Contract No. 99-0591
GLOBAL CUSTODY AGREEMENT
(Banks and Broker/Dealers)
AGREEMENT, dated as of 10/14/99 between Key Trust Company of Ohio,
National Association ("Customer") and The Bank of New York ("Custodian").
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the
meanings set forth below:
1. "Authorized Person" shall be any person, whether or not an officer
or employee of Customer, duly authorized by Customer to give Oral and/or Written
Instructions with respect to one or more Accounts, such persons to be designated
in a Certificate of Authorized Persons which contains a specimen signature of
such person.
2. "BNY Affiliate" shall mean any office, branch or subsidiary of The
Bank of New York Company, Inc.
3. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for receiving and delivering its successors and nominees.
4. "Business Day" shall mean any day on which Custodian, Book-Entry
System and relevant Depositories are open for business.
5. "Composite Currency Units" shall mean the Euro or any other
composite unit consisting of the aggregate of specified amounts of specified
currencies, as such unit may be constituted from time to time.
6. "Depository" shall include the Book-Entry System, the Depository
Trust Company, Euroclear, Cedel, S.A. and any other securities depository,
book-entry system or clearing agency (and their respective successors and
nominees) authorized to act as a securities depository, book-entry system or
clearing agency pursuant to applicable law and identified to Customer from time
to time.
7. "Oral Instructions" shall mean verbal instructions received by
Custodian from an Authorized Person or from a person reasonably believed by
Custodian to be an Authorized Person.
8. "Securities" shall include, without limitation, any common stock and
other equity securities, bonds, debentures and other debt securities, notes,
mortgages or other obligations, and any instruments representing rights to
receive, purchase, or subscribe for the
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same, or representing any other rights or interests therein (whether represented
by a certificate or held in a Depository or a Subcustodian).
9. "Subcustodian" shall mean a bank or other financial institution
(other than a Depository) which is utilized by Custodian in connection with the
purchase, sale or custody of Securities hereunder and identified to Customer
from time to time.
10. "Written Instructions" shall mean any notices, instructions or
other instruments in writing received by Custodian from an Authorized Person or
from a person reasonably believed by Custodian to be an Authorized Person by
letter, telex, facsimile transmission, Custodian's on-line communication system,
or any other method whereby Custodian is able to verify with a reasonable degree
of certainty the identity of the sender of such communications or the sender is
required to provide a password or other identification code.
ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS AND WARRANTIES
1. (a) Customer hereby appoints Custodian as custodian of all
Securities and cash at any time delivered to Custodian during the term of this
Agreement, and authorizes Custodian to hold Securities in registered form in its
name or the name of its nominees. Custodian hereby accepts such appointment and
agrees to establish and maintain one or more securities accounts and cash
accounts in which Custodian will hold Securities and cash as provided herein.
Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the
name of Customer, or with Custodian's prior approval (which may be withheld in
Custodian's sole discretion), in the names of third parties.
(b) To the extent that Securities contained in any third-party accounts
established under Paragraph 1 (a) are subject to The Employee Retirement Income
Security Act ("ERISA"), Customer shall so advise Custodian and the Account(s)
shall be designated ERISA Accounts.
(c) Customer acknowledges and agrees that it is principally liable to
Custodian for satisfaction of all obligations and liabilities arising or
incurred in connection with the Accounts.
2. (a) Except as otherwise provided by law, a cash account (including
subdivisions maintained in different currencies, including Composite Currency
Units) shall constitute one single and indivisible current account.
Consequently, Custodian has the right, among others, to transfer the balance of
any subaccount of a cash account to any other subaccount at any time and without
prior notice.
(b) Custodian may in accordance with customary practice hold any
currency or Composite Currency Unit in which any subdivision of a cash account
is denominated on deposit in, and effect transactions relating thereto through,
an account (a "Foreign Account") with a BNY Affiliate or another bank in the
country where such currency is the lawful currency or in other countries where
such currency or Composite Currency Unit may be lawfully held on deposit.
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(c) Custodian shall have no liability for any loss or damage arising
from the applicability of any law or regulation now or hereafter in effect, or
from the occurrence of any event, which may affect the transferability,
convertibility, or availability of any currency or Composite Currency Unit in
the countries where such Foreign Accounts are maintained and in no event shall
Custodian be obligated to substitute another currency for a currency (including
a currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected by such law,
regulation or event. To the extent that any such law, regulation or event
imposes a cost or charge upon Custodian in relation to the transferability,
convertibility, or availability of any cash currency or Composite Currency Unit,
such cost or charge shall be for the account of Customer. If pursuant to any
such law or regulation, or as a result of any such event, Custodian cannot deal
in any component currency of a Composite Currency Unit or effect a particular
transaction in a Composite Currency Unit on Customer's behalf, Custodian may
thereafter treat any account denominated in an affected Composite Currency Unit
as a group of separate accounts denominated in the relevant component
currencies.
3. Customer hereby represents and warrants, which representations and
warranties shall be continuing and shall be deemed to be reaffirmed upon each
Oral or Written Instruction given by Customer, that:
(a) Customer is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement and to perform its obligations
hereunder;
(b) This Agreement has been duly authorized, executed and delivered by
Customer, constitutes a valid and legally binding obligation of Customer,
enforceable in accordance with its terms, and no statute, regulation, rule,
order, judgment or contract binding on Customer prohibits Customer's execution
or performance of this Agreement;
(c) With respect to Accounts established in the name of third parties,
Customer has been duly authorized to enter into and perform all transactions
contemplated hereby and to take actions and give Oral and Written Instructions
with legal and binding effect upon such third parties and their respective
Accounts; and
(d) Customer shall not deposit Securities subject to ERISA into
Accounts that have not been designated ERISA Accounts and shall not deposit
Securities that are not subject to ERISA into designated ERISA Accounts.
(e) Customer represents as to all Securities not deposited into
designated ERISA Accounts that either Customer owns the Securities in the
Accounts free and clear of all liens, claims, security interests and
encumbrances (except those granted herein) or, if the Securities in an Account
are owned beneficially by others, Customer has the right to pledge such
Securities to the extent necessary to secure Customer's and the beneficial
owner's obligations hereunder, free of any right of redemption or prior claim by
the beneficial owner. Custodian's security interest in all Non-ERISA Accounts
pursuant to Article V hereof shall be a first lien and security interest subject
to no setoffs, counterclaims or other liens prior to or on a parity with it in
favor of any other party (other than specific liens granted preferred status by
statute), and Customer shall take
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any and all additional steps which Custodian requires to assure itself of such
priority and status, including notifying third parties or obtaining their
consent to, Custodian's security interest.
