As filed with the Securities and Exchange Commission on December 30, 1996
File No. 811-8422
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3
GLOBAL MANAGERS TRUST
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(Exact Name of the Registrant as Specified in Charter)
Elizabethan Square
P.O. Box 1984
George Town, Grand Cayman
Cayman Islands, BWI
(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (809) 949-6644
Lawrence Zicklin, President
Global Managers Trust
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
Arthur C. Delibert, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., 2nd Floor
Washington, DC 20036-1800
(Names and Addresses of agents for service)
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant pursuant
to Section 8(b) of the Investment Company Act of 1940, as amended ("1940 Act").
However, beneficial interests in the series of the Registrant are not being
registered under the Securities Act of 1933, as amended ("1933 Act"), because
such interests are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2) of the 1933
Act. Investments in the Registrant's series may be made only by regulated
investment companies, segregated asset accounts, foreign investment companies,
common trust funds, group trusts, or other investment arrangements, whether
organized within or without the United States (excluding individuals, S
corporations, partnerships, and grantor trusts beneficially owned by any
individuals, S corporations, or partnerships). This Registration Statement, as
amended, does not constitute an offer to sell, or the solicitation of an offer
to buy, any beneficial interests in any series of the Registrant.
<PAGE>
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated herein by reference from Post-Effective
Amendment No. 76 to the Registration Statement of Neuberger & Berman Equity
Funds ("Equity Funds") (1940 Act File No. 811-582, EDGAR Accession No.
0000898432-96-000525), as filed with the Securities and Exchange Commission on
December 5, 1996 ("Spoke Registration Statement"). Part A of the Spoke
Registration Statement ("Spoke's Part A") includes the joint prospectus of
Neuberger & Berman International Fund, a feeder fund that invests in a series of
the Registrant, and the other series of Equity Funds, each of which invests in a
master fund that is a series of Equity Managers Trust.
Item 4. General Description Of Registrant.
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Global Managers Trust ("Trust") is a diversified, no-load, open-end
management investment company that was organized as a trust under the laws of
the State of New York pursuant to a Declaration of Trust dated March 18, 1994.
Beneficial interests in the Trust are divisible into separate subtrusts
or "series," each having a distinct investment objective and distinct investment
policies and limitations. The Trust currently has one series, Neuberger & Berman
International Portfolio ("Portfolio"). The assets of the Portfolio belong only
to the Portfolio, and the liabilities of the Portfolio are borne solely by the
Portfolio and no other.
Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may be
made only by regulated investment companies, segregated asset accounts, foreign
investment companies, common trust funds, group trusts, or other investment
arrangements, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). This Registration
Statement, as amended, does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
Neuberger & Berman Management Incorporated ("N&B Management") serves
as the investment manager and Neuberger & Berman, LLC serves as the sub-adviser
of the Portfolio.
Information on the Portfolio's investment objective, the kinds of
securities in which the Portfolio principally invests, other investment
practices of the Portfolio, and risk factors associated with investments in the
Portfolio is incorporated herein by reference from the section entitled
"Investment Programs" in the Spoke's Part A (in particular, the introduction
thereto and the subsections entitled "Neuberger & Berman International
Portfolio," "Short-Term Trading; Portfolio Turnover," "Borrowings" and "Other
Investments"). An explanation of certain types of investments made by the
Portfolio is incorporated herein by reference from the section entitled
"Description of Investments" in the Spoke's Part A. Additional investment
techniques, features, and limitations concerning the Portfolio's investment
program are described in Part B of this Registration Statement.
<PAGE>
Item 5. Management Of The Portfolio.
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A description of how the business of the Trust is managed in
incorporated herein by reference from the section entitled "Management and
Administration" in the Spoke's Part A. The following list identifies the
specific sections and subsections of the Spoke's Part A under which the
information required by Item 5 of Form N-1A may be found; each listed section
(except for any information in that section that explicitly relates solely to
the series of Equity Managers Trust and/or their investors) is incorporated
herein by reference.
Item 5(a) Management and Administration - Trustees and Officers
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Item 5(b) Management and Administration - Investment Manager,
- --------- Administrator, Distributor, and Sub-Adviser; Management and
Administration - Expenses; Other Information - Directory
============================================================
Item 5(c) Management and Administration - Investment Manager,
- --------- Administrator, Distributor, and Sub-Adviser
============================================================
Item 5(d) Management and Administration - Investment Manager,
- --------- Administrator, Distributor, and Sub-Adviser
============================================================
Item 5(e) Management and Administration - Investment Manager,
- --------- Administrator, Distributor, and Sub-Adviser
============================================================'
Item 5(f) Management and Administration - Expenses
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============================================================
Item 5(g) Management and Administration - Investment Manager,
- --------- Administrator, Distributor, and Sub-Adviser
============================================================
At current asset levels, the management fee paid by the Portfolio is
0.85% per annum of average daily net assets. During its 1996 fiscal year, the
Portfolio bore total operating expenses of 1.37% of its average daily net assets
(after taking into consideration the then investment adviser's expense
reimbursement for the period from September 1, 1995 through October 31, 1995).
Item 6. Capital Stock And Other Securities.
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The Trust was organized as a common law trust under the laws of the
State of New York. Under the Declaration of Trust, the Trustees are authorized
to issue beneficial interests in separate series of the Trust. The Trust
currently has one series; the Trust reserves the right to create and issue
additional series.
Investments in the Portfolio have no preemptive or conversion rights
and are fully paid and non-assessable. Each investor in the Portfolio is
entitled to participate equally in the Portfolio's earnings and assets and to
vote in proportion to the amount of its investment in the Portfolio. The Trust
is not required and does not currently intend to hold annual meetings of
investors, but the Trustees will hold special meetings of investors when, in
their judgment, it is necessary or desirable to submit matters to an investor
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<PAGE>
vote. Changes in fundamental policies or limitations will be submitted to
investors for approval. Investors have the right to remove one or more Trustees
without a meeting by a declaration in writing signed by a specified number of
investors.
As of December 18, 1996, Neuberger & Berman International Fund, a
series of Equity Funds, may be deemed to control the Portfolio. However, Equity
Funds has undertaken that, with respect to most matters on which the Portfolio
seeks a vote of its interestholders, Neuberger & Berman International Fund will
seek a vote of its shareholders and will vote its interest in the Portfolio in
accordance with their instructions.
Inquiries by a holder of an interest in the Portfolio should be
directed to the Portfolio at the following address: Elizabethan Square, P.O. Box
1984, George Town, Grand Cayman, Cayman Islands, BWI.
Each investor in the Portfolio will be liable for all obligations of
the Portfolio. However, the risk of an investor in the Portfolio incurring
financial loss beyond the amount of its investment on account of such liability
would be limited to circumstances in which the Portfolio had inadequate
insurance and was unable to meet its obligations (including indemnification
obligations) out of its assets. Upon liquidation of the Portfolio, investors
would be entitled to share pro rata in the net assets of the Portfolio available
for distribution to investors.
Investments in the Portfolio may not be transferred, but an investor
may add to or withdraw all or any portion of its investment at any time at the
net asset value ("NAV") of such investment. The Portfolio's NAV is determined
each day the New York Stock Exchange ("NYSE") is open for trading ("Business
Day"). This determination is made as of the close of regular trading on the
NYSE, usually 4 p.m. Eastern time ("Valuation Time").
At the Valuation Time on each Business Day, the value of each
investor's beneficial interest in the Portfolio will be determined by
multiplying the Portfolio's NAV by the percentage, effective for that day, that
represents that investor's share of the aggregate beneficial interests in the
Portfolio. Any additions to or withdrawals of those interests which are to be
effected on that day will then be effected. Each investor's share of the
aggregate beneficial interests in the Portfolio then will be recomputed using
the percentage equal to the fraction (1) the numerator of which is the value of
the investor's investment in the Portfolio as of the Valuation Time on that day
plus or minus, as the case may be, the amount of any additions to or withdrawals
from such investment effected on that day and (2) the denominator of which is
the Portfolio's aggregate NAV as of the Valuation Time on that day plus or
minus, as the case may be, the amount of the net additions to or withdrawals
from the aggregate investments in the Portfolio by all investors. The
percentages so determined then will be applied to determine the value of each
investor's respective interest in the Portfolio as of the Valuation Time on the
following Business Day.
The Portfolio's net income consists of (1) all dividends, accrued
interest (including earned discount, both original issue and market discount),
and other income, including any net realized gains or losses on the Portfolio's
assets, less (2) all actual and accrued expenses of the Portfolio, and
amortization of any premium, all as determined in accordance with generally
accepted accounting principles. All of the Portfolio's net income is allocated
pro rata among the investors in the Portfolio. The Portfolio's net income
generally is not distributed to the investors in the Portfolio, except as
determined by the Trustees from time to time, but instead is included in the
value of the investors' respective beneficial interests in the Portfolio.
Under the current method of the Portfolio's operations, it is not
subject to any income tax. However, each domestic investor in the Portfolio is
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<PAGE>
taxable on its share (as determined in accordance with the Trust's governing
instruments and the Internal Revenue Code of 1986, as amended ("Code"), and the
regulations promulgated thereunder) of the Portfolio's ordinary income and
capital gain. N&B Management intends to continue to manage the Portfolio's
assets and income in such a way that an investor in the Portfolio will be able
to satisfy the requirements of Subchapter M of the Code, assuming that the
investor invests all of its assets in the Portfolio. See Part B for a discussion
of the foregoing tax matters and certain other matters.
Item 7. Purchase Of Securities.
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Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See "General Description of Registrant"
above. All investments in the Portfolio are made without a sales load, at the
NAV next determined after an order is received by the Portfolio.
Information on the time and method of valuation of the Portfolio's
assets is incorporated herein by reference from the section entitled "Share
Prices and Net Asset Value" in the Spoke's Part A.
The Portfolio's portfolio securities are traded primarily in foreign
markets, which may be open on days when the NYSE is closed. As a result, the NAV
of the Portfolio may be significantly affected on days when investors therein
have no access to the Portfolio.
There is no minimum initial or subsequent investment in the Portfolio.
However, because the Portfolio intends at all times to be as fully invested as
is reasonably practicable, investments in the Portfolio must be made in federal
funds (I.E., monies credited to the account of the Trust's custodian bank by a
Federal Reserve Bank). The Trust reserves the right to cease accepting
investments in the Portfolio at any time or to reject any investment order.
The Trust's placement agent is N&B Management. Its principal business
address is 605 Third Avenue, New York, NY 10158-0180. N&B Management receives no
compensation for serving as the Trust's placement agent.
Item 8. Redemption Or Repurchase.
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An investor in the Portfolio may withdraw all or any portion of its
investment at the NAV next determined after a withdrawal request in proper form
is received by the Portfolio. The proceeds of a withdrawal will be paid by the
Portfolio in federal funds normally on the Business Day the withdrawal is
effected, but in any event within three business days, except as extensions may
be permitted by law.
The Portfolio reserves the right to pay withdrawals in kind. Unless
requested by an investor or deemed by N&B Management to be in the best interests
of investors in the Portfolio as a group, the Portfolio will not pay a
withdrawal in kind to an investor, except in situations where that investor may
pay redemptions in kind.
A-4
<PAGE>
Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended, or the payment of the withdrawal proceeds
postponed, during any period in which the NYSE is closed (other than weekends or
holidays) or trading on the NYSE is restricted or to the extent otherwise
permitted by the 1940 Act.
Item 9. Pending Legal Proceedings.
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Not applicable.
A-5
<PAGE>
PART B
Part B of this Registration Statement should be read only in
conjunction with Part A. Capitalized terms used in Part B and not otherwise
defined herein have the meanings given them in Part A of this Registration
Statement.
Responses to certain Items required to be included in Part B of this
Registration Statement are incorporated herein by reference from the Spoke
Registration Statement. Part B of the Spoke Registration Statement ("Spoke's
Part B") includes the joint statement of additional information of Neuberger &
Berman International Fund, a feeder fund that invests in a series of the
Registrant, and the other series of Equity Funds, each of which invests in a
master fund that is a series of Equity Managers Trust.
Item 10. Cover Page.
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Not applicable.
Item 11. Table of Contents. Page
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General Information and History.....................................B-1
Investment Objective and Policies...................................B-1
Management of the Trust.............................................B-2
Control Persons and Principal Holders
of Securities.................................................B-4
Investment Management and Other Services............................B-4
Brokerage Allocation and Other Practices............................B-5
Capital Stock and Other Securities..................................B-5
Purchase, Redemption and Pricing of
Securities....................................................B-6
Tax Status..........................................................B-7
Underwriters........................................................B-7
Calculation of Performance Data.....................................B-7
Financial Statements................................................B-7
Item 12. General Information and History.
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Global Managers Trust ("Trust") added the words "Neuberger & Berman"
to the name of the International Portfolio on November 17, 1995.
Item 13. Investment Objective and Policies.
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Part A contains basic information about the investment objective,
policies and limitations of Neuberger & Berman INTERNATIONAL Portfolio
("Portfolio"), the current series of the Trust. This section supplements the
discussion in Part A of the investment objective, policies, and limitations of
the Portfolio.
B-1
<PAGE>
Information on the fundamental investment limitations and the
non-fundamental investment policies and limitations of the Portfolio, the types
of securities bought and investment techniques used by the Portfolio, and
certain risks attendant thereto, as well as other information on the Portfolio's
investment program, is incorporated herein by reference from the section
entitled "Investment Information" in the Spoke's Part B (in particular, the
introduction thereto and the subsections entitled "Investment Policies and
Limitations," "Felix Rovelli, Portfolio Manager of Neuberger & Berman
International Portfolio," and "Additional Investment Information"). "Certain
Risk Considerations" in the Spoke's Part B is also incorporated herein by
reference.
Item 14. Management of the Trust.
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Information about the Trustees and officers of the Trust, and their
roles in management of the Trust and other Neuberger & Berman Funds(R), is
incorporated herein by reference from the section entitled "Trustees and
Officers" in the Spoke's Part B.
The following table sets forth information concerning the compensation
of the Trustees of the Trust. None of the Neuberger & Berman Funds has any
retirement plan for its trustees or officers.
TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 8/31/96
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<TABLE>
<CAPTION>
Total Compensation from the Trusts in
Name and Position Aggregate Compensation the Neuberger & Berman Fund Complex
with the Trust from the Trust Paid to Trustees
- -------------- ---------------------- --------------------------------------
<S> <C> <C>
Stanley Egener $0 $ 0
Chairman of the (9 other investment companies)
Board, Chief Executive
Officer, and Trustee
Howard A. Mileaf $6,500 $ 37,000
Trustee (4 other investment companies)
John T. Patterson, Jr. $6,500 $ 40,500
Trustee (4 other investment companies)
John P. Rosenthal $6,500 $36,500
Trustee (4 other investment companies)
B-2
</TABLE>
<PAGE>
Item 15. Control Persons and Principal Holders of Securities.
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As of December 18, 1996, the Portfolio could be deemed to be under the
control of Neuberger & Berman International Fund ("Fund"), a series of Equity
Funds, which owned nearly 100% of the value of the outstanding interests in the
Portfolio. Equity Funds has informed the Trust that, in most cases where the
Fund is requested to vote on matters pertaining to the Portfolio, the Fund will
solicit proxies from its shareholders and will vote its interest in the
Portfolio in proportion to the votes cast by the Fund's shareholders. It is
anticipated that any other registered investment company investing in the
Portfolio will follow the same or a similar practice. The address of the Fund is
605 Third Avenue, 2nd Floor, New York, New York, 10158-0180.
Item 16. Investment Management and Other Services.
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Information on the investment management and other services provided
for or on behalf of the Portfolio is incorporated herein by reference from the
sections entitled "Investment Management and Administration Services," "Trustees
and Officers," "Custodian and Transfer Agent," "Independent
Auditors/Accountants" and "Legal Counsel" in the Spoke's Part B. The following
list identifies the specific sections and subsections in the Spoke's Part B
under which the information required by Item 16 of Form N-1A may be found; each
listed section (except for any information in that section that explicitly
relates solely to the series of Equity Managers Trust and/or their investors) is
incorporated herein by reference.
