MASTER CUSTODIAN AGREEMENT
This Agreement is made as of November 26, 2002 by and among each management investment company identified on Appendix A
hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section
18.5 below, shall hereinafter be referred to as (the "Fund"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company
(the "Custodian"),
WITNESSETH:
WHEREAS, each Fund may or may not be authorized to issue shares of common stock or shares of beneficial interest in separate
series ("Shares"), with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A
hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in
accordance with Section 18.6 below, shall hereinafter be referred to as the "Portfolio(s)"); and
WHEREAS, each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or
more "Portfolio(s)" shall be deemed to refer to such Fund(s).
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as
follows:
SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, 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"). The Custodian shall not be responsible for any property of a Portfolio
which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 7
hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities (other than an agent
of the Custodian appointed pursuant to Section 2.7 hereof) on behalf of the Portfolio (each a "Local Agent"), (ii) held by Special
Sub-Custodians (as such term is defined in Section 5 hereof), (iii) held by entities which have advanced monies to or on behalf of
the Portfolio and which have received Portfolio property as security for such advance(s) (each a "Pledgee"), or (iv) delivered or
otherwise removed from the custody of the Custodian pursuant to Special Instructions (as such term is defined in Section 7 hereof).
With respect to uncertificated shares (the "Underlying Shares") of registered "investment companies" (as defined in Section 3(a)(1)
of the Investment Company Act of 1940, as amended (the "1940 Act")), whether in the same "group of investment companies" (as defined
in Section 12(d)(1)(G)(ii) of the 0000 Xxx) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act (hereinafter
sometimes referred to as the "Underlying Portfolios") the holding of confirmation statements that identify the shares as being
recorded in the Custodian's name on behalf of the Portfolios will be deemed custody for purposes hereof.
Upon receipt of Proper Instructions, 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 or the
Board of Directors of the Fund (as appropriate, and in each case, the "Board") on behalf of the applicable Portfolio(s), and provided
that the Custodian shall have no more or less responsibility or liability to any 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 place and maintain each Fund's foreign
securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as
designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.
SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD IN THE UNITED STATES
SECTION 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 2.8 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 (each, a "U.S. Securities System") and (b) Underlying Shares owned
by each Fund which are maintained pursuant to Section 2.10 hereof in an account or accounts with such entity from time to time acting
as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the
"Underlying Transfer Agent").
SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities owned by a Portfolio
held by the Custodian in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent only
upon receipt of Proper Instructions 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 U.S. Securities System, in accordance with the provisions of Section 2.8
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 2.7 or into
the name or nominee name of any sub-custodian appointed pursuant to Section 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 (a) against receipt of collateral as
agreed from time to time by the Fund on behalf of the Portfolio, 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 or (b) to the lending agent, or the lending agent's custodian, in
accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral
therefor) agreed upon from time to time by the Custodian and the Fund;
11) For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of
assets by the Fund on behalf of such Portfolio;
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. (the "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 Fund on behalf of a
Portfolio;
13) For delivery in accordance with the provisions of any agreement among a 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 (the "CFTC") and/or any contract market, or any similar
organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a
Portfolio;
14) Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special
Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to
time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase
agreement transaction(s), each a "Repo Custodian") and prior to receipt of payment therefor, as set forth in written
Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in
accordance with Section 2.6(7), as applicable, shall each be referred to herein as a "Free Trade"), provided that
such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person or
persons to whom delivery of such securities shall be made;
15) Upon receipt of instructions from the Fund's transfer agent (the "Transfer Agent") 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 (the
"Prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption;
16) In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with
Section 2.10 hereof; and
17) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable
Portfolio specifying (a) the securities of the Portfolio to be delivered and (b) the person or persons to whom
delivery of such securities shall be made.
SECTION 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 a 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 management investment companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any
sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of
this Agreement shall be in "street name" or other good delivery form. If, however, a 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.
SECTION 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 each Fund, subject only to draft or order by the Custodian 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 Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule
17f-3 under the 1940 Act. 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 1940 Act 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. Such funds shall be deposited by the Custodian in its capacity
as Custodian and shall be withdrawable by the Custodian only in that capacity.
SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio property released and delivered pursuant to Section
2.2(14) or purchased pursuant to Section 2.6(7), and 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 thereof 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. Income due each Portfolio
on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. 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.
SECTION 2.6 PAYMENT OF PORTFOLIO'S DOMESTICALLY MAINTAINED MONIES. Upon receipt of Proper Instructions on behalf of
the applicable Portfolio, which may be continuing 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 1940 Act 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 U.S. Securities System, in accordance with the conditions set forth in Section 2.8
hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section
2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a
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 (which 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 herein);
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 as set forth in Section 6 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 declared pursuant to the Fund's articles of incorporation or organization
and by-laws or agreement or declaration of trust, as applicable, and Prospectus (collectively, "Governing
Documents");
6) For payment of the amount of dividends received in respect of securities sold short;
7) Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving
delivery of Portfolio monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written
Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in
accordance with Section 2.2(14), as applicable, shall each be referred to herein as a "Free Trade"), provided that
such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such
payment is made; and
8) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio
specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.
SECTION 2.7 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 1940 Act to act as a custodian, as its agent to
carry out such of the provisions of this Section 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. An Underlying Transfer
Agent shall not be deemed an agent or subcustodian of the Custodian for purposes of this Section 2.7 or any other provision of this
Agreement.
SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The Custodian may deposit and/or maintain securities
owned by a Portfolio in a U.S. Securities System subject to the following provisions:
1) The Custodian may keep securities of the Portfolio in a U.S. Securities System provided that such securities are
represented in an account of the Custodian in the U.S. Securities System (the "U.S. Securities System Account")
which account 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 U.S. 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 (a) receipt of advice from
the U.S. Securities System that such securities have been transferred to the U.S. Securities System Account and (b)
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 U.S. Securities System that payment for such securities has been transferred to the U.S. Securities System
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 U.S. 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 confirmation of each
transfer to or from the account of the Portfolio in the form of a written advice or notice. The Custodian shall
furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the U.S. Securities
System for the account of the Portfolio;
4) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities System's
accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S.
Securities System; and
5) Anything to the contrary in this Agreement 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 U.S. 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 U.S. Securities System; at the election of the Fund, such Fund shall be entitled to be subrogated to the
rights of the Custodian with respect to any claim against the U.S. 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.
SECTION 2.9 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions 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 may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to
Section 2.8 hereof, (a) 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 CFTC or any registered contract market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Portfolio, (b) 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, (c) for the purposes of compliance by the Portfolio with the procedures required by Investment
Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the "SEC"), or
interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment
companies, and (d) for any other purpose in accordance with Proper Instructions.