4. Custodian hereby agrees that in performing hereunder with respect to
any Account maintained for the benefit of an investment company or portfolio
series thereof (each, a "Fund") registered under the Investment Company Act of
1940, as amended (the "Act"), Custodian will not knowingly cause such Fund to
violate the Act; it being expressly acknowledged and agreed that Custodian shall
conclusively presume, without liability hereunder, that (a) all Oral or Written
Instructions relating to such Account shall at all times comply with the Act and
shall be for purposes permitted by the Act, and (b) the aggregate of all
borrowings of such Fund, including, without limitation, any advances or
overdrafts (including any daylight overdrafts) in such Account, do not exceed
the amount such Fund is permitted to borrow under the Act.
ARTICLE III
CUSTODY AND RELATED SERVICES
1. (a) Subject to the terms hereof, Customer hereby authorizes
Custodian to hold any Securities received by it from time to time for Customer's
account. Custodian shall be entitled to utilize Depositories and Subcustodians
to the extent possible in connection with its performance hereunder. Securities
and cash deposited by Custodian in a Depository will be held subject to the
rules, terms and conditions of such Depository. Securities and cash held through
Subcustodians shall be held subject to the terms and conditions of Custodian's
agreements with such Subcustodians. Subcustodians may be authorized to hold
Securities in central securities depositories or clearing agencies in which such
Subcustodians participate. Unless otherwise required by local law or practice or
a particular subcustodian agreement, Securities deposited with Subcustodians
will be held in a commingled account in the name of Custodian as custodian or
trustee for its customers. Custodian shall identify on its books and records the
Securities and cash belonging to Customer, whether held directly or indirectly
through Depositories or Subcustodians.
(b) Unless Custodian has received Oral or Written Instructions to the
contrary or applicable law otherwise requires, Custodian shall hold Securities
indirectly through a Subcustodian only if (i) the Securities are not subject to
any right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian or its creditors, including a receiver or trustee in bankruptcy or
similar authority, except for a claim of payment for the safe custody or
administration of Securities or for funds advanced on behalf of Customer by such
Subcustodian, and (ii) beneficial ownership of the Securities is freely
transferable without the payment of money or value other than for safe custody
or administration.
2. Custodian shall furnish Customer with an advice of daily
transactions and a monthly summary of all transfers to or from the Accounts.
3. With respect to all Securities held hereunder, Custodian shall,
unless otherwise instructed to the contrary:
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(a) Receive all income and other payments and advise Customer as
promptly as practicable of any such amounts due but not paid;
(b) Present for payment and receive the amount paid upon all Securities
which may mature and advise Customer as promptly as practicable of any such
amounts due but not paid;
(c) Forward to Customer copies of all information or documents that it
may receive from an issuer of Securities which, in the opinion of Custodian, are
intended for the beneficial owner of Securities;
(d) Execute, as custodian, any certificates of ownership, affidavits,
declarations or other certificates under any tax laws now or hereafter in effect
in connection with the collection of bond and note coupons;
(e) Hold directly or through a Depository or Subcustodian all rights
and similar Securities issued with respect to any Securities credited to an
Account hereunder; and
(f) Endorse for collection checks, drafts or other negotiable
instruments.
4. (a) Custodian shall notify Customer of such rights or discretionary
actions or of the date or dates by when such rights must be exercised or such
action must be taken provided that Custodian has received, from the issuer or
the relevant Depository (with respect to Securities issued in the United States)
or from the relevant Subcustodian, Depository or a nationally or internationally
recognized bond or corporate action service to which Custodian subscribes,
timely notice of such rights or discretionary corporate action or of the date or
dates such rights must be exercised or such action must be taken. Absent actual
receipt of such notice, Custodian shall have no liability for failing to so
notify Customer.
(b) Whenever Securities (including, but not limited to, warrants,
options, tenders, options to tender or non-mandatory puts or calls) confer
optional rights on Customer or provide for discretionary action or alternative
courses of action by Customer, Customer shall be responsible for making any
decisions relating thereto and for directing Custodian to act. In order for
Custodian to act, it must receive Customer's Written Instructions at Custodian's
offices, addressed as Custodian may from time to time request, not later than
noon (New York time) at least two (2) Business Days prior to the last scheduled
date to act with respect to such Securities (or such earlier date or time as
Custodian may notify Customer). Absent Custodian's timely receipt of such
Written Instructions, Custodian shall not be liable for failure to take any
action relating to or to exercise any rights conferred by such Securities.
5. All voting rights with respect to Securities, however registered,
shall be exercised by Customer or its designee. For Securities issued in the
United States, Custodian's only duty shall be to mail to Customer any documents
(including proxy statements, annual reports and signed proxies) relating to the
exercise of such voting rights. With respect to Securities issued outside of the
United States, Custodian's only duty shall be to provide Customer with access to
a provider of global proxy services at Customer's request. Customer shall be
responsible for all costs associated with its use of such services.
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6. Custodian shall promptly advise Customer upon its notification of
the partial redemption, partial payment or other action affecting less than all
Securities of the relevant class. If Custodian, any Subcustodian or Depository
holds any Securities in which Customer has an interest as part of a fungible
mass, Custodian, such Subcustodian or Depository may select the Securities to
participate in such partial redemption, partial payment or other action in any
non-discriminatory manner that it customarily uses to make such selection.
7. Custodian shall not under any circumstances accept bearer interest
coupons which have been stripped from United States federal, state or local
government or agency securities unless explicitly agreed to by Custodian in
writing.
8. Customer shall be liable for all taxes, assessments, duties and
other governmental charges, including any interest or penalty with respect
thereto ("Taxes"), with respect to any cash or Securities held on behalf of
Customer or any transaction related thereto. Customer shall indemnify Custodian
and each Subcustodian for the amount of any Tax that Custodian, any such
Subcustodian or any other withholding agent is required under applicable laws
(whether by assessment or otherwise) to pay on behalf of, or in respect of
income earned by or payments or distributions made to or for the account of
Customer (including any payment of Tax required by reason of an earlier failure
to withhold). Custodian shall, or shall instruct the applicable Subcustodian or
other withholding agent to, withhold the amount of any Tax which is required to
be withheld under applicable law upon collection of any dividend, interest or
other distribution made with respect to any Security and any proceeds or income
from the sale, loan or other transfer of any Security. In the event that
Custodian or any Subcustodian is required under applicable law to pay any Tax on
behalf of Customer, Custodian is hereby authorized to withdraw cash from any
subaccount of the cash account in the amount required to pay such Tax and to use
such cash, or to remit such cash to the appropriate Subcustodian, for the timely
payment of such Tax in the manner required by applicable law. If the aggregate
amount of cash in all subaccounts of the cash account is not sufficient to pay
such Tax, Custodian shall promptly notify Customer of the additional amount of
cash (in the appropriate currency) required, and Customer shall directly deposit
such additional amount in the cash account promptly after receipt of such
notice, for use by Custodian as specified herein. In the event that Customer is
eligible, pursuant to applicable law or to the provisions of any tax treaty, for
a reduced rate of, or exemption from, any Tax which is otherwise required to be
withheld or paid on behalf of Customer under any applicable law, Custodian
shall, or shall instruct the applicable Subcustodian or withholding agent to,
either withhold or pay such Tax at such reduced rate or refrain from withholding
or paying such Tax, as appropriate; provided that Custodian shall have received
from Customer all documentary evidence of residence or other qualification for
such reduced rate or exemption required to be received under such applicable law
or treaty. In the event that a reduced rate of, or exemption from, any Tax is
obtainable only by means of an application for refund, Custodian and the
applicable Subcustodian shall have no responsibility for the accuracy or
validity of any forms or documentation provided by Customer to Custodian
hereunder, and Customer hereby indemnifies and agrees to hold harmless Custodian
and each Subcustodian in respect of any liability arising from any
underwithholding or underpayment of any Tax which results from the inaccuracy or
invalidity of any such forms or other documentation.