Incorporated by Reference from the
Form N-1A Item No. Following Section of Spoke's Part B
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Item 16(a) Investment Management and
Administration Services -- Investment
Manager and Administrator; --
Sub-Adviser and -- Management and
Control of N&B Management; Trustees
and Officers
Item 16(b) Investment Management and
Administration Services -- Investment
Manager and Administrator
Item 16(c) Not applicable
Item 16(d) Not applicable
Item 16(e) Not applicable
Item 16(f) Not applicable
Item 16(g) Not applicable
B-3
<PAGE>
Incorporated by Reference from the
Form N-1A Item No. Following Section of Spoke's Part B
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Item 16(h) Custodian and Transfer Agent;
Independent Auditors/Accountants
Item 16(i) Not applicable
Prior to November 1, 1995, the Portfolio was advised by BNP-N&B Global
Asset Management, L.P. ("BNP-N&B Global") pursuant to an investment advisory
agreement with the Trust. N&B Management provided the Portfolio with
administrative services pursuant to a separate administration agreement.
For the fiscal years ended August 31, 1996 and 1995 and the period
from June 15, 1994 (commencement of operations) through August 31, 1994, the
total management or advisory fees accrued and paid by the Portfolio to N&B
Management or BNP-N&B Global under the Management Agreement or the investment
advisory agreement then in effect were $327,000, $94,422 and $4,167,
respectively.
During those periods, BNP-N&B Global reimbursed the Portfolio for
$48,443 (period from September 1, 1995 through October 31, 1995 only), $290,362
and $70,114, respectively, of expenses pursuant to the expense reimbursement
undertaking then in effect.
For the period from September 1, 1995 through October 31, 1995, the
fiscal year ended August 31, 1995, and the period from June 15, 1994
(commencement of operations) through August 31, 1994, the Portfolio accrued and
paid to N&B Management administration fees of $16,666, $100,000 and $21,370,
respectively, under the administration agreement then in effect for the
Portfolio.
Item 17. Brokerage Allocation and Other Practices.
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A description of the Portfolio's brokerage allocation and other
practices is incorporated herein by reference from the section entitled
"Portfolio Transactions" in the Spoke's Part B.
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<PAGE>
Item 18. Capital Stock and Other Securities.
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Each investor in the Portfolio is entitled to vote in proportion to
the amount of its investment therein. Investors in the Portfolio and other
series of the Trust, if any, will vote together in certain circumstances (E.G.,
election of the Trustees and ratification of the selection of auditors, as
provided by the 1940 Act and the rules thereunder). One or more series of the
Trust could control the outcome of these votes. Investors do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interests in the Trust or in the Portfolio, as the case may be, may control the
outcome of votes. The Trust is not required and does not currently intend to
hold annual meetings of investors, but the Trust will hold special meetings of
investors when (1) a majority of the Trustees determines to do so or (2)
investors holding at least 10% of the interests in the Trust (or the Portfolio)
request in writing a meeting of investors in the Trust (or the Portfolio).
The Trust, with respect to the Portfolio, may enter into a merger or
consolidation or sell all or substantially all of its assets, if approved by the
lesser of (1) 67% of the total units of beneficial interest of the Portfolio
represented at a meeting at which more than 50% of the outstanding units of
beneficial interest of the Portfolio are represented or (2) a majority of the
outstanding units of beneficial interest of the Portfolio. The Portfolio may be
terminated (1) upon liquidation and distribution of its assets, if approved by
the vote of at least two-thirds of its investors, or (2) by the Trustees on
written notice to the Portfolio's investors.
The Trust is organized as a trust under the laws of the State of New
York. Investors in the Portfolio will be held personally liable for the
Portfolio's obligations and liabilities, subject, however, to indemnification by
the Trust in the event that there is imposed upon an investor a greater portion
of the liabilities and obligations of the Portfolio than its proportionate
beneficial interest in the Portfolio. The Declaration of Trust provides that,
subject to the provisions of the 1940 Act, the Trust may maintain insurance (for
example, fidelity bonding and errors and omissions insurance) for the protection
of the Portfolio, investors, Trustees, officers, employees, and agents in such
amount as the Trustees deem adequate to cover possible tort and other
liabilities. Thus, the risk of an investor incurring financial loss beyond the
amount of its investment on account of such liability is limited to
circumstances in which the Portfolio had inadequate insurance and was unable to
meet its obligations out of its assets.
The Declaration of Trust further provides that obligations of the
Portfolio are not binding upon the Trustees individually but only upon the
property of the Portfolio and that the Trustees will not be liable for any
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<PAGE>
action or failure to act. The Declaration of Trust, however, does not protect a
Trustee against any liability to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of his or her duties.
Upon liquidation or dissolution of the Portfolio, the investors
therein would be entitled to share pro rata in its net assets available for
distribution to investors.
Item 19. Purchase, Redemption and Pricing of Securities.
- -------- -----------------------------------------------
Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See Items 4, 7, and 8 in Part A.
Item 20. Tax Status.
- -------- -----------
Information on the taxation of the Portfolio is incorporated herein by
reference from the section entitled "Additional Tax Information -- Taxation of
the Portfolios" in the Spoke's Part B, substituting for "Fund" whenever used
therein either "investor in the Portfolio" or "RIC investor" (I.E., an investor
in the Portfolio that intends to qualify as a regulated investment company
("RIC") for federal income tax purposes), as the context requires.
Item 21. Underwriters.
- ----------------------
N&B Management, 605 Third Avenue, New York, NY 10158-0180, a New York
corporation that is the Portfolio's investment manager, serves as the Trust's
placement agent. N&B Management receives no compensation for such placement
agent services. Beneficial interests in the Portfolio are issued continuously.
Item 22. Calculation Of Performance Data.
- -------- --------------------------------
Not Applicable.
Item 23. Financial Statements.
- -------- ---------------------
Audited financial statements for the Portfolio for the fiscal year
ended August 31, 1996, and the report of Ernst & Young, independent auditors,
with respect to such audited financial statements are incorporated herein by
reference from the Annual Report to Shareholders of Neuberger & Berman Equity
Funds for the fiscal year ended August 31, 1996, File Nos. 2-11357 and 811-582,
EDGAR Accession No. 0000898432-96-000459.
B-6
<PAGE>
Appendix A
RATINGS OF SECURITIES
A description of corporate bond and commercial paper ratings is
incorporated herein by reference from "Appendix A -- Ratings of Securities" in
the Spoke's Part B.
<PAGE>
GLOBAL MANAGERS TRUST
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Audited financial statements for Neuberger & Berman International
Portfolio are incorporated into Part B by reference to the Annual
Report to Shareholders of Neuberger & Berman Equity Funds for the
period ended August 31, 1996, File Nos. 2-11357 and 811-582, Edgar
Accession No.0000898432-96-000459.
<TABLE>
<CAPTION>
(b) Exhibits:
Exhibit
Number Description
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<S> <C> <C> <C>
(1) (a) Declaration of Trust of Global Managers Trust.
Incorporated by Reference to Amendment No. 2 to
Registrant's Registration Statement, File
No. 811-8422, Edgar Accession No. 0000898432-95-
000444.
(b) Schedule A - Current Series of Global Managers
Trust. Incorporated by Reference to Amendment
No. 2 to Registrant's Registration Statement,
File No. 811-8422, Edgar Accession No.
0000898432-95-000444.
(2) (a) By-laws of Global Managers Trust. Filed
Herewith.
(b) Amendment to By-laws of Global Managers Trust.
Filed Herewith.
(3) Voting Trust Agreement. None.
(4) (a) Declaration of Trust of Global Managers Trust,
Articles V-IX. Incorporated by Reference to
Amendment No. 2 to Registrant's Registration
Statement, File No. 811-8422, Edgar Accession
No. 0000898432-95-000444.
(b) By-laws of Global Managers Trust, Articles V,
VI, and VIII. Filed Herewith.
(5) (a) (i) Management Agreement between Global
Managers Trust and Neuberger & Berman
Management Incorporated. Incorporated by
Reference to Post-Effective Amendment
No. 74 to Registration Statement of
Neuberger & Berman Equity Funds, File Nos.
2-11357 and 811-582, EDGAR Accession No.
0000898432-95-000426.
(ii) Schedule A - Series of Global Managers
Trust Currently Subject to the Management
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Agreement. Incorporated by Reference to
Post-Effective Amendment No. 74 to
Registration Statement of Neuberger &
Berman Equity Funds, File Nos. 2-11357 and
811-582, EDGAR Accession No. 0000898432-
95-000426.
(iii) Schedule B - Schedule of Compensation
Under the Management Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 74 to Registration
Statement of Neuberger & Berman Equity
Funds, File Nos. 2-11357 and 811-582,
EDGAR Accession No. 0000898432-95-000426.
(b) (i) Sub-Advisory Agreement between Neuberger &
Berman Management Incorporated and
Neuberger & Berman, L.P. Incorporated by
Reference to Post-Effective Amendment
No. 74 to Registration Statement of
Neuberger & Berman Equity Funds, File Nos.
2-11357 and 811-582, EDGAR Accession No.
0000898432-95-000426.
(ii) Schedule A - Series of Global Managers
Trust Currently Subject to Sub-Advisory
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 74 to
Registration Statement of Neuberger &
Berman Equity Funds, File Nos. 2-11357 and
811-582, EDGAR Accession No. 0000898432-
95-000426.
(iii) Substitution Agreement among Neuberger &
Berman Management Incorporated, Global
Managers Trust, Neuberger & Berman, L.P.
and Neuberger & Berman, LLC. Incorporated
by Reference to the substantially similar
agreement filed in Amendment No. 7 to the
Registration Statement of Equity Managers
Trust, File No. 811-7910, Edgar Accession
No. 0000898432-96-000557 (the documents
differ only with respect to the date of
and the master fund party to the sub-
advisory agreement under which
substitution is sought and the name of the
executing master fund).
(6) Distribution Agreement. None.
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) (a) Custodian Contract between Global Managers Trust
and State Street Bank and Trust Company. Filed
Herewith.
(b) Schedule A - Approved Foreign Banking
Institutions and Securities Depositories under
the Custodian Contract. Filed Herewith.
C-2
<PAGE>
(c) Schedule of Compensation under the Custodian
Contract. Filed Herewith.
(9) (a) Administrative Services, Fund Accounting, and
Transfer Agency Agreement between Global
Managers Trust and State Street Cayman Trust
Company Ltd. Filed Herewith.
(b) Schedule of Compensation under the
Administrative Services, Fund Accounting and
Transfer Agency Agreement. Filed Herewith.
(10) Opinion and Consent of Kirkpatrick & Lockhart LLP on
Securities Matters. None.
(11) Opinions, Appraisals, Rulings and Consents. None.
(12) Financial Statements Omitted from Prospectus. None.
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) Plan Pursuant to Rule 12b-1. None.
(16) Schedule of Computation of Performance Quotations.
None.
(17) Financial Data Schedule. Filed Herewith.
(18) Plan Pursuant to Rule 18f-3. None.
</TABLE>
Item 25. Persons Controlled By Or Under Common Control With Registrant.
- -------- --------------------------------------------------------------
No person is controlled by or under common control with the Registrant.
Item 26. Number Of Holders Of Securities.
- -------- --------------------------------
The following information is given as of December 18, 1996.
Number of
Title Of Class Record Holders
-------------- --------------
International Portfolio 3
Item 27. Indemnification.
- -------- ----------------
A New York trust may provide in its governing instrument for
indemnification of its officers and trustees from and against all claims and
demands whatsoever. Article V, Section 5.4 of the Declaration of Trust provides
that the Registrant shall indemnify, to the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended (the "1940 Act")),
each trustee, officer, employee, agent or independent contractor (except in the
case of an agent or independent contractor to the extent expressly provided by
written contract) of the Registrant (including any individual, corporation,
partnership, trust, association, joint venture or other entities, whether or not
legal entities, and governments and agencies and political subdivision thereof
("Person"), who serves at the Registrant's request as a director, officer or
C-3
<PAGE>
trustee of another organization in which the Registrant has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by such Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such Person may be involved or
with which such Person may be threatened, while in office or thereafter, by
reason of such Person being or having been such a trustee, officer, employee,
agent or independent contractor, except with respect to any matter as to which
such Person shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of such Person's duties,
such liabilities and expenses being liabilities only of the series out of which
such claim for indemnification arises; provided, however, that as to any matter
disposed of by a compromise payment by such Person, pursuant to a consent decree
or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's
office: (i) by the court or other body approving the settlement or other
disposition; or (ii) based upon a review of readily available facts (as opposed
to a full trial-type inquiry), by written opinion from independent legal counsel
approved by the trustees; or (iii) by a majority of the trustees who are neither
"interested persons" (as defined in the 1940 Act) of the Registrant nor parties
to the matter, based upon a review of readily available facts (as opposed to a
full trial-type inquiry). The rights accruing to any Person under these
provisions shall not exclude any other right to which such Person may be
lawfully entitled; provided that no Person may satisfy any right of indemnity or
reimbursement granted in the Registrant's Declaration of Trust or to which such
Person may be otherwise entitled except out of the Trust Property (as defined in
the Declaration of Trust). The rights of indemnification provided herein may be
insured against by policies maintained by the Registrant. The trustees may make
advance payments in connection with this indemnification, provided that the
indemnified Person shall have given a written undertaking to reimburse the
Registrant in the event it is subsequently determined that such Person is not
entitled to such indemnification, and provided further that either: (i) such
Person shall have provided appropriate security for such undertaking; or (ii)
the Registrant is insured against losses arising out of any such advance
payments; or (iii) either a majority of the trustees who are neither "interested
persons" (as defined in the 1940 Act) of the Registrant nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe that
such Person will not be disqualified from indemnification.
Pursuant to Article V Section 5.1 of the Registrant's Declaration of
Trust, each holder of an interest in a series of the Registrant shall be jointly
and severally liable with every other holder of an interest in that series (with
rights of contribution INTER SE in proportion to their respective interests in
the series) for the liabilities and obligations of that series (and of no other
series) in the event that the Registrant fails to satisfy such liabilities and
obligations from the assets of that series; provided, however, that, to the
extent assets of that series are available, the Registrant shall indemnify and
hold each holder harmless from and against any claim or liability to which such
holder may become subject by reason of being or having been a holder of an
interest in that series to the extent that such claim or liability imposes on
the Holder an obligation or liability which, when compared to the obligations
and liabilities imposed on other holders of interests in that series, is greater
than such holder's interest (proportionate share), and shall reimburse such
holder for all legal and other expenses reasonably incurred by such holder in
C-4
<PAGE>
connection with any such claim or liability. The rights accruing to a holder
under the Registrant's Declaration of Trust shall not exclude any other right to
which such holder may be lawfully entitled, nor shall anything contained herein
restrict the right of the Registrant to indemnify or reimburse a holder in any
appropriate situation even though not specifically provided herein.
Notwithstanding the indemnification procedure described above, it is intended
that each holder of an interest in a series shall remain jointly and severally
liable to the creditors of that series as a legal matter. The liabilities of a
particular series and the right to indemnification granted hereunder to holders
of interests in such series shall not be enforceable against any other series or
holders of interests in any other series.
Section 9 of the Management Agreement between the Registrant and
Neuberger & Berman Management Incorporated ("N&B Management") provides that
neither N&B Management nor any director, officer or employee of N&B Management
performing services for the series of the Registrant at the direction or request
of N&B Management in connection with N&B Management's discharge of its
obligations under the agreement shall be liable for any error of judgment or
mistake of law or for any loss suffered by a series in connection with any
matter to which the agreement relates; provided, that nothing in the agreement
shall be construed (i) to protect N&B Management against any liability to the
Registrant or any series thereof or its holders to which N&B Management would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of N&B Management's duties, or by reason of N&B
Management's reckless disregard of its obligations and duties under the
agreement, or (ii) to protect any director, officer or employee of N&B
Management who is or was a trustee or officer of the Registrant against any
liability to the Registrant or any series thereof or its interest holders to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office with the Registrant.
Section 1 of the Sub-Advisory Agreement between the Registrant and
Neuberger & Berman, LLC ("Sub-Adviser") provides that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
of reckless disregard of its duties and obligations under the agreement, the
Sub-Adviser will not be subject to liability for any act or omission or any loss
suffered by any series of the Registrant or its security holders in connection
with the matters to which the agreement relates.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
Item 28. Business And Other Connections Of Investment Manager And Sub-Adviser.
