CHASE
[LOGO] EXHIBIT 8
[FORM OF]
DOMESTIC AND GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective , 1996, and is between THE CHASE
MANHATTAN BANK, N.A. (the "Bank") and MUTUAL OF AMERICA INSTITUTIONAL
FUNDS, 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,
including options, futures contracts and options on futures contracts, and other
similar property whether certificated or uncertificated or publicly or privately
issued 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 subiect 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 equivalent 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:
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(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 as defined in Section 3 (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 in the countries and 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 regarding Subcustodians. 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.
Countries may be added or removed from Schedule A by the written agreement of
the Bank and the Customer, but the Bank reserves the right to remove
Subcustodians from Schedule A upon reasonable notice.
4. USE OF SUBCUSTODIAN.
(a) The Bank will identify the Assets on its books as belonging to the
Customer.
(b) A Subcustodian will hold such 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.
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(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.
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. With respect to domestic U.S.
and Canadian Securities (the latter if held in DTC), the "Autocredit" procedures
described in this subsection (c) shall apply.
6. CUSTODY ACCOUNT TRANSACFFONS.
(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.
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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 Account.
(i) The Bank may reverse credits or debits made to the Accounts in its
discretion and upon notice to the Customer 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 within a reasonable time following the return.
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:
(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 monthly statements to the Customer, and at other 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 (60) 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
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the Customer and all persons having or claiming an interest in the Customer or
the Customer's Accounts were parties.
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; TAX RECLAILNS.
(a) Corporate Actions.
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(i) Domestic U.S. and Canadian Securities (the latter if held in DTC). The
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Bank will send to the Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of the Bank's
nominee or the nominee of a central depository) and communications with
respect to Securities in the Custody Account as call for voting or relate
to legal proceedings within a reasonable time after sufficient copies are
received by the Bank for forwarding to its customers. In addition, the Bank
will follow coupon payments, redemptions, exchanges or similar matters with
respect to Securities in the Custody Account and advise the Customer or the
Authorized Person for such Account of rights issued, tender offers or any
other discretionary rights with respect to such Securities, in each case,
of which the Bank has received notice from the issuer of or offeror for the
Securities, or as to which notice is published in publications routinely
utilized by the Bank for this purpose.
(ii) Foreign Securities. Whenever the Bank receives information concerning
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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, 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.
(b) Foreign Proxy Voting. As to non-U.S. Securities and Canadian Securities
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not held in DTC, the Bank will provide proxy voting services only pursuant to a
separate agreement.
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Proxy voting services may be provided by the Bank or, in whole or in part, by
one or more third parties appointed by the Bank (which may be affiliates of the
Bank).
(C) TAX RECLAIMS.
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(i) Subject to the provisions hereof, the Bank will apply for a reduction of
withholding tax and any refund of any tax paid or tax credits which apply in
each applicable market in respect of income payments on Securities for the
benefit of the Customer which the Bank believes may be available to such
Customer.
(ii) The provision of tax reclaim services by the Bank is conditional upon the
Bank receiving from the beneficial owner of Securities (A) a declaration of its
identity and place of residence and (B) certain other documentation (pro forma
copies of which shall be provided by the Bank). The Customer acknowledges that,
if the Bank does not receive such declarations, documentation and information,
additional United Kingdom taxation will be deducted from all income received in
respect of Securities issued outside the United Kingdom and that U.S. non-
resident alien tax or U.S. backup withholding tax will be deducted from U.S.
source income. The Customer shall provide to the Bank such documentation and
information as the Bank may reasonably require in connection with taxation, and
warrants that, when given, this information shall be true and correct in every
material respect, not misleading in any way, and contain all material
information. The Customer undertakes to notify the Bank immediately if any such
information requires updating or amendment.
