FILE NO. 811-5397
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. ____ [ ]
and/or
[x] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940
[x] Amendment No. 8
ROYCE GLOBAL TRUST, INC. (formerly All Seasons Global Fund, Inc.)
Exact Name of Registrant as Specified in Charter
1414 Avenue of the Americas, NY, NY 10019
Address of Principal Executive Offices (Number, Street, City,
State, Zip Code)
(212) 355-7311
Registrant's Telephone Number, including Area Code
Charles M. Royce, 1414 Avenue of the Americas, NY, NY 10019
Name and Address of Agent for Service (Number, Street, City, State, Zip Code)
With copies to: Steven M. Felsenstein, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Approximate Date of Proposed Public Offering: N/A
Cross reference sheet for prospectus
No prospectus is included in this Investment Company
Act of 1940 filing, and no cross reference sheet is
required.
Part A: The Prospectus
Item 1. Outside Front Cover. N/A.
Item 2. Inside Front and Outside Back Cover. N/A.
Item 3. Fee Table and Synopsis. N/A.
Item 4. Financial Highlights. N/A.
Item 5. Plan of Distribution. N/A.
Item 6. Selling Shareholders. N/A.
Item 7. Use of Proceeds. N/A.
Item 8. General Description of the Registrant.
1. General:
Royce Global Trust, Inc. (the "Registrant") is a
Maryland corporation originally incorporated as
America's All Season Fund, Inc. On October 31, 1996,
the Registrant filed Articles of Amendment and
Restatement (the "Articles") to change its name and
make other changes described in the Registrant's Proxy
Statement dated July 19, 1996 (the "Proxy Statement")
for its 1996 Annual Meeting of Stockholders. The text
of the Articles appears as Exhibit B to the Proxy
Statement, and such text is filed as EX-99.2A(i) and EX.99.2A(ii)
to this filing and is incorporated herein by reference as
though fully set forth in this item.
2. Investment Objectives and Policies:
The Proxy Statement set forth a proposal to change
the fundamental investment objective of the Registrant
and described certain non-fundamental investment
policies and restrictions adopted by the Board of the
Registrant. The Proxy Statement also set forth the
new adviser's investment approach.
Proposal 3 of the Proxy Statement recommended a
revision to the fundamental investment objective, and
was approved by the stockholders. The changed objective
provides that:
"The Fund's investment objective is long-term
capital appreciation. It will seek to achieve
this objective by normally investing more than 75%
of its assets in comment stocks, convertible
preferred stocks, convertible debentures and other
equity securities."
The text of the Proxy Statement describing the
objective, policies and restrictions, and the related
commitments by the new adviser, is incorporated herein as
though fully set forth in this item.
3. Risk Factors:
a. General; and
b. Effects of leverage:
Information regarding this item is provided
under Item 8, No. 2.
4. Other Policies: Information regarding this item is
provided under Item 8, No. 2.
5. Share Price Data: N/A.
6. Business Development Companies: N/A.
Item 9. Management.
1. General:
a. Board of Directors:
The Board of Directors is responsible for the
supervision of the conduct of the business of the
Registrant, acting through the officers,
employees and agents of the Registrant.
b. Investment Adviser:
and
c. Portfolio Management:
Quest Advisory Corp. (the "Adviser"), 1414 Avenue
of the Americas, New York, New York 10019, was
appointed to serve as the investment adviser to
the Registrant, effective November 1, 1996,
pursuant to a contract dated October 31, 1996,
which was approved by the stockholders of the
Registrant at the 1996 Annual Meeting.
Information concerning the Adviser, the investment
advisory agreement, the fees and services
thereunder and portfolio management, all appear in
the Proxy Statement, which is incorporated by
reference herein.
The Fund's portfolio and the portfolios of the
Adviser's other accounts are managed by the Adviser's
senior investment staff, including Charles
M. Royce, the President and Chief Investment Officer
of the Adviser, who is primarily responsible
for supervising the Adviser's investment management
activities. He is assisted by Jack E. Fockler, Jr.
and W. Whitney George, Vice Presidents of the Adviser.
The Adviser also acts as the adviser to other investment
company and non-investment company accounts.
d. Administrators: N/A.
e. Custodians:
There has been no change in the transfer and
dividend paying agents of the Registrant.
Pursuant to an agreement dated June 24, 1996, the
Registrant appointed The Bank of New York to serve
as its custodian bank. The address of the bank is
48 Wall Street, New York, New York 10286. The
agreement between the Registrant and the custodian
bank appears as Exhibit EX-99.2J to this
Amendment.
f. Expenses:
The Adviser has made a commitment to reduce the
fees payable to it under the investment advisory
agreement so that the ratio of certain operating
expenses of the Registrant shall not exceed (i) for
the period from November 1, 1996 through
December 31, 1996, 2.0% of the Registrant's average
net assets for such period, and (ii) for each of the
fiscal years of the Registrant ending December 31, 1997 and
December 31, 1998, 1.75% of the Fund's average net
assets for such fiscal year. Such commitment is
contained in the investment advisory agreement.
The Adviser has also voluntarily agreed to waive
its advisory fee until the distribution-adjusted
market price of a share of the Registrant's Common
Stock closes for a period of 20 consecutive trading
days at or above $5.28, the net asset value per share of
the Registrant's common stock on October 31, 1996.
Such commitment is set forth in Supplemental Definitive
Proxy Material filed with the Commission and mailed to
stockholders on or about October 18, 1996, which is
incorporated by reference herein.
g. Affiliated Brokerage: N/A.
2. Non-resident Managers: N/A.
3. Control Persons: The Registrant is not aware of
any filing which shows that any person (or group)
owns or controls more than twenty-five percent of
the voting stock of the Registrant.
Item 10. Capital Stock, Long-Term Debt, and Other Securities.
1. Capital Stock: There is no change in the
information presently on file, except that: (i)
the Articles explicitly authorize the issuance of
certain senior securities without any further vote
of the stockholders and, in connection therewith,
the structure and composition of the Board may be
modified to the extent required to comply with
provisions of the Investment Company Act of 1940;
and (ii) the Registrant has adopted a new
distribution reinvestment plan, a copy of which is
attached hereto as EX-99.2E.
2. Long-Term Debt: N/A.
3. General: N/A.
4. Taxes: No change. The Registrant intends to
continue to seek to qualify under Sub-Chapter M of
the Internal Revenue Code.
5. Outstanding Securities: As of October 25, 1996,
the Registrant had 7,998,419 shares of common stock
outstanding.
6. Securities Ratings: N/A.
Item 11. Defaults and Arrears on Senior Securities. N/A.
Item 12. Legal Proceedings. N/A.
Part B: Statement of Additional Information
Item 13. Table of Contents of the Statement of Additional
Information. N/A.
Item 14. Cover Page. N/A.
Item 15. Table of Contents. N/A.
Item 16. General Information and History. N/A.
Item 17. Investment Objective and Policies. See Item 8, No. 2. above.
Item 18. Management.
(1) (2) (3)
Principal
Position(s) Occupation(s)
Name, Address Held With During Past
and Age Registrant 5 years
Charles M. Royce* Director, President, Sec-
1414 Avenue of the President and retary, Treas-
Americas Treasurer urer, sole
NY, NY 10019 director and
(56) sole voting
shareholder of the
Adviser, Director,
President and
Treasurer of Royce
Value Trust, Inc.
("RVT") and Royce
Micro-Cap Trust, Inc.
("RMT") (closed-end
diversified
management investment
companies) (since
September 1993);
Trustee, President
and Treasurer of The
Royce Fund ("TRF")
(open-end investment
company); Secretary
and sole director and
shareholder of Quest
Distributors, Inc.
("QDI") (the
distributor of TRF);
and Managing General
Partner of Quest
Management Company
("QMC"), (registered
investment adviser).
Richard M. Galkin Director Private inves-
5284 Boca Marina tor and Pres-
Boca Raton, FL 33487 ident of Richard
(58) M. Galkin Associates,
Inc., (telecommunica-
tions consultants).
Stephen L. Director President, The Center
Isaacs, Esq. For Health and Social
60 Haven Street Policy (since Sept-
Fl. B-2 ember 1996); Director
NY, NY 10032 of Columbia
(56) University
Development Law and
Policy Program (until
September 1996);
Professor at Columbia
University; and
President of Stephen
L. Isaacs Associates
(consultants).
David L. Meister Director Consultant to
111 Marquez Place the communica-
Pacific tions industry
Palisades, CA 90272 (since January
(56) 1993); Executive
officer of Digital
Planet, Inc. (April,
1991 - December 1992)
* Mr. Royce is an "interested person" of the Registrant
under Section 2(a)(19) of the Investment Company Act of
1940, as amended.
Each of the directors and officers of the Registrant is a
resident of the United States.
A compensation table is not required to be provided due to
the recent change in the Registrant's management.
Item 19. Control Persons and Principal Holders of Securities.
Information regarding persons who control the Registrant is
provided under Item 9, No. 3.
Information regarding persons who own of record or
beneficially more than five percent (5%) of the Registrant's
voting securities is incorporated by reference to the
Registrant's Proxy Statement.
As of October 31, 1996, Charles M. Royce owned of record
and beneficially 128,100 shares, or 1.6% of the outstanding
shares of the Registrant's common stock; as a group, the
directors and officers owned less than 1.0% of the
Registrant's outstanding shares.
Item 20. Investment Advisory and Other Services.
Information regarding this item is provided under: (i) Item
9, No. 1.b.; and (ii) Proposal No. 1 of the Registrant's
Proxy Statement, which is incorporated by reference.
Item 21. Brokerage Allocation and Other Practices.
The Registrant has authorized the Adviser to select brokers
who execute the purchases and sales of the Registrant's
portfolio securities. Although the Adviser will seek to
obtain the best price and execution of Registrant
transactions, it is authorized to place orders with brokers
who provide brokerage and research services to the Adviser.
The Adviser is authorized to cause the Registrant to pay
commissions to a broker which are higher than those which
might be charged by another broker in consideration of
brokerage and research services provided, which may benefit
the Registrant or other clients of the Adviser.
Item 22. Tax Status.
Information regarding this item is provided under Item 10,
No. 4.
Item 23. Financial Statements. N/A.
Part C: Other Information
Item 24. Financial Statements and Exhibits.
(1) Financial Statements. N/A.
(2) Exhibits.
(a) Charter.
(1) Articles of Amendment and Restatement filed
October 31, 1996, are attached hereto as
EX-99.2A(i).
(2) Articles of Correction filed November 7, 1996,
are attached hereto as EX-99.2A(ii).
(b) Bylaws. Bylaws as amended on October 31, 1996, are
attached hereto as EX-99.2B.
(c) Voting Trust Agreements. N/A.
(d) Instruments defining the rights of security
holders.
(1) Form of stock certificate is incorporated by
reference to Exhibit (b)(4) of Pre-Effective
Amendment No. 1 to this Registration Statement
on Form N-2, as filed with the Commission on
February 25, 1988.
(2) Amended form of stock certificate (reflecting
change of name), is attached hereto as EX-99.2D.
(e) Distribution reinvestment plan. Distribution
Reinvestment and Cash Purchase Plan, as adopted on
October 31, 1996, is attached hereto as EX.99.2E.
(f) Instruments defining the rights of holders of long-
term debt of all subsidiaries for which
consolidated or unconsolidated financial statements
are required. N/A.
(g) Investment advisory contracts. Investment Advisory
Agreement with Quest Advisory Corp. dated
October 31, 1996, is attached hereto as EX-99.2G.
(h) Underwriting or distribution contracts. N/A.
(i) Bonus, profit-sharing, pension or other similar
contracts or arrangements. N/A.
(j) Custodian agreements. Form of Custodian Agreement
between the Registrant and The Bank of New York dated
June 24, 1996, is attached hereto as EX-99.2J.
(k) Other material contracts. N/A.
(l) Opinion of counsel and consent. N/A.
(m) Consents to service of process. N/A.
(n) Opinions, appraisals, or rulings and consents to
their use. N/A
(o) Previously omitted financial statements. N/A.
(p) Agreements or understandings made in consideration
for providing initial capital. Such agreements are
incorporated by reference to Exhibit (b)(14) of
Pre-Effective Amendment No. 1 to this Registration
Statement on Form N-2, filed with the Commission on
February 25, 1988.
(q) Model plans used in the establishment of any
retirement plan. N/A.
Item 25. Marketing Arrangements. N/A.
Item 26. Other Expenses of Issuance and Distribution. N/A.
Item 27. Persons Controlled by or Under Common Control. N/A.
Item 28. Number of Holders of Securities.
As of October 25, 1996:
(1) (2)
Title of Class Number of Record Holders
Common Stock 1,961
Item 29. Indemnification. No change occured with respect to fundamental
documents of the Registrant. In addition, the new investment
advisory agreement contains provisions relating to the
indemnification of the investment advisor. See
sections 6 and 8 of EX-99.2G, which is incorporated herein by
reference.
Item 30. Business and Other Connections of Investment Adviser.
Reference is made to filings made by the Adviser for
registration under the Investment Advisers Act of 1940. See
information provided on Schedule D to the Adviser's
application on Form ADV, as amended, for registration of
Quest Advisory Corp., incorporated herein by reference.
Item 31. Location of Accounts and Records.
(1) Quest Advisory Corp., 1414 Avenue of the Americas, New
York, New York 10019 (records relating to its function
as investment adviser).
(2) The Registrant, 1414 Avenue of the Americas, New York,
New York 10019 (corporate documents, including
charter, bylaws, and minute books).
(3) The Bank of New York, 48 Wall Street, New York,
N.Y. 10286 (records relating to its function as
custodian).
(4) FPS Services, Inc., 3200 Horizon Drive, P.O. Box 61503,
King of Prussia, PA 19406-0903 (records relating to its
functions as transfer agent and dividend disbursing
agent).
Item 32. Management Services. N/A.
Item 33. Undertakings. N/A.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and
State of New York, on the 21st day of November, 1996.
ROYCE GLOBAL TRUST, INC.
By: CHARLES M. ROYCE
Charles M. Royce, President
EXHIBITS
Item 24. (2) Exhibits.
(a) (1) Articles of Amendment and Restatement
filed October 31, 1996 are attached hereto
as EX-99.2A(i).
(2) Articles of Correction filed November 7,
1996 are attached hereto as EX.99.2A(ii).
(b) Bylaws. Bylaws, as amended to October 31,
1996 are attached hereto as EX-99.2B.
(d) (2) Amended form of stock certificate
(reflecting change of name) is attached
hereto as EX-99.2D.
(e) Distribution Reinvestment and Cash Purchase Plan,
as adopted on October 31, 1996 is attached
hereto as EX-99.2E.
(g) Form of Investment Advisory Agreement between
the Registrant and Quest Advisory Corp. dated
October 31, 1996 is attached hereto as EX-99.2G.
(j) Custodian Agreement between the Registrant
and The Bank of New York dated June 24, 1996 is
attached hereto as EX-99.2J.
186695.3
ALL SEASONS GLOBAL FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
All Seasons Global Fund, Inc., a Maryland corporation having
its principal Maryland office in the City of Baltimore, State of
Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland:
FIRST: The Articles of Incorporation of the Corporation
are amended and as so amended are restated in their entirety by
striking out Articles FIRST through ELEVENTH and inserting in
lieu thereof the following:
ARTICLE I
NAME
The name of the Corporation is ROYCE GLOBAL TRUST, INC.
ARTICLE II
PURPOSES AND POWERS
The Corporation is formed for the following purposes:
(i) To conduct and carry on the business of an
investment company.
(ii) To hold, invest and reinvest its assets in
securities and other investments or to hold part or all of its
assets in cash.
(iii) To issue and sell shares of its capital stock in
such amounts and on such terms and conditions and for such
purposes and for such amount or kind of consideration as may now
or hereafter be permitted by law.
(iv) To do any and all additional acts and to exercise
any and all additional powers or rights as may be necessary,
incidental, appropriate or desirable for the accomplishment of
all or any of the foregoing purposes.
The Corporation shall be authorized to exercise and
enjoy all of the powers, rights and privileges granted to, or
conferred upon, corporations by the Maryland General Corporation
Law now or hereafter in force, and the enumeration of the
foregoing shall not be deemed to exclude any powers, rights or
privileges so granted or conferred.
ARTICLE III
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the
Corporation in the State of Maryland is 11 East Chase Street,
Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is Prentice Hall Corporation
System, Maryland. The post office address of the resident agent
is 11 East Chase Street, Baltimore, Maryland 21202.
ARTICLE IV
CAPITAL STOCK
(1) The total number of shares of capital stock that
the Corporation shall have authority to issue is one hundred
million (100,000,000) shares, of the par value of one cent ($.01)
per share, and of the aggregate par value of one million dollars
($1,000,000), all of which one hundred million (100,000,000)
shares are designated Common Stock, subject to the authority
granted to the Board of Directors herein to classify and
reclassify stock.
(2) The Corporation may issue fractional shares. Any
fractional share shall carry proportionately the rights of a
whole share, including, without limitation, the right to vote and
the right to receive dividends.
(3) All persons who shall acquire stock in the
Corporation shall acquire the same subject to the provisions of
these Articles of Incorporation and the Bylaws of the
Corporation.
(4) No holder of stock of the Corporation shall have,
by virtue of being such a holder, any right to purchase or
subscribe for any share of the Corporation's capital stock or any
other security that the Corporation may issue or sell (whether
out of the number of shares authorized by these Articles of
Incorporation or out of any shares of the Corporation's capital
stock that the Corporation may acquire) other than a right that
the Board of Directors may, in its discretion, determine to
grant.
(5) The Board of Directors shall have authority by
resolution to classify and reclassify any authorized but unissued
shares of capital stock from time to time, whether as common
stock or otherwise, by setting or changing in any one or more
respects the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications
or, except to the extent limited by Articles VI of these
Articles, terms or conditions of redemption of the capital stock.
(6) Notwithstanding any provision of the Maryland
General Corporation Law requiring any action to be taken or
authorized by the affirmative vote of the holders of a greater
proportion of the votes of all classes or of any class of stock
of the Corporation, such action shall, except as otherwise
provided in Article VI of these Articles of Incorporation, be
effective and valid if taken or authorized by the affirmative
vote of a majority of the total number of votes entitled to be
cast thereon.
ARTICLE V
BOARD OF DIRECTORS
(1) (i) The number of directors of the Corporation
shall be no less than three (3). This number may be changed
pursuant to the Bylaws of the Corporation, but shall at no time
be less than the minimum number required under the Maryland
General Corporation Law.
(ii) The Corporation reserves, and grants to the
Board of Directors, the power to modify the structure of the
Board of Directors or any voting right of stockholders with
respect thereto, if such action is deemed necessary in order to
comply with requirements of the Investment Company Act of 1940,
as amended, which relate to or result from the issuance of any
class of senior security.
