CUSTODIAN AGREEMENT
AGREEMENT made as of the 3rd day of May, 1991, as amended July 13, 1992,
between each of the Xxxxxx Funds listed in Schedule A, each of such
Funds acting on its own behalf separately from all the other Funds and
not jointly or jointly and severally with any of the other Funds (each
of the Funds being hereinafter referred to as the "Fund"), and Xxxxxx
Fiduciary Trust Company (the "Custodian").
WHEREAS, the Custodian represents to the Fund that it is eligible to
serve as a custodian for a management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
and
WHEREAS, the Fund wishes to appoint the Custodian as the Fund's
custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Appointment of Custodian. The Fund hereby employs and appoints the
Custodian as custodian of its assets for the term and subject to the
provisions of this Agreement. At the direction of the Custodian, the
Fund agrees to deliver to the Sub-Custodians appointed pursuant to
Section 2 below (the "Sub-Custodians") securities, funds and other
property owned by it. The Custodian shall have no responsibility or
liability for or on account of securities, funds or other property not
so delivered to the Sub-Custodians. Upon request, the Fund shall
deliver to the Custodian or to such Sub-Custodians as the Custodian may
direct such proxies, powers of attorney or other instruments as may be
reasonably necessary or desirable in connection with the performance by
the Custodian or any Sub-Custodian of their respective obligations under
this Agreement or any applicable Sub-Custodian Agreement.
2. Appointment of Sub-Custodians. The Custodian may at any time and
from time to time appoint, at its own cost and expense, as a
Sub-Custodian for the Fund any bank or trust company which meets the
requirements of the 1940 Act and the rules and regulations thereunder to
act as a custodian, provided that the Fund shall have approved in
writing any such bank or trust company and the Custodian gives prompt
written notice to the Fund of any such appointment. The agreement
between the Custodian and any Sub-Custodian shall be substantially in
the form of the Sub-Custodian agreement attached hereto as Exhibit 1
(the "Sub-Custodian Agreement") unless otherwise approved by the Fund,
provided, however, that the agreement between the Custodian and any
Sub-Custodian appointed primarily for the purpose of holding foreign
securities of the Fund shall be substantially in the form of the
Sub-Custodian Agreement attached hereto as Exhibit 1(A) (the "Foreign
Sub-Custodian Agreement"; the "Sub-Custodian Agreement" and the "Foreign
Sub-Custodian Agreement" are herein referred to collectively and each
individually as the "Sub-Custodian Agreement"). All Sub-Custodians
shall be subject to the instructions of the Custodian and not the Fund.
The Custodian may, at any time in its discretion, remove any bank or
trust company which has been appointed as a Sub-Custodian but shall in
such case promptly notify the Fund in writing of any such action.
Securities, funds and other property of the Fund delivered pursuant to
this Agreement shall be held exclusively by Sub-Custodians appointed
pursuant to the provisions of this Section 2.
The Sub-Custodians which the Fund has approved to date are set forth in
Schedule B hereto. Schedule B shall be amended from time to time as
Sub-Custodians are changed, added or deleted. The Fund shall be
responsible for informing the Custodian sufficiently in advance of a
proposed investment which is to be held at a location not listed on
Schedule B, in order that there shall be sufficient time for the
Custodian to put the appropriate arrangements in place with such
Sub-Custodian pursuant to such Sub-Custodian Agreement.
With respect to the securities, funds or other property held by a
Sub-Custodian, the Custodian shall be liable to the Fund if and only to
the extent that such Sub-Custodian is liable to the Custodian. The
Custodian shall nevertheless be liable to the Fund for its own
negligence in transmitting any instructions received by it from the Fund
and for its own negligence in connection with the delivery of any
securities, funds or other property of the Fund to any such
Sub-Custodian.