(iii) The Bank shall not be liable to the Customer or any third party for any
tax, fines or penalties payable by the Bank or the Customer, and shall be
indemnified accordingly, whether these result from the inaccurate completion of
documents by the Customer or any third party, or as a result of the provision to
the Bank or any third party of inaccurate or misleading information or the
withholding of material information by the Customer or any other third party, or
as a result of any delay of any revenue authority or any other matter beyond the
control of the Bank.
(iv) The Customer confirms that the Bank is authorized to deduct from any cash
received or credited to the Cash Account any taxes or levies required by any
revenue or governmental authority for whatever reason in respect of the
Securities or Cash Accounts.
(v) The Bank shall perform tax reclaim services only with respect to taxation
levied by the revenue authorities of the countries notified to the Customer from
time to time and the Bank may, by notification in writing, at its absolute
discretion, supplement or amend the markets in which the tax
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reclaim services are offered. Other than as expressly provided in this
subclause, the bank shall have no responsibility with regard to the Customer's
tax position or status in any jurisdiction.
(vi) The Customer confirms that the Bank is authorised to disclose any
information requested by any revenue authority or any governmental body in
relation to the Customer or the Securities and/or Cash held for the Customer.
(vii) Tax reclaim services may be provided by the Bank or, in whole or in part,
by one or more third parties appointed by the Bank (which may be affiliates of
the Bank); provided that the Bank shall be liable for the performance of any
such third party to the same extent as the Bank would have been if it performed
such services itself.
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, with 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, attested to or certified by its Secretary or Assistant
Secretary with the Corporate Seal affixed, 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.
Except as provided below, the term "Instructions" means written instructions
of any Authorized Person received by the Bank, via telex, TWX, facsimile
transmission, bank wire or other teleprocess or instructions given by an
electronic 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 canceled or
superseded. The Customer shall be responsible
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for safeguarding any testkeys, identification codes or other security devices
which the Bank shall make available to the Customer or its Authorized Persons.
The Bank shall make test keys, identification codes or other security devices
available only to the persons specified on Schedule B hereto, as modified from
time to time by the written agreement of the Customer and the Bank.
Oral Instructions may only be given for transfers between Accounts and the
Bank may rely upon such Instructions if it believes in good faith that the
Instruction was issued by an Authorized Person. The Bank may electronically
record any Instructions given by telephone, and any other telephone discussions
with respect to the Custody Account.
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 as follows:
(i) The Bank will use reasonable care with respect to its obligations under
this Agreement and the safekeeping of Assets by exercising the same degree
of care with respect to the Assets as it would with respect to its own
securities and property and will indemnify the Customer and hold the
Customer harmless from any loss or liability (including, without
limitation, the reasonable fees and disbursements of outside counsel)
incurred by the Customer by reason of the negligence (whether through
action or inaction) or willful misconduct of the Bank. 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. The Bank will not be responsible
for the insolvency of any Subcustodian which is not a branch or affiliate
of Bank.
(ii) The Bank will not be responsible for any act, omission, default or the
solvency of any broker or agent which it or a Subcustodian appoints unless
such appointment was made negligently or in bad faith.
(iii) The Bank shall be without liability to the Customer for any action
taken or omitted by the Bank whether pursuant to Instructions or otherwise
within the scope of this Agreement if such act or omission was in good
faith, without negligence. In performing its obligations under this
Agreement, the Bank may rely on the genuineness of any document which it
believes in good faith to have been validly executed.
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(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, other than taxes imposed as a
consequence of the Bank's failure to perform the services set forth in
Section 8(c) of this Agreement.
(v) The Bank shall be entitled to rely, and may act, upon the written
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.
(ix) The Customer agrees to indemnify the Bank and to hold the Bank
harmless from any loss or liability (including, without limitation, the
reasonable fees and disbursements of outside counsel) incurred by the Bank
arising out of or related to this Agreement and services performed
hereunder, except such loss or liabilty that results from the Bank's
failure to exercise the standard of care set forth in paragraph (a)(i) of
this Section 12. The Customer shall be liable to the Bank only to the
extent of the Bank's direct damages, without reference to any special
conditions or circumstances.