(2) In furtherance, and not in limitation, of the
powers conferred by the laws of the State of Maryland, the Board
of Directors is expressly authorized to do the following to the
extent consistent with the Maryland General Corporation Law:
(i) To make, alter or repeal the Bylaws of the
Corporation, except where such power is reserved by the Bylaws to
the stockholders and except as otherwise required by the
Investment Company Act of 1940, as amended.
(ii) To determine from time to time whether and to
what extent and at what times and places and under what
conditions and regulations the books and accounts of the
Corporation, or any of them other than the stock ledger, shall be
open to the inspection of the stockholders. No stockholder shall
have any right to inspect any account or book or document of the
Corporation, except as conferred by law or authorized by
resolution of the Board of Directors.
(iii) Without the assent or vote of the
stockholders, to authorize the issuance from time to time of
shares of stock of any class of the Corporation, whether now or
hereafter authorized, and securities convertible into shares of
stock of the Corporation of any class or classes, whether now or
hereafter authorized, and for such consideration as the Board of
Directors may deem advisable.
(iv) Without the assent or vote of the
stockholders, to authorize and issue obligations of the
Corporation, secured and unsecured, as the Board of Directors may
determine, and to authorize and cause to be executed mortgages
and liens upon the real or personal property of the Corporation.
(v) Notwithstanding anything in these Articles of
Incorporation to the contrary, to establish, in its absolute
discretion, the basis or method for determining the value of the
assets belonging to any class, the value of the liabilities
belonging to any class and the net asset value of each share of
any class of the Corporation's stock.
(vi) To determine, in accordance with generally
accepted accounting principles and practices, what constitutes
net profits, earnings, surplus or net assets in excess of
capital, and to determine what accounting periods shall be used
by the Corporation for any purpose; to set apart out of any funds
of the Corporation reserves for such purposes as it shall
determine and to abolish the same; to declare and pay any
dividends and distributions in cash, securities or other property
from surplus or any funds legally available therefor, at such
intervals as it shall determine; to declare dividends or
distributions by means of a formula or other method of
determination, at meetings held less frequently than the
frequency of the effectiveness of such declarations; to establish
payment dates for dividends or any other distributions on any
basis, including dates occurring less frequently than the
effectiveness of declarations thereof; and to provide for the
payment of declared dividends on a date earlier or later than the
specified payment in the case of stockholders of the Corporation
surrendering their entire ownership of shares of any class of
stock of the Corporation for redemption.
(vii) In addition to the powers and authorities
granted herein and by statute expressly conferred upon it, the
Board of Directors is authorized to exercise all powers and do
all acts that may be exercised or done by the Corporation
pursuant to the provisions of the laws of the State of Maryland,
these Articles of Incorporation and the Bylaws of the
Corporation.
(3) Any determination made in good faith, and in a
manner reasonably believed to be in the best interests of the
Corporation, and with the care that an ordinarily prudent person
in a like position would use under similar circumstances, by or
pursuant to the direction of the Board of Directors, with respect
to the amount of assets, obligations or liabilities of the
Corporation, as to the amount of net income of the Corporation
from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount
of any reserves or charges set up and the propriety thereof, as
to the time of or purpose for creating reserves or as to the use,
alteration or cancellation of any reserves or charges (whether or
not any obligation or liability for which the reserves or charges
have been created has been paid or discharged or is then or
thereafter required to be paid or discharged), as to the value of
any security owned by the Corporation, as to the determination of
the net asset value of shares of any class of the Corporation's
capital stock, or as to any other matters relating to the
issuance, sale, repurchase or other acquisition or disposition of
securities or shares of capital stock of the Corporation, and any
reasonable determination made in good faith by the Board of
Directors whether any transaction constitutes a purchase of
securities on "margin," a sale of securities "short," or an
underwriting or sale of, or a participation in any underwriting
or selling group in connection with the public distribution of,
any securities, shall be final and conclusive, and shall be
binding upon the Corporation and all holders of its capital
stock, past, present and future, and shares of the capital stock
of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital
stock or acceptance of share certificates, that any and all such
determinations shall be binding as aforesaid. No provision of
these Articles of Incorporation of the Corporation shall be
effective to (i) require a waiver of compliance with any
provision of the Securities Act of 1933, as amended, or the
Investment Company Act of 1940, as amended, or of any valid rule,
regulation or order of the Securities and Exchange Commission
under those Acts or (ii) protect or purport to protect any
director or officer of the Corporation against any liability to
the Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of his office.
ARTICLE VI
CERTAIN ACTIONS
The stockholders of the Corporation shall have the
power by the affirmative vote of two-thirds of the aggregate
number of the votes entitled to be cast thereon to authorize any
of the following actions: (i) the dissolution of the
Corporation; (ii) a merger or consolidation of the Corporation
(in which the Corporation is not the surviving corporation);
(iii) the sale, lease, exchange or other disposal of all or
substantially all the property and assets of the Corporation to
any person (as such term is defined in the Investment Company Act
1940); or (iv) any amendment of these Articles of Incorporation
which makes any class of the Corporation's stock redeemable
securities (as that term is defined in the Investment Company Act
of 1940) or which reduces the two-thirds approval required to
authorize the above actions.
ARTICLE VII
LIMITATIONS ON LIABILITY
To the fullest extent that limitations on the liability
of directors and officers are permitted by Maryland General
Corporation Law (as from time to time amended) no director or
officer of the Corporation shall have any liability to the
Corporation or its stockholders for money damages. This
limitation on liability applies to events occurring at the time a
person serves as a director or officer of the Corporation,
whether or not such person is a director or officer at the time
of any proceeding in which liability is asserted. No future
amendment to the Articles of Incorporation of the Corporation
shall affect any right of any person under this Article VII based
on any event, omission or proceeding prior to such amendment.
ARTICLE VIII
AMENDMENTS
The Corporation reserves the right from time to time to
make any amendment to its Charter, now or hereafter authorized by
law, including any amendment that alters the contract rights, as
expressly set forth in the Charter, of any outstanding stock.
SECOND: The Corporation desires to amend and restate its
Charter as currently in effect. The provisions set forth in
these Articles of Amendment and Restatement are all the
provisions of the Charter currently in effect upon these Articles
of Amendment and Restatement becoming effective. The current
address of the principal Maryland office of the Corporation, the
name and address of the Corporation's current resident agent and
the number of directors of the Corporation and the names of those
currently in office are as set forth herein.
THIRD: The amendment and restatement of the Charter of
the Corporation as hereinabove set forth has been duly approved
by a majority of the entire board of directors and by the
affirmative vote of the holders of a majority of the issued and
outstanding capital stock of the Corporation.
IN WITNESS WHEREOF, All Seasons Global Fund, Inc. has caused
these Articles of Amendment and Restatement to be signed in its
name and on its behalf by its President, and witnessed by its
Secretary, on October 30, 1996.
The President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and states
that to the best of his knowledge, information and belief, the
matters and facts set forth in these Articles with respect to the
authorization and approval of the Amendment and Restatement of
the Corporation's Articles of Incorporation are true in all
material respects, and that this statement is made under
penalties of perjury.
By: Diego J. Vieta, President
DIEGO J. VIETA
WITNESS:
STEPHEN A. SAKER, Secretary
CERTIFICATE OF CORRECTION
TO CORRECT AN ERROR
IN
ARTICLES OF AMENDMENT AND RESTATEMENT
Pursuant to the provisions of Section 1-207 of the
Corporations and Associations Article, Annotated Code of
Maryland, the undersigned execute the following certificate of
correction.
1. The name of the party to the document being
corrected is All Seasons Global Fund, Inc.
2. That Articles of Amendment and Restatement were
filed with the Department of Assessments and Taxation of the
State of Maryland on October 31, 1996, and that said document
requires correction as permitted under the provisions of Section
1-207 of the Corporations and Associations Article, Annotated
Code of Maryland.
3. The error or defect in said document to be
corrected is as follows:
Article I of the charter, as amended and restated
by the Articles of Amendment and Restatement, provides as
follows: "The name of the corporation is ROYCE GLOBAL FUND,
INC."
4. The foregoing inaccuracy or defect in the document
is corrected to read as follows:
Article I of the charter, as amended and restated
by the Articles of Amendment and Restatement, is hereby corrected
to read as follows: "The name of the corporation is ROYCE GLOBAL
TRUST, INC."
IN WITNESS WHEREOF, All Seasons Global Fund, Inc. has
caused this Certificate of Correction to be signed in its
corporate name and on its behalf by its Vice President and
attested by its Secretary on November 5, 1996.
The Vice President acknowledges this Certificate of
Correction to be the corporate act of All Seasons Global Fund,
Inc. and states that, to the best of his knowledge, information
and belief, the matters and facts set forth in this Certificate
of Correction are true in all material respects and that this
statement is made under penalties of perjury.
ALL SEASONS GLOBAL FUND, INC.
By: JOHN D. DIEDERICH
John D. Diederich, Vice-President
ATTEST:
JOHN E. DENNEEN
John E. Denneen, Esq., Secretary
a:cert-cor.dos
ROYCE GLOBAL TRUST, INC.
BYLAWS
(As amended and restated, effective October 31, 1996)
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation shall be in
the City of Baltimore, State of Maryland. The Corporation shall also
have offices at such other places as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS AND STOCK CERTIFICATES
Section 1. Every stockholder of record shall be entitled to a
stock certificate representing the shares owned by him. Stock
certificates shall be in such form as may be required by law and
as the Board of Directors shall prescribe. Every stock certificate
shall be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, and sealed with the corporate seal, which may
be a facsimile, either engraved or printed.
Stock certificates may bear the facsimile signatures of the officers
authorized to sign such certificates.
Section 2. Shares of the capital stock of the Corporation shall
be transferable only on the books of the Corporation by the person
in whose name such shares are registered, or by his duly authorized
attorney or representative. In all cases of transfer by an attorney
in-fact, the original power of attorney, or an official
copy thereof duly certified, shall be deposited and remain with
the Corporation or its duly authorized transfer agent. In case of
transfers by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority
shall be produced, and may be required to be deposited and remain
with the Corporation or its duly authorized transfer agent.
No transfer shall be made unless and until the certificate
issued to the transferor shall be delivered to the Corporation or
its duly authorized transfer agent, properly endorsed.
Section 3. Any person desiring a certificate for shares of the
capital stock of the Corporation to be issued in lieu of one lost
or destroyed shall make an affidavit or affirmation setting forth
the loss or destruction of such stock certificate, and shall
advertise such loss or destruction in such manner as the Board of
Directors may require, and shall, if the Board of Directors shall
so require, give the Corporation a bond or indemnity, in such form
and with such security as may be satisfactory to the
Board, indemnifying the Corporation against any loss that may
result upon the issuance of a new stock certificate. Upon
receipt of such affidavit and proof of publication of the advertisement
of such loss or destruction, and the bond, if any, required by the
Board of Directors, a new stock certificate may be issued of the same
tenor and for the number of shares as the one alleged to have
been lost or destroyed.
Section 4. The Corporation shall be entitled to treat the holder
of record of any share or shares of its capital stock as the
owner thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not the
Corporation shall have express or other notice thereof.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. An annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction
of general business need not be held in any year in which none of
the following is required to be acted on by stockholders
under the Investment Company Act of 1940: (i) election of
directors; (ii) approval of an Investment Advisory Agreement;
and (iii) ratification of the selection of independent public
accountants. Any annual meeting called for these or other
purposes shall be held at the principal office of the
Corporation, or at such other place within or without the
State of Maryland as the Board of Directors may from
time to time prescribe. A notice of any change in the place or
time of any meeting shall be given to each stockholder not less
than ten days before the meeting is held.
Section 2. Special meetings of the stockholders may be called at
any time by the President or a majority of the members of the Board of
Directors and shall, except as otherwise required by the
Investment Company Act of 1940, as amended, be called by the
Secretary only upon the written request of the holders of at least a
majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote at such meeting.
Upon receipt of a written request from such holders entitled to
call a special meeting, which shall state the purpose of the meeting
and the matter proposed to be acted on at it, the Secretary shall
inform the holders who made such request of the reasonably estimated
cost of preparing and mailing a notice of a meeting and upon payment
of such costs to the Corporation the Secretary shall issue notice of
such meeting. Special meetings of the stockholders shall be held
at the principal office of the Corporation, or at such other
place within or without the State of Maryland as the Board of
Directors may from time to time direct, or at such
place within or without the State of Maryland as shall be
specified in the notice of such meeting.
Section 3. Notice of the time and place of the annual or any
special meeting of the stockholders shall be given to each stockholder
entitled to notice of such meeting not less than ten days nor more
than ninety days prior to the date of such meeting. In the case of
special meetings of the stockholders, the notice shall
specify the object or objects of such meeting, and no business
shall be transacted at such meeting other than that mentioned
in the call.
Section 4. The Board of Directors may close the stock transfer
books of the Corporation for a period not exceeding twenty days
preceding the date of any meeting of stockholders, or the date for
payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital
stock shall go into effect, or for a period of not exceeding
twenty days in connection with the obtaining of the consent of
stockholders for any purpose; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, not exceeding ninety days preceding
the date of any meeting of stockholders, or the date for payment
of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital
stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of
the stockholders entitled to notice of, and to vote at any such meeting
and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or
exchange of capital stock or to give such consent, and in such case
such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend or to receive such
allotment of rights or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such record date
fixed as aforesaid.
Section 5. At all meetings of the stockholders a quorum shall
consist of the holders of a majority of the outstanding shares of
capital stock of the Corporation entitled to vote at such meeting.
In the absence of a quorum no business shall be transacted except
that the stockholders present in person or by proxy and entitled to
vote at such meeting shall have power to adjourn the meeting from
time to time to a date not more than one hundred twenty days after
the original record date without further notice other than announcement
at the meeting. At any such adjourned meeting at which a quorum
shall be present any business may be transacted which
might have been transacted at the meeting on the date specified
in the original notice. If a quorum is present at any meeting,
the holders of a majority of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote at the
meeting who shall be present in person or by proxy at such
meeting shall have power to approve any matter properly before
the meeting, except a plurality of all votes cast
at a meeting at which a quorum is present shall be sufficient for
the election of a director. The holders of such majority shall
also have power to adjourn the meeting to any specific time or
times, and no notice of any such adjourned meeting need by
given to stockholders absent or otherwise.
Section 6. At any meeting of the stockholders of the Corporation
every stockholder having the right to vote shall be entitled,
in person or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not
more than eleven months prior to said meeting unless such
instrument provides for a longer period, to one vote for each
share of stock having voting power registered in his name on the
books of the Corporation.
ARTICLE IV
DIRECTORS
Section 1. The Board of Directors shall consist of not less than
three nor more than twelve members. The Board of Directors
may by a vote of the entire board increase or decrease the number
of directors without a vote of the stockholders; provided, that any
such decrease shall not affect the tenure of office of any director.
Directors need not hold any shares of the capital stock of the
Corporation.
Section 2. Subject to the provisions of Article III, Section 1
of the Bylaws, the directors shall be elected by the stockholders of
the Corporation at an annual meeting, if held, or at a special meeting
called for such purposes, and shall hold office until their successors
shall by duly elected and shall qualify.
Section 3. The Board of Directors shall have the control and
management of the business of the Corporation, and in addition to the
powers and authority by these Bylaws expressly conferred upon them,
may exercise, subject to the provisions of the laws of the State of
Maryland and of the Articles of Incorporation of the Corporation,
all such powers of the Corporation and do all such acts and things
as are not required by law or by the Articles of Incorporation to be
exercised or done by the stockholders.
Section 4. The Board of Directors shall have power to fill
vacancies occurring on the Board, whether by death, resignation or
otherwise. A vacancy on the Board of Directors resulting from any
cause except an increase in the number of directors may be filled
by a vote of the majority of the remaining members of the
Board, though less than a quorum. A vacancy on the Board of
Directors resulting from an increase in the number of directors may
be filled by a majority of the entire Board of Directors. A director
elected by the Board of Directors to fill a vacancy
shall serve until the next annual meeting of stockholders and
until his successor is elected and qualifies. If less than a majority
of the directors in office shall have been elected by the stockholders, a
meeting of stockholders shall be called as required under the
Investment Company Act of 1940, as amended.
Section 5. The Board of Directors shall have power to appoint,
and at its discretion to remove or suspend, any officers, managers,
superintendents, subordinates, assistants, clerks, agents and employees,
permanently or temporarily, as the Board may think fit, and to
determine their duties and to fix, and from time to
time to change, their salaries or emoluments, and to require
security in such instances and in such amounts as it may deem proper.
Section 6. In case of the absence of any officer of the
Corporation, or for any other reason which may seem sufficient to the
Board of Directors, the Board may delegate his powers and duties for
the time being to any other officer of the Corporation or to any
director.
Section 7. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or more of
the directors of the Corporation which, to the extent
provided in such resolution or resolutions and by applicable law,
shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation.
Such committee or committees shall have such name or
names as may be determined from time to time by resolution
adopted by the Board of Directors. Any such committee shall keep
regular minutes of its proceedings, and shall report the same to
the Board when required.
Section 8. The Board of Directors may hold their meetings and
keep the books of the Corporation, except the original or a duplicate
stock ledger and the original or a certified copy of these Bylaws,
outside the State of Maryland, at such place or places as they
may from time to time determine.
Section 9. The Board of Directors shall have power to fix, and
from time to time to change the compensation, if any, of the
directors of the Corporation.
ARTICLE V
DIRECTORS MEETINGS
Section 1. Regular meetings of the Board of Directors shall be
held without notice at such time and places as may be from time to time
prescribed by the Board.
Section 2. Special meetings of the Board of Directors may be
called at any time by the President, and shall be called by the
President upon the written request of a majority of the members
of the Board of Directors. Unless notice is waived by all
the members of the Board of Directors, notice of any special
meeting shall be given to each director at least twenty-four hours
prior to the date of the meeting, and such notice shall provide the
time and place of such special meeting.
Section 3. One-third of the entire Board of Directors shall
constitute a quorum for the transaction of business at any meeting;
except that if the number of directors on the Board is less than six,
two members shall constitute a quorum for the transaction of business
at any meeting. The act of a majority of the directors present
at any meeting where there is a quorum shall be the act of the
Board of Directors except as may be otherwise required by Maryland
law or the Investment Company Act of 1940.
Section 4. The order of business at meetings of the Board of
Directors shall be prescribed from time to time by the Board.
ARTICLE VI
OFFICERS AND AGENTS
Section 1. The Board shall elect one or more persons to serve as
President and Chief Executive Officer, one or more Vice Presidents, a
Secretary and a Treasurer and may elect or appoint one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers
and agents as the Board may deem necessary and as the business of
the Corporation may require.
Section 2. The President shall be elected from the membership of
the Board of Directors, but other officers need not be members of the
Board of Directors. Any two or more offices may be held by the same
person except the offices of President and Vice President.
All officers of the Corporation shall serve for one year
and until their successors shall have been duly elected and shall
have qualified; provided, however, that any officer may be removed
at any time, either with or without cause, by action by the Board
of Directors.