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9. (a) For the purpose of settling Securities and foreign exchange
transactions, Customer shall provide Custodian with sufficient immediately
available funds for all transactions by such time and date as conditions in the
relevant market dictate. As used herein, "sufficient immediately available
funds" shall mean either (i) sufficient cash denominated in the currency of
Customer's home jurisdiction to purchase the necessary foreign currency, or (ii)
sufficient applicable foreign currency, to settle the transaction. Custodian
shall provide Customer with immediately available funds each day which result
from the actual settlement of all sale transactions, based upon advice received
by Custodian from its Subcustodians and Depositories. Such funds shall be in the
currency of Customer's home jurisdiction or such other currency as Customer may
specify to Custodian.
(b) Any foreign exchange transaction effected by Custodian in
connection with this Agreement may be entered with Custodian or a BNY Affiliate
acting as principal or otherwise through customary banking channels. Customer
may issue standing Written Instructions with respect to foreign exchange
transactions but Custodian may establish rules or limitations concerning any
foreign exchange facility made available to Customer. Customer shall bear all
risks of investing in Securities or holding cash denominated in a foreign
currency. Notwithstanding the foregoing, Custodian and BNY Affiliates shall
effect foreign exchange transactions in connection with assets in designated
ERISA Accounts only in accordance with Custodian's established procedures for
effecting foreign exchange transactions for ERISA assets. Without limiting the
foregoing, Customer shall bear the risks that rules or procedures imposed by
Depositories, exchange controls, asset freezes or other laws, rules, regulations
or orders shall prohibit or impose burdens or costs on the transfer to, by or
for the account of Customer of Securities or cash held outside Customer's
jurisdiction or denominated in a currency other than its home jurisdiction or
the conversion of cash from one currency into another currency. Custodian shall
not be obligated to substitute another currency for a currency (including a
currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected by such law,
regulation, rule or procedure. Neither Custodian nor any Subcustodian shall be
liable to Customer for any loss resulting from any of the foregoing events.
10. To the extent that Custodian has agreed to provide pricing or other
information services in connection with this Agreement, Custodian is authorized
to utilize any vendor (including brokers and dealers of Securities) reasonably
believed by Custodian to be reliable to provide such information. Customer
understands that certain pricing information with respect to complex financial
instruments (e.g., derivatives) may be based on calculated amounts rather than
actual market transactions and may not reflect actual market values, and that
the variance between such calculated amounts and actual market values may or may
not be material. Where vendors do not provide information for particular
Securities or other property, an Authorized Person may advise Custodian
regarding the fair market value of, or provide other information with respect
to, such Securities or property as determined by it in good faith. Custodian
shall not be liable for any loss, damage or expense incurred as a result of
errors or omissions with respect to any pricing or other information utilized by
Custodian hereunder.
11. As an accommodation to Customer, Custodian may provide consolidated
recordkeeping services pursuant to which Custodian reflects on Account
statements Securities positions for which Custodian has no safekeeping or other
responsibility under this Agreement
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("Non-Custody Securities"). Non-Custody Securities shall be designated on
Custodian's books as "shares not held" or by other similar characterization.
Customer acknowledges and agrees that Custodian shall rely, without independent
verification, on information provided by Customer regarding Non-Custody
Securities (including but not limited to Account positions and market
valuations) and shall have no responsibility whatsoever with respect to
Non-Custody Securities or the accuracy of any information maintained on
Custodian's books or set forth on account statements concerning Non-Custody
Securities.
ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT
1. Promptly after each purchase or sale of Securities for an Account,
Customer shall deliver to Custodian Written Instructions specifying all
information necessary for Custodian to settle such purchase or sale. Custodian
shall account for all purchases and sales of Securities on the actual settlement
date unless otherwise agreed by Custodian.
2. Customer understands that when Custodian is instructed to deliver
Securities against payment, delivery of such Securities and receipt of payment
therefor may not be completed simultaneously. Customer assumes full
responsibility for all credit risks involved in connection with Custodian's
delivery of Securities pursuant to instructions of Customer.
3. Custodian may, as a matter of bookkeeping convenience or by separate
agreement with Customer, credit the Account with the proceeds from the sale,
redemption or other disposition of Securities or interest, dividends or other
distributions payable on Securities prior to its actual receipt of final payment
therefor. All such credits shall be conditional until Custodian's actual receipt
of final payment and may be reversed by Custodian to the extent that final
payment is not received. Payment with respect to a transaction will not be
"final" until Custodian shall have received immediately available funds which
under applicable local law, rule and/or practice are irreversible and not
subject to any security interest, levy or other encumbrance, and which are
specifically applicable to such transaction.
4. Upon Customer's Oral or Written Instructions, Custodian shall
purchase or sell Securities and is authorized to utilize any broker or agent in
connection with any such transactions, including BNY Affiliates. Custodian shall
not be liable for the acts or omissions of any such broker or agent, other than
a BNY Affiliate. Upon Customer's Oral or Written Instructions (which may include
standing instructions), Custodian shall also invest cash balances in
certificates of deposit, savings accounts or other similar instruments issued by
Custodian or a BNY Affiliate or in money market or other mutual funds for which
Custodian or a BNY Affiliate may serve as investment advisor, administrator,
custodian, shareholder servicing agent or other capacity, notwithstanding that
Custodian or a BNY Affiliate collects fees from such mutual funds for providing
such services.