(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;
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(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;
(v) review or reconcile trade confirmations received from brokers. The
Customer or its Authorized Persons (as defined in Section 10) 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.
13. FEES AND EXPENSES.
The Customer agrees to pay the Bank for its services under this Agreement
such amount set forth in Schedule C hereto, as modified from time to time by the
written agreement of the Bank and the Customer, 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. In case of any dispute between the Customer and the Bank as to
an amount owed, no lien shall be applicable and no charge shall be made until
the dispute has been settled, adjudicated or arbitrated.
14. MISCELLANEOUS.
(a) Foreign Exchange Transactions. To facilitate the administration of the
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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.
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(b) Certification of Residency, etc. The Customer certifies that it is a
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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
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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. Any representative of an appropriate
regulatory body shall be entitled to the same access as the Customer's
independent public accountants, but only when an appropriate officer of the
Customer has furnished the Bank with written instructions to that effect.
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. Upon reasonable request by the Customer, the Bank will
furnish copies of documents filed in connection with tax reclaims.
(d) Governing Law; Successors and Assigns. This Agreement shall be
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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 and Bank agree that the
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following Riders are made a part of this Agreement:
X ERISA
---
X MUTUAL FUND
---
X SPECIAL TERMS AND CONDITIONS
---
The following Schedules are part of this Agreement:
Schedule A - List of Countries, Subcustodians and Securities Depositories;
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Schedule B - Customer Personnel to Receive Security Information; and
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Schedule C - Fees of Bank.
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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.
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(f) Severability. In the event that one or more provisions of this
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Agreement are held invalid, illegal or enforceable in any respect on the basis
of any particular circumstances or in any jurisdiction, the validity, legality
and enforceability of such provision or provisions under other circumstances or
in other jurisdictions and of the remaining provisions will not in any way be
affected or impaired.
(g) Waiver. Except as otherwise provided in this Agreement, no failure or
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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, 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
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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.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ K Breitweig
or facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Customer: Mutual of America Institutional Funds, Inc.
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
or facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(i) Termination. This Agreement may be terminated by the Customer or the
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Bank by giving sixty (60) days written notice to the other. If notice of
termination is given, the Customer shall, within sixty (60) 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. The Bank will deliver the
Assets to the persons so specified, after deducting any amounts which the Bank
determines in good faith to be owed to it under Section 13. If within sixty
(60) days following receipt of a notice of termination by either party, 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, with aggregate capital and undivided profits (as shown by its last
published report) of not less than two million dollars ($2,000,000), to be held
and disposed of pursuant to
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the provisions of this Agreement, or may continue to hold the Assets until
Instructions are provided to the Bank.
MUTUAL OF AMERICA INSTITUTIONAL
FUNDS, INC.
By:______________________________________
Title:
Date:
THE CHASE MANHATTAN BANK, N.A.
By:______________________________________
Title:
Date:
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇)
: ss.
COUNTY OF NEW YORK)
On this day of , 1996, before me personally came,
to me known, who being by me duly sworn, did depose and say that he/she
resides in
at ; that he/she
is of MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC., the entity
described in and which executed the foregoing instrument; that he/she knows the
seal of said entity, that the seal affixed to said instrument is such seal, that
it was so affixed by order of said entity, and that he/she signed his/her name
thereto by like order.
Sworn to before me this ______________
day of ______________, 19_____.
Notary
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
: ss.
COUNTY OF NEW YORK )
On this day of ,1996, before me personally came
, to me known, who being by me duly sworn, did depose and say that
he/she resides in at ; that
he/she is a Vice President of THE CHASE MANHATTAN BANK, (National
Association), the corporation described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal, that it was so affixed by
order of the Board of Directors of said corporation, and that he/she signed
his/her name thereto by like order.
Sworn to before me this ___________________
day of ________________, 19________.