- -------- ---------------------------------------------------------------------
Information as to any other business, profession, vocation or
employment of a substantial nature in which each director or officer of N&B
C-5
<PAGE>
Management and each principal of the Sub-Adviser is, or at any time during the
past two years has been, engaged for his or her own account or in the capacity
of director, officer, employee, partner or trustee is incorporated herein by
reference from Item 28 in Part C of Post-Effective Amendment No. 76 to the
Registration Statement on Form N-1A of Neuberger & Berman Equity Funds (1940 Act
File No. 811-582, EDGAR Accession No. 0000898432-96-000525), as filed with the
Securities and Exchange Commission on December 5, 1996.
Item 29. Principal Underwriters.
- -------- -----------------------
Not applicable.
Item 30. Location Of Accounts And Records.
- -------- ---------------------------------
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder with respect
to the Registrant are maintained at the offices of State Street Cayman Trust
Company, Ltd., Elizabethan Square, P.O. Box 1984, George Town, Grand Cayman,
Cayman Islands, BWI.
Item 31. Management Services.
- -------- --------------------
Other than as set forth in Parts A and B of this Registration
Statement, the Registrant is not a party to any management-related service
contract.
Item 32. Undertakings.
- -------- -------------
None.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused Amendment No. 3 to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, at Grand Cayman, British West Indies, on the 15th day of November,
1996.
GLOBAL MANAGERS TRUST
By /S/ Stanley Egener
------------------------------
Stanley Egener
Chairman Of The Board, Chief
Executive Officer, And Trustee
C-7
<PAGE>
GLOBAL MANAGERS TRUST
REGISTRATION STATEMENT ON FORM N-1A
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
<S> <C> <C> <C>
(1) (a) Declaration of Trust of Global Managers N.A.
Trust. Incorporated by Reference to
Amendment No. 2 to Registrant's
Registration Statement, File No. 811-8422,
Edgar Accession No. 0000898432-95-000444.
(b) Schedule A - Current Series of Global N.A.
Managers Trust. Incorporated by Reference
to Amendment No. 2 to Registrant's
Registration Statement, File No. 811-8422,
Edgar Accession No. 0000898432-95-000444.
(2) (a) By-laws of Global Managers Trust. Filed N.A.
Herewith.
(b) Amendment to By-laws of Global Managers
Trust. Filed Herewith.
(3) Voting Trust Agreement. None. N.A.
(4) (a) Declaration of Trust of Global Managers N.A.
Trust, Articles V-IX. Incorporated by
Reference to Amendment No. 2 to
Registrant's Registration Statement, File
No. 811-8422, Edgar Accession No.
0000898432-95-000444.
(b) By-laws of Global Managers Trust, Articles
V, VI, and VIII. Filed Herewith.
(5) (a) (i) Management Agreement between Global N.A.
Managers Trust and Neuberger &
Berman Management Incorporated.
Incorporated by Reference to Post-
Effective Amendment No. 74 to
Registration Statement of Neuberger
& Berman Equity Funds, File Nos. 2-
11357 and 811-582, EDGAR Accession
No. 0000898432-95-000426.
<PAGE>
(ii) Schedule A - Series of Global N.A.
Managers Trust Currently Subject to
the Management Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 74 to
Registration Statement of Neuberger
& Berman Equity Funds, File Nos. 2-
11357 and 811-582, EDGAR Accession
No. 0000898432-95-000426.
(iii) Schedule B - Schedule of N.A.
Compensation Under the Management
Agreement. Incorporated by
Reference to Post-Effective
Amendment No. 74 to Registration
Statement of Neuberger & Berman
Equity Funds, File Nos. 2-11357 and
811-582, EDGAR Accession No.
0000898432-95-000426.
(b) (i) Sub-Advisory Agreement between N.A.
Neuberger and Berman Management
Incorporated and Neuberger & Berman,
L.P. Incorporated by Reference to
Post-Effective Amendment No. 74 to
Registration Statement of Neuberger
& Berman Equity Funds, File Nos. 2-
11357 and 811-582, EDGAR Accession
No. 0000898432-95-000426.
(ii) Schedule A - Series of Global N.A.
Managers Trust Currently Subject to
the Sub-Advisory Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 74 to
Registration Statement of Neuberger
& Berman Equity Funds, File Nos. 2-
11357 and 811-582, EDGAR Accession
No. 0000898432-95-000426.
(iii) Substitution Agreement among
Neuberger & Berman Management
Incorporated, Global Managers Trust,
Neuberger & Berman, L.P. and
Neuberger & Berman, LLC.
Incorporated by Reference to the
substantially similar agreement
filed in Amendment No. 7 to the
Registration Statement of Equity
Managers Trust, File No. 811-7910,
Edgar Accession No. 0000898432-96-
000557 (the documents differ only
with respect to the date of and the
master fund party to the sub-
advisory agreement under which
substitution is sought and the name
of the executing master fund).
<PAGE>
(6) Distribution Agreement. None. N.A.
(7) Bonus, Profit Sharing or Pension Plans. None. N.A.
(8) (a) Custodian Contract between Global Managers N.A.
Trust and State Street Bank and Trust
Company. Filed Herewith.
(b) Schedule A - Approved Foreign Banking
Institutions and Securities Depositories
under the Custodian Contract. Filed
Herewith.
(c) Schedule of Compensation under the
Custodian Contract. Filed Herewith.
(9) (a) Administrative Services, Fund Accounting, N.A.
and Transfer Agency Agreement between
Global Managers Trust and State Street
Cayman Trust Company Ltd. Filed Herewith.
(b) Schedule of Compensation under the
Administrative Services, Fund Accounting,
and Transfer Agency Agreement. Filed
Herewith. ____
(10) Opinion and Consent of Kirkpatrick & Lockhart N.A.
LLP on Securities Matters. None.
(11) Opinions, Appraisals, Rulings and Consents: N.A.
Consent of Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus. N.A.
None.
(13) Letter of Investment Intent. None. N.A.
(14) Prototype Retirement Plan. None. N.A.
(15) Plan Pursuant to Rule 12b-1. None. N.A.
(16) Schedule of Computation of Performance N.A.
Quotations. None.
(17) Financial Data Schedule. Filed Herewith. ____
(18) Plan Pursuant to Rule 18f-3. None. N.A.
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman International Portfolio Annual Report and is qualified
in its entirety by reference to such document.
</LEGEND>
<SERIES>
<NUMBER> 01
<NAME> NEUBERGER&BERMAN INTERNATIONAL PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 50,943
<INVESTMENTS-AT-VALUE> 57,765
<RECEIVABLES> 79
<ASSETS-OTHER> 33
<OTHER-ITEMS-ASSETS> 19
<TOTAL-ASSETS> 57,896
<PAYABLE-FOR-SECURITIES> 712
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 201
<TOTAL-LIABILITIES> 913
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 50,399
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 575
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (635)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,644
<NET-ASSETS> 56,983
<DIVIDEND-INCOME> 605
<INTEREST-INCOME> 183
<OTHER-INCOME> 0
<EXPENSES-NET> 555
<NET-INVESTMENT-INCOME> 233
<REALIZED-GAINS-CURRENT> 609
<APPREC-INCREASE-CURRENT> 3,964
<NET-CHANGE-FROM-OPS> 4,806
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 342
<ACCUMULATED-GAINS-PRIOR> (1,244)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 327
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 603
<AVERAGE-NET-ASSETS> 40,479
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 1.37
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
GLOBAL MANAGERS TRUST
BY-LAWS
March 18, 1994
As Amended
August 31, 1994
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
PRINCIPAL OFFICE AND SEAL..................................................... 1
Section 1. Principal Office................................ 1
Section 2. Seal............................................ 1
ARTICLE II
MEETINGS OF TRUSTEES.......................................................... 1
Section 1. Action by Trustees.............................. 1
Section 2. Compensation of Trustees........................ 1
ARTICLE III
COMMITTEES.................................................................... 1
Section 1. Establishment................................... 1
Section 2. Proceedings; Quorum; Action..................... 2
Section 3. Executive Committee............................. 2
Section 4. Nominating Committee............................ 2
Section 5. Audit Committee................................. 2
Section 6. Compensation of Committee Members............... 2
ARTICLE IV
OFFICERS...................................................................... 2
Section 1. General......................................... 2
Section 2. Election, Tenure and Qualifications
of Officers..................................... 2
Section 3. Vacancies and Newly Created Offices............. 3
Section 4. Removal and Resignation......................... 3
Section 5. Chairman........................................ 3
Section 6. President....................................... 3
Section 7. Vice President(s)............................... 3
Section 8. Treasurer and Assistant Treasurer(s)............ 4
Section 9. Secretary and Assistant Secretaries............. 4
Section 10. Compensation of Officers........................ 4
Section 11. Surety Bond..................................... 4
ARTICLE V
MEETINGS OF HOLDERS........................................................... 5
Section 1. No Annual Meetings.............................. 5
Section 2. Special Meetings................................ 5
Section 3. Notice of Meetings; Waiver...................... 5
Section 4. Adjourned Meetings.............................. 5
Section 5. Validity of Proxies............................. 6
Section 6. Record Date..................................... 6
Section 7. Action Without a Meeting........................ 7
- i -
<PAGE>
ARTICLE VI
INTERESTS..................................................................... 7
Section 1. No Interest Certificates........................ 7
Section 2. Transfer of Interests........................... 7
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT.................................................... 7
Section 1. Fiscal Year..................................... 7
Section 2. Accountant...................................... 7
ARTICLE VIII
AMENDMENTS.................................................................... 8
Section 1. General......................................... 8
Section 2. By Holders Only................................. 8
ARTICLE IX
NET ASSET VALUE............................................................... 8
ARTICLE X
CONFLICT OF INTEREST PROCEDURES............................................... 8
Section 1. Monitoring and Reporting Conflicts.............. 8
Section 2. Annual Report................................... 9
Section 3. Resolution of Conflicts......................... 9
- ii -
<PAGE>
BY-LAWS
OF
GLOBAL MANAGERS TRUST
These By-laws of Global Managers Trust (the "Trust"), a New York common
law trust, are subject to the Declaration of Trust of the Trust dated as of
March 18, 1994, as from time to time amended, supplemented or restated (the
"Declaration"). Capitalized terms used herein have the same meanings as in the
Declaration.
ARTICLE I
PRINCIPAL OFFICE AND SEAL
-------------------------
SECTION 1. PRINCIPAL OFFICE. The principal office of the Trust shall be located
in Georgetown, Grand Cayman, Cayman Islands, British West Indies, or such other
location outside the United States as the Trustees determine. The Trust may
establish and maintain other offices and places of business as the Trustees
determine.
SECTION 2. SEAL. The Trustees may adopt a seal for the Trust in such form and
with such inscription as the Trustees determine. Any Trustee or officer of the
Trust shall have authority to affix the seal to any document.
ARTICLE II
MEETINGS OF TRUSTEES
--------------------
SECTION 1. ACTION BY TRUSTEES. Trustees may take actions at meetings held at
such places and times as the Trustees may determine, or without meetings, all as
provided in Article II, Section 2.5, of the Declaration.
SECTION 2. COMPENSATION OF TRUSTEES. Each Trustee who is neither an employee of
an investment adviser of the Trust or any Series nor an employee of an entity
affiliated with the investment adviser may receive such compensation from the
Trust for services and reimbursement for expenses as the Trustees may determine.
ARTICLE III
COMMITTEES
----------
SECTION 1. ESTABLISHMENT. The Trustees may designate one or more committees of
the Trustees, which shall include an Executive Committee, a Nominating
<PAGE>
Committee, and an Audit Committee (collectively, the "Established Committees").
The Trustees shall determine the number of members of each committee and its
powers and shall appoint its members and its chair. Each committee member shall
serve at the pleasure of the Trustees. The Trustees may abolish any committee,
other than the Established Committees, at any time. Each committee shall
maintain records of its meetings and report its actions to the Trustees. The
Trustees may rescind any action of any committee, but such rescission shall not
have retroactive effect. The Trustees may delegate to any committee any of its
powers, subject to the limitations of applicable law.
SECTION 2. PROCEEDINGS; QUORUM; ACTION. Each committee may adopt such rules
governing its proceedings, quorum and manner of acting as it shall deem proper
and desirable. In the absence of such rules, a majority of any committee shall
constitute a quorum, and a committee shall act by the vote of a majority of a
quorum.
SECTION 3. EXECUTIVE COMMITTEE. The Executive Committee shall have all the
powers of the Trustees when the Trustees are not in session. The Chairman shall
be a member and the chair of the Executive Committee. A majority of the members
of the Executive Committee shall be trustees who are not "interested persons" of
the Trust, as defined in the 1940 Act ("Disinterested Trustees").
SECTION 4. NOMINATING COMMITTEE. The Nominating Committee shall nominate
individuals to serve as Trustees (including Disinterested Trustees), as members
of committees, and as officers of the Trust. The members of the Committee shall
be Disinterested Trustees.
SECTION 5. AUDIT COMMITTEE. The Audit Committee shall review and evaluate the
audit function, including recommending the selection of independent certified
public accountants for each Series.
SECTION 6. COMPENSATION OF COMMITTEE MEMBERS. Each committee member who is a
Disinterested Trustee may receive such compensation from the Trust for services
and reimbursement for expenses as the Trustees may determine.
ARTICLE IV
OFFICERS
--------
SECTION 1. GENERAL. The officers of the Trust shall be a Chairman, a President,
one or more Vice Presidents, a Treasurer, and a Secretary, and may include one
or more Assistant Treasurers or Assistant Secretaries and such other officers
("Other Officers") as the Trustees may determine.
SECTION 2. ELECTION, TENURE AND QUALIFICATIONS OF OFFICERS. The Trustees shall
elect the officers of the Trust, except those appointed as provided in Section 9
- 2 -
<PAGE>
of this Article. Each officer elected by the Trustees shall hold office until
his or her successor shall have been elected and qualified or until his or her
earlier death, inability to serve, or resignation. Any person may hold one or
more offices, except that the Chairman and the Secretary may not be the same
individual. A person who holds more than one office in the Trust may not act in
more than one capacity to execute, acknowledge, or verify an instrument required
by law to be executed, acknowledged, or verified by more than one officer. No
officer other than the Chairman need be a Trustee or Holder.
SECTION 3. VACANCIES AND NEWLY CREATED OFFICES. Whenever a vacancy shall occur
in any office or if any new office is created, the Trustees may fill such
vacancy or new office.
SECTION 4. REMOVAL AND RESIGNATION. Officers serve at the pleasure of the
Trustees and may be removed at any time with or without cause. The Trustees may
delegate this power to the Chairman or President with respect to any Other
Officer. Such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Any officer may resign from office at any time by
delivering a written resignation to the Trustees, Chairman, or the President.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.
SECTION 5. CHAIRMAN. The Chairman shall be the chief executive officer of the
Trust. Subject to the direction of the Trustees, the Chairman shall have general
charge, supervision and control over the Trust's business affairs and shall be
responsible for the management thereof and the execution of policies established
by the Trustees. The Chairman shall preside at any Holders' meetings and at all
meetings of the Trustees and shall in general exercise the powers and perform
the duties of the Chairman of the Trustees. Except as the Trustees may otherwise
order, the Chairman shall have the power to grant, issue, execute or sign such
powers of attorney, proxies, agreements or other documents. The Chairman also
shall have the power to employ attorneys, accountants and other advisers and
agents for the Trust. The Chairman shall exercise such other powers and perform
such other duties as the Trustees may assign to the Chairman.
SECTION 6. PRESIDENT. The President shall have such powers and perform such
duties as the Trustees or the Chairman may determine. At the request or in the
absence or disability of the Chairman, the President shall perform all the
duties of the Chairman and, when so acting, shall have all the powers of the
Chairman.
SECTION 7. VICE PRESIDENT(S). The Vice President(s) shall have such powers and
perform such duties as the Trustees or the Chairman may determine. At the
- 3 -
<PAGE>
request or in the absence or disability of the President, the Vice President
(or, if there are two or more Vice Presidents, then the senior of the Vice
Presidents present and able to act) shall perform all the duties of the
President and, when so acting, shall have all the powers of the President. The
Trustees may designate a Vice President as the principal financial officer of
the Trust or to serve one or more other functions. If a Vice President is
designated as principal financial officer of the Trust, he or she shall have
general charge of the finances and books of the Trust and shall report to the
Trustees annually regarding the financial condition of each Series as soon as
possible after the close of such Series's fiscal year. The Trustees also may
designate one of the Vice Presidents as Executive Vice President.