SECTION 2.10 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares shall be deposited
and/or maintained in an account or accounts maintained with the Underlying Transfer Agent. The Underlying Transfer Agent shall be
deemed to be acting as if it is a "securities depository" for purposes of Rule 17f-4 under the 1940 Act. Each Fund hereby directs
the Custodian to deposit and/or maintain such securities with the Underlying Transfer Agent, subject to the following provisions:
1) The Custodian shall keep Underlying Shares owned by a Portfolio with the Underlying Transfer Agent provided
that such securities are maintained in an account or accounts on the books and records of the Underlying Transfer
Agent in the name of the Custodian as custodian for the Portfolio;
2) The records of the Custodian with respect to Underlying Shares which are maintained with the Underlying
Transfer Agent shall identify by book-entry those Underlying Shares belonging to each Portfolio;
3) The Custodian shall pay for Underlying Shares purchased for the account of a Portfolio upon (a) receipt of
advice from the Portfolio's investment adviser that such Underlying Shares have been purchased and will be
transferred to the account of the Custodian, on behalf of the Portfolio, on the books and records of the Underlying
Transfer Agent and (b) 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 will receive confirmation from the Underlying Transfer Agent of the
purchase of such securities and the transfer of such securities to the Custodian's account with the Underlying
Transfer Agent only after such payment is made. The Custodian shall transfer Underlying Shares redeemed for the
account of a Portfolio (i) upon receipt of an advice from the Portfolio's investment adviser that such securities
have been redeemed and that payment for such securities will be transferred to the Custodian 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. The
Custodian will receive confirmation from the Underlying Transfer Agent of the redemption of such securities and
payment therefor only after such securities are redeemed. Copies of all advices from the Portfolio's investment
adviser of purchases and sales of Underlying Shares for the account of the Portfolio shall identify the Portfolio,
be maintained for the Portfolio by the Custodian, and be provided to the Portfolio's investment adviser at its
request; and
4) The Custodian shall not be liable to any Fund or any Portfolio for any loss or damage to the Fund or any
Portfolio resulting from maintenance of Underlying Shares with Underlying Transfer Agent except for losses resulting
directly from the negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or
their employees.
SECTION 2.11 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.
SECTION 2.12 PROXIES. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or
purchased pursuant to Section 2.6(7), 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 Fund such proxies, all proxy soliciting materials and all notices relating to such securities.
SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Except with respect to Portfolio property released and
delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the
Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information (including, without limitation,
exchange offers, tender offers, notices of class actions, notices of bankruptcy filings, 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 Fund on behalf of the Portfolio) received by
the Custodian from issuers or appointed agents of the securities being held for the Portfolio or from subcustodians or the Depository
Trust Company. With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund all written
information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its
agents) making the tender or exchange offer. If a Fund desires to take action with respect to any tender offer, exchange offer or
any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the
Custodian is to take such action.
SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
SECTION 3.1. DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the
indicated meanings:
"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including,
but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities
Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable
to the safekeeping and recovery of Foreign Assets held in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect
subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign
Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in
Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not
include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section (b)(1) of Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including foreign currencies) for which the primary market is outside the
United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios' transactions in such
investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule 17f-5.
"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.
"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.
SECTION 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board,
hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with
respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as
Foreign Custody Manager with respect to the Portfolios.
3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated
responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A
to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody
Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody
Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the
sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in
accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a
country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account
opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund's Board on
behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such
delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or
maintain Foreign Assets, in each country listed on Schedule A. Following the receipt of Proper Instructions directing the Foreign
Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a
designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that
country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager with
respect to such Portfolio with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon
written notice to the Fund. Forty-five days (or such longer period to which the parties may reasonably agree in writing) after
receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager
to the Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn.
3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:
(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody
Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody
Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign
Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine
that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which
the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such
assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing
the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the
requirements of Rule 17f-5(c)(2).
(c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign
Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the
appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody
Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the
Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board (or at
such Board's delegation, the Fund's investment adviser) shall be deemed to have considered and determined to accept such Country Risk
as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody
Manager of the Portfolios.
3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from
an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the
Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign
Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of
the Portfolios described in this Section 3.2 after the occurrence of the material change.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated
to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility
for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.
3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents to each Fund that it is
a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it
is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the
Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Board's delegation to the
Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until
terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will
become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof
shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to
designated countries.
SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.
3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment
manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities
Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material
change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing
the duties set forth in Section 3.3.1.
SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD OUTSIDE THE UNITED STATES
SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the
indicated meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian.
SECTION 4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign
securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its
customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian
for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the
Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the
extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held
by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a
designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.
SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign
securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only
upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the
following cases:
(i) Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market
practice in the country where such foreign securities are held or traded, including, without limitation: (A)
delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign
Securities System, in accordance with the rules governing the operation of the Foreign Securities System;
(ii) In connection with any repurchase agreement related to foreign securities;
(iii) To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;
(iv) To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become
payable;
(v) To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective
Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a
different number of bonds, certificates or other evidence representing the same aggregate face amount or number of
units;
(vi) To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market
custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any
loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities
except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct;
(vii) 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;
(viii) In the case of warrants, rights or similar foreign 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;
(ix) For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of
assets by the Fund on behalf of such Portfolio;
(x) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(xi) Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special
Sub-Custodians or Repo Custodians) as a Free Trade, provided that applicable Proper Instructions shall set forth (A)
the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made;
(xii) In connection with the lending of foreign securities; and
(xiii) For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be
delivered and (B) the person or persons to whom delivery of such securities shall be made.
4.4.2. PAYMENT OF PORTFOLIO'S FOREIGN MAINTAINED MONIES. Upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:
(i) Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against
expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected
through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities
System;
(ii) In connection with the conversion, exchange or surrender of foreign securities of the Portfolio;
(iii) For the payment of any expense or liability of the Portfolio, including but not limited to the following payments:
interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting
fees, and other operating expenses;
(iv) For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions
executed with or through the Custodian or its Foreign Sub-Custodians;
(v) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(vi) Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving
delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions
shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made;
(vii) For payment of part or all of the dividends received in respect of securities sold short;
(viii) In connection with the borrowing or lending of foreign securities; and
(ix) For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and
(B) the person or persons to whom such payment is to be made.
4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment
for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the
Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in
the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such
Foreign Assets from such purchaser or dealer.
The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the
Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The
Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with
substantively less information than had been previously provided hereunder.
SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign
Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the
Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on
behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign
securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the
terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with
reasonable market practice.
SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the applicable Fund cash
(including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or
market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be
opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in
this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant
to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of
the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank
accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.