ARTICLE VII
DUTIES OF OFFICERS
PRESIDENT
Section 1. The President shall preside at all meetings of the
stockholders and the Board of Directors and shall be a member ex
officio of all standing committees.
The President shall be the Chief Executive Officer of the
Corporation, and in the recess of the Board of Directors shall
have the general control and management of its business and affairs,
subject, however, to the regulations of the Board of Directors.
VICE PRESIDENT
Section 2. The Vice President shall have those duties and
responsibilities as shall be assigned to him by the President.
In the event of the absence, resignation, disability or death
of the President, the Vice President shall exercise all the powers
and perform all the duties of the President until his return, or
until such disability shall be removed or until a new President
shall have been elected. If the Board appoints more than one
Vice President, the duties of such Vice Presidents shall be as
designated by the Board.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 3. The Secretary shall attend all meetings of the
stockholders and shall record the proceedings thereof in a book
to be kept for that purpose, and he shall be the custodian of the
corporate seal of the Corporation. In the absence of the
Secretary, an Assistant Secretary or any other person appointed
or elected by the Board of Directors, as is elsewhere in these
Bylaws provided, may exercise the rights and perform the duties
of the Secretary.
Section 4. The Assistant Secretary, or, if there be more than
one Assistant Secretary, then the Assistant Secretaries in the
order of their seniority, shall, in the absence or disability
of the Secretary, perform the duties and exercise the powers of
the Secretary. Any Assistant Secretary elected by the Board
shall also perform such other duties and exercise such other
powers as the Board of Directors shall from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 5. The Treasurer shall keep full and correct accounts of
the receipts and expenditures of the Corporation in books belonging
to the Corporation, and shall deposit all monies and valuable
effects in the name and to the credit of the Corporation and in
such depositories as may be designated by the Board of Directors,
and shall, if the Board shall so direct, give bond with
sufficient security and in such amount as may be required by the
Board of Directors for the faithful performance of
his duties.
He shall disburse funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Board of
Directors at the regular meetings of the Board,
or whenever they may require it, an account of all his
transactions as the chief fiscal officer of the Corporation and
of the financial condition of the Corporation, and shall
present each year before the annual meeting of stockholders a
full financial report of the preceding fiscal year.
Section 6. The Assistant Treasurer, or, if there be more than
one Assistant Treasurer, then the Assistant Treasurers in the order
of their seniority, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of
the Treasurer. Any Assistant Treasurer elected by the Board
shall also perform such duties and exercise such powers as the
Board of Directors shall from time to time prescribe.
ARTICLE VIII
CHECKS, DRAFTS, NOTES, ETC.
Section 1. All checks shall bear the signature of such person or
persons as the Board of Directors may from time to time direct.
Section 2. All notes and other similar obligations and
acceptances of drafts by the Corporation shall be signed by such
person or persons as the Board of Directors may from time to time direct.
Section 3. Any officer of the Corporation or any other employee,
as the Board of Directors may from time to time direct, shall have full
power to endorse for deposit all checks and all negotiable paper
drawn payable to his or their order or to the order of the Corporation.
ARTICLE IX
CORPORATE SEAL
Section 1. The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation, the year of its
organization, and the words Corporate Seal, Maryland. Such seal may
be used by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE X
DIVIDENDS
Section 1. Dividends upon the shares of the capital stock of the
Corporation may, subject to the provisions of the Articles of
Incorporation of the Corporation, if any, be declared by the Board
of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of
the capital stock of the Corporation.
Section 2. Before payment of any dividend there may be set aside
out of funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in their
absolute discretion, think proper as a reserve fund to meet
ontingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall deem to be for the best
interests of the Corporation, and the Board of Directors may abolish
any such reserve in the manner in which it was created.
ARTICLE XI
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
NUMBER SHARES
ROYCE GLOBAL TRUST, INC.
A Maryland Corporation
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
Shares of Common Stock
This is to Certify that _____________ is the owner of __________________
fully-paid and non-assessable shares of the above Corporation transferable
only on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney upon surrender of this Certificate properly
endorsed.
Witness, the signatures of its duly authorized officers.
Dated:
JOHN E. DENNEEN CHARLES M. ROYCE
Secretary President
COUNTERSIGNED:
FUND/PLAN SERVICES, INC.
(Conshohocken, PA)
BY Transfer Agent
Service Agent
AUTHORIZED SIGNATURE
------------------
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT -______Custodian________
(Cust) (Minor)
TEN ENT -as tenants by the under Uniform Gifts to
entireties Minors Act____________.
(State)
JT TEN -as joint tenants
with right of
survivorship and not
as tenants in common
Additional abbreviations may also be used though not
in the above list.
For value received _____ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OR ASSIGNEE
_________________________________________________________________________
_________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)
_________________________________________________________________________
_________________________________________________________________________
__________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint
_________________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation
with full power of substitution in the premises..
Dated _________________ 19 ____
In presence of
_________________________________ ______________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN ABOVE UPON THE FACT OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
DISTRIBUTION REINVESTMENT AND CASH PURCHASE PLAN OF
ROYCE GLOBAL TRUST, INC.
Royce Global Trust, Inc., a Maryland corporation (the "Fund"),
hereby adopts the following plan (the "Plan") with respect to net
investment income dividends and capital gains distributions
declared by its Board of Directors on shares of its Common Stock
and to voluntary cash purchases of shares of its Common Stock:
III. Unless a stockholder specifically elects to
receive cash as set forth below, all net investment income
dividends and all capital gains distributions hereafter
declared by the Board of Directors shall be payable in shares
of the Common Stock of the Fund.
1. Such net investment income dividends and capital
gains distributions shall be payable on such date or dates as may
be fixed from time to time by the Board of Directors to
stockholders of record at the close of business on the record
date(s) established by the Board of Directors for the net
investment income dividend and/or capital gains distribution
involved.
2. Unless a stockholder specifically elects
otherwise, such stockholder will receive all net investment
income dividends and/or capital gains distributions in full and
fractional shares of the Fund's Common Stock, and no action shall
be required on such stockholder's part to receive a distribution
in stock.
3. The number of shares to be issued to a
stockholder shall be determined by dividing the total dollar amount
of the distribution payable to such stockholder by the value per
share of the Fund's Common Stock at the close of regular trading
on the New York Stock Exchange on the valuation date fixed by the
Board of Directors for such distribution. Value per share on that
date shall be the last reported sale price for such shares on the
Exchange.
4. A stockholder may, however, elect to receive his
or its net investment income dividends and capital gains
distributions in cash. To exercise this option, such stockholder
shall notify State Street Bank and Trust Company ("State
Street"), the Plan Agent and the Fund's custodian, transfer agent
and registrar, in writing so that such notice is received by
State Street no later than 10 days prior to the record date fixed
by the Board of Directors for the net investment income dividend
and/or capital gains distribution involved.
5. State Street will set up an account for shares
acquired pursuant to the Plan for each stockholder who has not so
elected to receive dividends and distributions in cash
("Participant"). State Street may hold each Participant's shares,
together with the shares of other Participants, in
non-certificated form in State Street's name or that of its
nominee. Upon request by a Participant, received in writing no
later than 10 days prior to the record date, State Street will,
instead of crediting shares to and/or carrying shares in a
Participant's account, issue, without charge to the Participant,
a certificate registered in the Participant's name for the number
of whole shares payable to the Participant and a check for any
fractional share.
6. A Participant has the option of sending
additional funds to State Street, in any amount of at least $100,
for the purchase in the open market of shares of the Fund's
Common Stock for his or its account. Such voluntary payments will
be so invested by State Street on or about the 15th of each month,
and in no event more than 30 days after such date, except where
necessary to comply with provisions of Federal securities law.
Funds received less than 5 business days prior to an investment
date will be held by State Street until the next investment date.
A Participant may withdraw his entire voluntary cash payment by
written notice received by State Street not less than 48 hours
before such payment is to be invested.
7. Investments of voluntary cash payments may be made
by State Street on any securities exchange where shares of the
Fund's Common Stock are traded, in the over-the-counter market or
in negotiated transactions and may be on such terms as to price,
delivery and otherwise as State Street shall determine.
Participant funds held by State Street uninvested will not bear
interest, and State Street shall have no liability in connection
with any inability to purchase shares within 45 days after
receipt of funds or with the timing of any purchases effected.
State Street shall have no responsibility as to the value of the
shares of the Fund's Common Stock acquired for any Participant's
account and may commingle funds of Participants for the purpose
of cash investments. The average price (including brokerage
commissions) per share of all shares purchased by State Street
shall be the price per share allocable to the Participant in
connection with the cash investment.
8. State Street will confirm to each Participant each
acquisition made pursuant to the Plan as soon as practicable but
not later than 10 business days after the date thereof. Although
each Participant may from time to time have an undivided
fractional interest (computed to three decimal places) in a share
of Common Stock of the Fund, no certificates for a fractional
share will be issued. However, dividends and distributions on
fractional shares will be credited to each Participant's account.
In the event of termination of a Participant's account under the
Plan, State Street will adjust for any such undivided fractional
interest in cash at the market value of the Fund's shares at the
time of termination.
9. A Participant may deposit certificates for shares
of Common Stock of the Fund with State Street for safekeeping.
The deposited shares will be credited to the Participant's
account and will be treated in all respects in the same manner as
shares issued to or purchased for the Participant's account. All
certificates should be sent with written instructions to deposit
the certificates in the Participant's Plan account. They need
not be endorsed and should be sent by registered or certified
mail, return receipt requested, to:
State Street Bank and Trust Company
c/o Royce Global Trust, Inc.
P.O. Box 8200
Boston, MA 02110
10. State Street will forward to each Participant any
Fund-related proxy solicitation materials and each Fund report or
other communication to stockholders, and will vote any shares
held by it under the Plan in accordance with the instructions set
forth on proxies returned by Participants to the Fund.
11. In the event that the Fund makes available to its
Common Stockholders rights to purchase additional shares or other
securities, the shares held by State Street for each Participant
under the Plan will be added to any other shares held by the
Participant in certificated form in calculating the number of
rights to be issued to the Participant.
12. State Street's service fee, if any, for
administering the Plan, will be paid for by the Fund.
Participants will be charged a $0.75 service fee for each
voluntary cash investment and their pro rata share of brokerage
commissions on all open market purchases.
13. Each Participant may terminate his or its
account under the Plan by so notifying State Street in writing.
Such termination will be effective immediately if the Participant's
notice is received by State Street not less than 10 days prior to
any dividend or distribution record date; otherwise, such
termination will be effective only with respect to any subsequent
dividend or distribution. The Plan may be terminated by the Fund
or by State Street upon notice in writing mailed to each
Participant at least 30 days prior to any record date for the
payment of any dividend or distribution by the Fund. Upon any
termination, State Street will cause a certificate or
certificates to be issued for the full shares held for each
Participant under the Plan and a cash adjustment for any
fractional share to be delivered to the Participant without
charge to the Participant. If a Participant elects by his or its
written notice to State Street in advance of termination to have
State Street sell part or all of his or its shares and remit the
proceeds to the Participant, State Street is authorized to deduct
a $2.50 transaction fee plus brokerage commission from the
proceeds.
14. These terms and conditions may be amended or
supplemented by State Street or the Fund at any time but, except
when necessary or appropriate to comply with applicable law or
the rules or policies of the Securities and Exchange Commission
or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to
the effective date thereof. The amendment or supplement shall be
deemed to be accepted by each Participant unless, prior to the
effective date thereof, State Street receives written notice of
the termination of his or its account under the Plan. Any such
amendment may include an appointment by State Street in its place
and stead of a successor agent under these terms and conditions,
with full power and authority to perform all or any of the acts
to be performed by State Street under these terms and conditions.
Upon any such appointment of any agent for the purpose of
receiving dividends and distributions, the Fund will be
authorized to pay to such successor agent, for each Participant's
account, all dividends and distributions payable on shares of the
Fund held in the Participant's name or under the Plan for
retention or application by such successor agent as provided in
these terms and conditions.
15. State Street will at all times act in good
faith and use its best efforts within reasonable limits to ensure
its full and timely performance of all services to be performed by it
under this Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to
errors unless such error is caused by State Street's negligence,
bad faith or willful misconduct or that of its employees or
agents.
16. These terms and conditions shall be
governed by the laws of the State of New York.
November, 1996
reinvest.dos
INVESTMENT ADVISORY AGREEMENT
BETWEEN
ALL SEASONS GLOBAL FUND, INC.
AND
QUEST ADVISORY CORP.
Agreement dated as of October 31, to be effective as of
November 1, 1996, by and between ALL SEASONS GLOBAL FUND, INC., a
Maryland corporation whose name may be changed to ROYCE GLOBAL
FUND, INC. (the "Fund"), and QUEST ADVISORY CORP., a New York
corporation (the "Adviser").
The Fund and the Adviser hereby agree as follows:
1. Duties of the Adviser. The Adviser shall, during the
term and subject to the provisions of this Agreement, (a)
determine the composition of the portfolio of the Fund, the
nature and timing of the changes therein and the manner of
implementing such changes and (b) provide the Fund with such
investment advisory, research and related services as the Fund
may, from time to time, reasonably require for the investment of
its assets. The Adviser shall perform such duties in accordance
with the applicable provisions of the Fund's Articles of
Incorporation, By-laws and stated investment objective, policies
and restrictions and any directions it may receive from the
Fund's Board of Directors.
2. Expenses Payable by the Fund. Except as otherwise
provided in Paragraphs 1 and 3 hereof, the Fund shall be
responsible for determining the net asset value of its shares and
for all of its other operations and shall pay all administrative
and other costs and expenses attributable to its operations and
transactions, including, without limitation, registrar, transfer
agent and custodian fees; legal, administrative and clerical
services; rent for its office space and facilities; auditing;
preparation, printing and distribution of its proxy statements,
stockholders' reports and notices; supplies and postage; Federal
and state registration fees; securities market listing fees and
expenses; Federal, state, local and foreign taxes; non-affiliated
directors' fees; interest on its borrowings; brokerage
commissions; and the cost of issue, sale and repurchase of its
shares.
3. Expenses Payable by the Adviser. The Adviser shall
furnish, without expense to the Fund, the services of those of
its executive officers and full-time employees who may be duly
elected executive officers or directors of the Fund, subject to
their individual consent to serve and to any limitations imposed
by law, and shall pay all the salaries and expenses of such
persons. For purposes of this Agreement, only a president, a
treasurer or a vice-president in charge of a principal business
function shall be deemed to be an executive officer. The Adviser
shall also pay all expenses which it may incur in performing its
duties under Paragraph 1 hereof and shall reimburse the Fund for
any space leased by the Fund and occupied by the Adviser.
4. Compensation of the Adviser.
(a) The Fund agrees to pay to the Adviser, and
the Adviser agrees to accept, as compensation for the services
provided by the Adviser hereunder, a monthly fee equal to 1/12 of
1% (1% on an annualized basis) of the average net assets of the
Fund for each month during the term of this Agreement. (The net
assets of the Fund shall be computed by subtracting the amount of
any indebtedness and other liabilities of the Fund from the value
of the total assets of the Fund, and the liquidation preference
of and any potential redemption premium for any preferred stock
of the Fund that may hereafter be issued and outstanding shall
not be treated as an indebtedness or other liability of the Fund
for this purpose.) The Fund shall pay such fee to the Adviser at
or promptly following the end of each such month.
(b) Notwithstanding the provisions of
subparagraph (a) above to the contrary, the Adviser shall reduce
the monthly fees payable to it hereunder to the extent necessary
so that the ratio of the expenses of the Fund (including the fees
payable to the Adviser, but excluding interest, dividends on
securities sold short, taxes, brokerage commissions, distribution
fees, amortization of organization expenses and litigation and
indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund's business) shall not
exceed (i) for the period from the date on which this Agreement
shall become effective and ending December 31, 1996, 2.5% of the
first $30,000,000, 2% of the next $70,000,000 and 1.5% of any
remaining average net assets of the Fund for such period, and
(ii) for each of the fiscal years of the Fund ending December 31,
1997 and December 31, 1998, 1.75% of the Fund's average net
assets for such fiscal year.
(c) In the event of any termination of this
Agreement, the fee provided for in this Paragraph 4 shall be
calculated on the basis of a period ending on the last day on
which this Agreement is in effect, subject to a pro rata
adjustment based on the number of days elapsed in the current
month as a percentage of the total number of days in such month.
5. Excess Brokerage Commissions. The Adviser is hereby
authorized, to the fullest extent now or hereafter permitted by
law, to cause the Fund to pay a member of a national securities
exchange, broker or dealer an amount of commission for effecting
a securities transaction in excess of the amount of commission
another member of such exchange, broker or dealer would have
charged for effecting that transaction, if the Adviser determines
in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and/or research services
provided by such member, broker or dealer, viewed in terms of
either that particular transaction or its over-all
responsibilities with respect to the Fund and its other accounts.
6. Limitations on the Employment of the Adviser. The
services of the Adviser to the Fund shall not be deemed
exclusive, and the Adviser may engage in any other business or
render similar or different services to others so long as its
services to the Fund hereunder are not impaired thereby, and
nothing in this Agreement shall limit or restrict the right of
any director, officer or employee of the Adviser to engage in any
other business or to devote his time and attention in part to any
other business, whether of a similar or dissimilar nature. So
long as this Agreement or any extension, renewal or amendment
remains in effect, the Adviser shall be the only investment
adviser to the Fund, subject to the Adviser's right to enter into
sub-advisory agreements. The Adviser assumes no responsibility
under this Agreement other than to render the services called for
hereunder, and shall not be responsible for any action of or
directed by the Board of Directors of the Fund, or any committee
thereof, unless such action has been caused by the Adviser's
gross negligence, willful malfeasance, bad faith or reckless
disregard of its obligations and duties under this Agreement.
7. Responsibility of Dual Directors, Officers and/or
Employees. If any person who is a director, officer or employee
of the Adviser is or becomes a director, officer and/or employee
of the Fund and acts as such in any business of the Fund pursuant
to this Agreement, then such director, officer and/or employee of
the Adviser shall be deemed to be acting in such capacity solely
for the Fund, and not as a director, officer and/or employee of
the Adviser or under the control or direction of the Adviser,
although paid by the Adviser.
8. Protection of the Adviser. The Adviser shall not be
liable to the Fund for any action taken or omitted to be taken by
the Adviser in connection with the performance of any of its
duties or obligations under this Agreement or otherwise as an
investment adviser of the Fund, and the Fund shall indemnify the
Adviser and hold it harmless from and against all damages,
liabilities, costs and expenses (including reasonable attorneys'
fees and amounts reasonably paid in settlement) incurred by the
Adviser in or by reason of any pending, threatened or completed
action, suit, investigation or other proceeding (including an
action or suit by or in the right of the Fund or its security
holders) arising out of or otherwise based upon any action
actually or allegedly taken or omitted to be taken by the Adviser
in connection with the performance of any of its duties or
obligations under this Agreement or otherwise as an investment
adviser of the Fund. Notwithstanding the preceding sentence of
this Paragraph 8 to the contrary, nothing contained herein shall
protect or be deemed to protect the Adviser against or entitle or
be deemed to entitle the Adviser to indemnification in respect
of, any liability to which the Adviser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of its reckless
disregard of its duties and obligations under this Agreement.