In the event that any Sub-Custodian appointed pursuant to the provisions
of this Section 2 fails to perform any of its obligations under the
terms and conditions of the applicable Sub-Custodian Agreement, the
Custodian shall use its best efforts to cause such Sub-Custodian to
perform such obligations. In the event that the Custodian is unable to
cause such Sub-Custodian to perform fully its obligations thereunder,
the Custodian shall forthwith terminate such Sub-Custodian and, if
necessary or desirable, appoint another Sub-Custodian in accordance with
the provisions of this Section 2. The Custodian may with the approval
of the Fund commence any legal or equitable action which it believes is
necessary or appropriate in connection with the failure by a
Sub-Custodian to perform its obligations under the applicable
Sub-Custodian Agreement. Provided the Custodian shall not have been
negligent with respect to any such matter, such action shall be at the
expense of the Fund. The Custodian shall keep the Fund fully informed
regarding such action and the Fund may at any time upon notice to the
Custodian elect to take responsibility for prosecuting such action. In
such event the Fund shall have the right to enforce and shall be
subrogated to the Custodian's rights against any such Sub-Custodian for
loss or damage caused the Fund by such Sub-Custodian.
At the written request of the Fund, the Custodian will terminate any
Sub-Custodian appointed pursuant to the provisions of this Section 2 in
accordance with the termination provisions of the applicable
Sub-Custodian Agreement. The Custodian will not amend any Sub-Custodian
Agreement in any material manner except upon the prior written approval
of the Fund and shall in any case give prompt written notice to the Fund
of any amendment to the Sub-Custodian Agreement.
3. Duties of the Custodian with Respect to Property of the Fund Held by
Sub-Custodians.
3.1 Holding Securities - The Custodian shall cause one or more
Sub-Custodians to hold and, by book-entry or otherwise, identify as
belonging to the Fund all non-cash property delivered to such
Sub-Custodian.
3.2 Delivery of Securities - The Custodian shall cause Sub-Custodians
holding securities of the Fund to release and deliver securities owned by
the Fund held by the Sub-Custodian or in a Securities System account of the
Sub-Custodian only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in
the following cases:
3.2.1 Upon sale of such securities for the account of the Fund and receipt
of payment therefor; provided, however, that a Sub-Custodian may release
and deliver securities prior to the receipt of payment therefor if (i) in
the Sub-Custodian's judgment, (A) release and delivery prior to payment is
required by the terms of the instrument evidencing the security or (B)
release and delivery prior to payment is the prevailing method of settling
securities transactions between institutional investors in the applicable
market and (ii) release and delivery prior to payment is in accordance with
generally accepted trade practice and with any pplicable governmental
regulations and the rules of Securities Systems or other securities
depositories and clearing agencies in the applicable market. The Custodian
agrees, upon request, to advise the Fund of all pending transactions in
which release and delivery will be made prior to the receipt of payment
therefor;
3.2.2 Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3.2.3 In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 3.12 hereof;
3.2.4 To the depository agent in connection with tender or other similar
offers for portfolio securities of the Fund; provided that, in any such
case, the cash or other consideration is thereafter to be delivered to the
Sub-Custodian;
3.2.5 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
Sub-Custodian;
3.2.6 To the issuer thereof, or its agent for transfer into the name of
the Fund or into the name of any nominee or nominees of the Sub-Custodian
or into the name or nominee name of any agent appointed pursuant to Section
3.11 or any other name permitted pursuant to Section 3.3; 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
Sub-Custodian;
3.2.7 Upon the sale of such securities for the account of the Fund, 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 Sub-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 Sub-Custodian's own negligence
or willful misconduct;
3.2.8 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 Sub-Custodian;
3.2.9 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 Sub-Custodian;
3.2.10 For delivery in connection with any loans of securities made by the
Fund, but only against receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Fund, which may be in the form of
cash or obligations issued by the United States government, its agencies or
instrumentalities; except that in connection with any loan of securities
held in a Securities System for which collateral is to credited to the
Sub-Custodian's account in another Securities System, the Sub-Custodian
will not be held liable or responsible for delivery of the securities prior
to the receipt of such collateral.