SECTION 4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and
other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such
income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the
Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such
measures.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, the Custodian
shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the
laws, regulations and practical constraints that may exist in the country where such securities are issued. Each Fund acknowledges
that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the
effect of severely limiting the ability of such Fund to exercise shareholder rights.
SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the applicable
Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers or appointed
agents of the foreign securities being held for the account of the Portfolios (including, without limitation, exchange offers, tender
offers, notices of class actions, notices of bankruptcy filings, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to
the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities
whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other
property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual
possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of
any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take
action to exercise such right or power.
SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the Custodian employs a Foreign
Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its
duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim
arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At a Fund's election, the
Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign
Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios
have not been made whole for any such loss, damage, cost, expense, liability or claim.
SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or liability for any obligations now or hereafter
imposed on any Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any
state or political subdivision thereof. It shall be the responsibility of each Fund to notify the Custodian of the obligations
imposed on such Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other
than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax
law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of
countries for which such Fund has provided such information.
SECTION 4.12. LIABILITY OF CUSTODIAN. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian
to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are
maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, 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 other loss where the Sub-Custodian has otherwise acted with reasonable care.
SECTION 5. SPECIAL SUB-CUSTODIANS
Upon receipt of Special Instructions (as such term is defined in Section 7 hereof), the Custodian shall, on behalf of one or more
Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a
sub-custodian for purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such
designated sub-custodian is referred to herein as a "Special Sub-Custodian." Each such duly appointed Special Sub-Custodian shall be
listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian. In
connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter
into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that
such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms
and provisions of this Agreement.
SECTION 6. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the
appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The
Custodian will provide timely notification to such 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, 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, 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, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks
have been furnished by a 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 such Fund and the Custodian.
SECTION 7. PROPER INSTRUCTIONS AND SPECIAL INSTRUCTIONS
"Proper Instructions," which may also be standing instructions, as such term is used throughout this Agreement shall mean
instructions received by the Custodian from a Fund, a Fund's duly authorized investment manager or investment adviser, or a person or
entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be
in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or
may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian
and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time
to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the
form of Funds Transfer Addendum hereto. Oral instructions will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the
Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance
with Section 2.9 hereof.
"Special Instructions," as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in
writing by the Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which
countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate
instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the
Custodian agree in writing.
Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the
Custodian, duly certified by such Fund's Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles,
signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction,
instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to
give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set
forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the
contrary.
SECTION 8. 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 applicable Fund. The Custodian may receive
and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the
authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable
Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
SECTION 9. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from the applicable 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 Agreement; 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
applicable Board.
SECTION 10. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME
The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to
keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in
writing to do so by a Fund on behalf of a 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 Prospectus 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. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the
Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and
that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in
performing its duties under this Agreement, including without limitation, the duties set forth in this Section 10 and in Section 11
hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying
Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the
Underlying Transfer Agent. 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 Prospectus. Each Fund acknowledges that, in keeping the books of account of the
Portfolio and/or making the calculations described herein with respect to Portfolio property released and delivered pursuant to
Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information
provided to it by the Fund, the Fund's counterparty(ies), or the agents of either of them.
SECTION 11. RECORDS
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under
this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, 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 such Fund and
employees and agents of the SEC. The Custodian shall, at a 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. Each Fund acknowledges that, in creating
and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section
2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided
to it by the Fund, the Fund's counterparty(ies), or the agents of either of them.
SECTION 12. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as a Fund with respect to a 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 or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with
respect to any other requirements thereof.
SECTION 13. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such 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
U.S. Securities System or a Foreign Securities System (either, a "Securities System"), relating to the services provided by the
Custodian under this Agreement; 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.
SECTION 14. 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 each Fund on behalf of each applicable Portfolio and the Custodian.
SECTION 14A. CONTRACTUAL SETTLEMENT SERVICES
SECTION 14A.1. In accordance with the terms set out in this Section 13A, the Custodian shall credit or debit the
appropriate cash account of each Fund on behalf of the applicable Portfolio in connection with (i) the purchase of, and (ii) the
proceeds of the sale, maturity, redemption, or other disposition, of securities held for the time being on behalf of such Portfolio,
on a contractual settlement basis.
SECTION 14A.2. The services described below (the "Contractual Settlement Services") shall be provided for such instruments
and in such markets as the Custodian may advise from time to time. All payments are made subject to actual collection, and the
Custodian shall not be liable to a Fund for any amount that is not actually collected. The Custodian may terminate or suspend any
part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to
the affected Fund or Funds, particularly in the event of force majeure events affecting settlement, any disorder in markets, or other
changed external business circumstances. Moreover, in the event that the Custodian determines not to provide contractual settlement
with respect to a particular transaction, the Custodian will promptly notify the Fund of such determination. For the avoidance of
doubt, delivery of securities will be made upon actual receipt of such securities by the Custodian.
SECTION 14A.3. The consideration payable in connection with a purchase transaction shall be debited from the appropriate
cash account of the Fund on behalf of the applicable Portfolio as of the time and date that monies would ordinarily be required to
settle such transaction in the applicable market. The Custodian shall promptly re-credit such amount at the time that the Fund
notifies the Custodian by Proper Instruction that such transaction has been canceled.
SECTION 14A.4. With respect to the settlement of a sale, maturity, or redemption or other disposition of securities, a
provisional credit of an amount equal to the net sale, maturity, redemption, income, dividends or other disposition proceeds of the
transaction (the "Settlement Amount") shall be made to the account of the Fund on behalf of the applicable Portfolio as if the
Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds
in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions
with respect to, or reasonable notice of, the transaction, as applicable, and the Custodian or its agents having possession of the
asset(s) associated with the transaction in good deliverable form and are not aware of any facts which would lead them to believe
that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
Simultaneously with the making of such provisional credit, the Fund agrees that the Custodian shall have, and hereby grants to the
Custodian a security interest in any property at any time held for the account of the Fund on behalf of the applicable Portfolio, to
the full extent of the credited amount. In this regard, the Fund hereby pledges, assigns and grants to the Custodian a continuing
security and a lien on any and all such property under the Custodian's custody, in accordance with the terms of Section 15 of this
Agreement.
SECTION 14A.5. The Custodian shall have the right to reverse any provisional credit given in accordance with the
Contractual Settlement Services at any time before actual receipt of the item associated with the subject transaction when the
Custodian believes that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be
collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the affected
Fund shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, (a) the Custodian shall
promptly notify the affected Fund with respect thereto and (b) a sum equal to the credited amount shall become immediately payable by
such Fund on behalf of the applicable Portfolio to the Custodian and may be debited from any cash account held for benefit of the
Fund on behalf of the applicable Portfolio. The amount of any accrued dividends, interest and other distributions with respect to
assets associated with such transaction may be set off against the credited amount.