Determinations of whether and the extent to which the
Adviser is entitled to indemnification hereunder shall be made by
reasonable and fair means, including (a) a final decision on the
merits by a court or other body before whom the action, suit or
other proceeding was brought that the Adviser was not liable by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties or (b) in the absence of such a
decision, a reasonable determination, based upon a review of the
facts, that the Adviser was not liable by reason of such
misconduct by (i) the vote of a majority of a quorum of the
directors of the Fund who are neither "interested persons" of the
Fund (as defined in Section 2(a)(19) of the Investment Company
Act of 1940) nor parties to the action, suit or other proceeding
or (ii) an independent legal counsel in a written opinion.
9. Effectiveness, Duration and Termination of Agreement.
This Agreement shall become effective on November 1, 1996, and
shall remain in effect until April 30, 1998 and thereafter shall
continue automatically for successive annual periods from May 1
to April 30, provided that such continuance is specifically
approved at least annually by (a) the vote of the Fund's
directors, including a majority of such directors who are not
parties to this Agreement or "interested persons" (as such term
is defined in Section 2(a)(19) of the Investment Company Act of
1940) of any such party, cast in person at a meeting called for
the purpose of voting on such approval, or (b) the vote of a
majority of the outstanding voting securities of the Fund and the
vote of the Fund's directors, including a majority of such
directors who are not parties to this Agreement or "interested
persons" (as so defined) of any such party. This Agreement may
be terminated at any time, without the payment of any penalty, on
sixty (60) days' written notice by the vote of a majority of the
outstanding voting securities of the Fund or by the vote of a
majority of the Fund's directors or by the Adviser, and will
automatically terminate in the event of its "assignment" (as such
term is defined for purposes of Section 15(a)(4) of the
Investment Company Act of 1940); provided, however, that the
provisions of Paragraph 8 of this Agreement shall remain in full
force and effect, and the Adviser shall remain entitled to the
benefits thereof, notwithstanding any such termination.
10. Name. The Fund may, so long as this Agreement remains
in effect, use "Royce" as part of its name. The Adviser may,
upon termination of this Agreement, require the Fund to refrain
from using the name "Royce" in any form or combination in its
name or in its business, and the Fund shall, as soon as
practicable following its receipt of any such request from the
Adviser, so refrain from using such name.
11. Notices. Any notice under this Agreement shall be
given in writing, addressed and delivered or mailed, postage
prepaid, to the other party at its principal office.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed the day and year first above
written.
ALL SEASONS GLOBAL FUND, INC.
By: JEROME F. MICELI
Name: Jerome F. Miceli
Title: Treasurer
QUEST ADVISORY CORP.
By: CHARLES M. ROYCE
Name: Charles M. Royce
Title: President
CUSTODY AGREEMENT
Agreement made as of this 24 day of JUNE, 1996, between
ALL SEASONS GLOBAL FUND, INC., a corporation
organized and existing under the laws of the state of
Maryland, having its principal office and place of business at
250 Park Avenue South, Suite 200, Winter Park, FL 32789
(hereinafter called the "Fund"), and THE BANK OF NEW YORK, a
New York corporation authorized to do a banking business, having
its principal office and place of business at 48 Wall
Street, New York, New York 10286 (hereinafter called the "Cus-
todian").
W I T N E S S E T H :
WHEREAS, the Fund represents that pursuant to the Custody
Administration and Agency Agreement between Fund/Plan
Services, Inc. ("Fund/Plan") and the Fund, Fund/Plan (a) has
agreed to perform certain administrative functions which may
include the functions of administrator, transfer agent and
accounting services agent and (b) has been appointed by the
Fund to act as its agent in respect of certain transactions
contemplated in this Agreement; and
WHEREAS, the Fund represents that (a) Fund/Plan has
agreed to act as Fund's agent in respect of certain
transactions contemplated in this Agreement and (b) the Bank
is authorized and directed to rely upon and follow
Certificates and instructions given by Fund/Plan, the Fund's
agent, in respect of transactions contemplated in this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth, the Fund and the Custodian agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Administrator" shall mean Fund/Plan Services, Inc.
and such successors or permitted assigns as may succeed and
perform its duties under the Administration Agreement.
2. "Administration Agreement" shall mean that certain
separate agreement entitled "Custody Administration and Agency
Agreement" dated as of June 1, 1996 between the Fund
and the Fund/Plan Services, Inc.
3. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and fed-
eral agency securities, its successor or successors and its
nominee or nominees.
4. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts, and Futures Contract Options entitling the
holder, upon timely exercise and payment of the exercise
price, as specified therein, to purchase from the writer
thereof the specified underlying Securities.
5. "Certificate" shall mean any notice, instruction, or
other instrument in writing, authorized or required by this
Agreement to be given to the Custodian which is actually re-
ceived by the Custodian and signed on behalf of the Fund by
any two Officers, and the term Certificate shall also include
instructions communicated to the Custodian by the Administra-
tor by Terminal Link.
6. "Clearing Member" shall mean a registered
broker-dealer which is a clearing member under the rules of
O.C.C. and a member of a national securities exchange quali-
fied to act as a custodian for an investment company, or any
broker-dealer reasonably believed by the Custodian to be such
a clearing member.
7. "Collateral Account" shall mean a segregated account
so denominated which is specifically allocated to a Series and
pledged to the Custodian as security for, and in consideration
of, the Custodian's issuance of (a) any Put Option guarantee
letter or similar document described in paragraph 8 of Article
V herein, or (b) any receipt described in Article V or VIII
herein.
8. "Covered Call Option" shall mean an exchange traded
option entitling the holder, upon timely exercise and payment
of the exercise price, as specified therein, to purchase from
the writer thereof the specified underlying Securities (ex-
cluding Futures Contracts) which are owned by the writer
thereof and subject to appropriate restrictions.
9. "Depository" shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and
Exchange Commission, its successor or successors and its nomi-
nee or nominees. The term "Depository" shall further mean and
include any other person authorized to act as a depository
under the Investment Company Act of 1940, its successor or
successors and its nominee or nominees, specifically identi-
fied in a certified copy of a resolution of the Fund's Board
of Directors specifically approving deposits therein by the
Custodian.
10. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S. Treasury Bonds, domestic bank certificates of deposit,
and Eurodollar certificates of deposit, during a specified
month at an agreed upon price.
11. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
12. "Futures Contract Option" shall mean an option with
respect to a Futures Contract.
13. "Margin Account" shall mean a segregated account in
the name of a broker, dealer, futures commission merchant, or
a Clearing Member, or in the name of the Fund for the benefit
of a broker, dealer, futures commission merchant, or Clearing
Member, or otherwise, in accordance with an agreement between
the Fund, the Custodian and a broker, dealer, futures commis-
sion merchant or a Clearing Member (a "Margin Account Agree-
ment"), separate and distinct from the custody account, in
which certain Securities and/or money of the Fund shall be
deposited and withdrawn from time to time in connection with
such transactions as the Fund may from time to time deter-
mine. Securities held in the Book-Entry System or the Deposi-
tory shall be deemed to have been deposited in, or withdrawn
from, a Margin Account upon the Custodian's effecting an ap-
propriate entry in its books and records.
14. "Money Market Security" shall be deemed to include,
without limitation, certain Reverse Repurchase Agreements,
debt obligations issued or guaranteed as to interest and prin-
cipal by the government of the United States or agencies or
instrumentalities thereof, any tax, bond or revenue anticipa-
tion note issued by any state or municipal government or pub-
lic authority, commercial paper, certificates of deposit and
bankers' acceptances, repurchase agreements with respect to
the same and bank time deposits, where the purchase and sale
of such securities normally requires settlement in federal
funds on the same day as such purchase or sale.
15. "O.C.C." shall mean the Options Clearing Corpora-
tion, a clearing agency registered under Section 17A of the
Securities Exchange Act of 1934, its successor or successors,
and its nominee or nominees.
16. "Officers" shall be deemed to include the President,
any Vice President, the Secretary, the Clerk, the Treasurer,
the Controller, any Assistant Secretary, any Assistant Clerk,
any Assistant Treasurer, and any other person or persons, in-
cluding officers or employees of the Administrator, whether or
not any such other person is an officer of the Fund, duly au-
thorized by the Board of Directors of the Fund to execute any
Certificate, instruction, notice or other instrument on behalf
of the Fund and listed in the Certificate annexed hereto as
Appendix A or such other Certificate as may be received by the
Custodian from time to time.
17. "Option" shall mean a Call Option, Covered Call Op-
tion, Stock Index Option and/or a Put Option.
18. "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from an Officer or from a
person reasonably believed by the Custodian to be an Officer.
19. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts, and Futures Contract Options entitling the
holder, upon timely exercise and tender of the specified un-
derlying Securities, to sell such Securities to the writer
thereof for the exercise price.
20. "Reverse Repurchase Agreement" shall mean an agree-
ment pursuant to which the Fund sells Securities and agrees to
repurchase such Securities at a described or specified date
and price.
21. "Security" shall be deemed to include, without limi-
tation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock In-
dex Futures Contract Options, Financial Futures Contracts,
Financial Futures Contract Options, Reverse Repurchase Agree-
ments, common stocks and other securities having characteris-
tics similar to common stocks, preferred stocks, debt obliga-
tions issued by state or municipal governments and by public
authorities, (including, without limitation, general obliga-
tion bonds, revenue bonds, industrial bonds and industrial
development bonds), bonds, debentures, notes, mortgages or
other obligations, and any certificates, receipts, warrants or
other instruments representing rights to receive, purchase,
sell or subscribe for the same, or evidencing or representing
any other rights or interest therein, or any property or as-
sets.
22. "Senior Security Account" shall mean an account
maintained and specifically allocated to a Series under the
terms of this Agreement as a segregated account, by recorda-
tion or otherwise, within the custody account in which certain
Securities and/or other assets of the Fund specifically al-
located to such Series shall be deposited and withdrawn from
time to time in accordance with Certificates received by the
Custodian in connection with such transactions as the Fund may
from time to time determine.
23. "Series" shall mean the various portfolios, if any,
of the Fund as described from time to time in the current and
effective prospectus for the Fund and listed on Appendix B
hereto as amended from time to time.
24. "Shares" shall mean the shares of beneficial inter-
est of the Fund, each of which is, in the case of a Fund hav-
ing Series, allocated to a particular Series.
25. "Stock Index Futures Contract" shall mean a bilat-
eral agreement pursuant to which the parties agree to take or
make delivery of an amount of cash equal to a specified dollar
amount times the difference between the value of a particular
stock index at the close of the last business day of the con-
tract and the price at which the futures contract is origi-
nally struck.
26. "Stock Index Option" shall mean an exchange traded
option entitling the holder, upon timely exercise, to receive
an amount of cash determined by reference to the difference
between the exercise price and the value of the index on the
date of exercise.
27. "Terminal Link" shall mean an electronic data trans-
mission link between the Administrator on behalf of the Fund
and the Custodian requiring in connection with each use of the
Terminal Link by or on behalf of the Administrator on behalf
of the Fund use of an authorization code provided by the
Custodian and at least two access codes established by the
Administrator on behalf of the Fund.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custo-
dian as custodian of the Securities and moneys at any time
owned by the Fund during the period of this Agreement.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as herein-
after set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, the Fund will deliver or cause to
be delivered to the Custodian all Securities and all moneys
owned by it, at any time during the period of this Agreement,
and shall specify with respect to such Securities and money
the Series to which the same are specifically allocated. The
Custodian shall segregate, keep and maintain the assets of the
Series separate and apart. The Custodian will not be respon-
sible for any Securities and moneys not actually received by
it. The Custodian will be entitled to reverse any credits
made on the Fund's behalf where such credits have been previ-
ously made and moneys are not finally collected. The Fund
shall deliver to the Custodian a certified resolution of the
Board of Directors of the Fund, substantially in the form of
Exhibit A hereto, approving, authorizing and instructing the
Custodian on a continuous and on-going basis to deposit in the
Book-Entry System all Securities eligible for deposit therein,
regardless of the Series to which the same are specifically
allocated and to utilize the Book-Entry System to the extent
possible in connection with its performance hereunder, includ-
ing, without limitation, in connection with settlements of
purchases and sales of Securities, loans of Securities and
deliveries and returns of Securities collateral. Prior to a
deposit of Securities specifically allocated to a Series in
the Depository, the Fund shall deliver to the Custodian a cer-
tified resolution of the Board of Directors of the Fund, sub-
stantially in the form of Exhibit B hereto, approving, autho-
rizing and instructing the Custodian on a continuous and ongo-
ing basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Deposi-
tory all Securities specifically allocated to such Series eli-
gible for deposit therein, and to utilize the Depository to
the extent possible with respect to such Securities in connec-
tion with its performance hereunder, including, without limi-
tation, in connection with settlements of purchases and sales
of Securities, loans of Securities, and deliveries and returns
of Securities collateral. Securities and moneys deposited in
either the Book-Entry System or the Depository will be repre-
sented in accounts which include only assets held by the Cus-
todian for customers, including, but not limited to, accounts
in which the Custodian acts in a fiduciary or representative
capacity and will be specifically allocated on the Custodian's
books to the separate account for the applicable Series.
Prior to the Custodian's accepting, utilizing and acting with
respect to Clearing Member confirmations for Options and
transactions in Options for a Series as provided in this
Agreement, the Custodian shall have received a certified reso-
lution of the Fund's Board of Directors, substantially in the
form of Exhibit C hereto, approving, authorizing and instruct-
ing the Custodian on a continuous and on-going basis, until
instructed to the contrary by a Certificate actually received
by the Custodian, to accept, utilize and act in accordance
with such confirmations as provided in this Agreement with
respect to such Series.
2. The Custodian shall establish and maintain separate
accounts, in the name of each Series, and shall credit to the
separate account for each Series all moneys received by it for
the account of the Fund with respect to such Series. Money
credited to a separate account for a Series shall be disbursed
by the Custodian only:
(a) As hereinafter provided;
(b) Pursuant to Certificates setting forth the name
and address of the person to whom the payment is to be made,
the Series account from which payment is to be made and the
purpose for which payment is to be made; or
(c) In payment of the fees and in reimbursement of
the expenses and liabilities of the Custodian attributable to
such Series.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Administrator with confirma-
tions and a summary, on a per Series basis, of all transfers
to or from the account of the Fund for a Series, either here-
under or with any co-custodian or sub-custodian appointed in
accordance with this Agreement during said day. Where Securi-
ties are transferred to the account of the Fund for a Series,
the Custodian shall also by book-entry or otherwise identify
as belonging to such Series a quantity of Securities in a fun-
gible bulk of Securities registered in the name of the Custo-
dian (or its nominee) or shown on the Custodian's account on
the books of the Book-Entry System or the Depository. At
least monthly and from time to time, the Custodian shall fur-
nish the Administrator with a detailed statement, on a per
Series basis, of the Securities and moneys held by the Custo-
dian for the Fund.
4. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, all Securities held by the Custo-
dian hereunder, which are issued or issuable only in bearer
form, except such Securities as are held in the Book-Entry
System, shall be held by the Custodian in that form; all other
Securities held hereunder may be registered in the name of the
Fund, in the name of any duly appointed registered nominee of
the Custodian as the Custodian may from time to time deter-
mine, or in the name of the Book-Entry System or the Deposi-
tory or their successor or successors, or their nominee or
nominees. The Fund agrees to furnish or cause to be furnished
to the Custodian appropriate instruments to enable the Custo-
dian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name
of the Book-Entry System or the Depository any Securities
which it may hold hereunder and which may from time to time be
registered in the name of the Fund. The Custodian shall hold
all such Securities specifically allocated to a Series which
are not held in the Book-Entry System or in the Depository in
a separate account in the name of such Series physically seg-
regated at all times from those of any other person or per-
sons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate,
the Custodian by itself, or through the use of the Book-Entry
System or the Depository with respect to Securities held here-
under and therein deposited, shall with respect to all Securi-
ties held for the Fund hereunder in accordance with preceding
paragraph 4:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount pay-
able upon such Securities which are called, but only if either
(i) the Custodian receives a written notice of such call, or
(ii) notice of such call appears in one or more of the publi-
cations listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian without the prior notifi-
cation or consent of the Fund;
(c) Present for payment and collect the amount pay-
able upon all Securities which mature;
(d) Surrender Securities in temporary form for de-
finitive Securities;
(e) Execute, as custodian, any necessary declara-
tions or certificates of ownership under the Federal Income
Tax Laws or the laws or regulations of any other taxing au-
thority now or hereafter in effect; and
(f) Hold directly, or through the Book-Entry System
or the Depository with respect to Securities therein depos-
ited, for the account of a Series, all rights and similar se-
curities issued with respect to any Securities held by the
Custodian for such Series hereunder.
