that it and each
Subcustodian is an eligible foreign custodian, qualified U.S. Bank or overseas
branch of a qualified U.S. Bank in accordance with the definitions thereof set
forth herein.
(e) Except to the extent that Barclays has specifically agreed to
comply with a condition of a rule, regulation or interpretation promulgated by
or under the authority of the Securities Exchange Commission (the "SEC") or an
exemptive order applicable to accounts of this nature issued to Barclays, one or
more of the other parties hereto shall be 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 SEC.
(f) As used in this Agreement, as applied to any assets or
property of an investment company having multiple portfolios or series, the term
"Customer" shall mean each of such Customer's individual investment portfolios
or series.
Section 3. Foreign Subcustodians and 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 foreign
-16-
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 qualifications, in addition to those set
forth in clause (i) or (ii) above, as shall be specified in Instructions
and approved by Barclays, 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 county or (ii) a transnational system for the central handling of
securities or equivalent book-entries.
The Custodian represents that the Board of each Customer has
approved each of the Subcustodians listed in Schedule A to this Agreement and
the terms of each subcustody agreement between Barclays and each Subcustodian,
and further represents that each 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, in each
case, to the extent required by the Act. Barclays will supply the Custodian with
any amendment to Schedule A for approval and will supply the Custodian and, at
the Custodian's request, each Customer's Board of Directors, with information
reasonably necessary to determine such new Subcustodian's eligibility under Rule
17f-5, including a copy of the proposed agreement with such Subcustodian. Each
Customer has supplied or will supply the Custodian with certified copies of its
Board resolutions, with respect to the foregoing, prior to placing Assets of
such Customer with any Subcustodian so approved. If Barclays intends to remove
any Subcustodian previously approved, it shall so notify the Custodian and shall
move the Securities and other assets to another Subcustodian previously approved
or to a new Subcustodian, subject to the requirements set forth in this
paragraph. Barclays shall take steps as may be required to remove any
Subcustodian which has ceased to meet the requirements of Rule 17f-5.
Barclays hereby warrants to the Customers and the Custodian 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
Securities pursuant to this Agreement afford protection for such Securities not
materially different than that provided with respect to similar securities held
by Barclays (and its securities depositories) in the United States.
The Custodian acknowledges that Barclays, in accordance with
orders of the
-17-
Commission (Investment Company Act Release No. IC-16536 August 24, 1988 and No.
IC-17268 December 19, 1989), shall be permitted to delegate to its subsidiaries
located in Australia, Canada, France, Japan, Spain and Switzerland, such of
Barclays, duties and obligations as is necessary to permit any such subsidiary
to hold Securities and cash in custody in the country or countries in which it
operates; provided, however, Barclays shall continue to be liable for any loss
due to such delegation except such loss as may result from political risk or any
other risk of loss (excluding bankruptcy or insolvency of the subsidiary) for
which neither Barclays nor the subsidiary would otherwise be liable.
Section 9. Settlement Procedures; Instructions.
Add the following language to the end of Section 9:
(f) Account transactions made pursuant to Section 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 Custodian
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.
(i) In connection with the purchase or sale of Securities
at prices as confirmed by Instructions.
(ii) When Securities are called, redeemed or retired, or
otherwise become payable.
(iii) 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.
(iv) Upon conversion of Securities pursuant to their terms
into other securities.
(v) Upon exercise of subscription, purchase or other
similar rights represented by Securities.
(vi) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses.
(vii) In connection with any borrowings by the Customer
requiring a pledge of Securities, but only against receipt of amounts
borrowed.
(viii) In connection with any loans, but only against receipt
of adequate collateral as specified in Instructions which shall reflect
any restrictions applicable to the
-18-
Customer.
(ix) For the purpose of redeeming shares of the capital stock
of the Customer and the delivery to, or the crediting to the account of
Barclays, its Subcustodian or the Customer's transfer agent, such shares
to be purchased or redeemed.
(x) For the purpose of redeeming in kind shares of the
Customer against delivery of the shares to be redeemed to Barclays, its
Subcustodian or the Customer's transfer agent.
(xi) For delivery in accordance with the provisions of any
agreement among the Customer, Barclays 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.
(xii) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities shall be
released only upon payment to Barclays 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, Barclays will receive the Securities
previously deposited from brokers. Barclays will act strictly in
accordance with Instructions in the delivery of Securities to be held in
escrow and will have no responsibility or liability for any such
Securities which are not returned promptly when due other than to make
proper request for such return.
(xiii) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from Securities or related
transactions.
(xiv) For other proper purposes as may be specified in
Instructions, which shall include a statement that the purpose is a proper
purpose under the instruments governing the Customer.
(xv) Upon the termination of this Agreement as set forth in
Section 16.
Section 12. Standard of Care.