SECTION 14A.6. In the event that the Custodian is unable to debit an account of the Fund on behalf of the applicable
Portfolio, and the Fund fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this
Agreement, (a) the Custodian may charge the Fund for costs and expenses associated with providing the provisional credit, including
without limitation the cost of funds associated therewith and (b) to the extent permitted by law, the Custodian shall have the
discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund on
behalf of the applicable Portfolio to the full extent necessary for the Custodian to make itself whole.
SECTION 15. 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 Agreement 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 Agreement, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or
omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction. 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. The Custodian shall be without liability to
any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk
(as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war,
revolution, riots or terrorism.
Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a
sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from
or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or
any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading
on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or
communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by any Fund or its duly
authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in
accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a
Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or
failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to
the Custodian's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold;
(vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name
of the Custodian, any Fund, the Custodian's sub-custodians, nominees or agents or any consequential losses arising out of such delay
or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii)
delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or
Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or
any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction. Notwithstanding
any of the foregoing to the contrary, the Custodian shall enter into and shall maintain in effect with appropriate parties one or
more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Funds' assets
held hereunder and (ii) emergency use of electronic data processing equipment to provide services under this Agreement.
The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as such term is defined in Section 4 hereof) to
the same extent as set forth with respect to sub-custodians generally in this Agreement.
If a 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, such 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.
To secure the due and punctual payment of all liabilities of each Fund, on behalf of the applicable Portfolio, to the Custodian,
whether direct or indirect, absolute or contingent, now existing or hereafter arising or incurred (the "Liabilities"), each Fund
hereby grants to the Custodian a security interest in (i) all of such Portfolio's respective cash, deposit accounts, securities and
other investment property, and other assets, whether now existing or hereafter acquired or created, in the possession or under the
control of any of the Custodian or its agents, affiliates and sub-custodians and (ii) any and all proceeds thereof (collectively, the
"Collateral"). The Liabilities include, without limitation, (a) the obligations of each Fund, on behalf of the applicable Portfolio,
to the Custodian in relation to any advance of cash or securities for any purpose including in connection with Contractual Settlement
Services; (b) the obligations of each Fund, on behalf of the applicable Portfolio, to the Custodian (in its capacity as foreign
exchange provider or otherwise) in relation to any spot or forward foreign exchange contracts or any other foreign exchange contract
or facility entered into with such Fund; and (c) the obligations of each Fund, on behalf of the applicable Portfolio, to reimburse
the Custodian for any taxes (other than taxes levied upon the Custodian in its corporate, and not custodial, capacity and arising
from the compensation actually paid by each Fund to the Custodian pursuant to Section 14 hereof), interest, charges, expense,
assessments, or other liabilities that may be assessed against or imposed on the Custodian under or in connection with this Agreement
for such Portfolio except such Liabilities as may arise from the Custodian's own failure to exercise reasonable care in the
performance of its duties hereunder.
In the event that a Fund fails to satisfy any of its Liabilities as and when due and payable, the Custodian shall have in respect of
the Collateral, in addition to all other rights and remedies arising hereunder or under applicable law, the rights and remedies of a
secured party under the Uniform Commercial Code of The Commonwealth of Massachusetts. Without prejudice to the Custodian's rights
under applicable law, the Custodian shall be entitled, without notice to any Fund, to withhold delivery of any Collateral, sell or
otherwise realize any such Collateral and to apply the money or other proceeds and any other monies credited to the cash accounts in
satisfaction of such Liabilities. Each Fund acknowledges that, in the Custodian exercising any such rights or remedies against any
of the Collateral, it will be commercially reasonable for the Custodian (i) to accelerate or cause the acceleration of the maturity
of any fixed term deposits comprised in the Collateral and/or (ii) to effect such currency conversions as may be necessary at its
current rates for the sale and purchase of the relevant currencies.
Except as may arise from the Custodian's own negligence or willful misconduct, each Fund shall indemnify and hold the Custodian
harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be
asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without
limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, liability,
tax, charge, assessment or claim resulting from (i) the failure of the applicable Fund to receive income with respect to purchased
investments, (ii) the failure of the applicable Portfolio to recover amounts invested on maturity of purchased investments, (iii) the
failure of the Custodian to respond to or be aware of notices or other corporate communications with respect to purchased
investments, or (iv) the Custodian's reliance upon information provided by the applicable Fund, such Fund's counterparty(ies) or the
agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or
Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any Local
Agent or Pledgee. No Fund shall be liable for indemnification for losses or expenses arising out of litigation against the Custodian
if the Custodian fails to promptly notify (pursuant to Section 18.9 below) such Fund of the commencement of any litigation brought
against the Custodian in respect of which indemnity may be sought hereunder; provided, however, that any delay or failure by the
Custodian to give notice to the applicable indemnifying Fund shall relieve such Fund of its obligations hereunder only to the extent,
if at all, that such Fund is materially actually prejudiced by reason of such delay or failure. With respect to claims in such
litigation for which indemnity by a Fund may be sought, and subject to applicable law and the ruling of any court of competent
jurisdictions, such Fund shall be entitled to participate in any such litigation or proceeding and, after notice (pursuant to Section
18.9 below) from such Fund to the Custodian, such Fund may assume the defense of such litigation with counsel selected by the Fund
and approved by the Custodian (which approval shall not be unreasonably withheld) and at the Fund's own expense, in respect of that
portion of such litigation for which such Fund may be subject to an indemnification obligation; provided, however, the Custodian
shall be entitled to participate in (but not control) the defense of any such litigation if such Fund has not acknowledged in writing
its obligation to indemnify the Custodian with respect to such litigation or proceeding. With respect to the Custodian, if a Fund
has acknowledged in writing its obligation to indemnify the Custodian, the Fund shall not settle for other than monetary damages a
claim that materially affects the Custodian without the Custodian's prior written consent.
In no event shall the Custodian be liable for indirect, special or consequential damages.
SECTION 16. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
Upon its execution, this Agreement shall become effective as of the date first above-written, shall continue in full force and effect
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 sixty (60) days after the date of such delivery or mailing; provided, however, that no Fund shall amend or terminate
this Agreement in contravention of any applicable federal or state regulations, or any provision of such Fund's Governing Documents,
and further provided, that any Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute
another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate
this Agreement 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.
Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under
this Agreement with respect to any other Fund or Portfolio.
Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such
compensation as may be due and unpaid as of the date of such termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
SECTION 17. SUCCESSOR CUSTODIAN
If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination
and receipt of Proper Instructions, 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 or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver
at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.
In the event that no Proper Instructions designating a successor custodian or alternative arrangements 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 company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New
York, 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 Agreement 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the
Custodian under this Agreement.