6. Upon receipt of a Certificate and not otherwise, the
Custodian, directly or through the use of the Book-Entry Sys-
tem or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authoriza-
tions, and any other instruments whereby the authority of the
Fund as owner of any Securities held by the Custodian hereun-
der for the Series specified in such Certificate may be exer-
cised;
(b) Deliver any Securities held by the Custodian
hereunder for the Series specified in such Certificate in ex-
change for other Securities or cash issued or paid in con-
nection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation,
or the exercise of any conversion privilege and receive and
hold hereunder specifically allocated to such Series any cash
or other Securities received in exchange;
(c) Deliver any Securities held by the Custodian
hereunder for the Series specified in such Certificate to any
protective committee, reorganization committee or other person
in connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any cor-
poration, and receive and hold hereunder specifically al-
located to such Series such certificates of deposit, interim
receipts or other instruments or documents as may be issued to
it to evidence such delivery;
(d) Make such transfers or exchanges of the assets
of the Series specified in such Certificate, and take such
other steps as shall be stated in such Certificate to be for
the purpose of effectuating any duly authorized plan of liqui-
dation, reorganization, merger, consolidation or recapitaliza-
tion of the Fund; and
(e) Present for payment and collect the amount pay-
able upon Securities not described in preceding paragraph 5(b)
of this Article which may be called as specified in the Cer-
tificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain posses-
sion of any instrument or certificate representing any Futures
Contract, any Option, or any Futures Contract Option until
after it shall have determined, or shall have received a Cer-
tificate from the Fund stating, that any such instruments or
certificates are available. The Fund shall deliver to the
Custodian such a Certificate no later than the business day
preceding the availability of any such instrument or certifi-
cate. Prior to such availability, the Custodian shall comply
with Section 17(f) of the Investment Company Act of 1940, as
amended, in connection with the purchase, sale, settlement,
closing out or writing of Futures Contracts, Options, or Fu-
tures Contract Options by making payments or deliveries speci-
fied in Certificates received by the Custodian in connection
with any such purchase, sale, writing, settlement or closing
out upon its receipt from a broker, dealer, or futures commis-
sion merchant of a statement or confirmation reasonably be-
lieved by the Custodian to be in the form customarily used by
brokers, dealers, or future commission merchants with respect
to such Futures Contracts, Options, or Futures Contract Op-
tions, as the case may be, confirming that such Security is
held by such broker, dealer or futures commission merchant, in
book-entry form or otherwise, in the name of the Custodian (or
any nominee of the Custodian) as custodian for the Fund, pro-
vided, however, that notwithstanding the foregoing, payments
to or deliveries from the Margin Account and payments with
respect to Securities to which a Margin Account relates, shall
be made in accordance with the terms and conditions of the
Margin Account Agreement. Whenever any such instruments or
certificates are available, the Custodian shall, notwithstand-
ing any provision in this Agreement to the contrary, make pay-
ment for any Futures Contract, Option, or Futures Contract
Option for which such instruments or such certificates are
available only against the delivery to the Custodian of such
instrument or such certificate, and deliver any Futures Con-
tract, Option or Futures Contract Option for which such in-
struments or such certificates are available only against re-
ceipt by the Custodian of payment therefor. Any such instru-
ment or certificate delivered to the Custodian shall be held
by the Custodian hereunder in accordance with, and subject to,
the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
OTHER THAN OPTIONS, FUTURES CONTRACTS AND
FUTURES CONTRACT OPTIONS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of an Option, a Futures Contract,
or a Futures Contract Option, the Fund shall deliver or cause
the Administrator to deliver to the Custodian (i) with respect
to each purchase of Securities which are not Money Market Se-
curities, a Certificate, and (ii) with respect to each pur-
chase of Money Market Securities, a Certificate or Oral In-
structions, specifying with respect to each such purchase: (a)
the Series to which such Securities are to be specifically
allocated; (b) the name of the issuer and the title of the
Securities; (c) the number of shares or the principal amount
purchased and accrued interest, if any; (d) the date of pur-
chase and settlement; (e) the purchase price per unit; (f) the
total amount payable upon such purchase; (g) the name of the
person from whom or the broker through whom the purchase was
made, and the name of the clearing broker, if any; and (h) the
name of the broker to whom payment is to be made. The Custo-
dian shall, upon receipt of Securities purchased by or for the
Fund, pay to the broker specified in the Certificate out of
the moneys held for the account of such Series the total
amount payable upon such purchase, provided that the same con-
forms to the total amount payable as set forth in such Cer-
tificate or Oral Instructions.
2. Promptly after each sale of Securities by the Fund,
other than a sale of any Option, Futures Contract, Futures
Contract Option, or any Reverse Repurchase Agreement, the Fund
shall deliver or cause the Administrator to deliver to the
Custodian (i) with respect to each sale of Securities which
are not Money Market Securities, a Certificate, and (ii) with
respect to each sale of Money Market Securities, a Certificate
or Oral Instructions, specifying with respect to each such
sale: (a) the Series to which such Securities were specifi-
cally allocated; (b) the name of the issuer and the title of
the Security; (c) the number of shares or principal amount
sold, and accrued interest, if any; (d) the date of sale; (e)
the sale price per unit; (f) the total amount payable to the
Fund upon such sale; (g) the name of the broker through whom
or the person to whom the sale was made, and the name of the
clearing broker, if any; and (h) the name of the broker to
whom the Securities are to be delivered. The Custodian shall
deliver the Securities specifically allocated to such Series
to the broker specified in the Certificate against payment
upon receipt of the total amount payable to the Fund upon such
sale, provided that the same conforms to the total amount pay-
able as set forth in such Certificate or Oral Instructions.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver or cause the Administrator to
deliver to the Custodian a Certificate specifying with respect
to each Option purchased: (a) the Series to which such Option
is specifically allocated; (b) the type of Option (put or
call); (c) the name of the issuer and the title and number of
shares subject to such Option or, in the case of a Stock Index
Option, the stock index to which such Option relates and the
number of Stock Index Options purchased; (d) the expiration
date; (e) the exercise price; (f) the dates of purchase and
settlement; (g) the total amount payable by the Fund in con-
nection with such purchase; (h) the name of the Clearing Mem-
ber through whom such Option was purchased; and (i) the name
of the broker to whom payment is to be made. The Custodian
shall pay, upon receipt of a Clearing Member's statement con-
firming the purchase of such Option held by such Clearing Mem-
ber for the account of the Custodian (or any duly appointed
and registered nominee of the Custodian) as custodian for the
Fund, out of moneys held for the account of the Series to
which such Option is to be specifically allocated, the total
amount payable upon such purchase to the Clearing Member
through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such Cer-
tificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall de-
liver or cause the Administrator to deliver to the Custodian a
Certificate specifying with respect to each such sale: (a) the
Series to which such Option was specifically allocated; (b)
the type of Option (put or call); (c) the name of the issuer
and the title and number of shares subject to such Option or,
in the case of a Stock Index Option, the stock index to which
such Option relates and the number of Stock Index Options
sold; (d) the date of sale; (e) the sale price; (f) the date
of settlement; (g) the total amount payable to the Fund upon
such sale; and (h) the name of the Clearing Member through
whom the sale was made. The Custodian shall consent to the
delivery of the Option sold by the Clearing Member which pre-
viously supplied the confirmation described in preceding para-
graph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the
Fund, provided that the same conforms to the total amount pay-
able as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any Call
Option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall deliver or cause the Administrator to deliver
to the Custodian a Certificate specifying with respect to such
Call Option: (a) the Series to which such Call Option was spe-
cifically allocated; (b) the name of the issuer and the title
and number of shares subject to the Call Option; (c) the expi-
ration date; (d) the date of exercise and settlement; (e) the
exercise price per share; (f) the total amount to be paid by
the Fund upon such exercise; and (g) the name of the Clearing
Member through whom such Call Option was exercised. The Cus-
todian shall, upon receipt of the Securities underlying the
Call Option which was exercised, pay out of the moneys held
for the account of the Series to which such Call Option was
specifically allocated the total amount payable to the Clear-
ing Member through whom the Call Option was exercised, pro-
vided that the same conforms to the total amount payable as
set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall deliver or cause the Administrator to deliver
to the Custodian a Certificate specifying with respect to such
Put Option: (a) the Series to which such Put Option was spe-
cifically allocated; (b) the name of the issuer and the title
and number of shares subject to the Put Option; (c) the expi-
ration date; (d) the date of exercise and settlement; (e) the
exercise price per share; (f) the total amount to be paid to
the Fund upon such exercise; and (g) the name of the Clearing
Member through whom such Put Option was exercised. The Custo-
dian shall, upon receipt of the amount payable upon the exer-
cise of the Put Option, deliver or direct the Depository to
deliver the Securities specifically allocated to such Series,
provided the same conforms to the amount payable to the Fund
as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock
Index Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver or cause the Administrator to
deliver to the Custodian a Certificate specifying with respect
to such Stock Index Option: (a) the Series to which such Stock
Index Option was specifically allocated; (b) the type of Stock
Index Option (put or call); (c) the number of Options being
exercised; (d) the stock index to which such Option relates;
(e) the expiration date; (f) the exercise price; (g) the total
amount to be received by the Fund in connection with such ex-
ercise; and (h) the Clearing Member from whom such payment is
to be received.
6. Whenever the Fund writes a Covered Call Option, the
Fund shall deliver or cause the Administrator to deliver to
the Custodian a Certificate specifying with respect to such
Covered Call Option: (a) the Series for which such Covered
Call Option was written; (b) the name of the issuer and the
title and number of shares for which the Covered Call Option
was written and which underlie the same; (c) the expiration
date; (d) the exercise price; (e) the premium to be received
by the Fund; (f) the date such Covered Call Option was writ-
ten; and (g) the name of the Clearing Member through whom the
premium is to be received. The Custodian shall deliver or
cause to be delivered, in exchange for receipt of the premium
specified in the Certificate with respect to such Covered Call
Option, such receipts as are required in accordance with the
customs prevailing among Clearing Members dealing in Covered
Call Options and shall impose, or direct the Depository to
impose, upon the underlying Securities specified in the Cer-
tificate specifically allocated to such Series such restric-
tions as may be required by such receipts. Notwithstanding
the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refuse to issue any
receipts for Securities in the possession of the Custodian and
not deposited with the Depository underlying a Covered Call
Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall deliver or cause the Administrator
to deliver to the Custodian a Certificate instructing the Cus-
todian to deliver, or to direct the Depository to deliver, the
Securities subject to such Covered Call Option and specifying:
(a) the Series for which such Covered Call Option was written;
(b) the name of the issuer and the title and number of shares
subject to the Covered Call Option; (c) the Clearing Member to
whom the underlying Securities are to be delivered; and (d)
the total amount payable to the Fund upon such delivery. Upon
the return and/or cancellation of any receipts delivered pur-
suant to paragraph 6 of this Article, the Custodian shall de-
liver, or direct the Depository to deliver, the underlying
Securities as specified in the Certificate against payment of
the amount to be received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall deliver or cause the Administrator to deliver to the
Custodian a Certificate specifying with respect to such Put
Option: (a) the Series for which such Put Option was written;
(b) the name of the issuer and the title and number of shares
for which the Put Option is written and which underlie the
same; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund; (f) the date such Put Op-
tion is written; (g) the name of the Clearing Member through
whom the premium is to be received and to whom a Put Option
guarantee letter is to be delivered; (h) the amount of cash,
and/or the amount and kind of Securities, if any, specifically
allocated to such Series to be deposited in the Senior Secu-
rity Account for such Series; and (i) the amount of cash
and/or the amount and kind of Securities specifically al-
located to such Series to be deposited into the Collateral
Account for such Series. The Custodian shall, after making
the deposits into the Collateral Account specified in the Cer-
tificate, issue a Put Option guarantee letter substantially in
the form utilized by the Custodian on the date hereof, and
deliver the same to the Clearing Member specified in the Cer-
tificate against receipt of the premium specified in said Cer-
tificate. Notwithstanding the foregoing, the Custodian shall
be under no obligation to issue any Put Option guarantee let-
ter or similar document if it is unable to make any of the
representations contained therein.
9. Whenever a Put Option written by the Fund and de-
scribed in the preceding paragraph is exercised, the Fund
shall deliver or cause the Administrator to deliver to the
Custodian a Certificate specifying: (a) the Series to which
such Put Option was written; (b) the name of the issuer and
title and number of shares subject to the Put Option; (c) the
Clearing Member from whom the underlying Securities are to be
received; (d) the total amount payable by the Fund upon such
delivery; (e) the amount of cash and/or the amount and kind of
Securities specifically allocated to such Series to be with-
drawn from the Collateral Account for such Series and (f) the
amount of cash and/or the amount and kind of Securities, spe-
cifically allocated to such Series, if any, to be withdrawn
from the Senior Security Account. Upon the return and/or
cancellation of any Put Option guarantee letter or similar
document issued by the Custodian in connection with such Put
Option, the Custodian shall pay out of the moneys held for the
account of the Series to which such Put Option was specifi-
cally allocated the total amount payable to the Clearing Mem-
ber specified in the Certificate as set forth in such Certifi-
cate against delivery of such Securities, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the
Fund shall deliver or cause the Administrator to deliver to
the Custodian a Certificate specifying with respect to such
Stock Index Option: (a) the Series for which such Stock Index
Option was written; (b) whether such Stock Index Option is a
put or a call; (c) the number of options written; (d) the
stock index to which such Option relates; (e) the expiration
date; (f) the exercise price; (g) the Clearing Member through
whom such Option was written; (h) the premium to be received
by the Fund; (i) the amount of cash and/or the amount and kind
of Securities, if any, specifically allocated to such Series
to be deposited in the Senior Security Account for such Se-
ries; (j) the amount of cash and/or the amount and kind of
Securities, if any, specifically allocated to such Series to
be deposited in the Collateral Account for such Series; and
(k) the amount of cash and/or the amount and kind of Securi-
ties, if any, specifically allocated to such Series to be de-
posited in a Margin Account, and the name in which such ac-
count is to be or has been established. The Custodian shall,
upon receipt of the premium specified in the Certificate, make
the deposits, if any, into the Senior Security Account speci-
fied in the Certificate, and either (1) deliver such receipts,
if any, which the Custodian has specifically agreed to issue,
which are in accordance with the customs prevailing among
Clearing Members in Stock Index Options and make the deposits
into the Collateral Account specified in the Certificate, or
(2) make the deposits into the Margin Account specified in the
Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall deliver or cause the Administrator
to deliver to the Custodian a Certificate specifying with re-
spect to such Stock Index Option: (a) the Series for which
such Stock Index Option was written; (b) such information as
may be necessary to identify the Stock Index Option being ex-
ercised; (c) the Clearing Member through whom such Stock Index
Option is being exercised; (d) the total amount payable upon
such exercise, and whether such amount is to be paid by or to
the Fund; (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Margin Account;
and (f) the amount of cash and/or amount and kind of Securi-
ties, if any, to be withdrawn from the Senior Security Account
for such Series; and the amount of cash and/or the amount and
kind of Securities, if any, to be withdrawn from the Col-
lateral Account for such Series. Upon the return and/or can-
cellation of the receipt, if any, delivered pursuant to the
preceding paragraph of this Article, the Custodian shall pay
out of the moneys held for the account of the Series to which
such Stock Index Option was specifically allocated to the
Clearing Member specified in the Certificate the total amount
payable, if any, as specified therein.
12. Whenever the Fund purchases any Option identical to
a previously written Option described in paragraphs, 6, 8 or
10 of this Article in a transaction expressly designated as a
"Closing Purchase Transaction" in order to liquidate its posi-
tion as a writer of an Option, the Fund shall deliver or cause
the Administrator to deliver to the Custodian a Certificate
specifying with respect to the Option being purchased: (a)
that the transaction is a Closing Purchase Transaction; (b)
the Series for which the Option was written; (c) the name of
the issuer and the title and number of shares subject to the
Option, or, in the case of a Stock Index Option, the stock
index to which such Option relates and the number of Options
held; (d) the exercise price; (e) the premium to be paid by
the Fund; (f) the expiration date; (g) the type of Option (put
or call); (h) the date of such purchase; (i) the name of the
Clearing Member to whom the premium is to be paid; and (j) the
amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Collateral Account, a specified
Margin Account, or the Senior Security Account for such Se-
ries. Upon the Custodian's payment of the premium and the
return and/or cancellation of any receipt issued pursuant to
paragraphs 6, 8 or 10 of this Article with respect to the Op-
tion being liquidated through the Closing Purchase Transac-
tion, the Custodian shall remove, or direct the Depository to
remove, the previously imposed restrictions on the Securities
underlying the Call Option.
13. Upon the expiration, exercise or consummation of a
Closing Purchase Transaction with respect to any Option pur-
chased or written by the Fund and described in this Article,
the Custodian shall delete such Option from the statements
delivered to the Fund pursuant to paragraph 3 Article III
herein, and upon the return and/or cancellation of any re-
ceipts issued by the Custodian, shall make such withdrawals
from the Collateral Account, and the Margin Account and/or the
Senior Security Account as may be specified in a Certificate
received in connection with such expiration, exercise, or con-
summation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures Con-
tract, the Fund shall deliver or cause the Administrator to
deliver to the Custodian a Certificate specifying with respect
to such Futures Contract, (or with respect to any number of
identical Futures Contract(s)): (a) the Series for which the
Futures Contract is being entered; (b) the category of Futures
Contract (the name of the underlying stock index or financial
instrument); (c) the number of identical Futures Contracts
entered into; (d) the delivery or settlement date of the Fu-
tures Contract(s); (e) the date the Futures Contract(s) was
(were) entered into and the maturity date; (f) whether the
Fund is buying (going long) or selling (going short) on such
Futures Contract(s); (g) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in the Senior
Security Account for such Series; (h) the name of the broker,
dealer, or futures commission merchant through whom the Fu-
tures Contract was entered into; and (i) the amount of fee or
commission, if any, to be paid and the name of the broker,
dealer, or futures commission merchant to whom such amount is
to be paid. The Custodian shall make the deposits, if any, to
the Margin Account in accordance with the terms and conditions
of the Margin Account Agreement. The Custodian shall make
payment out of the moneys specifically allocated to such Se-
ries of the fee or commission, if any, specified in the Cer-
tificate and deposit in the Senior Security Account for such
Series the amount of cash and/or the amount and kind of Secu-
rities specified in said Certificate.
2. (a) Any variation margin payment or similar payment
required to be made by the Fund to a broker, dealer, or fu-
tures commission merchant with respect to an outstanding Fu-
tures Contract, shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar payment
from a broker, dealer, or futures commission merchant to the
Fund with respect to an outstanding Futures Contract, shall be
received and dealt with by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement
is made on such Futures Contract, the Fund shall deliver or
cause the Administrator to deliver to the Custodian a Certifi-
cate specifying: (a) the Futures Contract and the Series to
which the same relates; (b) with respect to a Stock Index Fu-
tures Contract, the total cash settlement amount to be paid or
received, and with respect to a Financial Futures Contract,
the Securities and/or amount of cash to be delivered or re-
ceived; (c) the broker, dealer, or futures commission merchant
to or from whom payment or delivery is to be made or received;
and (d) the amount of cash and/or Securities to be withdrawn
from the Senior Security Account for such Series. The Custo-
dian shall make the payment or delivery specified in the Cer-
tificate, and delete such Futures Contract from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein.
4. Whenever the Fund shall enter into a Futures Con-
tract to offset a Futures Contract held by the Custodian here-
under, the Fund shall deliver or cause the Administrator to
deliver to the Custodian a Certificate specifying: (a) the
items of information required in a Certificate described in
paragraph 1 of this Article, and (b) the Futures Contract be-
ing offset. The Custodian shall make payment out of the money
specifically allocated to such Series of the fee or commis-
sion, if any, specified in the Certificate and delete the Fu-
tures Contract being offset from the statements delivered to
the Fund pursuant to paragraph 3 of Article III herein, and
make such withdrawals from the Senior Security Account for
such Series as may be specified in such Certificate. The with-
drawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and condi-
tions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract
Option by the Fund, the Fund shall deliver or cause the Admin-
istrator to deliver to the Custodian a Certificate specifying
with respect to such Futures Contract Option: (a) the Series
to which such Option is specifically allocated; (b) the type
of Futures Contract Option (put or call); (c) the type of Fu-
tures Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures Con-
tract Option purchased; (d) the expiration date; (e) the exer-
cise price; (f) the dates of purchase and settlement; (g) the
amount of premium to be paid by the Fund upon such purchase;
(h) the name of the broker or futures commission merchant
through whom such option was purchased; and (i) the name of
the broker, or futures commission merchant, to whom payment is
to be made. The Custodian shall pay out of the moneys spe-
cifically allocated to such Series, the total amount to be
paid upon such purchase to the broker or futures commissions
merchant through whom the purchase was made, provided that the
same conforms to the amount set forth in such Certificate.