Section 12 (a) is hereby amended by deleting paragraph (a) thereof in
its entirety and substituting therefore the following:
(a) Barclays shall be responsible for the performance only of
such duties as are specifically set forth herein or contained in
Instructions given to Barclays by
-19-
Authorized Persons which are not contrary to the provisions of this
Agreement. Barclays will use reasonable care with respect to the safekeeping
of the Assets in the Custody Accounts and Cash Accounts and in the
performance of its functions and duties under this Agreement. Barclays shall
be liable to, and indemnify and hold harmless, the Custodian and the
Customer, for any loss which shall occur as the direct and foreseeable result
of the failure of a Subcustodian to exercise reasonable care with respect to
the safekeeping of Assets or in the performance of its functions or duties in
connection herewith to the same extent that such Subcustodian would be liable
to the Custodian and the Customer, as under applicable law if such
Subcustodian and the Custodian and the Customer had directly entered into a
custodial agreement governed by the law of the country of such Subcustodian.
In the event of any loss to the Custodian or the Customer by reason of the
failure of Barclays or its Subcustodian to utilize reasonable care, Barclays
shall be liable to, and indemnify and hold harmless, the Custodian and the
Customer to the extent of such party's direct and foreseeable damages, to be
determined (in the case of a loss of property) based on the market value in
U.S. dollars of the property which is the subject of the loss at the date on
which actual notice of such loss is received by Barclays, and without
reference to any special conditions or circumstances. Barclays shall be held
to the exercise of reasonable care in carrying out this Agreement but shall
be indemnified by, and shall be without liability to, the Custodian and the
Customer for any action taken or omitted by Barclays in good faith without
negligence in accordance with this Agreement. Barclays shall be entitled to
rely, and may act, on advice of counsel (who may be counsel for the
Custodian) on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Barclays will be subject
to the reasonableness standard articulated above.
Section 21. Reports.
In addition to the reports specified in Section 4(f) of this Agreement,
which Barclays shall provide at least monthly to the Custodian, and at the
Custodian's request, to the Board of Directors of each Customer, Barclays shall
provide to the Custodian and to the Board of Directors of each Customer on an
annual basis a report confirming that it and each of the Subcustodians is an
eligible foreign custodian, a qualified U.S. Bank or branch of a qualified U.S.
Bank, as defined herein. Barclays shall also provide such information regarding
the Securities and other assets, any Subcustodian, any foreign country or itself
as may be reasonably requested from time to time by the Custodian.
Section 22. Corporate Action.
Whenever Barclays or a Subcustodial-an 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 notice or other material
intended to be transmitted to securities holders ("Corporate Actions"), Barclays
will promptly give the Custodian notice of such Corporate
-20-
Actions to the extent that Barclays has actual knowledge of a Corporate Action.
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, Barclays will endeavor to obtain Instructions, but if
Instructions are not received in time for Barclays to take timely action, or
actual notice of such Corporate Action was received too late to seek
Instructions, Barclays is authorized to sell such rights entitlement or
fractional interest and to credit the applicable Cash Account with the proceeds
and to take any other action it deems, in good faith, to be appropriate in which
case, provided it has met the standard of care in this Agreement, it shall be
held harmless by the Customers for any such action.
-21-
Signatures.
Add the following after the signature lines:
The provisions of Section 3 hereof
are hereby acknowledged by:
BARCLAYS BANK OF CANADA
By: /s/
------------------------------------
Authorized Attorney-in-Fact
BARCLAYS BANK S.A. (FRANCE)
By: /s/
------------------------------------
Authorized Attorney-in-Fact
BARCLAYS TRUST AND BANKING
COMPANY (JAPAN) LIMITED
By: /s/
------------------------------------
Authorized Attorney-in-Fact
BARCLAYS BANK S.A.E. (SPAIN)
By: /s/
------------------------------------
Authorized Attorney-in-Fact
BARCLAYS BANK S.A. (SWITZERLAND)
By: /s/
------------------------------------
Authorized Attorney-in-Fact-
BARCLAYS BANK AUSTRALIA LIMITED
By: /s/
------------------------------------
Authorized Attorney-in-Fact
-22-
The following investment companies hereby agree and become parities to the
provision of the Global Custody Agreement of which this Rider B is a part.
Barclays and the Custodian undertake to discharge their respective obligations
set forth in the Global Custody Agreement and herein to the undersigned
investment companies which shall each be a "Customer" under this Agreement.
PENN SERIES FUNDS, INC.