SECTION 8. TREASURER AND ASSISTANT TREASURER(S). The Treasurer may be designated
as the principal financial officer or as the principal accounting officer of the
Trust. If designated as principal financial officer, the Treasurer shall have
general charge of the finances and books of the Trust, and shall report to the
Trustees annually regarding the financial condition of each Series as soon as
possible after the close of such Series' fiscal year. The Treasurer shall be
responsible for the delivery of all funds and securities of the Trust to such
company as the Trustees shall retain as Custodian. The Treasurer shall furnish
such reports concerning the financial condition of the Trust as the Trustees may
request. The Treasurer shall perform all acts incidental to the office of
Treasurer, subject to the Trustees' supervision, and shall perform such
additional duties as the Trustees may designate.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Trustees or the Treasurer may assign, and, in the absence of the Treasurer, may
perform all the duties of the Treasurer.
SECTION 9. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record all
votes and proceedings of the meetings of Trustees and Holders in books to be
kept for that purpose. The Secretary shall be responsible for giving and serving
notices of the Trust. The Secretary shall have custody of any seal of the Trust
and shall be responsible for the records of the Trust, including the Interest
register and such other books and documents as may be required by the Trustees
or by law. The Secretary shall perform all acts incidental to the office of
Secretary, subject to the supervision of the Trustees, and shall perform such
additional duties as the Trustees may designate.
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<PAGE>
Any Assistant Secretary may perform such duties of the Secretary as the
Trustees or the Secretary may assign, and, in the absence of the Secretary, may
perform all the duties of the Secretary.
SECTION 10. COMPENSATION OF OFFICERS. Each officer may receive such compensation
from the Trust for services and reimbursement for expenses as the Trustees may
determine.
SECTION 11. SURETY BOND. The Trustees may require any officer or agent of the
Trust to execute a bond (including, without limitation, any bond required by the
1940 Act and the rules and regulations of the Securities and Exchange Commission
("Commission")) to the Trust in such sum and with such surety or sureties as the
Trustees may determine, conditioned upon the faithful performance of his or her
duties to the Trust, including responsibility for negligence and for the
accounting of any of the Trust's property, funds or securities that may come
into his or her hands.
ARTICLE V
MEETINGS OF HOLDERS
-------------------
SECTION 1. NO ANNUAL MEETINGS. There shall be no annual Holders' meetings,
unless required by law.
SECTION 2. SPECIAL MEETINGS. The Secretary shall call a special meeting of
Holders of any Series or Class whenever ordered by the Trustees.
The Secretary also shall call a special meeting of Holders of any
Series or Class upon the written request of Holders owning at least ten percent
of the Interests of such Series or Class entitled to vote at such meeting;
provided, that (1) such request shall state the purposes of such meeting and the
matters proposed to be acted on, and (2) the Holders requesting such meeting
shall have paid to the Trust the reasonably estimated cost of preparing and
mailing the notice thereof, which the Secretary shall determine and specify to
such Holders. If the Secretary fails for more than thirty days to call a special
meeting when required to do so, the Trustees or the Holders requesting such a
meeting may, in the name of the Secretary, call the meeting by giving the
required notice. The Secretary shall not call a special meeting upon the request
of Holders of any Series or Class to consider any matter that is substantially
the same as a matter voted upon at any special meeting of Holders of such Series
or Class held during the preceding twelve months, unless requested by the
holders of a majority of the Interests of such Series or Class entitled to be
voted at such meeting.
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<PAGE>
A special meeting of Holders of any Series or Class shall be held at
such time and place outside the United States as is determined by the Trustees
and stated in the notice of that meeting.
SECTION 3. NOTICE OF MEETINGS; WAIVER. The Secretary shall call a special
meeting of Holders by giving written notice of the place, date, time, and
purposes of that meeting at least fifteen days before the date of such meeting.
The Secretary may deliver or mail, postage prepaid, the written notice of any
meeting to each Holder entitled to vote at such meeting. If mailed, notice shall
be deemed to be given when deposited in the mail directed to the Holder at his
or her address as it appears on the records of the Trust.
SECTION 4. ADJOURNED MEETINGS. A Holders' meeting may be adjourned one or more
times for any reason, including the failure of a quorum to attend the meeting.
No notice of adjournment of a meeting to another time or place need be given to
Holders if such time and place are announced at the meeting at which the
adjournment is taken or reasonable notice is given to persons present at the
meeting, and if the adjourned meeting is held within a reasonable time after the
date set for the original meeting. Any business that might have been transacted
at the original meeting may be transacted at any adjourned meeting. If after the
adjournment a new record date is fixed for the adjourned meeting, the Secretary
shall give notice of the adjourned meeting to Holders of record entitled to vote
at such meeting. Any irregularities in the notice of any meeting or the
nonreceipt of any such notice by any of the Holders shall not invalidate any
action otherwise properly taken at any such meeting.
SECTION 5. VALIDITY OF PROXIES. Subject to the provisions of the Declaration,
Holders entitled to vote may vote either in person or by proxy; provided, that
either (1) the Holder or his or her duly authorized attorney has signed and
dated a written instrument authorizing such proxy to act, or (2) the Trustees
adopt by resolution an electronic, telephonic, computerized or other alternative
to execution of a written instrument authorizing the proxy to act, but if a
proposal by anyone other than the officers or Trustees is submitted to a vote of
the Holders of any Series or Class, or if there is a proxy contest or proxy
solicitation or proposal in opposition to any proposal by the officers or
Trustees, Interests may be voted only in person or by written proxy. Unless the
proxy provides otherwise, it shall not be valid for more than eleven months
before the date of the meeting. All proxies shall be delivered to the Secretary
or other person responsible for recording the proceedings before being voted. A
proxy with respect to Interests held in the name of two or more persons shall be
valid if executed by one of them unless at or prior to exercise of such
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<PAGE>
proxy the Trust receives a specific written notice to the contrary from any one
of them. Unless otherwise specifically limited by their terms, proxies shall
entitle the Holder to vote at any adjournment of a Holders' meeting. A proxy
purporting to be executed by or on behalf of a Holder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. At every meeting of Holders, unless the
voting is conducted by inspectors, the chairman of the meeting shall decide all
questions concerning the qualifications of voters, the validity of proxies, and
the acceptance or rejection of votes. Subject to the provisions of the Delaware
Business Trust Act, Declaration or these By-laws, the General Corporation Law of
the State of Delaware relating to proxies, and judicial interpretations
thereunder, shall govern all matters concerning the giving, voting or validity
of proxies, as if the Trust were a Delaware corporation and the Holders were
shareholders of a Delaware corporation.
SECTION 6. RECORD DATE. The Trustees may fix in advance a date up to ninety days
before the date of any Holders' meeting as a record date for the determination
of the Holders entitled to notice of, and to vote at, any such meeting. The
Holders of record entitled to vote at a Holders' meeting shall be deemed the
Holders of record at any meeting reconvened after one or more adjournments,
unless the Trustees have fixed a new record date. If the Holders' meeting is
adjourned for more than sixty days after the original date, the Trustees shall
establish a new record date.
SECTION 7. ACTION WITHOUT A MEETING. Holders may take any action without a
meeting if a majority (or such greater amount as may be required by law or the
Declaration) of the Interests entitled to vote on the matter consent to the
action in writing and such written consents are filed with the records of
Holders' meetings. Such written consent shall be treated for all purposes as a
vote at a meeting of the Holders.
ARTICLE VI
INTERESTS
---------
SECTION 1. NO INTEREST CERTIFICATES. Neither the Trust nor any Series or Class
shall issue certificates certifying the ownership of Interests, unless the
Trustees authorize such certificates.
SECTION 2. TRANSFER OF INTERESTS. Interests held by Holders are
non-transferable.
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<PAGE>
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT
--------------------------
SECTION 1. FISCAL YEAR. The fiscal year of the Trust shall end on August 31.
SECTION 2. ACCOUNTANT. The Trust shall employ independent certified public
accountants as its Accountant to examine the accounts of the Trust and to sign
and certify financial statements filed by the Trust. The Accountant's
certificates and reports shall be addressed both to the Trustees and to the
Holders. A majority of the Disinterested Trustees shall select the Accountant at
any meeting held within ninety days before or after the beginning of the fiscal
year of the Trust, acting upon the recommendation of the Audit Committee. The
Trust shall submit the selection for ratification or rejection at the next
succeeding Holders' meeting, if such a meeting is to be held within the Trust's
fiscal year. If the selection is rejected at that meeting, the Accountant shall
be selected by majority vote of the Trust's outstanding voting Interests, either
at the meeting at which the rejection occurred or at a subsequent meeting of
Holders called for the purpose of selecting an Accountant. The employment of the
Accountant shall be conditioned upon the right of the Trust to terminate such
employment without any penalty by vote of a Majority Holder Vote at any Holders'
meeting called for that purpose.
ARTICLE VIII
AMENDMENTS
----------
SECTION 1. GENERAL. Except as provided in Section 2 of this Article, these
By-laws may be amended by the Trustees, or by the affirmative vote of a majority
of the Interests entitled to vote at any meeting.
SECTION 2. BY HOLDERS ONLY. After the issue of any Interests, this Article may
only be amended by the affirmative vote of the holders of the lesser of (a) at
least two-thirds of the Interests present and entitled to vote at any meeting,
or (b) at least fifty percent of the Interests.
ARTICLE IX
NET ASSET VALUE
---------------
The term "Net Asset Value" of any Series shall mean that amount by
which the assets belonging to that Series exceed its liabilities, all as
determined by or under the direction of the Trustees. Net Asset Value per
Interest shall be determined separately for each Series and shall be determined
on such days and at such times as the Trustees may determine. The Trustees shall
make such determination with respect to securities for which market
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<PAGE>
quotations are readily available, at the market value of such securities, and
with respect to other securities and assets, at the fair value as determined in
good faith by the Trustees; provided, however, that the Trustees, without Holder
approval, may alter the method of appraising portfolio securities insofar as
permitted under the 1940 Act and the rules, regulations and interpretations
thereof promulgated or issued by the SEC or insofar as permitted by any order of
the SEC applicable to the Series. The Trustees may delegate any of their powers
and duties under this Article X with respect to appraisal of assets and
liabilities. At any time the Trustees may cause the Net Asset Value per Interest
last determined to be determined again in a similar manner and may fix the time
when such redetermined values shall become effective.
ARTICLE X
CONFLICT OF INTEREST PROCEDURES
-------------------------------
SECTION 1. MONITORING AND REPORTING CONFLICTS. Some of the trustees of Global
Managers Trust, Neuberger & Berman Equity Trust and Neuberger & Berman Equity
Funds (collectively, the "Trusts") and every other Holder may be the same
individuals. Set forth in this Article are procedures established to address
potential conflicts of interest that may arise between the Trusts. On an ongoing
basis, an administrator of Global Managers Trust shall be responsible for
monitoring the Trusts for the existence of any material conflicts of interest
between the Trusts. Such administrator shall be responsible for reporting any
potential or existing conflicts to trustees of the Trusts as they may develop.
SECTION 2. ANNUAL REPORT. The Manager shall report to the trustees of the Trusts
annually regarding its monitoring of the Trusts for conflicts of interest.
SECTION 3. RESOLUTION OF CONFLICTS. If a potential conflict of interest arises,
the Trustees shall take such action as is reasonably appropriate to deal with
the conflict, up to and including recommending a change in the trustees and
implementing such recommendation, consistent with applicable law.
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AMENDMENT TO ARTICLE X, SECTION 1
On November 17, 1995, Article X, Section 1 of the By-laws was amended
in its entirety as follows:
SECTION 1. MONITORING AND REPORTING CONFLICTS. Some or all of the
trustees of Global Managers Trust, Neuberger & Berman Equity Trust,
Neuberger & Berman Equity Funds and Neuberger & Berman Equity
Assets (collectively, the "Trusts") and any or every other Holder
may be the same individuals. Set forth in this Article are
procedures established to address potential conflicts of interest
that may arise between the Trusts. On an ongoing basis, the
investment manager to the International Portfolio of the Trust
shall be responsible for monitoring the Trusts for the existence of
any material conflicts of interest between the Trusts. Such
investment manager shall be responsible for reporting any potential
or existing conflicts to trustees of the Trusts as they may
develop.
CUSTODIAN CONTRACT
Between
GLOBAL MANAGERS TRUST
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
1. Employment of Custodian and Property to be Held By It...............1
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian in the United States..............2
2.1 Holding Securities.........................................2
2.2 Delivery of Securities.....................................2
2.3 Registration of Securities.................................5
2.4 Bank Accounts..............................................5
2.5 Availability of Federal Funds..............................5
2.6 Collection of Income.......................................6
2.7 Payment of Fund Monies.....................................6
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased.......................................8
2.9 Appointment of Agents......................................8
2.10 Deposit of Fund Assets in Securities System................8
2.11 Fund Assets Held in the Custodian's
Direct Paper System........................................9
2.12 Segregated Account........................................10
2.13 Ownership Certificates for Tax Purposes...................11
2.14 Proxies...................................................11
2.15 Communications Relating to Portfolio Securities...........11
3. Duties of the Custodian with Respect to Property of
the Fund Held Outside of the United States.........................12
3.1 Appointment of Foreign Sub-Custodians.................... 12
3.2 Assets to be Held.........................................12
3.3 Foreign Securities Depositories...........................12
3.4 Agreements with Foreign Banking Institutions..............12
3.5 Access of Independent Accountants of the Fund.............13
3.6 Reports by Custodian......................................13
3.7 Transactions in Foreign Custody Account...................13
3.8 Liability of Foreign Sub-Custodians.......................14
3.9 Liability of Custodian....................................14
3.10 Reimbursement for Advances................................15
3.11 Monitoring Responsibilities...............................16
3.12 Branches of U.S. Banks....................................16
3.13 Foreign Exchange Transactions.............................17
3.14 Tax Law...................................................17
4. Payments for Sales or Repurchase or Redemptions
of Shares of the Fund..............................................18
5. Proper Instructions................................................19
6. Actions Permitted Without Express Authority........................19
7. Evidence of Authority..............................................20
8. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income......................20
9. Records............................................................20
10. Opinion of Fund's Independent Accountants..........................21
11. Reports to Fund by Independent Public Accountants..................21
12. Compensation of Custodian..........................................21
13. Responsibility of Custodian........................................22
14. Effective Period, Termination and Amendment........................23
15. Successor Custodian................................................24
16. Interpretive and Additional Provisions.............................24
17. Additional Funds...................................................25
18. Massachusetts Law to Apply.........................................25
<PAGE>
19. Limitation of Trustee, Officer and Shareholder Liability...........25
20. No Liability of Other Portfolios...................................26
21. Confidentiality....................................................26
22. Assignment.........................................................26
23. Severability.......................................................26
24. Prior Contracts....................................................26
25. Shareholder Communications Election................................26
<PAGE>
CUSTODIAN CONTRACT
------------------
This Contract between Global Managers Trust, a common law trust
organized and existing under the laws of New York, having its principal place of
business at 605 Third Avenue, New York, New York 10158 hereinafter called the
"Fund", and State Street Bank and Trust Company, a Massachusetts trust company,
having its principal place of business at 225 Franklin Street, Boston,
Massachusetts, 02110, hereinafter called the "Custodian",
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends to initially offer shares in one series,
International Portfolio (such series together with all other series subsequently
established by the Fund and made subject to this Contract in accordance with
paragraph 17, being herein referred to as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
-----------------------------------------------------
The Fund hereby employs the Custodian as the custodian of the assets of
each Portfolio, including securities which the Fund, on behalf of the applicable
Portfolio desires to be held in places within the United States ("domestic
securities") and securities it desires to be held outside the United States
("foreign securities") pursuant to the provisions of the Trust Instrument. The
Fund on behalf of each Portfolio agrees to deliver to the Custodian all
securities and cash of the Portfolios, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Portfolio(s) from time to time, and the cash consideration received
by it for such new or treasury shares of beneficial interest of the Fund
representing interests in the Portfolios, ("Shares") as may be issued or sold
from time to time. The Custodian shall not be responsible for any property of a
Portfolio held or received by the Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article
5), the Custodian shall on behalf of the applicable Portfolio(s) from time to
time employ one or more sub-custodians, located in the United States but only in
accordance with an applicable vote by the Board of Trustees of the Fund on
behalf of the applicable Portfolio(s), and provided that the Custodian shall
have no more or less responsibility or liability to the Fund on account of any
actions or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian. The Custodian may employ as sub-custodian
for the Fund's foreign securities on behalf of the applicable Portfolio(s) the
foreign banking institutions and foreign securities depositories designated in
Schedule A hereto but only in accordance with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the Fund Held
By the Custodian in the United States
-----------------------------------------------------------------
2.1 Holding Securities. The Custodian shall hold and physically segregate
for the account of each Portfolio all non-cash property, to be held by
it in the United States including all domestic securities owned by such
Portfolio, other than (a) securities which are maintained pursuant to
Section 2.10 in a clearing agency which acts as a securities depository
or in a book-entry system authorized by the U.S. Department of the
Treasury, collectively referred to herein as "Securities System" and
(b) commercial paper of an issuer for which State Street Bank and Trust
Company acts as issuing and paying agent ("Direct Paper")
1
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which is deposited and/or maintained in the Direct Paper System of the
Custodian pursuant to Section 2.11.