2. Promptly after the sale of any Futures Contract Op-
tion purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver or cause the Administrator to deliver to
the Custodian a Certificate specifying with respect to each
such sale: (a) Series to which such Futures Contract Option
was specifically allocated; (b) the type of Future Contract
Option (put or call); (c) the type of Futures Contract and
such other information as may be necessary to identify the
Futures Contract underlying the Futures Contract Option; (d)
the date of sale; (e) the sale price; (f) the date of settle-
ment; (g) the total amount payable to the Fund upon such sale;
and (h) the name of the broker of futures commission merchant
through whom the sale was made. The Custodian shall consent
to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the
Fund pursuant to paragraph 1 is exercised by the Fund, the
Fund shall deliver or cause the Administrator to deliver to
the Custodian a Certificate specifying: (a) the Series to
which such Futures Contract Option was specifically allocated;
(b) the particular Futures Contract Option (put or call) being
exercised; (c) the type of Futures Contract underlying the
Futures Contract Option; (d) the date of exercise; (e) the
name of the broker or futures commission merchant through whom
the Futures Contract Option is exercised; (f) the net total
amount, if any, payable by the Fund; (g) the amount, if any,
to be received by the Fund; and (h) the amount of cash and/or
the amount and kind of Securities to be deposited in the Se-
nior Security Account for such Series. The Custodian shall
make, out of the moneys and Securities specifically allocated
to such Series, the payments, if any, and the deposits, if
any, into the Senior Security Account as specified in the Cer-
tificate. The deposits, if any, to be made to the Margin Ac-
count shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option,
the Fund shall deliver or cause the Administrator to deliver
to the Custodian a Certificate specifying with respect to such
Futures Contract Option: (a) the Series for which such Futures
Contract Option was written; (b) the type of Futures Contract
Option (put or call); (c) the type of Futures Contract and
such other information as may be necessary to identify the
Futures Contract underlying the Futures Contract Option; (d)
the expiration date; (e) the exercise price; (f) the premium
to be received by the Fund; (g) the name of the broker or fu-
tures commission merchant through whom the premium is to be
received; and (h) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Senior Se-
curity Account for such Series. The Custodian shall, upon
receipt of the premium specified in the Certificate, make out
of the moneys and Securities specifically allocated to such
Series the deposits into the Senior Security Account, if any,
as specified in the Certificate. The deposits, if any, to be
made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall deliver or
cause the Administrator to deliver to the Custodian a Certifi-
cate specifying: (a) the Series to which such Futures Contract
Option was specifically allocated; (b) the particular Futures
Contract Option exercised; (c) the type of Futures Contract
underlying the Futures Contract Option; (d) the name of the
broker or futures commission merchant through whom such Fu-
tures Contract Option was exercised; (e) the net total amount,
if any, payable to the Fund upon such exercise; (f) the net
total amount, if any, payable by the Fund upon such exercise;
and (g) the amount of cash and/or the amount and kind of Secu-
rities to be deposited in the Senior Security Account for such
Series. The Custodian shall, upon its receipt of the net to-
tal amount payable to the Fund, if any, specified in such Cer-
tificate make the payments, if any, and the deposits, if any,
into the Senior Security Account as specified in the Certifi-
cate. The deposits, if any, to be made to the Margin Account
shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is written
by the Fund and which is a put is exercised, the Fund shall
deliver or cause the Administrator to deliver to the Custodian
a Certificate specifying: (a) the Series to which such Option
was specifically allocated; (b) the particular Futures Con-
tract Option exercised; (c) the type of Futures Contract un-
derlying such Futures Contract Option; (d) the name of the
broker or futures commission merchant through whom such Fu-
tures Contract Option is exercised; (e) the net total amount,
if any, payable to the Fund upon such exercise; (f) the net
total amount, if any, payable by the Fund upon such exercise;
and (g) the amount and kind of Securities and/or cash to be
withdrawn from or deposited in, the Senior Security Account
for such Series, if any. The Custodian shall, upon its re-
ceipt of the net total amount payable to the Fund, if any,
specified in the Certificate, make out of the moneys and Secu-
rities specifically allocated to such Series, the payments, if
any, and the deposits, if any, into the Senior Security Ac-
count as specified in the Certificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by
the Custodian in accordance with the terms and conditions of
the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Op-
tion described in this Article in order to liquidate its posi-
tion as a writer of such Futures Contract Option, the Fund
shall deliver or cause the Administrator to deliver to the
Custodian a Certificate specifying with respect to the Futures
Contract Option being purchased: (a) the Series to which such
Option is specifically allocated; (b) that the transaction is
a closing transaction; (c) the type of Future Contract and
such other information as may be necessary to identify the
Futures Contract underlying the Futures Option Contract; (d)
the exercise price; (e) the premium to be paid by the Fund;
(f) the expiration date; (g) the name of the broker or futures
commission merchant to whom the premium is to be paid; and (h)
the amount of cash and/or the amount and kind of Securities,
if any, to be withdrawn from the Senior Security Account for
such Series. The Custodian shall effect the withdrawals from
the Senior Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall
be made by the Custodian in accordance with the terms and con-
ditions of the Margin Account Agreement.
8. Upon the expiration, exercise, or consummation of a
closing transaction with respect to, any Futures Contract Op-
tion written or purchased by the Fund and described in this
Article, the Custodian shall (a) delete such Futures Contract
Option from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein and, (b) make such withdraw-
als from and/or in the case of an exercise such deposits into
the Senior Security Account as may be specified in a Certifi-
cate. The deposits to and/or withdrawals from the Margin Ac-
count, if any, shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Ar-
ticle shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sales by any Series of the
Fund, the Fund shall deliver or cause the Administrator to
deliver to the Custodian a Certificate specifying: (a) the
Series for which such short sale was made; (b) the name of the
issuer and the title of the Security; (c) the number of shares
or principal amount sold, and accrued interest or dividends,
if any; (d) the dates of the sale and settlement; (e) the sale
price per unit; (f) the total amount credited to the Fund upon
such sale, if any, (g) the amount of cash and/or the amount
and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has
been or is to be established; (h) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited in
a Senior Security Account, and (i) the name of the broker
through whom such short sale was made. The Custodian shall
upon its receipt of a statement from such broker confirming
such sale and that the total amount credited to the Fund upon
such sale, if any, as specified in the Certificate is held by
such broker for the account of the Custodian (or any nominee
of the Custodian) as custodian of the Fund, issue a receipt or
make the deposits into the Margin Account and the Senior Secu-
rity Account specified in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall deliver or cause the Administrator to
deliver to the Custodian a Certificate specifying with respect
to each such closing out: (a) the Series for which such
transaction is being made; (b) the name of the issuer and the
title of the Security; (c) the number of shares or the princi-
pal amount, and accrued interest or dividends, if any, re-
quired to effect such closing-out to be delivered to the bro-
ker; (d) the dates of closing-out and settlement; (e) the pur-
chase price per unit; (f) the net total amount payable to the
Fund upon such closing-out; (g) the net total amount payable
to the broker upon such closing-out; (h) the amount of cash
and the amount and kind of Securities to be withdrawn, if any,
from the Margin Account; (i) the amount of cash and/or the
amount and kind of Securities, if any, to be withdrawn from
the Senior Security Account; and (j) the name of the broker
through whom the Fund is effecting such closing-out. The Cus-
todian shall, upon receipt of the net total amount payable to
the Fund upon such closing-out, and the return and/or cancel-
lation of the receipts, if any, issued by the Custodian with
respect to the short sale being closed-out, pay out of the
moneys held for the account of the Fund to the broker the net
total amount payable to the broker, and make the withdrawals
from the Margin Account and the Senior Security Account, as
the same are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters a Reverse Repurchase
Agreement with respect to Securities and money held by the
Custodian hereunder, the Fund shall deliver or cause the Ad-
ministrator to deliver to the Custodian a Certificate, or in
the event such Reverse Repurchase Agreement is a Money Market
Security, a Certificate or Oral Instructions specifying: (a)
the Series for which the Reverse Repurchase Agreement is en-
tered; (b) the total amount payable to the Fund in connection
with such Reverse Repurchase Agreement and specifically al-
located to such Series; (c) the broker or dealer through or
with whom the Reverse Repurchase Agreement is entered; (d) the
amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (e) the date of such Reverse Repurchase
Agreement; and (f) the amount of cash and/or the amount and
kind of Securities, if any, specifically allocated to such
Series to be deposited in a Senior Security Account for such
Series in connection with such Reverse Repurchase Agreement.
The Custodian shall, upon receipt of the total amount payable
to the Fund specified in the Certificate or Oral Instructions
make the delivery to the broker or dealer, and the deposits,
if any, to the Senior Security Account, specified in such Cer-
tificate or Oral Instructions.
2. Upon the termination of a Reverse Repurchase Agree-
ment described in preceding paragraph 1 of this Article, the
Fund shall deliver or cause the Administrator to deliver a
Certificate or, in the event such Reverse Repurchase Agreement
is a Money Market Security, a Certificate or Oral Instructions
to the Custodian specifying: (a) the Reverse Repurchase Agree-
ment being terminated and the Series for which same was en-
tered; (b) the total amount payable by the Fund in connection
with such termination; (c) the amount and kind of Securities
to be received by the Fund and specifically allocated to such
Series in connection with such termination; (d) the date of
termination; (e) the name of the broker or dealer with or
through whom the Reverse Repurchase Agreement is to be termi-
nated; and (f) the amount of cash and/or the amount and kind
of Securities to be withdrawn from the Senior Securities Ac-
count for such Series. The Custodian shall, upon receipt of
the amount and kind of Securities to be received by the Fund
specified in the Certificate or Oral Instructions, make the
payment to the broker or dealer, and the withdrawals, if any,
from the Senior Security Account, specified in such Certifi-
cate or Oral Instructions.
ARTICLE X
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. Promptly after each loan of portfolio Securities
specifically allocated to a Series held by the Custodian here-
under, the Fund shall deliver or cause the Administrator to
deliver to the Custodian a Certificate specifying with respect
to each such loan: (a) the Series to which the loaned Securi-
ties are specifically allocated; (b) the name of the issuer
and the title of the Securities, (c) the number of shares or
the principal amount loaned, (d) the date of loan and deliv-
ery, (e) the total amount to be delivered to the Custodian
against the loan of the Securities, including the amount of
cash collateral and the premium, if any, separately identi-
fied, and (f) the name of the broker, dealer, or financial
institution to which the loan was made. The Custodian shall
deliver the Securities thus designated to the broker, dealer
or financial institution to which the loan was made upon re-
ceipt of the total amount designated as to be delivered
against the loan of Securities. The Custodian may accept pay-
ment in connection with a delivery otherwise than through the
Book-Entry System or Depository only in the form of a certi-
fied or bank cashier's check payable to the order of the Fund
or the Custodian drawn on New York Clearing House funds and
may deliver Securities in accordance with the customs prevail-
ing among dealers in securities.
2. Promptly after each termination of the loan of Secu-
rities by the Fund, the Fund shall deliver or cause the Admin-
istrator to deliver to the Custodian a Certificate specifying
with respect to each such loan termination and return of Secu-
rities: (a) the Series to which the loaned Securities are
specifically allocated; (b) the name of the issuer and the
title of the Securities to be returned, (c) the number of
shares or the principal amount to be returned, (d) the date of
termination, (e) the total amount to be delivered by the Cus-
todian (including the cash collateral for such Securities mi-
nus any offsetting credits as described in said Certificate),
and (f) the name of the broker, dealer, or financial institu-
tion from which the Securities will be returned. The Custo-
dian shall receive all Securities returned from the broker,
dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys
held for the account of the Fund, the total amount payable
upon such return of Securities as set forth in the Certifi-
cate.
ARTICLE XI
CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY
ACCOUNTS, AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Senior Security Account as
specified in a Certificate received by the Custodian. Such
Certificate shall specify the Series for which such deposit or
withdrawal is to be made and the amount of cash and/or the
amount and kind of Securities specifically allocated to such
Series to be deposited in, or withdrawn from, such Senior
Security Account for such Series. In the event the
Certificate fails to specify the Series, the name of the
issuer, the title and the number of shares or the principal
amount of any particular Securities to be deposited by the
Custodian into, or withdrawn from, a Senior Securities Ac-
count, the Custodian shall be under no obligation to make any
such deposit or withdrawal and shall so notify the
Administrator.
2. The Custodian shall make deliveries or payments from
a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose ben-
efit, the account was established as specified in the Margin
Account Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Mar-
gin Account shall be dealt with in accordance with the terms
and conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and secu-
rity interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In ac-
cordance with applicable law the Custodian may enforce its
lien and realize on any such property whenever the Custodian
has made payment or delivery pursuant to any Put Option guar-
antee letter or similar document or any receipt issued hereun-
der by the Custodian. In the event the Custodian should real-
ize on any such property net proceeds which are less than the
Custodian's obligations under any Put Option guarantee letter
or similar document or any receipt, such deficiency shall be a
debt owed the Custodian by the Fund within the scope of Ar-
ticle XIV herein.
5. On each business day the Custodian shall furnish the
Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close
of business on the previous business day: (a) the name of the
Margin Account; (b) the amount and kind of Securities held
therein; and (c) the amount of money held therein. The Custo-
dian shall make available upon request to any broker, dealer,
or futures commission merchant specified in the name of a Mar-
gin Account a copy of the statement furnished the Fund with
respect to such Margin Account.
6. Promptly after the close of business on each busi-
ness day in which cash and/or Securities are maintained in a
Collateral Account for any Series, the Custodian shall furnish
the Administrator with a statement with respect to such Col-
lateral Account specifying the amount of cash and/or the
amount and kind of Securities held therein. No later than the
close of business next succeeding the delivery to the Fund of
such statement, the Fund shall deliver or cause the Adminis-
trator to deliver to the Custodian a Certificate specifying
the then market value of the Securities described in such
statement. In the event such then market value is indicated
to be less than the Custodian's obligation with respect to any
outstanding Put Option guarantee letter or similar document,
the Fund shall promptly specify or cause the Administrator to
promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to
eliminate such deficiency.
ARTICLE XII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall deliver or cause the Administrator to
deliver to the Custodian a copy of the resolution of the Board
of Directors of the Fund, certified by the Secretary, the
Clerk, any Assistant Secretary or any Assistant Clerk, either
(i) setting forth with respect to the Series specified therein
the date of the declaration of a dividend or distribution, the
date of payment thereof, the record date as of which share-
holders entitled to payment shall be determined, the amount
payable per Share of such Series to the shareholders of record
as of that date and the total amount payable to the Dividend
Agent and any sub-dividend agent or co-dividend agent of the
Fund on the payment date, or (ii) authorizing with respect to
the Series specified therein the declaration of dividends and
distributions on a daily basis and authorizing the Custodian
to rely on Oral Instructions or a Certificate setting forth
the date of the declaration of such dividend or distribution,
the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the
amount payable per Share of such Series to the shareholders of
record as of that date and the total amount payable to the
Dividend Agent on the payment date.
2. Upon the payment date specified in such resolution,
Oral Instructions or Certificate, as the case may be, the Cus-
todian shall pay out of the moneys held for the account of
each Series the total amount payable to the Dividend Agent and
any sub-dividend agent or co-dividend agent of the Fund with
respect to such Series.
ARTICLE XIII
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any Shares, it shall
deliver or cause the Administrator to deliver to the Custodian
a Certificate duly specifying:
(a) The Series, the number of Shares sold, trade
date, and price; and
(b) The amount of money to be received by the Cus-
todian for the sale of such Shares and specifically allocated
to the separate account in the name of such Series.
2. Upon receipt of such money from the Transfer Agent,
the Custodian shall credit such money to the separate account
in the name of the Series for which such money was received.
3. Upon issuance of any Shares of any Series described
in the foregoing provisions of this Article, the Custodian
shall pay, out of the money held for the account of such Se-
ries, all original issue or other taxes required to be paid by
the Fund in connection with such issuance upon the receipt of
a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
desires the Custodian to make payment out of the money held by
the Custodian hereunder in connection with a redemption of any
Shares, it shall deliver or cause the Administrator to deliver
to the Custodian a Certificate specifying:
(a) The number and Series of Shares redeemed; and
(b) The amount to be paid for such Shares.
5. Upon receipt from the Transfer Agent of an advice
setting forth the Series and number of Shares received by the
Transfer Agent for redemption and that such Shares are in good
form for redemption, the Custodian shall make payment to the
Transfer Agent out of the moneys held in the separate account
in the name of the Series the total amount specified in the
Certificate delivered pursuant to the foregoing paragraph 4 of
this Article.
6. Notwithstanding the above provisions regarding the
redemption of any Shares, whenever any Shares are redeemed
pursuant to any check redemption privilege which may from time
to time be offered by the Fund, the Custodian, unless other-
wise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the re-
demption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part
of such check redemption privilege out of the moneys held in
the separate account of the Series of the Shares being re-
deemed.
ARTICLE XIV
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian, should in its sole discretion ad-
vance funds on behalf of any Series which results in an over-
draft because the moneys held by the Custodian in the separate
account for such Series shall be insufficient to pay the total
amount payable upon a purchase of Securities specifically al-
located to such Series, as set forth in a Certificate or Oral
Instructions, or which results in an overdraft in the separate
account of such Series for some other reason, or if the Fund
is for any other reason indebted to the Custodian with respect
to a Series, including any indebtedness to The Bank of New
York under the Fund's Cash Management and Related Services
Agreement, (except a borrowing for investment or for temporary
or emergency purposes using Securities as collateral pursuant
to a separate agreement and subject to the provisions of para-
graph 2 of this Article), such overdraft or indebtedness shall
be deemed to be a loan made by the Custodian to the Fund for
such Series payable on demand and shall bear interest from the
date incurred at a rate per annum (based on a 360-day year for
the actual number of days involved) equal to 1% over the
average federal funds rate as computed from the Federal
Reserve Bank of New York's daily determination of the
effective rate for federal funds, such rate to be adjusted
daily to reflect any change in such federal funds rate. In
addition, the Fund hereby agrees that the Custodian shall have
a continuing lien and security interest in and to any property
specifically allocated to such Series at any time held by it
for the benefit of such Series or in which the Fund may have
an interest which is then in the Custodian's possession or
control or in possession or control of any third party acting
in the Custodian's behalf. The Fund authorizes the Custodian,
in its sole discretion, at any time to charge any such
overdraft or indebtedness together with interest due thereon
against any balance of account standing to such Series' credit
on the Custodian's books. In addition, the Fund hereby
covenants that on each Business Day on which either it intends
to enter a Reverse Repurchase Agreement and/or otherwise
borrow from a third party, or which next succeeds a Business
Day on which at the close of business the Fund had outstanding
a Reverse Repurchase Agreement or such a borrowing, it shall
prior to 9 a.m., New York City time, advise the Custodian, in
writing, of each such borrowing, shall specify the Series to
which the same relates, and shall not incur any indebtedness
not so specified other than from the Custodian.