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ARTICLE V
OVERDRAFTS OR INDEBTEDNESS
1. If Custodian in its sole discretion advances funds in any currency
hereunder or there shall arise for whatever reason as overdraft in an Account
(including, without limitation, overdrafts incurred in connection with the
settlement of securities transactions, funds transfers or foreign exchange
transactions) or if Customer is for any other reason indebted to Custodian,
Customer agrees to repay Custodian on demand the amount of the advance,
overdraft or indebtedness plus accrued interest at a rate ordinarily charged by
Custodian to its institutional custody customers in the relevant currency.
2. In order to secure repayment of Customer's and each third party's
obligations to Custodian hereunder, Customer hereby pledges and grants to
Custodian a continuing lien and security interest in, and right of set-off
against, all of Customer's right, title and interest in and to (a) all Accounts
in Customer's name and the Securities, money and other property now or hereafter
held in such Accounts (including proceeds thereof), (b) each Account, except for
designated ERISA Accounts, in respect of which or for whose benefit the advance,
overdraft or indebtedness relates and the Securities, money and other property
now or hereafter held in such Account (including proceeds thereof), and (c) any
other property at any time held by it for the account of Customer. In this
regard, Custodian shall be entitled to all the rights and remedies of a pledgee
and secured creditor under applicable laws, rules or regulations as then in
effect.
ARTICLE VI
CONCERNING CUSTODIAN
1. (a) Except as otherwise expressly provided herein, Custodian shall not be
liable for any costs, expenses, damages, liabilities or claims, including
attorneys' and accountants' fees (collectively, "Losses"), incurred by or
asserted against Customer, except those Losses arising out of the negligence or
wilful misconduct of Custodian. Customer agrees to indemnify Custodian and hold
Custodian harmless from and against any and all Losses sustained or incurred by
or asserted against Custodian by reason of or as a result of any action or
inaction, or arising out of Custodian's performance hereunder, including
reasonable fees and expenses of counsel incurred by Custodian in a successful
defense of claims by Customer; provided however, that Customer shall not
indemnify Custodian for those Losses arising out of Custodian's negligence or
wilful misconduct. This indemnity shall be a continuing obligation of Customer,
its successors and assigns, notwithstanding the termination of this Agreement.
(b) Custodian may enter into subcontracts, agreements and
understandings with any BNY Affiliate, whenever and on such terms and conditions
as it deems necessary or appropriate to perform its services hereunder. No such
subcontract, agreement or understanding shall discharge Custodian from its
obligations hereunder.
(c) For any Subcustodian identified on Schedule I Part A attached
hereto, Custodian shall be responsible to Customer for any loss or liability
(including, without limitation, reasonable attorney's fees) incurred by Customer
by reason of the negligence or willful misconduct of such Subcustodian, as
determined under the laws governing the subcustodian agreement between Custodian
and such Subcustodian
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(d) With respect to any loss or liability incurred by Customer as a
result of the acts or failure to act by a Subcustodian not identified on
Schedule I Part A, Custodian's responsibility is limited to the failure on its
part to exercise reasonable care in the selection or retention of such
Subcustodian in light of prevailing settlement and securities handling
practices, procedures and controls in the relevant markets, and Custodian agrees
to take appropriate action to recover such loss or liability from such
Subcustodian. The Custodian's liability to the Customer under this subparagraph
(d) shall be limited to amounts so recovered from such Subcustodian (exclusive
of costs and expenses incurred by Custodian).
(e) Notwithstanding the foregoing, in no event shall Custodian be
liable for (i) the acts or omissions of any Depository (whether or not
identified on Schedule I), (ii) holding Securities in any particular country,
including but not limited to, losses resulting from nationalization,
expropriation or other governmental actions; regulation of the banking or
securities industry; currency controls or restrictions. devaluations or
fluctuations; or market conditions which prevent the orderly execution of
securities transactions or affect the value of Securities, (iii) any
Subcustodian selected by Customer, (iv) the continued use by Customer of any
Subcustodian selected by Custodian after Customer has been notified of
Custodian's intention to replace such Subcustodian, or (v) special, indirect or
consequential damages.
2. Without limiting the generality of the foregoing, Custodian shall be
under no obligation to inquire into, and shall not be liable for, any losses
incurred by Customer or any other person as a result of the receipt or
acceptance of fraudulent, forged or invalid Securities, or Securities which are
otherwise not freely transferable or deliverable without encumbrance in any
relevant market
3. Custodian may, with respect to questions of law specifically
regarding an Account, obtain the advice of counsel and shall be fully protected
with respect to anything done or omitted by it in good faith in conformity with
such advice.
4. Custodian shall be under no obligation to take action to collect any
amount payable on Securities in default, or if payment is refused after due
demand and presentment
5. Custodian shall have no duty or responsibility to inquire into, make
recommendations, supervise, or determine the suitability of any transactions
affecting any Account.
6. Customer shall pay to Custodian the fees and charges as may be
specifically agreed upon from time to time and such other fees and charges at
Custodian's standard rates for such services as may be applicable. Custodian
waives its incoming conversion fees, however Customer shall reimburse Custodian
for all remaining costs associated with the conversion of Customer's Securities
hereunder and the transfer of Securities and records kept in connection with
this Agreement Customer shall also reimburse Custodian for out-of-pocket
expenses which are a normal incident of the services provided hereunder.
7. Custodian has the right to debit any cash account maintained by
Customer for any amount payable by Customer in connection with any and all
obligations of Customer and each third party to Custodian, whether or not
relating to or arising under this Agreement Custodian
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also has the right to debit each third party cash account, except for designated
ERISA Accounts, for any amount payable to Custodian in connection with any
advance, overdraft or indebtedness relating to such third party account. In
addition to the rights of Custodian under applicable law and other agreements,
at any time when Customer shall not have honored any and all of its obligations
to Custodian, whether or not relating to or arising under this Agreement,
Custodian shall have the right without notice to Customer to retain or set-off
against such obligations of Customer, any Securities or cash Custodian or a BNY
Affiliate may directly or indirectly hold for the account of Customer, and any
obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may
have to Customer in any currency or Composite Currency Unit. Any such asset of,
or obligation to, Customer may be transferred to Custodian and any BNY Affiliate
in order to effect the above rights.
8. Custodian shall be entitled to rely upon any Written or Oral
Instruction actually received by Custodian and reasonably believed by Custodian
to be duly authorized and delivered. Customer agrees to forward to Custodian
Written Instructions confirming Oral Instructions by the close of business of
the same day that such Oral Instructions are given to Custodian. Customer agrees
that the fact that such confirming Written Instructions are not received or that
contrary Written Instructions are received by Custodian shall in no way affect
the validity or enforceability of transactions authorized by such Oral
Instructions and effected by Custodian. If Customer elects to transmit Written
Instructions through an on-line communication system offered by Custodian,
Customer's use thereof shall be subject to the Terms and Conditions attached
hereto as Appendix I.