3.2.11 For delivery as security in connection with any borrowings by
the Fund requiring a pledge of assets by the Fund, but only against
receipt of amounts borrowed;
3.2.12 Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to the
shareholders of the Fund in connection with distributions in kind, as
may be described from time to time in the Fund's Declaration of Trust
and currently effective registration statement, if any, in satisfaction
of requests by Fund shareholders for repurchase or redemption;
3.2.13 For delivery to another Sub-Custodian of the Fund; and
3.2.14 For any other proper corporate purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of the
Trustees or of the Executive Committee of the Fund signed by an officer of
the Fund and certified by its Clerk or an Assistant Clerk, specifying the
securities to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purposes to be proper corporate
purposes, and naming the person or persons to whom delivery of such
securities shall be made.
3.3 Registration of Securities. Securities of the Fund held by the
Sub-Custodians hereunder (other than bearer securities) shall be registered
in the name of the Fund or in the name of any nominee of the Fund or of any
nominee of the Sub-Custodians or any 17f-5 Sub-Custodian or Foreign
Depository (as each of those terms is defined in the Foreign Sub-Custodian
Agreement, which nominee shall be assigned exclusively to the Fund, unless
the Fund has authorized in writing the appointment of a nominee to be used
in common with other registered investment companies having the same
investment adviser as the Fund, or in the name or nominee name of any agent
appointed pursuant to Section 3.12. Notwithstanding the foregoing, a
Sub-Custodian, agent, 17f-5 Sub-Custodian or Foreign Depository may hold
securities of the Fund in a nominee name which is used for its other
clients provided that such name is not used by the Sub-Custodian, agent,
17f-5 Sub-Custodian or Foreign Depository for its own securities and that
securities of the Fund are, by book-entry or otherwise, at all times
identified as belonging to the Fund and distinguished from other securities
held for other clients using the same nominee name. In addition, and
notwithstanding the foregoing, a Sub-Custodian or agent thereof or 17f-5
Sub-Custodian or Foreign Depository may hold securities of the Fund in its
own name if such registration is the prevailing method in the applicable
market by which custodians register securities of institutional clients and
provided that securities of the Fund are, by book-entry or otherwise, at
all times identified as belonging to the Fund and distinguished from other
securities held for other clients or for the Sub-Custodian or agent thereof
or 17f-5 Sub-Custodian or Foreign Depository. All securities accepted by a
Sub-Custodian under the terms of a Sub-Custodian Agreement shall be in good
delivery form.
3.4 Bank Accounts. The Custodian shall cause one or more Sub-Custodians
to open and maintain a separate bank account or accounts in the name of the
Fund or the Custodian, subject only to draft or order by the Sub-Custodian
acting pursuant to the terms of a Sub-Custodian Contract or by the
Custodian acting pursuant to 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 Fund, other than cash maintained by the Fund in a
bank account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940. Funds held by the Sub-Custodian for the
Fund may be deposited by it to its credit as sub-custodian or to the
Custodian's credit as custodian in the Banking Department of the
Sub-Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; provided, however, that every such
bank or trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust company and
the funds to be deposited with each such bank or trust company shall be
approved by vote of a majority of the Trustees of the Fund. Such funds
shall be deposited by the Sub-Custodian or the Custodian in its capacity as
sub-custodian or custodian, respectively, and shall be withdrawable by the
Sub-Custodian or the Custodian only in that capacity. The Sub-Custodian
shall be liable for actual losses incurred by the Fund attributable to any
failure on the part of the Sub-Custodian to report accurate cash
availability information with respect to the Fund's or the Custodian's bank
accounts maintained by the Sub-Custodian or any of its agents.
3.5 Payments for Shares. The Custodian shall cause one or more
Sub-Custodians to deposit into the Fund's account amounts received from the
Transfer Agent of the Fund for shares of the Fund issued by the Fund and
sold by its distributor. The Custodian will provide timely notification to
the Fund of any receipt by the Sub-Custodian from the Transfer Agent of
payments for shares of the Fund.