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 any Fund to provide Proper Instructions as aforesaid, 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.
SECTION 18. GENERAL
SECTION 18.1 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with laws of The Commonwealth of Massachusetts.
SECTION 18.2 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the date hereof, all prior Agreements
between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of such Fund's assets.
SECTION 18.3 ASSIGNMENT. This Agreement may not be assigned by (a) any Fund without the prior written consent of the
Custodian or (b) by the Custodian without the prior written consent of each applicable Fund.
SECTION 18.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and
each 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 Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by all 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 a Fund's
Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.
SECTION 18.5 ADDITIONAL FUNDS. In the event that any management investment company in addition to those listed on Appendix
A hereto 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 management investment company shall become a Fund
hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and
warranties set forth in Section 18.7 below.
SECTION 18.6 ADDITIONAL PORTFOLIOS. In the event that any Fund establishes one or more series of Shares in addition to
those set forth on Appendix A hereto 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.
SECTION 18.7 THE PARTIES; REPRESENTATIONS AND WARRANTIES.
SECTION 18.7.1 THE PARTIES. All references herein to the "Fund" are to each of the management investment companies
listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 18.5
above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation,
trust or other entity, all references herein to the "Portfolio" are to the individual series or portfolio of such corporation, trust
or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any
reference in this Agreement to "the parties" shall mean the Custodian and such other individual Fund as to which the matter pertains.
SECTION 18.7.2 REPRESENTATIONS AND WARRANTIES OF THE FUNDS. Each Fund hereby represents and warrants to the
Custodian that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation
or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and
perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d)
this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation
applicable to it.
SECTION 18.7.3 REPRESENTATIONS AND WARRANTIES OF THE CUSTODIAN. The Custodian hereby represents and warrants to
each Fund that (a) it is a Massachusetts trust company, duly organized, existing and in good standing under the laws of The
Commonwealth of Massachusetts; (b) it has the corporate power and authority to enter into and perform this Agreement; (c) all
requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement
constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.
SECTION 18.8 REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be bound by the terms of the Remote
Access Services Addendum hereto.
SECTION 18.9 NOTICES. Except as may be more particularly required or permitted by this Agreement or any addendum hereto
with regard to the composition of, electro-mechanical, electronic or other delivery of, and testing or other security procedures
utilized in connection with, either of Proper Instructions or Special Instructions, any notice, instruction or other instrument or
communication required to be given hereunder shall be in writing and shall be deemed to have been given at the earliest of (a) upon
personal delivery or delivery by telecopy or telex during normal business hours of, and to the offices (as set forth below) of, the
party to be notified, or the next business day if delivered by any such means outside of such party's normal business hours; (b) the
next business day following dispatch by cable; (c) the next business day following delivery to a national next business day delivery
express carrier, provided such delivery occurs before such carrier's published deadline for next business day delivery; or (d) five
business days following deposit in the United States Mail, registered mail, postage prepaid, return receipt requested, and in any
case addressed to the appropriate party as indicated below, unless and until any of such parties notifies the others in accordance
with this Section 18.9 of a change of address:
To any Fund: c/o Thrivent Financial for Lutherans
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx Xxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
To the Custodian: STATE STREET BANK AND TRUST COMPANY
Xxx Xxxxxxxx Xxxxx, XXX/0
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Vice President
Telephone: 000-000-0000
Telecopy: 000-000-0000
SECTION 18.10 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an
original, and all such counterparts taken together shall constitute one and the same Agreement.
SECTION 18.11 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
SECTION 18.12 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar
process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
SECTION 18.13 SHAREHOLDER COMMUNICATIONS ELECTION. SEC 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 each Fund to indicate whether it authorizes the Custodian to provide such Fund's name,
address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian "no," the
Custodian will not provide this information to requesting companies. If a 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 a 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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE 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 date first above-written.
FUND SIGNATURES ATTESTED TO BY: EACH OF THE ENTITIES SET FORTH ON APPENDIX A HERETO
Xxxx X. Xxxxx By: /s/Xxxxxxx X. Xxxxxxxxx
------------------------------- -------------------------------
Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxxxx, Xx., Treasurer
Title: Counsel
SIGNATURE ATTESTED TO BY: STATE STREET BANK AND TRUST COMPANY
/s/Xxxxxxxxx X. Poster By: /s/Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
Xxxxxxxxx X. Poster Xxxxxx X. Xxxxxx, Executive Vice President
Vice President and Counsel
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF, IF ANY
AAL VARIABLE PRODUCT SERIES FUND, INC.
AAL Aggressive Growth Portfolio
AAL Balanced Portfolio
AAL Bond Index Portfolio
AAL Capital Growth Portfolio
AAL Equity Income Portfolio
AAL High Yield Bond Portfolio
AAL International Portfolio
AAL Large Company Index Portfolio
AAL Mid Cap Index Portfolio
AAL Mid Cap Stock Portfolio
AAL Money Market Portfolio
AAL Small Cap Index Portfolio
AAL Small Cap Stock Portfolio
AAL Technology Stock Portfolio
THE AAL MUTUAL FUNDS
The AAL Aggressive Growth Fund
The AAL Balanced Fund
The AAL Bond Fund
The AAL Bond Index Fund
The AAL Capital Growth Fund
The AAL Equity Income Fund
The AAL High Yield Bond Fund
The AAL International Fund
The AAL Large Company Index Fund
The AAL Large Company Index Fund II
The AAL Mid Cap Index Fund
The AAL Mid Cap Index Fund II
The AAL Mid Cap Stock Fund
The AAL Municipal Bond Fund
The AAL Money Market Fund
The AAL Small Cap Index Fund II
The AAL Small Cap Stock Fund
The AAL Small Cap Value Fund
The AAL Technology Stock Fund
The AAL U.S. Government Zero Coupon Target Fund, Series 2006
SCHEDULE D
TO
MASTER CUSTODIAN AGREEMENT
SPECIAL SUB-CUSTODIANS
None
STATE STREET SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Benin via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Burkina Faso via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Canada State Street Trust Company Canada
Cayman Islands Bank of Nova Scotia Trust Company (Cayman) Ltd.
Chile BankBoston, N.A.
People's Republic Hongkong and Shanghai Banking Corporation Limited,
of China Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni Banka, A.S.
Denmark Danske Bank A/S
Ecuador Citibank, N.A.
Egypt HSBC Bank Egypt S.A.E.
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Estonia Hansabank
Finland Nordea Bank Finland Plc.
France BNP Paribas Securities Services, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Guinea-Bissau via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Hong Kong Standard Chartered Bank
Hungary HVB Bank Hungary Rt.
Iceland Icebank Ltd.
India Deutsche Bank AG
Hongkong and Shanghai Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas Securities Services, S.A.