9. Upon reasonable request and provided Custodian shall suffer no
significant disruption of its normal activities, Customer shall have access to
Custodian's books and records relating to the Accounts during Custodian's normal
business hours. Upon reasonable request, copies of any such books and records
shall be provided to Customer at Customer's expense.
10. It is understood that Custodian is authorized to supply any
information regarding the Accounts which is required by any law, regulation or
rule now or hereafter in effect.
11. Custodian shall not be responsible or liable for any failure or
delay in the performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; epidemics; riots; interruptions,
loss or malfunctions of utilities, computer (hardware or software) or
communications service; accidents; labor disputes; acts of civil or military
authority or governmental actions; it being understood that Custodian shall use
its best efforts to resume performance as soon as practicable under the
circumstances.
12. Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against Custodian in
connection with this Agreement.
11
<PAGE>
ARTICLE VII
TERMINATION
Either party may terminate this Agreement by giving to the other party a
notice in writing specifying the date of such termination, which shall be not
less than ninety (90) days after the date of such notice. Upon termination
hereof, Customer shall pay to Custodian such compensation as may be due to
Custodian, and shall likewise reimburse Custodian for other amounts payable or
reimbursable to Custodian hereunder. Custodian shall follow such reasonable Oral
or Written Instructions concerning the transfer of custody of records,
Securities and other items as Customer shall give; provided, that (a) Custodian
shall have no liability for shipping and insurance costs associated therewith,
and (b) full payment shall have been made to Custodian of its compensation,
costs, expenses and other amounts to which it is entitled hereunder. If any
Securities or cash remain in any Account, Custodian may deliver to Customer or
its designee such Securities and cash. Upon termination of this Agreement,
except as otherwise provided herein, all obligations of the parties to each
other hereunder shall cease.
ARTICLE VIII
MISCELLANEOUS
1. Customer agrees to furnish to Custodian a new Certificate of
Authorized Persons in the event of any change in the then present Authorized
Persons. Until such new Certificate is received, Custodian shall be fully
protected in acting upon Oral Instructions and Written Instructions of such
present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to Custodian, shall be sufficiently given if
addressed to Custodian and received by it at its offices at One Wall Street, New
York, New York 10286, or at such other place as Custodian may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to Customer shall be sufficiently given if addressed
to Customer and received by it at its offices at Key Trust Company of Ohio,
National Association, 127 Public Square, OH-01-27-1401, Cleveland Ohio 44115,
ATTN: Cathryn Kaesberg, or at such other place as Customer may from time to time
designate in writing.
4. Each and every right granted to either party hereunder or under any
other document delivered hereunder or in connection herewith, or allowed it by
law or equity, shall be cumulative and maybe exercised from time to time. No
failure on the part of either party to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by either party of any right preclude any other or future exercise thereof or
the exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties. This Agreement shall extend to and
shall be binding upon the parties hereto, and their respective
12
<PAGE>
successors and assigns; provided, however, that this Agreement shall not be
assignable by either party without the written consent of the other.
6. This Agreement shall be construed in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws principles
thereof. Customer and Custodian hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any dispute
arising hereunder. Customer hereby irrevocably waives, to the fullest extent
permitted by applicable law, any objection which it may now or hereafter have to
the laying of venue of any such proceeding brought in such a court and any claim
that such proceeding brought in such a court has been brought in an inconvenient
forum. Customer and Custodian each hereby irrevocably waives any and all rights
to trial by jury in any legal proceeding arising out of or relating to this
Agreement
7. Notwithstanding the fact that Custodian may from time to time
maintain an Account in the name of a third party, the parties hereto agree that
in performing hereunder, Custodian is acting solely on behalf of Customer and no
contractual or service relationship shall be deemed to be established hereby
between Custodian and any such third party or any other person.
8. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
IN WITNESS WHEREOF, Customer and Custodian have caused this Agreement to
be executed by their respective officers, thereunto duly authorized, as of the
day and year first above written.
KEY TRUST COMPANY OF OHIO, NATIONAL
ASSOCIATION
By: /s/ John H. Woods
___________________________________
Title: Authorized Signer
By:________________________________
Title:
Tax Identification No:
THE BANK OF NEW YORK
By: /s/ Martin Geffon
___________________________________
Title:
13
<PAGE>
APPENDIX I
THE BANK OF NEW YORK
ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM")
TERMS AND CONDITIONS
1. License; Use. Upon delivery to Customer of software enabling
Customer to obtain access to the System (the "Software"), Custodian grants to
Customer a personal, nontransferable and nonexclusive license to use the
Software solely for the purpose of transmitting Written Instructions, receiving
reports, making inquiries or otherwise communicating with Custodian in
connection with the Account(s). Customer shall use the Software solely for its
own internal and proper business purposes and not in the operation of a service
bureau. Except as set forth herein, no license or right of any kind is granted
to Customer with respect to the Software. Customer acknowledges that Custodian
and its suppliers retain and have title and exclusive proprietary rights to the
Software, including any trade secrets or other ideas, concepts, know-how,
methodologies, or information incorporated therein and the exclusive rights to
any copyrights, trademarks and patents (including registrations and applications
for registration of either), or other statutory or legal protections available
in respect thereof. Customer further acknowledges that all or a part of the
Software may be copyrighted or trademarked (or a registration or claim made
therefor) by Custodian or its suppliers. Customer shall not take any action with
respect to the Software inconsistent with the foregoing acknowledgments, nor
shall Customer attempt to decompile, reverse engineer or modify the Software.
Customer may not copy, sell, lease or provide, directly or indirectly, any of
the Software or any portion thereof to any other person or entity without
Custodian's prior written consent. Customer may not remove any statutory
copyright notice or other notice included in the Software or on any media
containing the Software. Customer shall reproduce any such notice on any
reproduction of the Software and shall add any statutory copyright notice or
other notice to the Software or media upon Custodian's request.
2. Equipment. Customer shall obtain and maintain at its own cost and
expense all equipment and services, including but not limited to communications
services, necessary for it to utilize the Software and obtain access to the
System, and Custodian shall not be responsible for the reliability or
availability of any such equipment or services.
3. Proprietary Information. The Software, any data base and any
proprietary data, processes, information and documentation made available to
Customer (other than which are or become part of the public domain or are
legally required to be made available to the public) (collectively, the
"Information"), are the exclusive and confidential property of Custodian or its
suppliers. Customer shall keep the Information confidential by using the same
care and discretion that Customer uses with respect to its own confidential
property and trade secrets, but not less than reasonable care. Upon termination
of the Agreement or the Software license granted herein for any reason, Customer
shall return to Custodian any and all copies of the Information which are in its
possession or under its control.