2.2 Delivery of Securities. The Custodian shall release and deliver
domestic securities owned by a Portfolio held by the Custodian or in a
Securities System account of the Custodian or in the Custodian's Direct
Paper book entry system account ("Direct Paper System Account") only
upon receipt of Proper Instructions from the Fund on behalf of the
applicable Portfolio, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the Portfolio
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.9 or into the name
or nominee name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units; PROVIDED that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall
have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for
such securities except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Portfolio, BUT ONLY against receipt of adequate
collateral as agreed upon from time to time by the Custodian
2
<PAGE>
and the Fund on behalf of the Portfolio, which may be in the
form of cash or obligations issued by the United States
government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the
Custodian will not be held liable or responsible for the
delivery of securities owned by the Portfolio prior to the
receipt of such collateral;
11) For delivery as security in connection with any borrowings by
the Fund on behalf of the Portfolio requiring a pledge of
assets by the Fund on behalf of the Portfolio, BUT ONLY
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Portfolio of the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian, and a Futures Commission Merchant registered under
the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or organizations,
regarding account deposits in connection with transactions by
the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for a Portfolio, for delivery to such
Transfer Agent or to the holders of shares in connection with
distributions in kind, as may be described from time to time
in the currently effective prospectus and statement of
additional information of the Fund, related to the Portfolio
("Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper corporate purpose, BUT ONLY upon receipt
of, in addition to Proper Instructions from the Fund on behalf
of the applicable Portfolio, a certified copy of a resolution
of the Board of Trustees or of the Executive Committee signed
by an officer of the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities of the
Portfolio to be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to
whom delivery of such securities shall be made.
2.3 Registration of Securities. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which nominee shall be
assigned exclusively to the Portfolio, UNLESS the Fund has authorized
in writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as
the Portfolio, or in the name or nominee name of any agent appointed
pursuant to Section 2.9 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities accepted
3
<PAGE>
by the Custodian on behalf of the Portfolio under the terms of this
Contract shall be in "street name" or other good delivery form. If,
however, the Fund directs the Custodian to maintain securities in
"street name", the Custodian shall utilize its best efforts only to
timely collect income due the Fund on such securities and to notify the
Fund on a best efforts basis only of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Portfolio
of the Fund which shall contain only property held by the Custodian as
custodian for that Portfolio, subject only to draft or order by the
Custodian acting pursuant to the terms of this Contract, and shall hold
in such account or accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Portfolio, other than
cash maintained by the Portfolio in a bank account established and used
in accordance with Rule 17f-3 under the Investment Company Act of 1940.
Funds held by the Custodian for a Portfolio may be deposited by it to
its credit as Custodian in the Banking Department of the Custodian or
in such other banks or trust companies as it may in its discretion deem
necessary or desirable; PROVIDED, however, that every such bank or
trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust company
and the funds to be deposited with each such bank or trust company
shall on behalf of each applicable Portfolio be approved by vote of a
majority of the Board of Trustees of the Fund. Such funds shall be
deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
2.5 Availability of Federal Funds. Upon mutual agreement between the Fund
on behalf of each applicable Portfolio and the Custodian, the Custodian
shall, upon the receipt of Proper Instructions from the Fund on behalf
of a Portfolio, make federal funds available to such Portfolio as of
specified times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for Shares of
such Portfolio which are deposited into the Portfolio's account.
2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which
each Portfolio shall be entitled either by law or pursuant to custom in
the securities business, and shall collect on a timely basis all income
and other payments with respect to bearer domestic securities if, on
the date of payment by the issuer, such securities are held by the
Custodian or its agent and shall credit such income, as collected, to
such Portfolio's custodian account. Without limiting the generality of
the foregoing, the Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held
hereunder. Collection of income due each Portfolio on securities loaned
pursuant to the provisions of Section 2.2 (10) shall be the
responsibility of the Custodian so long as the securities are
registered and remain in the name of the Fund, the Custodian, or its
nominee, or in the Depository Trust Company account of the Custodian,
but otherwise shall be the responsibility of the Fund and the Custodian
will have no duty or responsibility in connection therewith, other than
to provide the Fund with such information or data as may be necessary
to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Portfolio is properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper Instructions from the
Fund on behalf of the applicable Portfolio, which may be continuing
4
<PAGE>
instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
the Portfolio but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or
any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the
Investment Company Act of 1940, as amended, to act as a
custodian and has been designated by the Custodian as its
agent for this purpose) registered in the name of the
Portfolio or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth
in Section 2.10 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with the
conditions set forth in Section 2.11; (d) in the case of
repurchase agreements entered into between the Fund on behalf
of the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an
entry crediting the Custodian's account at the Federal Reserve
Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Portfolio of securities
owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from
the Portfolio or (e) for transfer to a time deposit account of
the Fund in any bank, whether domestic or foreign; such
transfer may be effected prior to receipt of a confirmation
from a broker and/or the applicable bank pursuant to Proper
Instructions from the Fund as defined in Article 5;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of Shares issued by the
Portfolio as set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in
whole or part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares of the Portfolio
declared pursuant to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
Portfolio, a certified copy of a resolution of the Board of
Trustees or of the Executive Committee of the Fund signed by
an officer of the Fund and certified by its Secretary or an
Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to be
made.
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2.8 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as specifically stated otherwise in this Contract, in any and
every case where payment for purchase of domestic securities for the
account of a Portfolio is made by the Custodian in advance of receipt
of the securities purchased in the absence of specific written
instructions from the Fund on behalf of such Portfolio to so pay in
advance, the Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had been received by
the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of
1940, as amended, and its rules or regulations to act as a custodian,
as its agent to carry out such of the provisions of this Article 2 as
the Custodian may from time to time direct; PROVIDED, however, that the
appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.10 Deposit of Fund Assets in Securities Systems. The Custodian may deposit
and/or maintain securities owned by a Portfolio in a clearing agency
registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively
referred to herein as "Securities System" in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities of the Portfolio in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian in the
Securities System which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a Securities System shall
identify by book-entry those securities belonging to the
Portfolio;
3) The Custodian shall pay for securities purchased for the
account of the Portfolio upon (i) receipt of advice from the
Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the
account of the Portfolio. The Custodian shall transfer
securities sold for the account of the Portfolio upon (i)
receipt of advice from the Securities System that payment for
such securities has been transferred to the Account, and (ii)
the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the
Portfolio. Copies of all advices from the Securities System of
transfers of securities for the account of the Portfolio shall
identify the Portfolio, be maintained for the Portfolio by the
Custodian and be provided to the Fund at its request. Upon
request, the Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from the account
of the Portfolio in the form of a written advice or notice and
shall furnish to the Fund on behalf of the Portfolio copies of
daily transaction sheets reflecting each day's transactions in
the Securities System for the account of the Portfolio;
4) The Custodian shall provide the Fund for the Portfolio with
any report obtained by the Custodian (or by any agent
appointed by the Custodian pursuant to Section 2.9) on the
Securities System's accounting system, internal accounting
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control and procedures for safeguarding securities deposited
in the Securities System;
5) The Custodian shall have received from the Fund on behalf of
the Portfolio the certificate required by Article 14 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting
from use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from failure of
the Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System; at the
election of the Fund, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claim against
the Securities System or any other person which the Custodian
may have as a consequence of any such loss or damage if and to
the extent that the Portfolio has not been made whole for any
such loss or damage.
2.11 Fund Assets Held in the Custodian's Direct Paper System. The Custodian
may deposit and/or maintain securities owned by a Portfolio in the
Direct Paper System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Fund on behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the
Direct Paper System only if such securities are represented in
an account ("Account") of the Custodian in the Direct Paper
System which shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System
shall identify by book-entry those securities belonging to the
Portfolio;
4) The Custodian shall pay for securities purchased for the
account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such payment and transfer
of securities to the account of the Portfolio. The Custodian
shall transfer securities sold for the account of the
Portfolio upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for
the account of the Portfolio;
5) The Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from the account
of the Portfolio, in the form of a written advice or notice,
of Direct Paper on the next business day following such
transfer and shall furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets reflecting each
day's transaction in the Securities System for the account of
the Portfolio;
6) The Custodian shall provide the Fund on behalf of the
Portfolio with any report on the Custodian's system of
internal accounting control as the Fund may reasonably request
from time to time.
2.12 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts
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<PAGE>
may be transferred cash and/or securities, including securities
maintained in an account by the Custodian pursuant to Section 2.10
hereof, (i) in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contracts or options thereon purchased
or sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, BUT ONLY, in the case of clause (iv),
upon receipt of, in addition to Proper Instructions from the Fund on
behalf of the applicable Portfolio, a certified copy of a resolution of
the Board of Trustees or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate purposes.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Portfolio held by
it and in connection with transfers of securities.
2.14 Proxies. The Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in
the name of the Portfolio or a nominee of the Portfolio, all proxies,
without indication of the manner in which such proxies are to be voted,
and shall promptly deliver to the Portfolio such proxies, all proxy
soliciting materials and all notices relating to such securities.
2.15 Communications Relating to Portfolio Securities. The Custodian shall
transmit promptly to the Fund for each Portfolio all written
information (including, without limitation, pendency of calls and
maturities of domestic securities and expirations of rights in
connection therewith and notices of exercise of call and put options
written by the Fund on behalf of the Portfolio and the maturity of
futures contracts purchased or sold by the Portfolio) received by the
Custodian from issuers of the securities being held for the Portfolio.
With respect to tender or exchange offers, the Custodian shall transmit
promptly to the Portfolio all written information received by the
Custodian from issuers of the securities whose tender or exchange is
sought and from the party (or his agents) making the tender or exchange
offer. If the Portfolio desires to take action with respect to any
tender offer, exchange offer or any other similar transaction, the
Portfolio shall when reasonably possible notify the Custodian at least
three business days prior to the date on which the Custodian is to take
such action.
3. Duties of the Custodian with Respect to Property of the Fund Held
Outside of the United States
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3.1 Appointment of Foreign Sub-Custodians. The Fund hereby authorizes and
instructs the Custodian to employ as sub-custodians for each
Portfolio's securities and other assets maintained outside the United
States the foreign banking institutions and foreign securities
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<PAGE>
depositories designated on Schedule A hereto ("foreign
sub-custodians"). Upon receipt of "Proper Instructions", as defined in
Section 5 of this Contract, together with a certified resolution of the
Fund's Board of Trustees, the Custodian and the Fund may agree to amend
Schedule A hereto from time to time to designate additional foreign
banking institutions and foreign securities depositories to act as
sub-custodian. Upon receipt of Proper Instructions, the Fund may
instruct the Custodian to cease the employment of any one or more such
sub-custodians for maintaining custody of a Portfolio's assets.
3.2 Assets to be Held. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5
under the Investment Company Act of 1940, and (b) cash and cash
equivalents in such amounts as the Custodian or the Fund may determine
to be reasonably necessary to effect a Portfolio's foreign securities
transactions. The Custodian shall identify on its books as belonging to
each Portfolio, the foreign securities of the Portfolio held by each
foreign sub-custodian.
3.3 Foreign Securities Depositories. Except as may otherwise be agreed upon
in writing by the Custodian and the Fund, assets of each Portfolio
shall be maintained in foreign securities depositories only through
arrangements implemented by the foreign banking institutions serving as
sub-custodians pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements containing the
provisions set forth in Section 3.4 hereof.
3.4 Agreements with Foreign Banking Institutions. Each agreement with a
foreign banking institution shall be substantially in the form set
forth in Exhibit 1 hereto and shall provide that: (a) the assets of
each Portfolio will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the foreign banking
institution or its creditors or agent, except a claim of payment for
their safe custody or administration; (b) beneficial ownership for the
assets of each Portfolio will be freely transferable without the
payment of money or value other than for custody or administration; (c)
adequate records will be maintained identifying the assets as belonging
to each applicable Portfolio; (d) officers of or auditors employed by,
or other representatives of the Custodian, including to the extent
permitted under applicable law the independent public accountants for
the Fund, will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with
the Custodian; and (e) assets of each Portfolio held by the foreign
sub-custodian will be subject only to the instructions of the Custodian
or its agents.
3.5 Access of Independent Accountants of the Fund. Upon request of the
Fund, the Custodian will use its best efforts to arrange for the
independent accountants of the Fund to be afforded access to the books
and records of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the
performance of such foreign banking institution under its agreement
with the Custodian.
3.6 Reports by Custodian. 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 Portfolio held by foreign
sub-custodians, including but not limited to an identification of
entities having possession of each Portfolio's securities and other
assets and advices or notifications of any transfers of securities to
or from each custodial account maintained by a foreign banking
institution for the Custodian on behalf of each applicable Portfolio
indicating, as to securities acquired for a Portfolio, the identity of
the entity having physical possession of such securities.
3.7 Transactions in Foreign Custody Account. (a) Except as otherwise
provided in paragraph (b) of this Section 3.7, the provision of
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Sections 2.2 and 2.7 of this Contract shall apply, MUTATIS MUTANDIS to
the foreign securities of the Fund held outside the United States by
foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of each
applicable Portfolio and delivery of securities maintained for the
account of each applicable Portfolio may be effected in accordance with
the customary established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering
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.
(c) Securities maintained in the custody of a foreign sub-custodian may
be maintained in the name of such entity's nominee to the same extent
as set forth in Section 2.3 of this Contract, and the Fund agrees to
hold any such nominee harmless from any liability as a holder of record
of such securities.
3.8 Liability of Foreign Sub-Custodians. Each agreement pursuant to which
the Custodian employs a foreign banking institution as a foreign
sub-custodian shall require the institution to exercise reasonable care
in the performance of its duties and to indemnify, and hold harmless,
the Custodian and the Fund from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the
Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a foreign banking
institution as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made
whole for any such loss, damage, cost, expense, liability or claim.
3.9 Liability of Custodian. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same extent as set
forth with respect to sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a
U.S. bank as contemplated by paragraph 3.12 hereof, the Custodian shall
not be liable for any loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency restrictions,
or acts of war or terrorism or any loss where the sub-custodian has
otherwise exercised reasonable care. Notwithstanding the foregoing
provisions of this paragraph 3.9, in delegating custody duties to State
Street London Ltd., the Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation, except
such loss as may result from (a) political risk (including, but not
limited to, exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) or
(b) other losses (excluding a bankruptcy or insolvency of State Street
London Ltd. not caused by political risk) due to Acts of God, nuclear
incident or the like, in each case under circumstances where the
Custodian and State Street London Ltd. have exercised reasonable care.
3.10 Reimbursement for Advances. If the Fund requires the Custodian to
advance cash or securities for any purpose for the benefit of a
Portfolio including the purchase or sale of foreign exchange or of
contracts for foreign exchange ("Advance"), or in the event that the
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the
performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful
misconduct ("Liability") then in such event property equal in value to
not more than 125% of such Advance and accrued interest on the Advance
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<PAGE>
or the anticipated amount of such Liability, held at any time for the
account of the appropriate Portfolio by the Custodian or sub-custodian
may be held as security for such Liability or for such Advance and
accrued interest on the Advance. The Custodian shall designate the
security or securities constituting security for an Advance or
Liability (the "Designated Securities") by notice in writing to the
Fund (which may be sent by tested telefax or telex). In the event the
value of the Designated Securities shall decline to less than 110% of
the amount of such Advance and accrued interest on the Advance or the
anticipated amount of such Liability, then the Custodian may designate
in the same manner an additional security for such obligation
("Additional Securities"), but the aggregate value of the Designated
Securities and Additional Securities shall not be in excess of 125% of
the amount of such Advance and the accrued interest on the Advance or
the anticipated amount of such Liability. At the request of the Fund,
on behalf of a Portfolio, the Custodian shall agree to substitution of
a security or securities which have a value equal to the value of the
Designated or Additional Securities which the Fund desires be released
from their status as security, and such release from status as security
shall be effective upon the Custodian and the Fund agreeing in writing
as to the identity of the substituted security or securities, which
shall thereupon become Designated Securities.