By: /s/
------------------------------------
Title: Treasurer
---------------------------------
Dated as of: October 28, 1992
-23-
Continuation of Investment Company Signatures
to
Rider B of
Global Custody Agreement
between Barclays Bank PLC
Provident National Bank
and
Investment Companies signing
this Rider B
[Name of Fund]
By: /s/
----------------------
Title:
-------------------
Dated:
-------------------
-24-
Schedule "A"
BARCLAYS GLOBAL CUSTODY NETWORK
Branches and Subsidiaries
United Kingdom Barclays Bank PLC, London
Australia Barclays Bank Australia, Ltd., Sydney
Canada Barclays Bank of Canada, Toronto
Channel Islands Barclays Bank PLC, Jersey
France Barclays Bank SA, Paris
Germany Merck ▇▇▇▇▇ & Co., Munich*
Greece Barclays Bank PLC, Athens
Hong Kong Barclays Bank PLC, Hong Kong
Ireland Barclays Bank PLC, Dublin
Italy Barclays Bank PLC, Milan
Japan Barclays Trust and Banking (Japan) Ltd.,
Tokyo
Korea Barclays Bank PLC, Seoul
Netherlands Barclays Bank PLC, Amsterdam
New Zealand Barclays New Zealand Custodian Services
Ltd., Wellington
Portugal Barclays Bank PLC, Lisbon
Singapore Barclays Bank PLC, Singapore
Spain Barclays Bank SAE, Madrid
Switzerland Barclays Bank SA, Geneva
United States Barclays Bank PLC, New York
cont.-
-25-
BARCLAYS GLOBAL CUSTODY NETWORK (cont.)
Correspondents
Argentina Citibank NA, Buenos Aires*
Austria Creditanstalt Bankverein, Vienna
Belgium Banque Brussels ▇▇▇▇▇▇▇, Brussels
Brazil Citibank NA, Sao Paolo*
Chile Citibank NA, ▇▇▇▇▇▇▇▇*
Colombia Citibank NA, Bogota*
Denmark Den Danske Bank, Copenhagen
Finland Union Bank of Finland, Helsinki
Indonesia Standard Chartered Bank*; Bank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ Banque Internationale a Luxembourg SA,
Luxembourg*
Malaysia United Malayan Banking Corp. Berhad,
Kuala Lumpur
Mexico Banco Nacional de Mexico, Mexico City
Norway Christiania Bank, Oslo
Philippines The Philippines National Bank, Manila
South Africa The First National Bank of Southern
Johannesburg
Sri Lanka Hong Kong & Shanghai Bank, Sri Lanka*
Sweden Svenska Handelsbanken, Stockholm
Thailand Bangkok Investment Company, Ltd.; Bangkok
Bank, Ltd., Bangkok
Turkey Yapi Ve Kredi Bankasi AS, Istanbul
Transnational CEDEL, Luxembourg; Euroclear, Brussels
Uruguay Citibank NA, Montevideo*
Venezuela Citibank NA, Caracas*
Notes:
* Not eligible for safekeeping of Mutual Fund assets.
Revised August, 1992
-26-
FOREIGN DEPOSITORIES
--------------------
Country Custodian
------- ---------
Austria Wertpapiersammelbank (W S B), a division of OeKB
(Oesterreichische Kontrollbank)
Belgium C.I.K. (Casse Interprofessionelle de Depots et de Virements de
Titres S.A.)
Canada CDS (The Canadian Depository for Securities Limited)
Denmark Vaerdipapircentralen (VP)
France SICOVAM (Societe lnterprofessionelle pourla Conservation des
Valeurs Mobilieres)
Germany Frankfurter Kassenverein
Greece Apothetirio Tition A.E.
Hong Kong CCASS (The Central Clearing and Settlement System)
Italy Monte Titoli, S.P.A.
Japan JASDEC (Japan Securities Depository Company)
Luxembourg CEDEL (Centrale de Livraison de Valeures Mobilieres, S.A.)
Mexico S.D. INDEVAL, S.A.
The Netherlands NECIGEF (Netherlands Clearing Institute for Giro Securities
Deliveries)
Nor-way VPS (Verdipapirsentralen)
Singapore CDP (The Central Depository Pte. Ltd.)
Sweden Vardepapperscentralen VPC AB (VPC)
Switzerland SEGA (Schweizerische Effekten-Giro S.A.)
Transnational CEDEL
United States DTC (Depository Trust Company)
-27-
Schedule "B"
CONTRACTUAL INCOME SCHEDULE
1) Income is paid on payable date for each country listed below.
2) Income is credited as collected for all other countries.
3) Income is paid in local currency. Add two days for execution of foreign
exchange to repatriate to U.S. Dollars.
Country/Market
--------------
Australia
Austria
Belgium
Canada
Denmark
Finland
France
Germany
Hong Kong
Ireland
Japan
Malaysia
Netherlands
New Zealand
Norway
Portugal
Singapore
South Africa
Spain
Sweden
Switzerland
Thailand
United Kingdom
US
Cedel/Euroclear
October 22, 1992
-28-