4. Modifications. Custodian reserves the right to modify the Software
from time to time and Customer shall install new releases of the Software as
Custodian may direct Customer
<PAGE>
agrees not to modify or attempt to modify the Software without Custodian's prior
written consent Customer acknowledges that any modifications to the Software,
whether by Customer or Custodian and whether with or without Custodian's
consent, shall become the property of Custodian.
5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS
AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY
DATABASE ARE PROVIDED "AS IS." IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE
LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL,
WHICH CUSTOMER MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY
DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS
OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR
MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR
OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.
6. Security; Reliance; Unauthorized Use. Customer will cause all
persons utilizing the Software and System to treat all applicable user and
authorization codes, passwords and authentication keys with extreme care.
Custodian is hereby irrevocably authorized to act in accordance with and rely on
Written Instructions received by it through the System. Customer acknowledges
that it is its sole responsibility to assure that only Authorized Persons use
the System and that Custodian shall not be responsible nor liable for any
unauthorized use thereof.
7. System Acknowledgments. Custodian shall acknowledge through the
System its receipt of each transmission communicated through the System, and in
the absence of such acknowledgment Custodian shall not be liable for any failure
to act in accordance with such transmission and Customer may not claim that such
transmission was received by Custodian.
8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED
STATES LAW. CUSTOMER MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER,
TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER
COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO CUSTOMER OUTSIDE OF THE UNITED
STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE
EXPORT ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED.
Customer hereby authorizes Custodian to report its name and address to
government agencies to which Custodian is required to provide such information
by law.
2
<PAGE>
9. ENCRYPTION. Customer acknowledges and agrees that encryption may not
be available for every communication through the System, or for all data.
Customer agrees that Custodian may deactivate any encryption features at any
time, without notice or liability to Customer, for the purpose of maintaining,
repairing or troubleshooting the System or the Software.
3
<PAGE>
CERTIFICATE OF AUTHORIZED PERSONS
(Customer - Oral and Written Instructions)
The undersigned hereby certifies that he/she is the duly elected and
acting __________ of ______________ (the "Corporation"), and further certifies
that the following officers or employees of the Corporation have been duly
authorized in conformity with the Corporation's Articles of Incorporation and
By-Laws to deliver Oral and Written Instructions to The Bank of New York ("BNY")
pursuant to the Custody Agreement between the Corporation and BNY dated
_________________, and that the signatures appearing opposite their names are
true and correct:
_____________________ ________________________ _______________________
Name Title Signature
_____________________ ________________________ _______________________
Name Title Signature
_____________________ ________________________ _______________________
Name Title Signature
_____________________ ________________________ _______________________
Name Title Signature
_____________________ ________________________ _______________________
Name Title Signature
_____________________ ________________________ _______________________
Name Title Signature
_____________________ ________________________ _______________________
Name Title Signature
_____________________ ________________________ _______________________
Name Title Signature
_____________________ ________________________ _______________________
Name Title Signature
This certificate supersedes any certificate of authorized individuals
you may currently have on file.
[corporate ___________________________________
seal] Title:
Date:
<PAGE>
CUSTODY ACCOUNT AGENCY AUTHORIZATION
Reference is made to the Custody Agreement (the "Custody Agreement")
dated as of __________________________ between
_________________________________("Customer") and The Bank of New York ("BNY").
This is to advise BNY that for the account(s) identified below Customer
has duly authorized the following investment managers (each, an "Investment
Manager") to act as Customer's agent for the purpose of (a) delivering Oral and
Written Instructions to BNY (as defined in the Custody Agreement), and/or (b)
buying and selling foreign currency (on a spot and forward basis) and options to
buy and sell foreign currency, as such purposes are designated below, and to
confirm to BNY that all actions taken by BNY in reliance upon such authorization
(whether in its capacity as custodian or counterparty) shall be binding on
Customer and the beneficial owner of such account(s).
Investment Manager Account Title/Number Inst. F/X
_______________________________ ________________________ ______ ______
_______________________________ ________________________ ______ ______
_______________________________ ________________________ ______ ______
_______________________________ ________________________ ______ ______
_______________________________ ________________________ ______ ______
_______________________________ ________________________ ______ ______
_______________________________ ________________________ ______ ______
_______________________________ ________________________ ______ ______
_______________________________ ________________________ ______ ______
[corporate By ______________________________
seal] Title:
Date:
<PAGE>
CERTIFICATE OF AUTHORIZED PERSONS
(Investment Manager - Oral and Written Instructions)
Re: Account Name:
Account Number:
The undersigned hereby certifies that he/she is the duly elected and
acting ____________ of _______________________________ (the "Investment
Manager"), and further certifies that the following officers or employees of the
Investment Manager have been duly authorized in conformity with the Investment
Manager's organizational documents to deliver oral and written instructions to
The Bank of New York ("BNY") with respect to the above-referenced Account, and
that the signatures appearing opposite their names are true and correct:
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
This certificate supersedes any certificate of authorized individuals
you may currently have on file.
[corporate _______________________________
seal] Title:
Date:
<PAGE>
CERTIFICATE OF AUTHORIZED PERSONS
(Customer - Foreign Exchange)
The undersigned hereby certifies that he/she is the duly elected and
acting __________________ of ______________________ (the "Corporation"), and
further certifies that the following officers or employees of the Corporation
have been duly authorized in conformity with the Corporation's Articles of
Incorporation and By-Laws to enter into contracts with The Bank of New York
("BNY") to buy and sell foreign currency (on a spot and forward basis) and
options to buy and sell foreign currency on behalf of the Corporation or any
Account ("F/X Transactions"), and that the signatures appearing opposite their
names are true and correct:
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
and further certifies that the following officers or employees of the
Corporation have been duly authorized in conformity with the Corporation's
Articles of Incorporation and By-Laws to confirm, orally and in writing, the
terms of F/X Transactions entered with BNY, and that the signatures appearing
opposite their names are true and correct.
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
This certificate supersedes any certificate of authorized individuals
you may currently have on file.
[corporate ___________________________________
seal] Title:
Date:
<PAGE>
CERTIFICATE OF AUTHORIZED PERSONS
(Investment Manager - Foreign Exchange)
Re: Account Name:
Account Number:
The undersigned hereby certifies that he/she is the duly elected and
acting ____________ of ______________(the "Investment Manager"), and further
certifies that the following officers or employees of the Investment Manager
have been duly authorized in conformity with the Investment Manager's
organizational documents to enter into contracts with The Bank of New York
("BNY") to buy and sell foreign currency (on a spot and forward basis) and
options to buy and sell foreign currency on behalf of the above referenced
Account ("F/X Transactions"), and that the signatures appearing opposite their
names are true and correct:
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
Name Title Signature
______________________ _________________________ _______________________
and further certifies that the following officers or employees of the Investment
Manager have been duly authorized in conformity with the Investment Manager's
organizational documents to confirm, orally and in writing, the terms of F/X
Transactions entered by the Investment Manager with BNY, and that the signatures
appearing opposite their names are true and correct:.