Notwithstanding the above, the Custodian shall, at the request of the
Fund, on behalf of a Portfolio, immediately release from their status
as security any or all of the Designated Securities or Additional
Securities upon the Custodian's receipt from such of Portfolio cash or
cash equivalents in an amount equal to 100% of the value of the
Designated Securities or Additional Securities that the Fund desires to
be released from their status as security pursuant to this Section. The
applicable Portfolio shall reimburse or indemnify the Custodian in
respect of a Liability and shall pay any Advances upon demand;
provided, however, that the Custodian first notified the Fund on behalf
of the Portfolio of such demand for repayment, reimbursement or
indemnification. If, upon notification, the Portfolio shall fail to pay
such Advance or interest when due or shall fail to reimburse or
indemnify the Custodian promptly in respect of a Liability, the
Custodian shall be entitled to dispose of the Designated Securities and
Additional Securities to the extent necessary to obtain repayment,
reimbursement or indemnification. Interest, dividends and other
distributions paid or received on the Designated Securities and
Additional Securities, other than payments of principal or payments
upon retirement, redemption or repurchase, shall remain the property of
the Portfolio, and shall not be subject to this Section. To the extent
that the disposition of the Portfolio's property, designated as
security for such Advance or Liability, results in an amount less than
necessary to obtain repayment, reimbursement or indemnification, the
Portfolio shall continue to be liable to the Custodian for the
differences between the proceeds of the disposition of the Portfolio's
property, designated as security for such Advance or Liability, and the
amount of the repayment, reimbursement or indemnification due to the
Custodian and the Custodian shall have the right to designate in the
same manner described above an additional security for such obligation
which shall constitute Additional Securities hereunder.
3.11 Monitoring Responsibilities. The Custodian shall furnish annually to
the Fund, during the month of June, 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 initial approval of this Contract. In addition, the Custodian
will promptly inform the Fund in the event that the Custodian learns of
a material adverse change in the financial condition of a foreign
sub-custodian or any material loss of the assets of the Fund or in the
case of any foreign sub-custodian not the subject of an exemptive order
from the Securities and Exchange Commission is notified by such foreign
sub-custodian that there appears to be a substantial likelihood that
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its shareholders' equity will decline below $200 million (U.S. dollars
or the equivalent thereof) or that its shareholders' equity has
declined below $200 million (in each case computed in accordance with
generally accepted U.S. accounting principles).
3.12 Branches of U.S. Banks. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of a
Portfolio's assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification set forth in
Section 26(a) of said Act. The appointment of any such branch as a
sub-custodian shall be governed by paragraph 1 of this Contract.
(b) Cash held for each Portfolio of the Fund in the United Kingdom
shall be maintained in an interest bearing account established for the
Fund with the Custodian's London branch, which account shall be subject
to the direction of the Custodian, State Street London Ltd. or both.
3.13 Foreign Exchange Transactions. (a) Upon receipt of Proper Instructions,
the Custodian shall settle foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on
behalf of and for the account of a Portfolio with such brokers, banks
or trust companies other than the Custodian ("Currency Brokers") as the
Fund may determine and direct pursuant to Proper Instructions or as the
Custodian may select ("Transactions Other Than As Principal").
(b) The Custodian shall not be obligated to enter into foreign exchange
transactions as principal ("Transactions As Principal"). However, if
the Custodian has made available to the Fund its services as a
principal in foreign exchange transactions and subject to any separate
agreement between the parties relating to such transactions, the
Custodian shall enter into foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on
behalf of and for the account of a Portfolio, with the Custodian as
principal.
(c) If, in a Transaction Other Than As Principal, a Currency Broker is
selected by the Fund, on behalf of a Portfolio, the Custodian shall
have no duty with respect to the selection of the Currency Broker, or,
so long as the Custodian acts in accordance with Proper Instructions,
for the failure of such Currency Broker to comply with the terms of any
contract or option. If, in a Transaction Other Than As Principal, the
Currency Broker is selected by the Custodian or if the Custodian enters
into a Transaction As Principal, the Custodian shall be responsible for
the selection of the Currency Broker and the failure of such Currency
Broker to comply with the terms of nay contract or option.
(d) In Transactions Other Than As Principal and Transactions As
Principal, the Custodian shall be responsible for any transfer of cash,
the transmission of instructions to and from a Currency Broker, if any,
the safekeeping of all certificates and other documents and agreements
evidencing or relating to such foreign exchange transactions and the
maintenance of proper records as set forth in Section 9 of this
Contract.
3.14 Tax Law. Except to the extent that imposition of any tax liability
arises from State Street's failure to perform in accordance with the
terms of this Section 3.14 or from the failure of any sub-custodian to
perform in accordance with the terms of the applicable subcustody
agreement, State Street shall have no responsibility or liability for
any obligations now or hereafter imposed on each Portfolio by the tax
law of the domicile of each Portfolio or of any jurisdiction in which
each Portfolio is invested or any political subdivision thereof. It
shall be the responsibility of State Street to use due care to perform
such steps as are required to collect any tax refund, to ascertain the
appropriate rate of tax withholding and to provide such information and
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documents as may be required to enable each Portfolio to receive
appropriate tax treatment under applicable tax laws and any applicable
treaty provisions. Unless otherwise informed by each Portfolio, State
Street, in performance of its duties under this Section, shall be
entitled to apply categorical treatment of each Portfolio according to
the nationality of each Portfolio, the particulars of its organization
and other relevant details that shall be supplied by each Portfolio.
State Street shall be entitled to rely on any information supplied by
each Portfolio. State Street may engage reasonable professional
advisors disclosed to each Portfolio by State Street, which may include
attorneys, accountants or financial institutions in the regular
business of investment administration and may rely upon advice received
therefrom. It shall be the duty of each Portfolio to inform State
Street of any change in the organization, domicile or other relevant
fact concerning tax treatment of each Portfolio and further to inform
State Street if each Portfolio is or becomes the beneficiary of any
special ruling or treatment not applicable to the general nationality
and category of entity of which each Portfolio is a part under general
laws and treaty provisions.
4. Payments for Sales or Repurchases or Redemptions of Shares of the
Fund
-----------------------------------------------------------------
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent of the Fund and deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund on behalf of each such Portfolio and the Transfer Agent
of any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to the
limitations of the Trust Instrument and any applicable votes of the Board of
Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for payment to
holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with the redemption or
repurchase of Shares of a Portfolio, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on
the Custodian by a holder of Shares, which checks have been furnished by the
Fund to the holder of Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian.
5. Proper Instructions
-------------------
Proper Instructions as used throughout this Contract means a writing
signed or initialled by two or more person or persons as the Board of Trustees
shall have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Custodian reasonably believes them
to have been given by a person authorized to give such instructions with respect
to the transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the Board of Trustees of the Fund
accompanied by a detailed description of procedures approved by the Board of
Trustees, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Fund and the
Custodian are satisfied that such procedures afford adequate safeguards for the
Portfolios' assets. For purposes of this Section, Proper Instructions shall
include instructions received by the Custodian pursuant to any three - party
agreement which requires a segregated asset account in accordance with Section
2.12.
13
<PAGE>
6. Actions Permitted without Express Authority
-------------------------------------------
The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Contract, PROVIDED that all such payments
shall be accounted for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Portfolio except as otherwise directed by the Board of
Trustees of the Fund.
7. Evidence of Authority
---------------------
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Custodian may receive and accept a certified copy of a vote of the Board of
Trustees of the Fund as conclusive evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of any action
by the Board of Trustees pursuant to the Trust Instrument as described in such
vote, and such vote may be considered as in full force and effect until receipt
by the Custodian of written notice to the contrary.
8. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
------------------------------------------------------------
If, and to the extent requested by the Fund, the Custodian shall
cooperate with and supply necessary information to the entity or entities
appointed by the Board of Trustees of the Fund to keep the books of account of
each Portfolio and/or compute the net asset value per share of the outstanding
shares of each Portfolio or, if directed in writing to do so by the Fund on
behalf of the Portfolio, shall itself keep such books of account and/or compute
such net asset value per share. If so directed, the Custodian shall also
calculate daily the net income of the Portfolio as described in the Fund's
currently effective prospectus related to such Portfolio and shall advise the
Fund and the Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the daily
income of each Portfolio shall be made at the time or times described from time
to time in the Fund's currently effective prospectus related to such Portfolio.
9. Records
-------
The Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Contract in
such manner as will meet the obligations of the Fund under the Investment
Company Act of 1940, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund
and shall at all times during the regular business hours of the Custodian be
open for inspection by duly authorized officers, employees or agents of the Fund
and employees and agents of the Securities and Exchange Commission. The
Custodian shall, at the Fund's request, supply the Fund with a tabulation of
securities owned by each Portfolio and held by the Custodian and shall, when
requested to do so by the Fund and for such compensation as shall be agreed upon
between the Fund and the Custodian, include certificate numbers in such
tabulations.
14
<PAGE>
10. Opinion of Fund's Independent Accountant
----------------------------------------
The Custodian shall take all reasonable action, as the Fund on behalf
of each applicable Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Fund's independent accountants with respect
to its activities hereunder in connection with the preparation of the Fund's
Form N-1A, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such Commission.
11. Reports to Fund by Independent Public Accountants
-------------------------------------------------
The Custodian shall provide the Fund, on behalf of each Portfolio at
such times as the Fund may reasonably require, with reports by independent
public accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian under this Contract;
such reports, shall be of sufficient scope and in sufficient detail, as may
reasonably be required by the Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and, if there are
no such inadequacies, the reports shall so state.
12. Compensation of Custodian
-------------------------
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.
13. Responsibility of Custodian
---------------------------
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
As a condition to the indemnification provided for in this Section 13,
if in any case the indemnifying party is asked to indemnify and hold the
indemnified party harmless, the indemnified party shall fully and promptly
advise the indemnifying party of all pertinent facts concerning the situation in
question, and shall use all reasonable care to identify, and promptly notify the
indemnifying party of, any situation which presents or appears likely to present
the probability of such a claim for indemnification against the indemnifying
party. The indemnifying party shall be entitled, at its own expense, to
participate in the investigation and to be consulted as to the defense of any
such claim, and in such event, the indemnified party shall keep the indemnifying
party fully and currently informed of all developments relating to such
investigation or defense. At any time, the indemnifying party shall be entitled
at its own expense to conduct the defense of any such claim, provided that the
indemnifying party: (a) reasonably demonstrates to the other party its ability
to pay the full amount of potential liability in connection with such claim and
(b) first admits in writing to the other party that such claim is one in respect
of which the indemnifying party is obligated to indemnify the other party
hereunder. Upon satisfaction of the foregoing conditions, the indemnifying party
shall take over complete defense of the claim, and the indemnified party shall
initiate no further legal or other expenses for which it shall seek
indemnification. The indemnified party shall in no case confess any claim or
make any compromise in any case in which the indemnifying party
15
<PAGE>
may be asked to indemnify the indemnified party, except with the indemnifying
party's prior written consent.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.
14. Effective Period, Termination and Amendment
-------------------------------------------
This Contract shall become effective as of its execution, shall
continue in full force and effect with respect to each Portfolio until
terminated as hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid to the other party,
such termination to take effect not sooner than thirty (30) days after the date
of such delivery or mailing; PROVIDED, however that the Custodian shall not with
respect to a Portfolio act under Section 2.10 hereof in the absence of receipt
of an initial certificate of the Secretary or an Assistant Secretary that the
Board of Trustees of the Fund has approved the use of a particular Securities
System by such Portfolio as required by Rule 17f-4 under the Investment Company
Act of 1940, as amended and that the Custodian shall not with respect to a
Portfolio act under Section 2.11 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
Trustees has approved the initial use of the Direct Paper System by such
Portfolio and the receipt of an annual certificate of the Secretary or an
Assistant Secretary that the Board of Trustees has reviewed the use by such
Portfolio of the Direct Paper System; PROVIDED FURTHER, however, that the Fund
shall not amend or terminate this Contract in contravention of any applicable
federal or state regulations, or any provision of the Trust Instrument, and
further provided, that the Fund on behalf of one or more of the Portfolios may
at any time by action of its Board of Trustees (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements. Termination of the Contract with respect to
one Portfolio (but less than all of the Portfolios) will not constitute
termination of the Contract, and the terms of the Contract continue to apply to
the other Portfolios.
15. Successor Custodian
-------------------
If a successor custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund, the Custodian shall,
upon termination, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in
a Securities System.
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the Board of
Trustees of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
16
<PAGE>
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract on behalf of each applicable Portfolio and to transfer
to an account of such successor custodian all of the securities of each such
Portfolio held in any Securities System. Thereafter, such bank or trust company
shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
16. Interpretive and Additional Provisions
--------------------------------------
In connection with the operation of this Contract, the Custodian and
the Fund on behalf of each of the Portfolios, may from time to time agree on
such provisions interpretive of or in addition to the provisions of this
Contract as may in their joint opinion be consistent with the general tenor of
this Contract. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, PROVIDED that no
such interpretive or additional provisions shall contravene any applicable
federal or state regulations or any provision of the Trust Instrument of the
Fund. No interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Contract.
17. Additional Funds
----------------
In the event that the Fund establishes one or more series of Shares in
addition to International Portfolio with respect to which it desires to have the
Custodian render services as custodian under the terms hereof, it shall so
notify the Custodian in writing, and if the Custodian agrees in writing to
provide such services, such series of Shares shall become a Portfolio hereunder.
18. Massachusetts Law to Apply
--------------------------
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
19. Limitation of Trustee, Officer and Shareholder Liability
--------------------------------------------------------
It is expressly agreed that the obligations of the Fund and each
Portfolio hereunder shall not be binding upon any of the Trustees, officers,
agents or employees of the Fund or upon the shareholders of any Portfolio
personally, but shall only bind the assets and property of the Fund, as provided
in its Trust Instrument. The execution and delivery of this Contract have been
authorized by the Trustees of the Fund, and this Contract has been executed and
delivered by an authorized officer of the Fund acting as such; neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and property
of the Fund, as provided in its Declaration of Trust.
20. No Liability of Other Portfolios
--------------------------------
Notwithstanding any other provision of this Contract, the parties agree
that the assets and liabilities of each Portfolio are separate and distinct
17
<PAGE>
from the assets and liabilities of each other Portfolio and that no Portfolio
shall be liable or shall be charged for any debt, obligation or liability of any
other Portfolio, whether arising under this Contract or otherwise.
21. Confidentiality
---------------
The Custodian agrees that all books, records, information and data
pertaining to the business of the Fund which are exchanged or received pursuant
to the negotiation or carrying out of this Contract shall remain confidential,
shall not be voluntarily disclosed to any other person, except as may be
required by law, and shall not be used by the Custodian for any purpose not
directly related to the business of the Fund, except with the Fund's written
consent.
22. Assignment
----------
Neither the Fund nor the Custodian shall have the right to assign any
of its rights or obligations under this Contract without the prior written
consent of the other party.
23. Severability
------------
If any provision of this Contract is held to be unenforceable as a
matter of law, the other terms and provisions hereof shall not be affected
thereby and shall remain in full force and effect.
24. Prior Contracts
---------------
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Fund on behalf of each of the Portfolios, or any
predecessor(s) thereto, and the Custodian relating to the custody of the Fund's
assets.
25. Shareholder Communications Election
-----------------------------------
Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Custodian needs the Fund to indicate whether it authorizes the
Custodian to provide the Fund's name, address, and share position to requesting
companies whose securities the Fund owns. If the Fund tells the Custodian "no",
the Custodian will not provide this information to requesting companies. If the
Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the
Custodian is required by the rule to treat the Fund as consenting to disclosure
of this information for all securities owned by the Fund or any funds or
accounts established by the Fund. For the Fund's protection, the Rule prohibits
the requesting company from using the Fund's name and address for any purpose
other than corporate communications. Please indicate below whether the Fund
consents or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.
NO [x] The Custodian is not authorized to release the Fund's
name, address, and share positions.
18
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 23rd day of May, 1994.