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant Bank Ltd.
Japan Mizuho Corporate Bank Ltd.
Sumitomo Mitsui Banking Corporation
Jordan HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited
Republic of Korea Hongkong and Shanghai Banking Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mali via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Mauritius Hongkong and Shanghai Banking Corporation Limited
Mexico Banco Nacional de Mexico S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited -
Netherlands KAS BANK N.V.
New Zealand Westpac Banking Corporation
Niger via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Nigeria Stanbic Bank Nigeria Limited
Norway Nordea Bank Norge ASA
Oman HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawie S.A.
Portugal Banco Comercial Portugues
Puerto Rico Citibank N.A.
Qatar HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Romania ING Bank N.V.
Russia ING Bank (Eurasia) ZAO, Moscow
Senegal via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Singapore The Development Bank of Singapore Limited
Slovak Republic Eeskoslovenska Obchodni Banka, A.S., pobocka zahranicnej banky v SR
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Nedcor Bank Limited
Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Togo via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Uganda Barclays Bank of Uganda Limited
Ukraine ING Bank Ukraine
United Arab Emirates HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
United Kingdom State Street Bank and Trust Company, London Branch
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
STATE STREET SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Bahrain Clearing, Settlement, and Depository System of the Bahrain Stock Exchange
Belgium Caisse Interprofessionnelle de Depots et de Virements de Titres, S.A.
Banque Nationale de Belgique
Benin Depositaire Central - Banque de Reglement
Bermuda Bermuda Securities Depository
Brazil Central de Custodia e de Liquidacao Financeira de Titulos Privados
(CETIP)
Companhia Brasileira de Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia (SELIC)
Bulgaria Bulgarian National Bank
Central Depository AD
Burkina Faso Depositaire Central - Banque de Reglement
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic China Securities Depository and Clearing Corporation Limited
of China Shanghai Branch
China Securities Depository and Clearing Corporation Limited
Shenzhen Branch
Colombia Deposito Central de Valores
Deposito Centralizado de Valores de Colombia S..A. (DECEVAL)
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Cyprus Central Depository and Central Registry
Czech Republic Czech National Bank
Stredisko cennych papiru - Ceska republika
Denmark Vaerdipapircentralen (Danish Securities Center)
Egypt Misr for Clearing, Settlement, and Depository S.A.E.
Estonia Eesti Vaartpaberikeskus
Finland Suomen Arvopaperikeskus (Finnish Central Securities Depository)
France Euroclear France
Germany Clearstream Banking AG, Frankfurt
Greece Apothetirion Titlon AE - Central Securities Depository
Bank of Greece,
System for Monitoring Transactions in Securities in Book-Entry Form
Guinea-Bissau Depositaire Central - Banque de Reglement
Hong Xxxx Xxxxxxx Xxxxxxxxxxxx Xxxx
Xxxx Xxxx Securities Clearing Company Limited
Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Rt. (KELER)
Iceland Iceland Securities Depository Limited
India Central Depository Services India Limited
National Securities Depository Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Bank of Japan - Net System
Japan Securities Depository Center (JASDEC) Incorporated
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of Financial Instruments for
Lebanon and the Middle East (Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia
Mali Depositaire Central - Banque de Reglement
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. Indeval, S.A. de C.V.
Morocco Maroclear
Netherlands Euroclear Nederlands
New Zealand New Zealand Central Securities Depository Limited
Niger Depositaire Central - Banque de Reglement
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central Securities Depository)
Oman Muscat Depository & Securities Registration Company, SAOC
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a department
of the Palestine Stock Exchange
Panama Central Latinoamericana de Valores, S.A. (LatinClear)
Peru Caja de Valores y Liquidaciones, Institucion de
Compensacion y Liquidacion de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities (XXXX) of the Bureau of Treasury
Poland Krajowy Depozyt Papierow WartoΕ‘ciowych S.A.
(National Depository of Securities)
Central Treasury Bills Registrar
Portugal INTERBOLSA - Sociedade Gestora de Sistemas de Liquidacao e de
Sistemas Centralizados de Valores Mobiliarios, S.A.
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania Bucharest Stock Exchange Registry Division
National Bank of Romania
National Securities Clearing, Settlement and Depository Company
Russia Vneshtorgbank, Bank for Foreign Trade of the Russian Federation
Senegal Depositaire Central - Banque de Reglement
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic National Bank of Slovakia
Stredisko cennych papierov SR, a.s.
Slovenia KDD - Centralna klirinsko depotna xxxxxx x.x.
South Africa The Central Depository Limited
Share Transactions Totally Electronic (STRATE) Ltd.
Spain Banco de Espana
Servicio de Compensacion y Liquidacion de Valores, S.A.
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Company Limited
Thailand Bank of Thailand
Thailand Securities Depository Company Limited
Togo Depositaire Central - Banque de Reglement
Trinidad and Tobago Trinidad and Tobago Central Bank
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs Mobilieres (STICODEVAM)
Turkey Central Bank of Turkey
Takas ve Saklama Bankasi A.S. (TAKASBANK)
Uganda Bank of Uganda
Ukraine Mizhregionalny Fondovy Souz
National Bank of Ukraine
United Arab Emirates Clearing and Depository System,
a department of theDubai Financial Market
Venezuela Banco Central de Venezuela
Vietnam Securities Registration, Clearing and Settlement,
Depository Department of the Securities Trading Center
Zambia Bank of Zambia
XxXX Central Shares Depository Limited
TRANSNATIONAL
Euroclear
Clearstream Banking AG
SCHEDULE C
MARKET INFORMATION
Publication/Type of Information Brief Description
(scheduled frequency)
The Guide to Custody in World Markets An overview of settlement and safekeeping procedures,
(hardcopy annually and regular custody practices and foreign investor considerations for the
website updates) markets in which State Street offers custodial services.
Global Custody Network Review Information relating to Foreign Sub-Custodians in State Street's
(annually) Global Custody Network. The Review stands as an integral part of the
materials that State Street provides to its U.S. mutual fund clients to
assist them in complying with SEC Rule 17f-5. The Review also gives
insight into State Street's market expansion and Foreign Sub-Custodian
selection processes, as well as the procedures and controls used to
monitor the financial condition and performance of our Foreign
Sub-Custodian banks.
Securities Depository Review Custody risk analyses of the Foreign Securities Depositories presently
(annually) operating in Network markets. This publication is an integral part of the
materials that State Street provides to its U.S. mutual fund clients to
meet informational obligations created by SEC Rule 17f-7.