Notary
15
ERISA Rider to Domestic and Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Mutual of America Institutional Funds, Inc.
effective ______________, 1996
Customer represents that some of the Assets being placed in the Bank's
custody are subject to ERISA. It is understood that in connection therewith the
Bank is a service provider and not a fiduciary of the plan and trust to which
the assets are related. The Bank shall not be considered a party to the
underlying plan and trust and the Customer hereby assumes all responsibility to
assure that Instructions issued under this Agreement are in compliance with such
plan and trust and ERISA.
This Agreement will be interpreted as being 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.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities 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 the Bank, 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;
(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 4. Use of Subcustodian.
--------------------
Subsection (d) of this section is modified by deleting the last sentence.
Section 5. Deposit Account Payments.
-------------------------
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 Deposit Account, such discretionary advance
shall be deemed a service provided by the Bank under this Agreement for
which it is entitled to recover its costs as may be determined by the
Bank in good faith.
2
Section 10. Authorized Persons.
-------------------
Add the following paragraph at the end of Section 10:
Customer represents that to the extent that Assets are subject to ERISA: a)
Instructions will only be issued by or for a fiduciary pursuant to
Department of Labor Regulation Section 404b-1 (a)(2)(i) and b) 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 Customer to manage assets held in the Customer Accounts
("Investment Manager"). An Investment Manager may designate certain of its
employees to act as Authorized Persons under this Agreement.
Section 14(a). Foreign Exchange Transactions.
------------------------------
Add the following paragraph at the end of Subsection 14(a):
Instructions to execute foreign exchange transactions with the Bank, its
subsidiaries, affiliates or Subcustodians will include (1) the time period
in which the transaction must be completed; (2) the location i.e., Chase
New York,
Chase London, etc. 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.
3
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Mutual of America Institutional Funds, Inc.
effective __________________
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, 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 Investment Company Act of 1940;
(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) or (iii) 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 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 6. Custody Account Transactions.
-----------------------------
2
Add the following language to the end of Section 6:
(c) Unless the Custodian gives the Customer reasonable notice to the
contrary, the Custodian will execute, or cause a subcustodian or agent to
execute, an escrow receipt relating to any covered call option written by
Customer and will deliver such escrow receipt against payment of the premium
thereof. The Custodian shall maintain a segregated margin account as necessary
in connection with put or call options purchased or sold by the Customer.
(d) If the Customer purchases or sells puts, calls or futures contracts
traded on any commodity exchange, the Custodian shall establish a segregated
margin account in the name of each futures commission merchant ("FCM"), pursuant
to a safekeeping agreement among the Custodian, the Customer and the FCM.
Section 11. Instructions.
-------------
Add the following language to the end of Section 11:
Deposit Account Payments and Custody 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 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.
(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;
3
(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 to the Bank, its Subcustodian or the Customer's transfer agent of
such shares to be so redeemed;
(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. ("NASD"), relating to compliance
with the rules of The Options Clearing
4
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 from brokers the Securities previously
deposited. The Bank will act strictly in accordance with Instructions in the
delivery of Securities to be held in escrow and will have no responsibility or
liability for any such Securities which are not returned promptly when due other
than to make proper request for such return;
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related transactions;
(n) For other proper purposes as may be specified in Instructions issued by
an officer of the Customer which shall include a statement of the purpose for
which the delivery or payment is to be made, the amount of the payment or
specific Securities to be delivered, the name of the person or persons to whom
delivery or payment is to be made, and a certification that the purpose is a
proper purpose under the instruments governing the Customer; and
(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:
5
(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.
6
Special Terms and Conditions Rider to
Domestic and Global Custody Agreement
between
The Chase Manhattan Bank, N.A.
and
Mutual of America Institutional Funds, Inc.
effective , 1996
The following accounts are to be maintained under the Custody Agreement:
Title of Account Account Number
---------------- --------------
Equity Fund
Bond Fund
This Rider may be amended from time to time by Customer and the Bank.
7