2. The Fund will cause to be delivered to the Custodian
by any bank (including, if the borrowing is pursuant to a
separate agreement, the Custodian) from which it borrows money
for investment or for temporary or emergency purposes using
Securities held by the Custodian hereunder as collateral for
such borrowings, a notice or undertaking in the form currently
employed by any such bank setting forth the amount which such
bank will loan to the Fund against delivery of a stated amount
of collateral. The Fund shall promptly deliver to the Custo-
dian a Certificate specifying with respect to each such bor-
rowing: (a) the Series to which such borrowing relates; (b)
the name of the bank, (c) the amount and terms of the borrow-
ing, which may be set forth by incorporating by reference an
attached promissory note, duly endorsed by the Fund, or other
loan agreement, (d) the time and date, if known, on which the
loan is to be entered into, (e) the date on which the loan
becomes due and payable, (f) the total amount payable to the
Fund on the borrowing date, (g) the market value of Securities
to be delivered as collateral for such loan, including the
name of the issuer, the title and the number of shares or the
principal amount of any particular Securities, and (h) a
statement specifying whether such loan is for investment pur-
poses or for temporary or emergency purposes and that such
loan is in conformance with the Investment Company Act of 1940
and the Fund's prospectus. The Custodian shall deliver on the
borrowing date specified in a Certificate the specified col-
lateral and the executed promissory note, if any, against de-
livery by the lending bank of the total amount of the loan
payable, provided that the same conforms to the total amount
payable as set forth in the Certificate. The Custodian may,
at the option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all rights
therein given the lending bank by virtue of any promissory
note or loan agreement. The Custodian shall deliver such Se-
curities as additional collateral as may be specified in a
Certificate to collateralize further any transaction described
in this paragraph. The Fund shall cause all Securities re-
leased from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to time
such return of collateral as may be tendered to it. In the
event that the Fund fails to specify in a Certificate the Se-
ries, the name of the issuer, the title and number of shares
or the principal amount of any particular Securities to be
delivered as collateral by the Custodian, the Custodian shall
not be under any obligation to deliver any Securities.
ARTICLE XV
TERMINAL LINK
1. At no time and under no circumstances shall the Ad-
ministrator on behalf of the Fund be obligated to have or uti-
lize the Terminal Link, and the provisions of this Article
shall apply if, but only if, the Fund in its sole and absolute
discretion directs the Administrator to utilize the Terminal
Link to transmit Certificates to the Custodian.
2. The Terminal Link shall be utilized by the Adminis-
trator on behalf of the Fund only for the purpose of providing
Certificates to the Custodian with respect to transactions
involving Securities or for the transfer of money to be ap-
plied to the payment of dividends, distributions or redemp-
tions of Fund Shares, and shall be utilized by the Custodian
only for the purpose of providing notices to the Administra-
tor. Such use shall commence only after the Fund shall have
delivered or caused the Administrator to have delivered to the
Custodian a Certificate substantially in the form of Exhibit D
and shall have established access codes. Each use of the Ter-
minal Link by the Administrator shall constitute a representa-
tion and warranty that the Terminal Link is being used only
for the purposes permitted hereby, that at least two Officers
have each utilized an access code, that such safekeeping pro-
cedures have been established, and that such use does not con-
travene the Investment Company Act of 1940, as amended, or the
rules or regulations thereunder.
3. The Administrator 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 Terminal Link, and the Custodian shall not be
responsible for the reliability or availability of any such
equipment or services.
4. The Fund and the Administrator acknowledges that any
data bases made available as part of, or through the Terminal
Link and any proprietary data, software, processes, informa-
tion and documentation (other than any such which are or be-
come part of the public domain or are legally required to be
made available to the public) (collectively, the "Informa-
tion"), are the exclusive and confidential property of the
Custodian. The Fund and the Administrator shall, and shall
cause others to which either discloses the Information, to
keep the Information confidential by using the same care and
discretion it uses with respect to its own confidential prop-
erty and trade secrets, and shall neither make nor permit any
disclosure without the express prior written consent of the
Custodian.
5. Upon termination of this Agreement for any reason,
the Fund and the Administrator shall return to the Custodian
any and all copies of the Information which are in its respec-
tive possession or under its respective control, or which ei-
ther distributed to third parties. The provisions of this
Article shall not affect the copyright status of any of the
Information which may be copyrighted and shall apply to all
Information whether or not copyrighted.
6. The Custodian reserves the right to modify the Ter-
minal Link from time to time without notice to the Fund or the
Administrator except that the Custodian shall give the Admin-
istrator notice not less than 75 days in advance of any modi-
fication which would materially adversely affect the
Administrator's operation, and the Administrator agrees that
the it shall not modify or attempt to modify the Terminal Link
without the Custodian's prior written consent. The Fund ac-
knowledges that any software or procedures provided the Fund
as part of the Terminal Link are the property of the Custodian
and, accordingly, the Administrator agrees that any modifica-
tions to the Terminal Link, whether by the Administrator, or
by the Custodian and whether with or without the Custodian's
consent, shall become the property of the Custodian.
7. Neither the Custodian nor any manufacturers and sup-
pliers it utilizes or the Fund utilizes in connection with the
Terminal Link makes any warranties or representations, express
or implied, in fact or in law, including but not limited to
warranties of merchantability and fitness for a particular
purpose.
8. The Administrator will cause its officers and em-
ployees to treat the authorization codes and the access codes
applicable to Terminal Link with extreme care, and the Fund
and the Administrator irrevocably authorizes the Custodian to
act in accordance with and rely on Certificates received by it
through the Terminal Link. The Fund and the Administrator
acknowledge that it is their respective responsibility to
assure that only Officers use the Terminal Link, and that
Custodian shall not be responsible nor liable for use of the
Terminal Link by persons other than such persons or Officers,
or by only a single Officer, nor for any alteration, omission,
or failure to promptly forward.
9. (a) Except as otherwise specifically provided in
Section 9(b) of this Article, the Custodian shall have no li-
ability for any losses, damages, injuries, claims, costs or
expenses arising out of or in connection with any failure,
malfunction or other problem relating to the Terminal Link
except for money damages suffered as the direct result of the
negligence of the Custodian in an amount not exceeding for any
incident $100,000 provided, however, that the Custodian shall
have no liability under this Section 9 if the Administrator
fails to comply with the provisions of Section 11.
(b) The Custodian's liability for its negligence in
executing or failing to execute a transfer of funds in
accordance with a Certificate received through Terminal Link
shall be only with respect to a transfer of funds which is not
made in accordance with such Certificate after such
Certificate shall have been duly acknowledged by the
Custodian, and shall be contingent upon the Administrator
complying with the provisions of Section 12 of this Article,
and shall be limited to (i) restoration of the principal
amount mistransferred, if and to the extent that the Custodian
would be required to make such restoration under applicable
law, and (ii) compensation for the loss of the use of the
mistransferred funds or the funds which were not transferred,
as the case may be, at a rate per annum equal to 1% over the
average federal funds rate as computed from the Federal
Reserve Bank of New York's daily determination of the effec-
tive rate for federal funds, for the period during which a
Fund has lost use of such funds. In no event shall the Custo-
dian have any liability for failing to execute in accordance
with a Certificate a transfer of funds where the Certificate
is received by the Custodian through Terminal Link other than
through the applicable transfer module for the particular in-
structions contained in such Certificate.
10. Without limiting the generality of the foregoing, in
no event shall the Custodian or any manufacturer or supplier
of its computer equipment, software or services relating to
the Terminal Link be responsible for any special, indirect,
incidental or consequential damages which the Fund or the Ad-
ministrator may incur or experience by reason of its use of
the Terminal Link even if the Custodian or any manufacturer or
supplier has been advised of the possibility of such damages,
nor with respect to the use of the Terminal Link shall the
Custodian or any such manufacturer or supplier be liable for
acts of God, or with respect to the following to the extent
beyond such person's reasonable control: machine or computer
breakdown or malfunction, interruption or malfunction of com-
munication facilities, labor difficulties or any other similar
or dissimilar cause.
11. The Fund shall cause the Administrator to notify the
Custodian of any errors, omissions or interruptions in, or
delay or unavailability of, the Terminal Link as promptly as
practicable, and in any event within 24 hours after the earli-
est of (i) discovery thereof, (ii) the Business Day on which
discovery should have occurred through the exercise of reason-
able care and (iii) in the case of any error, the date of ac-
tual receipt of the earliest notice which reflects such error,
it being agreed that discovery and receipt of notice may only
occur on a business day. The Custodian shall promptly advise
the Fund whenever the Custodian learns of any errors, omis-
sions or interruption in, or delay or unavailability of, the
Terminal Link.
12. The Custodian shall verify to the Administrator, by
use of the Terminal Link, receipt of each Certificate the Cus-
todian receives through the Terminal Link, and in the absence
of such verification the Custodian shall not be liable for any
failure to act in accordance with such Certificate and neither
the Fund nor the Administrator may claim that such Certificate
was received by the Custodian. Such verification, which may
occur after the Custodian has acted upon such Certificate,
shall be accomplished on the same day on which such
Certificate is received.
ARTICLE XVI
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES
1. The Custodian is authorized and instructed to
employ, as sub-custodian for each Series' Foreign Securities
(as such term is defined in paragraph (c)(1) of Rule 17f-5
under the Investment Company Act of 1940, as amended) and
other assets, the foreign banking institutions and foreign
securities depositories and clearing agencies designated on
Schedule I hereto ("Foreign Sub-Custodians") to carry out
their respective responsibilities in accordance with the terms
of the sub-custodian agreement between each such Foreign
Sub-Custodian and the Custodian, copies of which have been
previously delivered to the Fund and receipt of which is
hereby acknowledged (each such agreement, a "Foreign
Sub-Custodian Agreement"). Upon receipt of a Certificate,
together with a certified resolution substantially in the form
attached as Exhibit E of the Fund's Board of Directors, the
Fund may designate any additional foreign sub-custodian with
which the Custodian has an agreement for such entity to act as
the Custodian's agent, as its sub-custodian and any such
additional foreign sub-custodian shall be deemed added to
Schedule I. Upon receipt of a Certificate from the Fund, the
Custodian shall cease the employment of any one or more
Foreign Sub-Custodians for maintaining custody of the Fund's
assets and such Foreign Sub-Custodian shall be deemed deleted
from Schedule I.
2. Each Foreign Sub-Custodian Agreement shall be
substantially in the form previously delivered to the Fund and
will not be amended in a way that materially adversely affects
the Fund without the Fund's prior written consent.
3. The Custodian shall identify on its books as
belonging to each Series of the Fund the Foreign Securities of
such Series held by each Foreign Sub-Custodian. At the
election of the Fund, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claims by the
Fund or any Series against a Foreign Sub-Custodian as a
consequence of any loss, damage, cost, expense, liability or
claim sustained or incurred by the Fund or any Series if and
to the extent that the Fund or such Series has not been made
whole for any such loss, damage, cost, expense, liability or
claim.
4. Upon request of the Fund, the Custodian will,
consistent with the terms of the applicable Foreign
Sub-Custodian Agreement, use reasonable efforts to arrange for
the independent accountants of the Fund to be afforded access
to the books and records of any Foreign Sub-Custodian insofar
as such books and records relate to the performance of such
Foreign Sub-Custodian under its agreement with the Custodian
on behalf of the Fund.
5. The Custodian will supply to the Fund from time to
time, as mutually agreed upon, statements in respect of the
securities and other assets of each Series held by Foreign
Sub-Custodians, including but not limited to, an
identification of entities having possession of each Series'
Foreign Securities and other assets, and advices or
notifications of any transfers of Foreign Securities to or
from each custodial account maintained by a Foreign
Sub-Custodian for the Custodian on behalf of the Series.
6. The Custodian shall furnish annually to the Fund, as
mutually agreed upon, information concerning the Foreign
Sub-Custodians employed by the Custodian. Such information
shall be similar in kind and scope to that furnished to the
Fund in connection with the Fund's initial approval of such
Foreign Sub-Custodians and, in any event, shall include
information pertaining to (i) the Foreign Custodians'
financial strength, general reputation and standing in the
countries in which they are located and their ability to
provide the custodial services required, and (ii) whether the
Foreign Sub-Custodians would provide a level of safeguards for
safekeeping and custody of securities not materially different
form those prevailing in the United States. The Custodian
shall monitor the general operating performance of each
Foreign Sub-Custodian. The Custodian agrees that it will use
reasonable care in monitoring compliance by each Foreign
Sub-Custodian with the terms of the relevant Foreign
Sub-Custodian Agreement and that if it learns of any breach of
such Foreign Sub-Custodian Agreement believed by the Custodian
to have a material adverse effect on the Fund or any Series it
will promptly notify the Fund of such breach. The Custodian
also agrees to use reasonable and diligent efforts to enforce
its rights under the relevant Foreign Sub-Custodian Agreement.
7. The Custodian shall transmit promptly to the Fund
all notices, reports or other written information received
pertaining to the Fund's Foreign Securities, including without
limitation, notices of corporate action, proxies and proxy
solicitation materials.
8. Notwithstanding any provision of this Agreement to
the contrary, settlement and payment for securities received
for the account of any Series and delivery of securities
maintained for the account of such Series may be effected 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 the
purchaser thereof or to a dealer therefor (or an agent for
such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities
from such purchaser or dealer.
9. Notwithstanding any other provision in this
Agreement to the contrary, with respect to any losses or
damages arising out of or relating to any actions or omissions
of any Foreign Sub-Custodian the sole responsibility and
liability of the Custodian shall be to take appropriate action
at the Fund's expense to recover such loss or damage from the
Foreign Sub-Custodian. It is expressly understood and agreed
that the Custodian's sole responsibility and liability shall
be limited to amounts so recovered from the Foreign
Sub-Custodian.
ARTICLE XVII
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, or as provided in
Article XVI neither the Custodian nor its nominee shall be
liable for any loss or damage, including counsel fees, result-
ing from its action or omission to act or otherwise, either
hereunder or under any Margin Account Agreement, except for
any such loss or damage arising out of its own negligence or
willful misconduct. In no event shall the Custodian be liable
to the Fund or any third party for special, indirect or conse-
quential damages or lost profits or loss of business, arising
under or in connection with this Agreement, even if previously
informed of the possibility of such damages and regardless of
the form of action. The Custodian may, with respect to ques-
tions of law arising hereunder or under any Margin Account
Agreement, apply for and obtain the advice and opinion of
counsel to the Fund, at the Fund's expense or of its own
counsel, at its expense, and shall be fully protected with
respect to anything done or omitted by it in good faith in
conformity with such advice or opinion. The Custodian shall
be liable to the Fund for any loss or damage resulting from
the use of the Book-Entry System or any Depository arising by
reason of any negligence or willful misconduct on the part of
the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into,
and shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold, or written by or for the Fund, the legality
of the purchase, sale or writing thereof, or the propriety of
the amount paid or received therefor;
(b) The legality of the sale or redemption of any
Shares, or the propriety of the amount to be received or paid
therefor;
(c) The legality of the declaration or payment of
any dividend by the Fund;
(d) The legality of any borrowing by the Fund using
Securities as collateral;
(e) The legality of any loan of portfolio Securi-
ties, nor shall the Custodian be under any duty or obligation
to see to it that any cash collateral delivered to it by a
broker, dealer, or financial institution or held by it at any
time as a result of such loan of portfolio Securities of the
Fund is adequate collateral for the Fund against any loss it
might sustain as a result of such loan. The Custodian spe-
cifically, but not by way of limitation, shall not be under
any duty or obligation periodically to check or notify the
Fund that the amount of such cash collateral held by it for
the Fund is sufficient collateral for the Fund, but such duty
or obligation shall be the sole responsibility of the Fund.
In addition, the Custodian shall be under no duty or obliga-
tion to see that any broker, dealer or financial institution
to which portfolio Securities of the Fund are lent pursuant to
Article XIV of this Agreement makes payment to it of any divi-
dends or interest which are payable to or for the account of
the Fund during the period of such loan or at the termination
of such loan, provided, however, that the Custodian shall
promptly notify the Fund in the event that such dividends or
interest are not paid and received when due; or
(f) The sufficiency or value of any amounts of
money and/or Securities held in any Margin Account, Senior
Security Account or Collateral Account in connection with
transactions by the Fund. In addition, the Custodian shall be
under no duty or obligation to see that any broker, dealer,
futures commission merchant or Clearing Member makes payment
to the Fund of any variation margin payment or similar payment
which the Fund may be entitled to receive from such broker,
dealer, futures commission merchant or Clearing Member, to see
that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the
amount the Fund is entitled to receive, or to notify the Fund
of the Custodian's receipt or non-receipt of any such pay-
ment.
3. The Custodian shall not be liable for, or considered
to be the Custodian of, any money, whether or not represented
by any check, draft, or other instrument for the payment of
money, received by it on behalf of the Fund until the Custo-
dian actually receives and collects such money directly or by
the final crediting of the account representing the Fund's
interest at the Book-Entry System or the Depository.
Notwithstanding the foregoing, the Custodian shall be
considered the custodian of such check, draft, or other
instrument until the same is placed in the collection process.
4. The Custodian shall have no responsibility and shall
not be liable for ascertaining or acting upon any calls, con-
versions, exchange offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely no-
tice from the Depository. In no event shall the Custodian
have any responsibility or liability for the failure of the
Depository to collect, or for the late collection or late
crediting by the Depository of any amount payable upon Securi-
ties deposited in the Depository which may mature or be re-
deemed, retired, called or otherwise become payable. However,
upon receipt of a Certificate from the Fund of an overdue
amount on Securities held in the Depository the Custodian
shall make a claim against the Depository on behalf of the
Fund, except that the Custodian shall not be under any obliga-
tion to appear in, prosecute or defend any action suit or pro-
ceeding in respect to any Securities held by the Depository
which in its opinion may involve it in expense or liability,
unless indemnity satisfactory to it against all expense and
liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or obliga-
tion to take action to effect collection of any amount due to
the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent
of the Fund of any amount paid by the Custodian to the Trans-
fer Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or obliga-
tion to take action to effect collection of any amount if the
Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action
by a Certificate and (ii) it shall be assured to its satisfac-
tion of reimbursement of its costs and expenses in connection
with any such action.
7. The Custodian may in addition to the employment of
Foreign Sub-Custodians pursuant to Article XVI appoint one or
more banking institutions as Depository or Depositories, as
Sub-Custodian or Sub-Custodians, or as Co-Custodian or
Co-Custodians including, but not limited to, banking institu-
tions located in foreign countries, of Securities and moneys
at any time owned by the Fund, upon such terms and conditions
as may be approved in a Certificate or contained in an agree-
ment executed by the Custodian, the Fund and the appointed
institution.
8. The Custodian shall not be under any duty or obliga-
tion
(a) to ascertain whether any Securities at any time de-
livered to, or held by it or by any Foreign Sub-Custodian, for
the account of the Fund and specifically allocated to a Series
are such as properly may be held by the Fund or such Series
under the provisions of its then current prospectus, or
(b) to ascertain whether any transactions by the Fund,
whether or not involving the Custodian, are such transactions as
may properly be engaged in by the Fund.