ATTEST GLOBAL MANAGERS TRUST
/s/ Claudia A. Brandon /s/ Stanley Egener
- ---------------------- By -----------------------------------
Claudia A. Brandon Stanley Egener
CEO
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ E. Solomon /s/ Ronald E. Logue
- ---------------------- By -----------------------------------
Ronald E. Logue
Executive Vice President
19
SCHEDULE A
GLOBAL MANAGERS TRUST: International Portfolio
NEUBERGER & BERMAN EQUITY FUNDS:
Neuberger & Berman International Fund
The following foreign banking institutions and foreign securities
depositories have been approved by the boards of trustees of the above-mentioned
trusts for use by the indicated series of the trust as sub-custodians for the
securities and other assets:
Citibank, N.A.-Argentina (Caja de Valores) (Argentina)
Westpac Banking Corp. (Austraclear) (Australia)
GiroCredit Bank Aktiengesellschaft der Sparkassen (OEKB) (Austria)
Generale Bank (C.I.K.) (Belgium)
Citibank, N.A. (BOVESPA) (Brazil)
Canada Trustco Mortgage Company (CDS) (Canada)
Citibank, N.A.-Chile (Chile)
The Hongkong and Shanghai Banking Corporation Limited (SSCCRC and Shenzhen
Securities Registrars Co., Ltd.) (China)
Cititrust Colombia S.A. Sociedad Fiduciaria (Columbia)
Ceskoslovenska Obchodni Banka A.S. (SCP and Czech National Bank) (Czech
Republic)
Den Danske Bank (VP-Centralen) (Denmark)
Kansallis-Osake-Pankki (Central Share Register) (Finland)
Banque Paribas (SICOVAM) (France)
Berliner Handels-und Frankfurter Bank (Deutscher Kassenverein) (Germany)
National Bank of Greece S.A. (Apothetirio Titlon) (Greece)
Standard Chartered Bank (CCASS) (Hong Kong)
Citibank Budapest Rt. (Hungary)
The Hongkong and Shanghai Banking Corporation Limited (India)
A - 1
<PAGE>
Standard Chartered Bank Jakarta (Indonesia)
Bank of Ireland (Ireland)
Bank Hapoalim B.M. (Clearing House of the Tel Aviv Stock Exchange) (Israel)
Morgan Guaranty Trust Company (Monte Titoli S.p.A.) (Italy)
Sumitomo Trust & Banking Co., Ltd. (Japan)
Standard Chartered Bank, Kuala Lumpur (Malaysia)
Citibank, N.A.-Mexico (INDEVAL) (Mexico)
Banque Commerciale du Maroc (Morocco)
MeesPierson N.V. (NECIGEF) (The Netherlands)
ANZ Banking Group (NZ) Ltd. (New Zealand)
Christiania Bank Og Kreditkasse (VPS) (Norway)
Deutsche Bank AG (Pakistan)
Citibank, N.A.-Peru (CAVAL) (Peru)
Standard Chartered Bank (the Philippines)
Citibank Poland, S.A.-Warsaw (The National Depository of Securities) (Poland)
Banco Comercial Portugues (Central de Valores Mobiliarios) (Portugal)
Development Bank of Singapore (CDP) (Singapore)
Standard Bank of South Africa Limited (South Africa)
Bank of Seoul (South Korea)
Banco Santander, S.A. (SCLV) (Spain)
Skandinaviska Enskilda Banken (VPC) (Sweden)
Union Bank of Switzerland (SEGA) (Switzerland)
Central Trust of China (TSCD) (Taiwan)
Standard Chartered Bank, Bangkok (SDC) (Thailand)
Citibank, N.A. (Turkey)
A - 2
<PAGE>
State Street Bank and Trust Company (United Kingdom)
Citibank, N.A.-Venezuela (Venezuela)
Cedel
Euro-clear
GLOBAL MANAGERS TRUST: INTERNATIONAL PORTFOLIO
NEUBERGER & BERMAN EQUITY FUNDS:
NEUBERGER & BERMAN INTERNATIONAL FUND
/s/ Stanley Egener
- --------------------------------
Name: CEO
Dated as of May 23, 1994
A - 3
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
GLOBAL MANAGERS TRUST:
NEUBERGER AND BERMAN INTERNATIONAL PORTFOLIO
I. ADMINISTRATOR AND ACCOUNTING AGENT
----------------------------------
This service provides for all of the principal fund support functions we
set forth below:
- Use of State Street's Cayman address
- Maintenance of principal books and records
- Net Asset Valuation (NAV) as required
- Net Asset Value and Portfolio Appraisal reports as required
The administration fees below are annual charges, billed and payable
monthly, based on gross average monthly assets. Asset based charges apply
to a single class of shares, per portfolio. An additional flat monthly
charge will be applied for each Spoke.
ANNUAL FEES PER PORTFOLIO
-------------------------
Fund Accounting/
Fund Net Assets Administration
--------------- ----------------
$ 0 - $ 20 million 8 Basis Points
$ 20 - $100 million 6 Basis Points
$100 - $200 million 5 Basis Points
$200 - $500 million 4 Basis Points
Over - $500 million 2 Basis Points
Charge per Spoke $10,000 Annually
II. GLOBAL CUSTODY
--------------
Maintain custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income. Make
cash disbursements and report cash transactions in local and base
currency. Withhold foreign taxes. File foreign tax reclaims. Monitor
corporate actions. Report portfolio positions.
<PAGE>
Global Managers Trust:
Neuberger and Berman International
Portfolio
Custodian Fee Schedule
Page 2
A. Country Grouping
----------------
<TABLE>
<CAPTION>
========================================================================================================
Group A Group B Group C Group D Group E Group F
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
USA Austria Australia Denmark Indonesia Argentina
- --------------------------------------------------------------------------------------------------------
Canada Belgium Finland Malaysia Bangladesh
- --------------------------------------------------------------------------------------------------------
Euroclear Hong Kong France Philippines Brazil
- --------------------------------------------------------------------------------------------------------
Germany Netherlands Ireland Portugal Chile
- --------------------------------------------------------------------------------------------------------
Japan New Zealand Italy So. Korea China
- --------------------------------------------------------------------------------------------------------
Singapore Luxembourg Spain Columbia
- --------------------------------------------------------------------------------------------------------
Switzerland Mexico Sri Lanka Cypress
- --------------------------------------------------------------------------------------------------------
Norway Sweden Greece
- --------------------------------------------------------------------------------------------------------
Thailand Taiwan Hungary
- --------------------------------------------------------------------------------------------------------
U.K. India
- --------------------------------------------------------------------------------------------------------
Israel
- --------------------------------------------------------------------------------------------------------
Pakistan
- --------------------------------------------------------------------------------------------------------
Peru
- --------------------------------------------------------------------------------------------------------
Poland
- --------------------------------------------------------------------------------------------------------
So. Africa
- --------------------------------------------------------------------------------------------------------
Turkey
- --------------------------------------------------------------------------------------------------------
Uruguay
- --------------------------------------------------------------------------------------------------------
Venezuela
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Global Managers Trust:
Neuberger and Berman International
Portfolio
Custodian Fee Schedule
Page 3
B. Transaction Charges
--------------------
<TABLE>
<CAPTION>
========================================================================================================
Group A Group B Group C Group D Group E Group F
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
State Street Bank $25 $50 $60 $70 $150
Repos or Euros - $7.00
- --------------------------------------------------------------------------------------------------------
DTC or Fed Book
Entry - $12.00
- --------------------------------------------------------------------------------------------------------
All Other - $16.00
========================================================================================================
</TABLE>
C. Holdings Charges
----------------
<TABLE>
<CAPTION>
========================================================================================================
Group A Group B Group C Group D Group E Group F
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
1.5 5.0 6.0 10.0 25.0 40.0
- --------------------------------------------------------------------------------------------------------
</TABLE>
III. Options
-------
Option charge for each option written or closing
contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
IV. Lending of Securities
---------------------
Deliver loaned securities versus cash collateral $20.00
Deliver loaned securities versus securities collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of loaned securities $15.00
Deliver securities collateral versus receipt of loaned
securities $25.00
Loan administration - mark-to-market per day, per loan $ 3.00
<PAGE>
Global Managers Trust:
Neuberger and Berman International
Portfolio
Custodian Fee Schedule
Page 4
V. Interest Rate Futures
---------------------
Transactions - no security movement $ 8.00
VI. Pricing Service
---------------
Monthly Quote Charge (based on average number of
positions in portfolio) $ 6.00
VII. Holdings Charge
---------------
For each issue maintained - monthly charge $ 5.00
VIII. Principal Reduction Payments
----------------------------
Per Paydown $10.00
IX. Dividend/Interest Collection Charges
------------------------------------
For items held at the request of traders over record
date in street form $50.00
X. Special Services
----------------
Fees for activities of a non-recurring nature such as fund consolidations
or reorganizations, extraordinary security shipments and the preparation
of special reports will be subject to negotiation. Yield calculation and
other special items will be negotiated separately.
XI. Out-of-Pocket Expenses
----------------------
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:
. Wire charges relative to custodian functions ($5.25 per wire in
and $5.00 out)
. Postage and Insurance
. Courier Service
. Duplicating
. Legal fees in jointly agreed upon situations
. Supplies related to fund records
. Rush transfer -- $8.00 each
. Transfer fees
<PAGE>
Global Managers Trust:
Neuberger and Berman International
Portfolio
Custodian Fee Schedule
Page 5
. Sub-custodian charges
. Price Waterhouse audit letter
. Federal Reserve fee for return check items over $2,500 - $4.25
. GNMA Transfer - $15 each
XII. Payment and Earnings Credit
---------------------------
The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's offices,
contingent on fund approval.
An earnings credit of 75% of the 90 Day T-Bill rate will be applied for
fund balances.
GLOBAL MANAGERS TRUST STATE STREET CAYMAN TRUST CO., LTD
By: /s/ Michael J. Weiner By: /s/ Jacqueline Henning
---------------------------- ----------------------
Title V.P. Global Managers Trust Title: Managing Director
---------------------------- ----------------------
Date: November 15, 1996 Date: Dec 3 1996
---------------------------- ----------------------
State Street Bank and Trust Co.
By: /s/ K. Griffin
----------------------
Title: Vice President
----------------------
Date: Dec. 3 1996
----------------------
ADMINISTRATIVE SERVICES,
FUND ACCOUNTING AGREEMENT AND
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 31st day of August, 1994 between
GLOBAL MANAGERS TRUST, a New York common law trust whose registered office is at
Elizabethan Square, P.O. Box 1984, George Town, Grand Cayman, Cayman Islands
(hereinafter called the "Trust") of the first part and STATE STREET CAYMAN TRUST
COMPANY LTD. a company incorporated in and under the laws of the Cayman Islands
whose principal office is at Elizabethan Square, P O. Box 1984, George Town,
Grand Cayman, Cayman Islands (hereinafter called the "Administrator") of the
second part.
WHEREAS, the Trust is registered under the Investment Company Act of
1940 (the "1940 Act"), as an open-end, diversified management investment company
and has established a series known as International Portfolio and has the
authority to establish additional series in the future (each a "Series"); and
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative, fund accounting and transfer agency services to each Series
listed in Schedule A attached hereto, and to such other Series of the Trust
hereinafter established as agreed to from time to time by the parties, and the
Administrator is willing to furnish such services,
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
--------------
(1) In this Agreement and in all amendments hereto the following words
and expressions shall, where not inconsistent with the context, have the
following meanings respectively:
"Trust Documents" shall mean the Declaration of Trust and By-Laws of the Trust
for the time being in force.
"Custodian" shall mean State Bank and Trust Company or such other person as may
from time to time be appointed Custodian by the Company.
"Offering Memorandum" shall mean each Offering Memorandum relating to Interests
in the Trust for the time being in force.
"Interests" shall mean beneficial interest of a Holder of Interest in the
assets of any Series of the Trust.
"Interestholders" shall mean the holders of the Interest of the Trust.
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"Inspector" shall mean the Inspector of Financial Services in the Cayman
Islands.
"Funds Law" shall mean The Mutual Funds Law of the Cayman Islands.
"Trustees" shall mean the Board of Trustees of the Trust.
"Committees" shall mean the Committees of the Trust.
"Subscriptions" shall mean each Subscription Agreement with the Trust by which
any institution subscribes to purchase an Interest.
(2) Unless the context otherwise requires words importing the singular
number shall include the plural and vice versa, words importing the masculine
gender shall include the feminine and words importing persons shall include
firms and companies and vice versa.
(3) The division of this Agreement into sections, clauses and
sub-clauses and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation hereof.
2. APPOINTMENT OF ADMINISTRATOR
----------------------------
The Trust hereby appoints the Administrator to be and the Administrator
hereby agrees to act for the Trust and its Series in accordance with the terms
hereof from the end of the business day on August 31, 1994, and the
Administrator agrees to provide the administrative, fund accounting and transfer
agency services hereinafter referred to, all upon the terms and conditions
hereinafter contained and under the supervision of the Trust.
3. GENERAL SERVICES OF ADMINISTRATOR
---------------------------------
The Administrator shall provide and pay an adequate staff and shall
maintain the principal office of the Trust and provide suitable office
accommodation therefor and other facilities at Elizabethan Square aforesaid or
elsewhere in the Cayman Islands as determined by the Administrator and as
approved by the Trust for efficiently performing its functions, but the Trust
shall not be entitled to the exclusive use of any such accommodation or to the
exclusive services of any member of such staff. The Trust hereby consents to the
provision in Toronto, Canada, by an affiliate and agent of the Administrator of
accounting services, processing of increases and decreases in the Interests of
Holders and payment of distributions and expenses of the Trust; provided,
however, that such affiliate shall not have the legal authority to approve or
reject subscriptions and redemptions of Interests. The Administrator shall
perform all services under this Agreement in accordance with the 1940 Act, the
Securities Exchange Act of 1934 (the "1934 Act"), the Funds Law, and any
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applicable laws of the Cayman IsIands and Toronto, Canada and shall not take any
action to cause the Trust to be subject to Canadian or U.S. income tax.