This certificate supersedes any certificate of authorized individuals
you may currently have on file.
[corporate _________________________________
seal] Title:
Date:
<PAGE>
CERTIFICATION
The undersigned, _________________________, hereby certifies that he or
she is the duly elected and acting ___________________ of ________________, a
corporation (the "Corporation"), and further certifies that the following
resolution was adopted by the Board of Directors of the Corporation on and that
such resolution has not been modified or rescinded and is in full force and
effect as of the date hereof:
RESOLVED, that the Corporation is hereby authorized to enter into
any contracts to buy and sell foreign currency (on a spot and forward
basis) and options to buy and sell foreign currency, whether pursuant to
oral, telex, SWIFT, telecopier or electronic instructions or otherwise,
and that The Bank of New York is hereby authorized to act and rely on
any such instructions, as understood by it and believed by it to be
genuine; and, in connection with any such transaction, any officer,
employee or agent as designated by the Corporation may execute and
deliver, in the name and on behalf of the Corporation, any and all
agreements and confirmations containing any terns, conditions,
representations, warranties, covenants, amendments, waivers, releases
and instructions whatsoever and incur and pay any fees, costs, expenses,
liabilities and claims, all without limitation.
[seal] ___________________________________
Secretary
<PAGE>
SCHEDULE I
Each of the following Sub-Custodians:
PART A
Country Subcustodian
------- ------------
Argentina BankBoston, N.A.
Australia Commonwealth Bank of Australia/National
Australia Bank Limited
Austria Bank Austria AG
Belgium Banque Bruxelles Lambert
Brazil BankBoston, N.A.
Canada Royal Bank of Canada
China Standard Chartered Bank
Czech Republic Ceskoslovenska Obchodni Banka A.S.
Denmark Den Danske Bank
EASDAQ Banque Bruxelles Lambert
Finland Merita Bank plc
France Paribas
Germany Dresdner Bank AG
Greece National Bank of Greece SA
Hong Kong HSBC
Hungary Citibank Budapest Rt.
Ireland Allied Irish Banks, plc
Israel Bank Leumi LE - Israel B.M.
Italy Banca Commerciale Italiana/Paribas
Japan The Bank of Tokyo-Mitsubishi Limited/Fuji
Bank, Limited
Luxembourg Banque et Caisse d'Epargne de l'Etat
Mexico Banco Nacional de Mexico
Netherlands MeesPierson
New Zealand Australia and New Zealand Banking Group
Norway Den norske Bank ASA
Philippines HSBC
Poland Bank Handlowy W Warszawie S.A.
Portugal Banco Comercial Portugues
Singapore United Overseas Bank Limited/The
Development Bank of Singapore Ltd.
South Africa The Standard Bank of South Africa Limited
South Korea Standard Chartered Bank
Spain Bank BilbaoVizcaya
Sweden Skandinaviska Enskilda Banken
Switzerland Union Bank of Switzerland/Credit Suisse
First Boston
Taiwan HSBC
Thailand Standard Chartered Bank/Bangkok Bank
Public Company Limited
Turkey Osmanli Bankasi A.S. (Ottoman Bank)
<PAGE>
Country Subcustodian
------- ------------
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
PART B
Country Subcustodian
------- ------------
Bahrain The British Bank of Middle East
Bangladesh Standard Chartered Bank
Bermuda Bank of Bermuda Limited
Bolivia Citibank, N.A.
Botswana Stanbic Bank of Botswana Limited
Bulgaria ING Bank
Chile BankBoston, N.A.
Colombia Cititrust Colombia S.A.
Costa Rica Banco BCT
Croatia Privredna Banka Zagreb d.d.
Cyprus Bank of Cyprus
Ecuador Citibank, N.A.
Egypt Citibank, N.A.
Estonia Hansabank Limited
Euromarket Cedelbank
Euromarket Euroclear
Ghana Merchant Bank (Ghana) Limited
Iceland Landsbanki Islands
India HSBC/Deutsche Bank AG
Indonesia HSBC
Ivory Coast Societe Generale de Banques en Cote
d'Ivoire
Jamaica CIBC Trust & Merchant Bank Jamaica Ltd.
Jordan The British Bank of the Middle East
Kazakhstan ABN/ARM
Kenya Stanbic Bank Kenya Limited
Latvia Societe Generale Riga
Lebanon The British Bank of the Middle East
Lithuania Vilniaus Bankas
Malaysia Hongkong Bank Malaysia Berhad
Malta Mid-Med Bank
Mauritius HSBC
Morocco Banque Commerciale du Maroc
Namibia Stanbic Bank Namibia Limited
Nigeria Stanbic Merchant Bank Nigeria Limited
Oman The British Bank of the Middle East
Pakistan Standard Chartered Bank
Peru Citibank, N.A.
Romania ING Bank
Russia Vneshtorgbank (Min Fin Bonds only)/
Credit Suisse First Boston AO
Slovakia Ceskoslovenska Obchodni Banka, a.s.