Global Legal Survey With respect to each market in which State Street offers custodial
(annually) services, opinions relating to whether local law restricts (i) access of a
fund's independent public accountants to books and records of a Foreign
Sub-Custodian or Foreign Securities System, (ii) a fund's ability to
recover in the event of bankruptcy or insolvency of a Foreign
Sub-Custodian or Foreign Securities System, (iii) a fund's ability to
recover in the event of a loss by a Foreign Sub-Custodian or Foreign
Securities System, and (iv) the ability of a foreign investor to convert
cash and cash equivalents to U.S. dollars.
Subcustodian Agreements Copies of the contracts that State Street has entered into with each
(annually) Foreign Sub-Custodian that maintains U.S. mutual fund assets in the
markets in which State Street offers custodial services.
Global Market Bulletin Information on changing settlement and custody conditions in
(daily or as necessary) markets where State Street offers custodial services.
Includes changes in market and tax regulations, depository developments,
dematerialization information, as well as other market changes that may
impact State Street's clients.
Foreign Custody Advisories For those markets where State Street offers custodial
(as necessary) services that exhibit special risks or infrastructures impacting
custody, State Street issues market advisories to highlight
those unique market factors which might impact our ability to
offer recognized custody service levels.
Material Change Notices Informational letters and accompanying materials confirming
(presently on a quarterly State Street's foreign custody arrangements, including a
basis or as otherwise necessary) summary of material changes with Foreign Sub-Custodians that have
occurred during the previous quarter. The notices also identify any
material changes in the custodial risks associated with maintaining assets
with Foreign Securities Depositories.
[STATE STREET GRAPHIC OMITTED]
FUNDS TRANSFER ADDENDUM
OPERATING GUIDELINES
1. Obligation of the Sender: State Street is authorized to promptly debit Client's account(s) upon the
receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in
the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders
in compliance with the Security Procedure and with the Client's instructions on the execution date provided that
such payment order is received by the customary deadline for processing such a request, unless the payment order
specifies a later time. All payment orders and communications received after this time will be deemed to have
been received on the next business day.
2. Security Procedure: The Client acknowledges that the Security Procedure it has designated on the
Selection Form was selected by the Client from Security Procedures offered by State Street. The Client agrees
that the Security Procedures are reasonable and adequate for its wire transfer transactions and agrees to be
bound by any payment orders, amendments and cancellations, whether or not authorized, issued in its name and
accepted by State Street after being confirmed by any of the selected Security Procedures. The Client also
agrees to be bound by any other valid and authorized payment order accepted by State Street. The Client shall
restrict access to confidential information relating to the Security Procedure to authorized persons as
communicated in writing to State Street. The Client must notify State Street immediately if it has reason to
believe unauthorized persons may have obtained access to such information or of any change in the Client's
authorized personnel. State Street shall verify the authenticity of all instructions according to the Security
Procedure.
3. Account Numbers: State Street shall process all payment orders on the basis of the account number
contained in the payment order. In the event of a discrepancy between any name indicated on the payment order
and the account number, the account number shall take precedence and govern. Financial institutions that receive
payment orders initiated by State Street at the instruction of the Client may also process payment orders on the
basis of account numbers, regardless of any name included in the payment order. State Street will also rely on
any financial institution identification numbers included in any payment order, regardless of any financial
institution name included in the payment order.
4. Rejection: State Street reserves the right to decline to process or delay the processing of a payment
order which (a) is in excess of the collected balance in the account to be charged at the time of State Street's
receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Street's
sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire
transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5. Cancellation or Amendment: State Street shall use reasonable efforts to act on all authorized requests
to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests
are received in a timely manner affording State Street reasonable opportunity to act. However, State Street
assumes no liability if the request for amendment or cancellation cannot be satisfied.
6. Errors: State Street shall assume no responsibility for failure to detect any erroneous payment order
provided that State Street complies with the payment order instructions as received and State Street complies
with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.
7. Interest and Liability Limits: State Street shall assume no responsibility for lost interest with
respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the
unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such
payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if
advised of the possibility of such damages and even for failure to execute a payment order.
8. Automated Clearing House ("ACH") Credit Entries/Provisional Payments: When a Client initiates or
receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated
Clearing House Association and the New England Clearing House Association, State Street will act as an
Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with
respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until
State Street receives final settlement for such entry from the Federal Reserve Bank. If State Street does not
receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited
to the Client in connection with such entry, and the party making payment to the Client via such entry shall not
be deemed to have paid the amount of the entry.
9. Confirmation Statements: Confirmation of State Street's execution of payment orders shall ordinarily be
provided within 24 hours. Notice may be delivered through State Street's proprietary information systems, such
as, but not limited to Horizon and GlobalQuest(R), account statements, advices, or by facsimile or callback. The
Client must report any objections to the execution of a payment order within 30 days.
10. Liability on Foreign Accounts: State Street shall not be required to repay any deposit made at a
non-U.S. branch of State Street, or any deposit made with State Street and denominated in a non-U.S. dollar
currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is
prevented, prohibited or otherwise blocked due to: (a) an act of war, insurrection or civil strife; (b) any
action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power
of any kind, whether such authority be recognized as a defacto or a dejure government, or by any entity,
political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the
normal operation of civil authority; or(c) the closure of a non-U.S. branch of State Street in order to prevent,
in the reasonable judgment of State Street, harm to the employees or property of State Street. The obligation to
repay any such deposit shall not be transferred to and may not be enforced against any other branch of State
Street.
The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section
36.
While State Street is not obligated to repay any deposit made at a non-U.S. branch or any deposit denominated in
a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked,
State Street will repay such deposit when and if all circumstances preventing, prohibiting or otherwise blocking
repayment cease to exist.
11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to recover any funds
erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the
party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such
recovery. These Guidelines may not be amended except by a written agreement signed by the parties.
Security Procedure(s) Selection Form
Please select one or more of the funds transfer security procedures indicated below.
ΒSWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated
by member financial institutions that provides telecommunication services for its membership. Participation is
limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for
securities, and investment management institutions. SWIFT provides a number of security features through
encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages,
transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one
of the most secure and efficient networks for the delivery of funds transfer instructions.
Selection of this security procedure would be most appropriate for existing SWIFT members.
ΒStanding Instructions
Standing Instructions may be used where funds are transferred to a broker on the Client's established list of
brokers with which it engages in foreign exchange transactions. Only the date, the currency and the currency
amount are variable. In order to establish this procedure, State Street will send to the Client a list of the
brokers that State Street has determined are used by the Client. The Client will confirm the list in writing,
and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a
mutually agreed upon limit. If the payment order exceeds the established limit, the Standing Instruction will be
confirmed by telephone prior to execution.
ΒRemote Batch Transmission
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications between the
Client and State Street. Security procedures include encryption and or the use of a test key by those individuals
authorized as Automated Batch Verifiers.