4. DUTIES OF THE ADMINISTRATOR
---------------------------
(1) The Administrator shall perform the following services from an
office in the Cayman Islands, except where stated otherwise:
(a) oversee the execution and filing of all registration
statements, annual and semi-annual reports, and amendments
thereto;
(b) make all filings on behalf of the Trust with the Inspector on
a timely basis, including the filing of the Trust's
registration statements, Offering Memoranda, annual reports
and semi-annual reports;
(c) provide copies of all financial records of the Trust to its
agent in Toronto, Canada;
(d) maintain (i) logs and records of all communication to or from
the Trust and its Trustees, Holders, prospective Holders,
service providers and regulators and (ii) copies of all
materials sent by the Trust to any of the foregoing;
(e) respond to all correspondence from or on behalf of (i)
prospective Interestholders concerning the Offering
Memorandum, Subscriptions and the Trust or any Series and (ii)
Interestholders relating to their Interests and the functions
of the Administrator under this Agreement; and
(f) assist the Trust in the sale of Interests
(g) be responsible for keeping the register of Interestholders of
the Trust (the "Register") in accordance with the Trust
Documents and all other duties incidental thereto;
(h) send to prospective Holders Offering Memoranda and
Subscriptions for Interests and arrange for the issue,
allotment, redemption and/or purchase of Interests in
accordance with the Offering Memorandum, Subscriptions and
Trust Documents and under the supervision of, and in
accordance with the instructions of the Trust and enter on the
Register all issues, allotments, redemptions and/or purchases
of Interests; provided, the Administrator shall not have the
authority to approve or execute Subscriptions or redemptions
or increases or decreases of an Interest on behalf of the
Trust;
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(i) take or procure that there are taken reasonable and proper
precautions for the safe custody of the Register;
(j) receive, record and deal with powers of attorney, dividend
mandates, vesting orders, documents affecting the title to
Interests or any amounts payable thereon affecting the
Register in accordance with the normal practice of a
professional administrator and transfer agent or in accordance
with the written instructions of the Trust;
(k) make the Register available for inspection as required by law
or the Trust Documents;
(l) procure that Interests shall be purchased or sold only in
accordance with the provisions of the Trust Documents and in
the case of the purchases of Interests only after satisfying
itself that the Trust or the Custodian on its behalf has
received all payment in respect thereof;
(m) provided that funds have been authorized and are available to
meet the same, prepare and issue cheques for distribution, if
any or payment of moneys on a decrease in an Interest or
arrange for payment of such moneys to or in accordance with
the instructions of the Interestholders and notify the
Custodian of the amounts and payees of all cheques for
payments so made;
(n) at any time during the Administrator's business hours in the
Cayman Islands or in Toronto, Canada, permit the Auditor of
the Trust and any duly appointed agent or representative of
the Trust at the expense of the Trust to audit or inspect the
Register, books, records and financial statements of the Trust
and each Series and any other documents or records kept by and
still in the possession of the Administrator hereunder and
make available all such documents and records in its
possession to such Auditor, agent or representative during
business hours whenever reasonably required so to do and
afford all such information, explanations and assistance as
such Auditor, agent or representative may require;
(o) maintain mailing lists and dispatch all such circulars,
notices of meetings, agenda, minutes, consents, proxy
materials, proxies, reports, financial statements, tax return
information and other written material to all persons entitled
to receive the same under the Trust Documents as the Trust may
require;
(p) act as may be required by the Trust from time to time as
proxy agent in connection with the holding of meetings
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of Interestholders, receive and tabulate votes cast by proxy
and communicate to the Trust the results of such tabulation
accompanied by appropriate certificates;
(q) deal with and answer all correspondence from or on behalf of
the Interestholders relating to the functions of the
Administrator under this Agreement;
(r) have the power to pay out of the assets of the Trust or any
Series such amounts as may be required from time to time by it
in order to enable it to perform its duties hereunder for the
account of the Trust or any Series and in this connection and
for these purposes to draw on such bank accounts of the Trust
or any Series as may be approved for the purpose by the
Trustees or officers of the Trust;
(s) generally perform all duties usually performed by registrars
of companies including the keeping of all records required to
be kept and made under regulations in the Cayman Islands for
the time being in force;
(t) prepare and maintain the books and records of the Trust in
accordance with the Trust Documents and applicable law, and
maintain originals of the Trust Documents, written consents of
Trustees, Interestholders and Committees, minutes of meetings,
contracts to which the Trust is a party, registration
statements of the Trust, and books and records of account
(including journals, general and auxiliary ledgers and
securities ledgers);
(u) maintain all documents of the Trust relating to the aforesaid
(including all canceled cheques and similar documents) in safe
custody and not destroy the same except as agreed with the
Trust;
(v) provide in Toronto, Canada accounting services to the Trust,
which shall include, when applicable, (i) subject to the
supervision of the investment adviser of the Series, computing
the Net Asset Value of the Trust daily in the manner provided
in the Trust Documents and procedures adopted by the Trustee;
(ii) calculating the management, maintenance and other fees
payable to the Series' investment adviser and administrators;
and (iii) at the request of the Trustees, preparing reports
containing statements of net assets, operations and subsidiary
or detailed reports as may be reasonably requested by the
Trust;
(x) subject to the approval of the Trustees, suspend the
determination of the Net Asset Value of the Trust in
accordance with the Trust Documents; and
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<PAGE>
(y) perform and provide such other services as may be reasonably
requested by the Trustees and appropriate to the business of
the Trust.
(2) The Administrator shall be deemed to have received proper
instructions or authorization from the Trust upon receipt of written, cabled,
telexed or telecopied instructions signed by such one or more persons as the
Trustees shall from time to time authorize to give such instructions. A
certified copy of the resolution of the Trustees shall be conclusive evidence of
the authority of any such person to act until the Administrator is in receipt of
written notice to the contrary.
(3) Upon instruction from the Treasurer of the Trust, the Administrator
shall open and maintain separate bank account or accounts in the name of the
Trust, subject only to draft or order by the Administrator acting pursuant to
the terms of this Agreement, and shall hold in such account or accounts, subject
to the provisions hereof, all cash received by it from or for the account of the
Trust. Funds held by the Administrator for the Trust may be deposited by it to
its credit as Administrator in the banking department of the Administrator or in
such other banks or trust companies as it may in its discretion deem necessary
or desirable; PROVIDED, however, that each such bank or trust company and the
funds to be deposited with each such bank or trust company shall be approved by
the Trust. Such funds shall be deposited by the Administrator in its capacity as
Administrator and shall be withdrawable by the Administrator only in that
capacity.
5. CONTROL BY TRUSTEES
-------------------
In the performance of its duties hereunder the Administrator shall at
all times be subject to the control of and review by the Trustees and shall in
all respects observe and comply with the Trust Documents and the Offering
Memorandum and shall comply and conform to all reasonable and proper orders and
directions of the Trustees and shall well and faithfully serve the Trust and use
all reasonable endeavors to promote the interests thereof.
6. DATA ACCESS AND PROPRIETARY INFORMATION
---------------------------------------
The Trust acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques and documentation manuals
utilized by the Administrator in the performance of its duties hereunder
constitute copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to the
Administrator. In the event that the Trust is granted or otherwise
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<PAGE>
gains access to any Proprietary Information or it is contemplated by the
parties hereto that access to such information will be provided to the Trust,
the Trust shall, at the request of the Administrator, promptly enter into an
amendment to this Agreement in form and substance satisfactory to the
Administrator whereby it shall agree to be bound by such restrictions with
respect to its access to and use of Proprietary Information as the Trust and the
Administrator shall mutually agree.
7. REMUNERATION OF THE ADMINISTRATOR
---------------------------------
(1) The Administrator shall be paid by way of remuneration for its
services pursuant to this Agreement an annual fee as agreed upon from time to
time by the Trust and the Administrator.
(2) In addition to the fees set out herein, the Trust shall be
responsible for all governmental or similar fees, charges, taxes, duties and
imposts whatsoever levied in or by the Cayman Islands on or in respect of the
Trust or its business and shall reimburse the Administrator for any of the
foregoing as it may properly pay on behalf of the Trust, and for all reasonable
out-of-pocket expenses such as telex, telephone, postage and stationery and
expenses of a similar nature as it may incur in the execution of its duties
hereunder.
(3) Amounts payable by the Trust to the Administrator pursuant to this
Clause 7 shall be paid in United States dollars at such times to be agreed in
writing from time to time between the Trust and the Administrator.
8. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
---------------------------------------------------
(a) Administrator is a trust company duly organized and existing in
good standing under the laws of the Cayman Islands;
(b) Administrator is a licensed administrator under the Funds Law;
(c) Administrator and its agents are duly qualified to carry on their
business and have obtained all licenses and approvals necessary to operate and
perform the services contemplated by this Agreement;
(d) Administrator has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement; and
(e) For the performance of the services hereunder, the Administrator
and its agents are not required to be registered as transfer agents pursuant to
Section 17A(c)(1) of the 1934 Act.
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<PAGE>
9. DUTIES OF THE TRUST
-------------------
The Trust shall deliver or cause to be delivered from time to time to the
Administrator the Trust's Registration Statement, Offering Memorandum and other
Subscription materials used in the sale of Interests properly certified or
authenticated copies of its Trust Documents and all amendments thereto and of
such resolutions, votes and other proceedings as may be necessary for the
Administrator in the performance of its duties hereunder.
10. RIGHTS OF THE ADMINISTRATOR
---------------------------
The Administrator may:
(a) at its own expense employ servants or agents in performance of
its duties and the exercise of its rights hereunder provided
that such employment shall not reduce the obligations or
liabilities of the Administrator under this Agreement;
(b) delegate its functions, powers, discretions, privileges and
duties hereunder or any of them to such person, firm or
corporation on such terms and conditions as are agreed between
the Administrator and the Trust and without prejudice to
Clause 3;
(c) use the name of the Trust and sign any necessary letters or
other documents on behalf of the Trust as registrar of the
Trust in the performance of its duties hereunder; and
(d) act as registrar or administrator for any other company,
corporation or body of persons on such terms as may be
arranged with such company, corporation or body of persons and
shall not be deemed to be affected with notice of or to be
under any duty to disclose to the Trust any fact or thing
which may come to the knowledge of the Administrator or any
servant, agent or delegate of the Administrator in the course
of so doing or in any manner whatever otherwise than in the
course of carrying out the duties of registrar hereunder;
(e) acquire, hold or deal with for its own account or for the
account of any customer or other person and in its own name or
in the name of such customer or person or of a nominee any
investment in which the Trust is authorized to invest and
shall not be required to account to the Trust for any profit
arising therefrom.
11. RECORDKEEPING
-------------
To the extent required by Section 31 of the 1940 Act, as amended, and
the Rules thereunder, the Administrator agrees that all such records prepared or
maintained by the Administrator relating to the services to be performed by the
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<PAGE>
Administrator hereunder are the property of the Trust and will be preserved,
maintained and made available in accordance with such Section and Rules, and
will be surrendered promptly to the Trust on and in accordance with its request.
12. RESPONSIBILITY AND INDEMNITY OF ADMINISTRATOR AND TRUST
-------------------------------------------------------
(1) The Administrator agrees to indemnify and hold harmless the Trust,
its respective Trustees, officers and employees and each of them against any
liability, actions, proceedings, claims, demands, costs or expenses whatsoever
which they or any of them may incur or be subject to in consequence of this
Agreement or as a result of the performance of the functions and services
provided for hereunder except such as result from the negligence, wilful default
or bad faith of the Trust or any of its respective Trustees, officers, employees
or agents as the case may be and this indemnity shall expressly inure to the
benefit of any Trustee, officer or employee of the Trust existing or future and
to the benefit of any successor of the Trust hereunder. Notwithstanding anything
contained herein to the contrary, the Administrator shall not be responsible for
the compliance with any rule, regulation, law, or statute governing the sale,
transfer, and/or distribution of the Interests by the Trust in any jurisdiction,
nor for the acts of any party conducting or associated with said sale and/or
distribution of Interests.
(2) The Trust agrees to indemnify and hold harmless the Administrator,
its respective directors, officers and employees and each of them against any
liability, actions, proceedings, claims, demands, costs or expenses whatsoever
which they or any of them may incur or be subject to in consequence of this
Agreement or as a result of the performance of the functions and services
provided for hereunder except such as result from the negligence, wilful default
or bad faith of the Administrator or any of its respective directors, officers,
employees or agents as the case may be and this indemnity shall expressly inure
to the benefit of any director, officer or employee of the Administrator
existing or future and to the benefit of any successor of the Administrator
hereunder. Notwithstanding anything contained herein to the contrary, the Trust
assumes full responsibility for compliance with all applicable requirements of
the 1940 Act, the Securities Act of 1933, the 1934 Act and the Internal Revenue
Code of 1986, all as amended from time to time, and any laws, rules and
regulations issued thereunder.
(3) The Administrator shall at all times maintain in effect appropriate
insurance coverage at levels commensurate with industry standards including,
without limitation, errors and omissions, fidelity bond and electronic data
processing coverage.
(4) The Administrator shall have no liability for incorrect data
provided by price sources authorized by the Trustees, incorrect price
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quotations from back-up sources supplied by the investment adviser, or incorrect
information regarding Interestholders supplied by the Trust including orders for
Subscriptions or reductions in Interest.
13. LIMITATION OF LIABILITY
-----------------------
The Administrator shall look only to the assets of each Series for
performance of this Agreement by the Trust, and neither the Trustees nor any of
the Trust's officers, employees or agents, whether past, present or future shall
be personally liable therefor.
14. FRAUD
-----
In the absence of negligence and provided that the Administrator has
complied with the procedures agreed between the Trust and the Administrator and
provided that the directors, officers, employees or agents of the Administrator
are not parties to any fraud, the Administrator shall not be responsible to the
Trust for registering or issuing Interests in accordance with forged or
fraudulent documents or for the consequences of any action taken by the
Administrator upon the faith of any forged or fraudulent document in any case
where, had the document not been forged or fraudulent, the action taken by the
Administrator would have been reasonable.
15. CONFIDENTIALITY
---------------
Neither party hereto shall unless compelled so to do by any court of
competent jurisdiction or a regulator having jurisdiction over such party
disclose to any person not authorized by the relevant party to receive the same
any information relating to such party or to the affairs of such party of which
the party disclosing the same shall have become possessed during the period of
this Agreement and each party shall use its best endeavors to prevent any such
disclosure as aforesaid.
16. TERMINATION
-----------
This Agreement and the appointment of the Administrator hereunder shall
continue in force for an initial term of one year, shall be automatically
renewed each year for an additional one-year term, and may be terminated by
either the Trust or the Administrator giving to the other not less than sixty
(60) days' notice in writing; provided that this Agreement may be terminated
forthwith by the Trust or the Administrator by notice taking immediate or
subsequent effect if:
(a) the Administrator or the Trust respectively has
broken or is in breach of any of the terms of this
Agreement and shall not have remedied such breach
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within thirty days after service of notice requiring
the same to be remedied; or
(b) the Administrator or the Trust respectively shall go
into liquidation (except a voluntary liquidation for
the purposes of reconstruction or amalgamation on
terms previously approved in writing by the other
party).
17. DELIVERY OF DOCUMENTS
---------------------
Upon the termination of this Agreement the Administrator shall hand
over to the Trust or to another entity designated by the Trust, all documents in
the possession of the Administrator in its capacity as Administrator.
18. NOTICES
-------
Any notice, instruction or other instrument required or permitted to be
given hereunder may be delivered in person to the offices of the parties as set
forth herein during normal business hours, or delivered prepaid registered mail
or by telex, cable or telecopy to the parties at the following addresses or such
other address as may be notified by either party from time to time.
TO THE TRUST:
GLOBAL MANAGERS TRUST
P.O. Box 1984
Grand Cayman, Cayman Islands
British West Indies
cc: Stanley Egner
c/o Neuberger & Berman Management, Inc.
605 Third Avenue, 2nd Floor
New York, New York 10158-0006
TO THE ADMINISTRATOR:
STATE STREET CAYMAN TRUST COMPANY, LTD.
P.O. Box 1984
Grand Cayman, Cayman Islands
British West Indies
Attention: Jacqueline Henning
cc: State Street Canada, Inc.
40 King Street West, Suite 5700
Toronto, Ontario M5H 3Y8, Canada
Attention: Michael Larkin
Such notice, instruction or other instrument shall be deemed to have been served
in the case of a registered letter at the expiration of five business days after
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posting, in the case of cable twenty-four hours after despatch and, in the case
of telex of telecopy, immediately on despatch and if delivered outside normal
business hours it shall be deemed to have been received at the next time after
delivery when normal business hours commence and in the case of cable, telex or
telecopy on the business day after the receipt thereof. Evidence that the
notice, instruction or other instrument was properly addressed, stamped and put
into the post shall be conclusive evidence of posting.
19. ASSIGNMENT
----------
Except as expressly permitted pursuant to Clauses 3 and 10, neither the
benefit nor the burden of this Agreement shall be assigned by either the
Administrator or the Trust save with the consent of the other party hereto,
provided, however, that the Agreement may be assigned by the Trust to any
investment company managed by Neuberger & Berman Management, Inc. ("NBMI")
that acquires all or substantially all of the Trust's assets or any investment
company managed by NBMI into which the Trust is merged or otherwise
consolidated.
20. PROPER LAW
----------
This Agreement shall be governed by and construed in accordance with
the laws of the Cayman Islands.
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<PAGE>
SIGNATURE PAGE
AS WITNESS the hands of the duly authorized signatories of the parties
hereto as of the day and year first above written.
SIGNED BY )
for and on behalf of )
GLOBAL MANAGERS TRUST ) /s/ Stanley Egener
) __________________________
in the presence of: ) CEO
/s/ Jody Irwin
SIGNED BY J. Henning )
for and on behalf of )
STATE STREET CAYMAN ) /s/ J. Henning
TRUST COMPANY LTD. ) __________________________
in the presence of: ) Attorney-in-Fact
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<PAGE>
ADMINISTRATIVE SERVICES,
FUND ACCOUNTING AGREEMENT AND
TRANSFER AGENCY AGREEMENT
SCHEDULE A
The Series of Global Managers Trust currently subject to this Agreement
are as follows:
INITIAL SERIES
--------------
International Portfolio
DATED: August 31, 1994
FEE SCHEDULE
FOR
ADMINISTRATIVE SERVICES, FUND ACCOUNTING AGREEMENT
AND
TRANSFER AGENCY AGREEMENT
BETWEEN
STATE STREET CAYMAN TRUST COMPANY LTD.
AND
GLOBAL MANAGERS TRUST
In reference to Section Seven of the Agreement, there shall be no additional
fees or out of pocket expenses charged to any Portfolio under this Agreement.
Any compensation to be provided to the administrator for the services provided
hereunder is set forth in the Custody Agreement between the Fund and State
Street Bank and Trust Company dated as of May 23, 1994.