2
<PAGE>
Country Subcustodian
------- ------------
Slovenia Bank Austria Creditanstalt d.d. Ljubljana
Sri Lanka Standard Chartered Bank
Swaziland Stanbic Bank Swaziland Limited
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Ukraine ING Bank
United Kingdom The Bank of New York/First Chicago
Clearing Center
Zambia Stanbic Bank Zambia Limited
Zimbabwe Stanbic Bank Zimbabwe Limited
3
<PAGE>
THE BANK OF NEW YORK
Global Custody Fee Schedule
Prepared for
KeyBank
June, 1999
--------------------------------------------------------------------------------
COUNTRY INSTRUMENTS SAFEKEEPING TRANSACTION
(BPS) FEES
--------------------------------------------------------------------------------
Argentina All 20 $45
--------------------------------------------------------------------------------
Australia All 3 $32
--------------------------------------------------------------------------------
Austria Equities/Bonds 4 $45
--------------------------------------------------------------------------------
Austria Depo Receipt 20 $45
--------------------------------------------------------------------------------
Austria non-ATS all 27 $95
--------------------------------------------------------------------------------
Bahrain All 50 $140
--------------------------------------------------------------------------------
Bangladesh All 45 $160
--------------------------------------------------------------------------------
Belgium All 3 $45
--------------------------------------------------------------------------------
Bermuda All 20 $75
--------------------------------------------------------------------------------
Bolivia All 50 $95
--------------------------------------------------------------------------------
Botswana All 30 $70
--------------------------------------------------------------------------------
Brazil All 20 $50
--------------------------------------------------------------------------------
Bulgaria All 50 $95
--------------------------------------------------------------------------------
Canada All 2 $15
--------------------------------------------------------------------------------
Chile All 25 $75
--------------------------------------------------------------------------------
China-Shanghai All 20 $75
--------------------------------------------------------------------------------
China-Shenzhen All 20 $75
--------------------------------------------------------------------------------
Colombia All 40 $110
--------------------------------------------------------------------------------
Costa Rica All 25 $75
--------------------------------------------------------------------------------
Croatia All 40 $90
--------------------------------------------------------------------------------
Cyprus All 20 $55
--------------------------------------------------------------------------------
Czech Republic All 15 $60
--------------------------------------------------------------------------------
Denmark All 4 $55
--------------------------------------------------------------------------------
EASDAQ All 7 $55
--------------------------------------------------------------------------------
Ecuador All 45 $70
--------------------------------------------------------------------------------
Egypt All 45 $110
--------------------------------------------------------------------------------
Estonia All 10 $50
--------------------------------------------------------------------------------
Euromarkets Eurobonds only* 1.5 $10
--------------------------------------------------------------------------------
Finland All 6 $65
--------------------------------------------------------------------------------
France All 3 $50
--------------------------------------------------------------------------------
Germany All 2 $30
--------------------------------------------------------------------------------
Ghana All 30 $60
--------------------------------------------------------------------------------
Greece All 20 $120
--------------------------------------------------------------------------------
Hong Kong All 6 $65
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
COUNTRY INSTRUMENTS SAFEKEEPING TRANSACTION
(BPS) FEES
--------------------------------------------------------------------------------
Hungary All 35 $150
--------------------------------------------------------------------------------
Iceland All 10 $20
--------------------------------------------------------------------------------
India All 70 $400
--------------------------------------------------------------------------------
Indonesia All 12 $100
--------------------------------------------------------------------------------
Ireland All 5 $30
--------------------------------------------------------------------------------
Israel All 20 $50
--------------------------------------------------------------------------------
Italy All 5 $60
--------------------------------------------------------------------------------
Ivory Coast All 50 $175
--------------------------------------------------------------------------------
Japan All 2 $20
--------------------------------------------------------------------------------
Jamaica All 40 $65
--------------------------------------------------------------------------------
Jordan All 45 $150
--------------------------------------------------------------------------------
Kazakhstan T Bills/Short - 35 $140
Term Bk. Notes
--------------------------------------------------------------------------------
Kazakhstan Equities 55 $130
--------------------------------------------------------------------------------
Kenya All 30 $70
--------------------------------------------------------------------------------
Latvia Equities/Bonds 40 $100
--------------------------------------------------------------------------------
Latvia Gov't Bonds 20 $100
--------------------------------------------------------------------------------
Lebanon All 30 $100
--------------------------------------------------------------------------------
Lithuania All 20 $75
--------------------------------------------------------------------------------
Luxembourg All 5 $30
--------------------------------------------------------------------------------
Malaysia All 7 $90
--------------------------------------------------------------------------------
Malta All 18 $50
--------------------------------------------------------------------------------
Mauritius All 40 $115
--------------------------------------------------------------------------------
Mexico All 4 $25
--------------------------------------------------------------------------------
Morocco All 40 $120
--------------------------------------------------------------------------------
Namibia All 30 $70
--------------------------------------------------------------------------------
Netherlands All 5 $25
--------------------------------------------------------------------------------
New Zealand All 5 $45
--------------------------------------------------------------------------------
Nigeria All 30 $70
--------------------------------------------------------------------------------
Norway All 4 $50
--------------------------------------------------------------------------------
Oman All 50 $140
--------------------------------------------------------------------------------
Pakistan All 45 $125
--------------------------------------------------------------------------------
Peru All 50 $120
--------------------------------------------------------------------------------
Philippines All 10 $100
--------------------------------------------------------------------------------
Poland All 25 $60
--------------------------------------------------------------------------------
Portugal All 15 $90
--------------------------------------------------------------------------------
Romania All 45 $150
--------------------------------------------------------------------------------
Russia Equities/Bonds 40 $200
--------------------------------------------------------------------------------
Russia MINFIN 20 $60
--------------------------------------------------------------------------------
Singapore All 4 $50
--------------------------------------------------------------------------------
Slovak Republic All 25 $120
--------------------------------------------------------------------------------
Slovenia All 45 $225
--------------------------------------------------------------------------------
South Africa All 4 $35
--------------------------------------------------------------------------------
2
<PAGE>
--------------------------------------------------------------------------------
COUNTRY INSTRUMENTS SAFEKEEPING TRANSACTION
(BPS) FEES
--------------------------------------------------------------------------------
South Korea All 12 $45
--------------------------------------------------------------------------------
Spain All 4 $50
--------------------------------------------------------------------------------
Sri Lanka All 20 $65
--------------------------------------------------------------------------------
Swaziland All 30 $70
--------------------------------------------------------------------------------
Sweden All 3 $50
--------------------------------------------------------------------------------
Switzerland All 3 $60
--------------------------------------------------------------------------------
Taiwan All 20 $140
--------------------------------------------------------------------------------
Thailand All 8 $50
--------------------------------------------------------------------------------
Tunisia All 45 $50
--------------------------------------------------------------------------------
Turkey All 20 $45
--------------------------------------------------------------------------------
U.K. All 2 $12
--------------------------------------------------------------------------------
Ukraine All 75 $275
--------------------------------------------------------------------------------
Uruguay All 50 $70
--------------------------------------------------------------------------------
Venezuela All 45 $140
--------------------------------------------------------------------------------
Zambia All 30 $70
--------------------------------------------------------------------------------
Zimbabwe All 30 $70
--------------------------------------------------------------------------------
* Any non-Eurobond assets held in CEDEL and Euroclear will be charged
an additional surcharge
Out of Pocket charges will be passed on at cost to KeyBank for all
markets
Third party FX/currency movements will be processed at $50.00 per
wire.
In order to help offset KeyBank's out-conversion expense from your
current custodian, the Bank of New York will contribute the lesser of
25% or $20,000 of your direct out-conversion expense. Our payment will
be in the form of a monthly credit to your custody bill for April 2000
through December 2000.
The Bank of New York will waive processing fees related to the
in-conversion of KeyBank's assets. Out of pocket expenses attributable
to the conversion will be passed along at cost.
If KeyBank is dissatisfied with our global custody services after one
year of business, we will out convert your assets at no charge,
provided that KeyBank identifies the service issues and BNY has six
months to rectify the issues. At the end of the six months if both BNY
and KeyBank mutually agree that the service issues have not been
corrected, than Key Bank will not be charged for any out conversion
transact charges.
3