Clients selecting this option should have an existing facility for completing CPU-CPU transmissions. This
delivery mechanism is typically used for high-volume business.
ΒGlobal Horizon Interchangesm Funds Transfer Service
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary microcomputer-based wire
initiation system. FTS enables Clients to electronically transmit authenticated Fedwire, CHIPS or internal book
transfer instructions to State Street.
This delivery mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per
day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to release to
State Street.
ΒTelephone Confirmation (Callback)
Telephone confirmation will be used to verify all non-repetitive funds transfer instructions received via
untested facsimile or phone. This procedure requires Clients to designate individuals as authorized initiators
and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized
person and prior to execution, will contact someone other than the originator at the Client's location to
authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the capability to use other security
procedures.
ΒRepetitive Wires
For situations where funds are transferred periodically (minimum of one instruction per calendar quarter) from an
existing authorized account to the same payee (destination bank and account number) and only the date and
currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a
mutually agreed upon limit. If the payment order exceeds the established limit, the instruction will be
confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually.
This alternative is recommended whenever funds are frequently transferred between the same two accounts.
ΒTransfers Initiated by Facsimile
The Client faxes wire transfer instructions directly to State Street Mutual Fund Services. Standard security
procedure requires the use of a random number test key for all transfers. Every six months the Client receives
test key logs from State Street. The test key contains alpha-numeric characters, which the Client puts on each
document faxed to State Street. This procedure ensures all wire instructions received via fax are authorized by
the Client.
We provide this option for Clients who wish to batch wire instructions and transmit these as a group to State
Street Mutual Fund Services once or several times a day.
ΒAutomated Clearing House (ACH)
State Street receives an automated transmission or a magnetic tape from a Client for the initiation of payment
(credit) or collection (debit) transactions through the ACH network. The transactions contained on each
transmission or tape must be authenticated by the Client. Clients using ACH must select one or more of the
following delivery options:
ΒGlobal Horizon Interchange Automated Clearing House Service
Transactions are created on a microcomputer, assembled into batches and delivered to State Street via fully
authenticated electronic transmissions in standard NACHA formats.
ΒTransmission from Client PC to State Street Mainframe with Telephone Callback
ΒTransmission from Client Mainframe to State Street Mainframe with Telephone Callback
ΒTransmission from DST Systems to State Street Mainframe with Encryption
ΒMagnetic Tape Delivered to State Street with Telephone Callback
State Street is hereby instructed to accept funds transfer instructions only via the delivery
methods and security procedures indicated. The selected delivery methods and security procedure(s)
will be effective __________________ for payment orders initiated by our organization.
Key Contact Information
Whom shall we contact to implement your selection(s)?
Client operations contact Alternate Contact
------------------------------ ------------------------------
Name Name
------------------------------ ------------------------------
Address Address
------------------------------ ------------------------------
City/State/Zip Code City/State/Zip Code
------------------------------ ------------------------------
Telephone Number Telephone Number
------------------------------ ------------------------------
Facsimile Number Facsimile Number
------------------------------
SWIFT Number
------------------------------
Telex Number
FUNDS TRANSFER ADDENDUM
INSTRUCTION(S)
TELEPHONE CONFIRMATION
Fund: _______________________________________________
Investment Adviser: _________________________________
Sub-Adviser: ________________________________________
Authorized Initiators
Please Type or Print
Please provide a listing of Fund officers or other individuals who are currently authorized to initiate wire
transfer instructions to State Street:
NAME TITLE (Specify whether position SPECIMEN SIGNATURE
is with Fund or Investment
Adviser)
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
Authorized Verifiers
Please Type or Print
Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation
of repetitive wires of $10 million or more and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
REMOTE ACCESS SERVICES ADDENDUM TO MASTER CUSTODIAN AGREEMENT
ADDENDUM to that certain Master Custodian Agreement dated as of November 26, 2002 (the "Custodian Agreement") by and
among each management investment company identified on Appendix A thereto or made subject thereto pursuant to Section 18.5 thereof
(each, a "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street").
State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian
services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases
under its control and ownership which it makes available to its customers (the "Remote Access Services").
The Services
State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized
by State Street ("Authorized Designees") with access to In~SightSM as described in Exhibit A or such other systems as may be
offered from time to time (the "System") on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and
procedures and with user identification or other password control requirements and other security procedures as may be issued from
time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State
Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System
or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with
State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote
Access Services, if requested, for any security reasons cited by State Street.
Fees
Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the
custody fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties
or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum,
including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income,
franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs,
duties or taxes shall be supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats,
interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed
materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as
part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other
proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its
relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep
the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of
confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary
Information in the public domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer
will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote
Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service
bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access
Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause
any information transmitted from State Street's databases, including data from third party sources, available through use of the
System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the
Customer, as State Street's customer.
The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create
derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise
attempt to secure the source code for all or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought
to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in
damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened
breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the
Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited
to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from
third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be
solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote
Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any
direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System
or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out
of any cause or event beyond such party's control.
State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available
state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of
dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that
reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the
changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do
likewise. The Customer will do likewise for its systems.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND
ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Infringement
State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based
upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes
direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State
Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or
proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to
become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State
Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System
or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote
Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.
Termination
Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least
one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or
thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of
the other party to comply with any material term and condition of the Addendum by giving the other party written notice of
termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Custodian
Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other
confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with
respect to confidentiality and infringement will survive termination for a period of three (3) years.
Miscellaneous
This Addendum and the exhibit hereto constitute the entire understanding of the parties to the Custodian Agreement with respect to
access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly
executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.
By its execution of the Custodian Agreement, the Customer (a) confirms to State Street that it informs all Authorized Designees of
the terms of this Addendum; (b) accepts responsibility for its and its Authorized Designees' compliance with the terms of this
Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages,
charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to
abide by the terms of this Addendum.
EXHIBIT A
to
REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
IN~SIGHT(SM)
System Product Description
In~Sight(SM) provides bilateral information delivery, interoperability, and on-line access to State Street. In~Sight(SM) allows
users a single point of entry into State Street's diverse systems and applications. Reports and data from systems such as
Investment Policy Monitor(SM), Multicurrency Horizon(SM), Securities Lending, Performance & Analytics and Electronic Trade Delivery
can be accessed through In~Sight(SM). This Internet-enabled application is designed to run from a Web browser and perform across
low-speed data lines or corporate high-speed backbones. In~SightSM also offers users a flexible toolset, including an ad-hoc query
function, a custom graphics package, a report designer, and a scheduling capability. Data and reports offered through In~Sight(SM)
will continue to increase in direct proportion with the customer roll out, as it is viewed as the information delivery system will
grow with State Street's customers.