9. The Custodian shall be entitled to receive and the
Fund agrees to pay to the Custodian all out-of-pocket expenses
and such compensation as may be agreed upon from time to time
between the Custodian and the Fund. The Fund represents that
the Administrator has agreed to pay such compensation and ex-
penses promptly upon receipt of statements therefor, and
hereby directs the Custodian to (i) send all statements for
compensation to its attention care of Fund/Plan at the
following address: Fund/Plan Services, Inc., 2 W. Elm Street,
Conshohocken, PA 19428, Attention: Mr. Elmer Gardner, Senior
Vice President, and (ii) accept all payments made by Fund/Plan
in the Fund's name as if such payments were made directly by
the Fund. The Fund shall pay to Fund/Plan fees for services
(including custodian services provided by the Custodian) in
accordance with the Administration Agreement. The Custodian's
compensation for services rendered hereunder is set forth in a
separate agreement between the Custodian and Fund/Plan.
Should Fund/Plan fail to pay or remit such compensation to the
Custodian, the Custodian will be entitled to debit the Custody
Account directly for such compensation. The Custodian may
charge such compensation and any expenses with respect to a
Series incurred by the Custodian in the performance of its
duties pursuant to such agreement against any money
specifically allocated to such Series. Unless and until the
Fund or the Administrator instructs the Custodian by a
Certificate to apportion any loss, damage, liability or ex-
pense among the Series in a specified manner, the Custodian
shall also be entitled to charge against any money held by it
for the account of a Series such Series' pro rata share (based
on such Series net asset value at the time of the charge to
the aggregate net asset value of all Series at that time) of
the amount of any loss, damage, liability or expense, includ-
ing counsel fees, for which it shall be entitled to reimburse-
ment under the provisions of this Agreement. The expenses for
which the Custodian shall be entitled to reimbursement hereun-
der shall include, but are not limited to, the expenses of
sub-custodians and foreign branches of the Custodian incurred
in settling outside of New York City transactions involving
the purchase and sale of Securities of the Fund.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions actually received by the Custodian. The
Fund agrees to forward or cause the Administrator to forward
to the Custodian a Certificate or facsimile thereof confirming
such Oral Instructions in such manner so that such Certificate
or facsimile thereof is received by the Custodian, whether by
hand delivery, telecopier or other similar device, or other-
wise, by the close of business of the same day that such Oral
Instructions are given to the Custodian. The Fund agrees that
the fact that such confirming instructions are not received by
the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby au-
thorized by the Fund. The Fund agrees that the Custodian
shall incur no liability to the Fund in acting upon Oral In-
structions given to the Custodian hereunder concerning such
transactions provided such instructions reasonably appear to
have been received from an Officer.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian
and reasonably believed by the Custodian to be given in ac-
cordance with the terms and conditions of any Margin Account
Agreement. Without limiting the generality of the foregoing,
the Custodian shall be under no duty to inquire into, and
shall not be liable for, the accuracy of any statements or
representations contained in any such instrument or other no-
tice including, without limitation, any specification of any
amount to be paid to a broker, dealer, futures commission mer-
chant or Clearing Member.
12. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property
of the Fund. Such books and records shall be prepared and
maintained as required by the Investment Company Act of 1940,
as amended, and other applicable securities laws and rules and
regulations. The Fund, or the Fund's authorized representa-
tives, shall have access to such books and records during the
Custodian's normal business hours. Upon the reasonable re-
quest of the Fund, copies of any such books and records shall
be provided by the Custodian to the Fund or the Fund's autho-
rized representative, and the Fund shall reimburse the Custo-
dian its expenses of providing such copies. Upon reasonable
request of the Fund, the Custodian shall provide in hard copy
or on micro-film, whichever the Custodian elects, any records
included in any such delivery which are maintained by the Cus-
todian on a computer disc, or are similarly maintained, and
the Fund shall reimburse the Custodian for its expenses of
providing such hard copy or micro-film.
13. The Custodian shall provide the Fund with any report
obtained by the Custodian on the system of internal accounting
control of the Book-Entry System, the Depository or O.C.C.,
and with such reports on its own systems of internal account-
ing control as the Fund may reasonably request from time to
time.
14. The Fund agrees to indemnify the Custodian against
and save the Custodian harmless from all liability, claims,
losses and demands whatsoever, including attorney's fees, how-
soever arising or incurred because of or in connection with
this Agreement, including the Custodian's payment or
non-payment of checks pursuant to paragraph 6 of Article XIII
as part of any check redemption privilege program of the Fund,
except for any such liability, claim, loss and demand arising
out of the Custodian's own negligence or willful misconduct.
15. Subject to the foregoing provisions of this Agree-
ment, including, without limitation, those contained in Ar-
ticle XVI the Custodian may deliver and receive Securities,
and receipts with respect to such Securities, and arrange for
payments to be made and received by the Custodian in ac-
cordance with the customs prevailing from time to time among
brokers or dealers in such Securities. When the Custodian is
instructed to deliver Securities against payment, delivery of
such Securities and receipt of payment therefor may not be
completed simultaneously. The Fund assumes all responsibility
and liability for all credit risks involved in connection with
the Custodian's delivery of Securities pursuant to Certifi-
cates or instructions of the Fund or the Administrator which
responsibility and liability shall continue until final
payment in full has been received by the Custodian.
16. In the event the Custodian is advised by the Fund
that the Fund is no longer utilizing the services of the Ad-
ministrator, then the Custodian shall furnish or give to the
Fund the statements or notices described above as to be fur-
nished or given to the Administrator.
17. The Custodian shall have no duties or responsibili-
ties whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the Cus-
todian. Without limiting the generality of the foregoing, the
Custodian shall have no duties or responsibilities by reason
of any terms or provisions in the Administration Agreement,
and if such Administration Agreement shall cease to be in
effect the Custodian shall have no additional duties
hereunder.
ARTICLE XVIII
TERMINATION
1. Either of the parties hereto 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 giving of such
notice. In the event such notice is given by the Fund, it
shall be accompanied by a copy of a resolution of the Board of
Directors of the Fund, certified by the Secretary, the Clerk,
any Assistant Secretary or any Assistant Clerk, electing to
terminate this Agreement and designating a successor custodian
or custodians, each of which shall be a bank or trust company
having not less than $2,000,000 aggregate capital, surplus and
undivided profits. In the event such notice is given by the
Custodian, the Fund shall, on or before the termination date,
deliver to the Custodian a copy of a resolution of the Board
of Directors of the Fund, certified by the Secretary, the
Clerk, any Assistant Secretary or any Assistant Clerk, desig-
nating a successor custodian or custodians. In the absence of
such designation by the Fund, the Custodian may designate a
successor custodian which shall be a bank or trust company
having not less than $2,000,000 aggregate capital, surplus and
undivided profits. Upon the date set forth in such notice
this Agreement shall terminate, and the Custodian shall upon
receipt of a notice of acceptance by the successor custodian
on that date deliver directly to the successor custodian all
Securities and moneys then owned by the Fund and held by it as
Custodian, after deducting all fees, expenses and other
amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding para-
graph, the Fund shall upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund be deemed to be its own custo-
dian and the Custodian shall thereby be relieved of all duties
and responsibilities pursuant to this Agreement, other than
the duty with respect to Securities held in the Book Entry
System which cannot be delivered to the Fund to hold such Se-
curities hereunder in accordance with this Agreement.
ARTICLE XIX
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate signed
by two of the present Officers of the Fund under its seal,
setting forth the names and the signatures of the present Of-
ficers. The Fund agrees to furnish to the Custodian a new
Certificate in similar form in the event that any such present
Officer ceases to be an Officer or in the event that other or
additional Officers are elected or appointed. Until such new
Certificate shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Officers
as set forth in the last delivered Certificate.
2. Any notice or other instrument in writing, autho-
rized or required by this Agreement to be given to the Custo-
dian, shall be sufficiently given if addressed to the Custo-
dian and mailed or delivered to it at its offices at 90 Wash-
ington Street, New York, New York 10286, or at such other
place as the Custodian may from time to time designate in
writing.
3. Any notice or other instrument in writing, autho-
rized or required by this Agreement to be given to the Fund
shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its office at the address for the
Fund first above written, or at such other place as the Fund
may from time to time designate in writing, and any notice or
other instrument in writing authorized or required to be given
to the Administrator shall be sufficiently given if addressed
to the Administrator at such address as the Administrator may
from time to time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the same formality as this Agreement and approved by a
resolution of the Board of Directors of the Fund.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the Cus-
todian, or by the Custodian without the written consent of the
Fund, authorized or approved by a resolution of the Fund's
Board of Directors.
6. This Agreement shall be construed in accordance with
the laws of the State of New York without giving effect to
conflict of laws principles thereof. Each party hereby con-
sents to the jurisdiction of a state or federal court situated
in New York City, New York in connection with any dispute
arising hereunder and hereby waives its right to trial by
jury.
7. 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, the parties hereto have caused
this Agreement to be executed by their respective Officers,
thereunto duly authorized and their respective seals to be
hereunto affixed, as of the day and year first above written.
ALL SEASONS GLOBAL
FUND, INC.
[SEAL] By: JEROME F. MICELI
Jerome F. Miceli
Attest:
NANCEY M. MCMURTRY
Nancey M. McMurtry
THE BANK OF NEW YORK
[SEAL] By: JORGE RAMOS
Jorge Ramos
Attest:
VINCENT M. BLAZEWICZ
Vincent M. Blazewicz
APPENDIX A
I, DIEGO J. VEITIA, President and I, JEROME F. MICELI, TREASURER
of ALL SEASONS GLOBAL FUND, INC., a corporation organized and
existing under the laws of the state of Maryland (the "Fund"),
do hereby certify that:
The following individuals including officers and
employees of the Administrator have been duly authorized by
the Board of Directors of the Fund in conformity with the
Fund's Articles of Incorporation and By-Laws to give
Certificates or Oral Instructions on behalf of the Fund, and
the signatures set forth opposite their respective names are
their true and correct signatures:
Name Signature
Jerome F. Miceli JEROME F. MICELI
Diego J. Veitia DIEGO J. VEITIA
William B, Young, Jr. WILLIAM B. YOUNG, JR.
Nancy M. McMurtry NANCEY M. MCMURTRY
APPENDIX B
SERIES
APPENDIX C
I, Vincent Blazewicz, a Vice President with THE BANK OF
NEW YORK do hereby designate the following publications:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
JJ Kenney Municipal Bond Service
London Financial Times
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
EXHIBIT A
CERTIFICATION
The undersigned, JEROME F. MICELI, hereby certifies
that he or she is the duly elected and acting TREASURER
of ALL SEASONS GLOBAL FUND, INC., a corporation organized and
existing under the laws of the state of Maryland (the "Fund"),
and further certifies that the following resolution was
adopted by the Board of Directors of the Fund at a meeting
duly held on MAY 22ND, 1996, at which a quorum was
at all times present 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 Bank of New York, as Custodian
pursuant to a Custody Agreement between The Bank of New
York and the Fund dated as of ,
(the "Custody Agreement") is authorized and instructed on
a continuous and ongoing basis to deposit in the Book-
Entry System, as defined in the Custody Agreement, all
securities eligible for deposit therein, regardless of
the Series to which the same are specifically allocated,
and to utilize the Book-Entry System to the extent pos-
sible in connection with its performance thereunder, in-
cluding, without limitation, in connection with settle-
ments of purchases and sales of securities, loans of se-
curities, and deliveries and returns of securities col-
lateral.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of ALL SEASONS GLOBAL FUND, INC., as of the 4TH day of
JUNE, 1996.
[SEAL] JEROME F. MICELI
EXHIBIT B
CERTIFICATION
The undersigned, JEROME F. MICELI, hereby certifies
that he or she is the duly elected and acting
TREASURER of ALL SEASONS GLOBAL FUND, INC., a
corporation organized and existing under the laws of the state
of Maryland (the "Fund"), and further certifies that the
following resolution was adopted by the Board of Directors of
the Fund at a meeting duly held on MAY 22ND, 1996,
at which a quorum was at all times present 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 Bank of New York, as Custodian
pursuant to a Custody Agreement between The Bank of New
York and the Fund dated as of ,
(the "Custody Agreement") is authorized and instructed on
a continuous and ongoing basis until such time as it re-
ceives a Certificate, as defined in the Custody Agree-
ment, to the contrary to deposit in the Depository, as
defined in the Custody Agreement, all securities eligible
for deposit therein, regardless of the Series to which
the same are specifically allocated, and to utilize the
Depository to the extent possible in connection with its
performance thereunder, including, without limitation, in
connection with settlements of purchases and sales of
securities, loans of securities, and deliveries and re-
turns of securities collateral.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of ALL SEASONS GLOBAL FUND, INC., as of the 4TH day of
JUNE, 1996.
[SEAL] JEROME F. MICELI
EXHIBIT B-1
CERTIFICATION
The undersigned, JEROME F. MICELI, hereby certifies
that he or she is the duly elected and acting
TREASURER of ALL SEASONS GLOBAL FUND, INC., a
corporation organized and existing under the laws of the state
of Maryland (the "Fund"), and further certifies that the
following resolution was adopted by the Board of Directors of
the Fund at a meeting duly held on MAY 22ND, 1996,
at which a quorum was at all times present 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 Bank of New York, as Custodian
pursuant to a Custody Agreement between The Bank of New
York and the Fund dated as of , 1996,
(the "Custody Agreement") is authorized and instructed on
a continuous and ongoing basis until such time as it re-
receives a Certificate, as defined in the Custody Agree-
ment, to the contrary to deposit in the Participants
Trust Company as Depository, as defined in the Custody
Agreement, all securities eligible for deposit therein,
regardless of the Series to which the same are specifi-
cally allocated, and to utilize the Participants Trust
Company to the extent possible in connection with its
performance thereunder, including, without limitation, in
connection with settlements of purchases and sales of
securities, loans of securities, and deliveries and re-
turns of securities collateral.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of ALL SEASONS GLOBAL FUND, INC., as of the 4TH day of
JUNE, 1996.
[SEAL] JEROME F. MICELI
EXHIBIT C
CERTIFICATION
The undersigned, JEROME F. MICELI, hereby
certifies that he or she is the duly elected and acting
TREASURER of ALL SEASONS GLOBAL FUND, INC., a
corporation organized and existing under the laws of the state
of Maryland (the "Fund"), and further certifies that the
following resolution was adopted by the Board of Directors of
the Fund at a meeting duly held on MAY 22ND,
1996, at which a quorum was at all times present 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 Bank of New York, as Custodian
pursuant to a Custody Agreement between The Bank of New
York and the Fund dated as of ,
(the "Custody Agreement") is authorized and instructed on
a continuous and ongoing basis until such time as it re-
ceives a Certificate, as defined in the Custody Agree-
ment, to the contrary, to accept, utilize and act with
respect to Clearing Member confirmations for Options and
transaction in Options, regardless of the Series to which
the same are specifically allocated, as such terms are
defined in the Custody Agreement, as provided in the Cus-
tody Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of ALL SEASONS GLOBAL FUND, INC., as of the 4TH day of
JUNE, 1996.
[SEAL] JEROME F. MICELI
EXHIBIT D
The undersigned, JEROME F. MICELI, hereby certifies that he
or she is the duly elected and acting TREASURER
of ALL SEASONS GLOBAL FUND, INC., a corporation organized
and existing under the laws of the state of Maryland (the "Fund"),
further certifies that the following resolutions were adopted by
the Board of Directors of the Fund at a meeting duly held on
MAY 22ND, 1996, at which a quorum was at all times present
and that such resolutions have not been modified or rescinded
and are in full force and effect as of the date hereof.
RESOLVED, that The Bank of New York, as Custodian pursu-
ant to the Custody Agreement between The Bank of New York and
the Fund dated as of (the "Custody Agree-
ment") is authorized and instructed on a continuous and ongo-
ing basis to act in accordance with, and to rely on Certifi-
cates (as defined in the Custody Agreement) given by to the
Custodian by a Terminal Link (as defined in the Custody Agree-
ment).
RESOLVED, that the Fund shall establish access codes and
grant us of such access codes only to Officers of the fund as
defined in the Custody Agreement, shall establish internal
safekeeping procedures to safeguard and protect the confiden-
tiality and availability of such access codes, shall limit its
use of the Terminal Link to those purposes permitted by the
Custody Agreement, shall require at least two such Officers to
utilize their respective access codes in connection with each
such Certificate, and shall use the Terminal Link only in a
manner that does not contravene the Investment Company Act of
1940, as amended, or the rules and regulations thereunder.
RESOLVED, that Officers of the Fund shall, following the
establishment of such access codes and such internal safekeep-
ing procedures, advise the Custodian that the same have been
established by delivering a Certificate, as defined in the
Custody Agreement, and the Custodian shall be entitled to rely
upon such advice.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of ALL SEASONS GLOBAL FUND, INC., as of the 4TH day of
JUNE, 1996.
[SEAL] JEROME F. MICELI
EXHIBIT E
The undersigned, JEROME F. MICELI, hereby cer-
tifies that he or she is the duly elected and acting
TREASURER of ALL SEASONS GLOBAL FUND, INC., a corporation
organized and existing under the laws of the state of Maryland
(the "Fund"), further certifies that the following resolutions
were adopted by the Board of Directors of the Fund at a
meeting duly held on MAY 22ND, 1996, at which a
quorum was at all times present and that such resolutions have
not been modified or rescinded and are in full force and
effect as of the date hereof.
RESOLVED, that the maintenance of the Fund's assets in
each country listed in Schedule I hereto be, and hereby is,
approved by the Board of Directors as consistent with the best
interests of the Fund and its shareholders; and further
RESOLVED, that the maintenance of the Fund's assets with
the foreign branches of The Bank of New York (the "Bank")
listed in Schedule I located in the countries specified
therein, and with the foreign sub-custodians and depositories
listed in Schedule I located in the countries specified
therein be, and hereby is, approved by the Board of Directors
as consistent with the best interest of the Fund and its
shareholders; and further
RESOLVED, that the Sub-custodian Agreements presented to
this meeting between the Bank and each of the foreign
sub-custodians and depositories listed in Schedule I providing
for the maintenance of the Fund's assets with the applicable
entity, be and hereby are, approved by the Board of Directors
as consistent with the best interests of the Fund and its
shareholders; and further
RESOLVED, that the appropriate officers of the Fund are
hereby authorized to place assets of the Fund with the afore-
mentioned foreign branches and foreign sub-custodians and de-
positories as hereinabove provided; and further
RESOLVED, that the appropriate officers of the Fund, or
any of them, are authorized to do any and all other acts, in
the name of the Fund and on its behalf, as they, or any of
them, may determine to be necessary or desirable and proper in
connection with or in furtherance of the foregoing resolu-
tions.
IN WITNESS WHEREOF, I hereunto set my hand and the seal
of ALL SEASONS GLOBAL FUND, INC., as of the 4TH day of
JUNE, 1996.
[SEAL] JEROME F. MICELI
allseagl.fix
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