3.6 Availability of Federal Funds. Upon mutual agreement between the
Fund and the Custodian, the Custodian shall cause one or more
Sub-Custodians, upon the receipt of Proper Instructions, to make federal
funds available to the Fund as of specified times agreed upon from time to
time by the Fund and the Custodian with respect to amounts received by the
Sub-Custodians for the purchase of shares of the Fund.
3.7 Collection of Income. The Custodian shall cause one or more
Sub-Custodians to collect on a timely basis all income and other payments
with respect to registered securities held hereunder, including securities
held in a Securities System, to which the Fund 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
securities if, on the date of payment by the issuer, such securities are
held by the Sub-Custodian or agent thereof and shall credit such income, as
collected, to the Fund's account. Without limiting the generality of the
foregoing, the Custodian shall cause the Sub-Custodian to 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 under the applicable Sub-Custodian Agreement.
Arranging for the collection of income due the Fund on securities loaned
pursuant to the provisions of Section 3.2.10 shall be the responsibility of
the 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 Sub-Custodian of the income to which the Fund is properly entitled.
3.8 Payment of Fund Monies. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the parties, the
Custodian shall cause one or more Sub-Custodians to pay out monies of the
Fund in the following cases only:
3.8.1 Upon the purchase of securities for the account of the Fund but only
(a) against the delivery of such securities to the Sub-Custodian (or any
bank, banking firm or trust company doing business in the United States or
abroad which is qualified under the Investment Company Act of 1940, as
amended, to act as a custodian and has been designated by the Sub-Custodian
as its agent for this purpose) or any 17f-5 Sub-Custodian or any Foreign
Depository registered in the name of the Fund or in the name of a nominee
of the Sub-Custodian referred to in Section 3.3 hereof or in proper form
for transfer; provided, however, that the Sub-Custodian may cause monies of
the Fund to be paid out prior to delivery of such securities if (i) in the
Sub-Custodian's judgment, (A) payment prior to delivery is required by the
terms of the instrument evidencing the security or (B) payment prior to
delivery is the prevailing method of settling securities transactions
between institutional investors in the applicable market and (ii) payment
prior to delivery is in accordance with generally accepted trade practice
and with any applicable governmental regulations and the rules of
Securities Systems or other securities depositories and clearing agencies
in the applicable market; the Custodian agrees, upon request, to advise the
Fund of all pending transactions in which payment will be made prior to the
receipt of securities in accordance with the provision to the foregoing
sentence; (b) in the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in Section 3.13 hereof;
or (c)(i) in the case of a repurchase agreement entered into between the
Fund and the Sub-Custodian, another bank, or a broker-dealer against
delivery of the securities either in certificate form or through an entry
crediting the Sub-Custodian's account at the Federal Reserve Bank with such
securities or (ii) in the case of a repurchase agreement entered into
between the Fund and the Sub-Custodian, against delivery of a receipt
evidencing purchase by the Fund of Securities owned by the Sub-Custodian
along with written evidence of the agreement by the Sub-Custodian to
repurchase such securities from the Fund; or (d) 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 of the deposit
from the applicable bank or a financial intermediary;
3.8.2 In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 3.2 hereof;
3.8.3 For the redemption or repurchase of Shares issued by the Fund as set
forth in Section 3.10 hereof;
3.8.4 For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the
Fund: interest, taxes, management, accounting, transfer agent and legal
fees, including the Custodian's fee; and operating expenses of the Fund
whether or not such expenses are to be in whole or part capitalized or
treated as deferred expenses;
3.8.5 For the payment of any dividends or other distributions declared to
shareholders of the Fund;
3.8.6 For transfer to another Sub-Custodian of the Fund;
3.8.7 For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees or
of the Executive Committee of the Fund signed by an officer of the Fund and
certified by its Clerk or an Assistant Clerk, specifying the amount of such
payment, setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the person or
persons to whom such payments is to be made.
3.9 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as otherwise provided in this Agreement, in any and every case
where payment for purchase of securities for the account of the Fund is
made by a Sub-Custodian in advance of receipt of the securities purchased
in the absence of specific written instructions from the Fund to so pay in
advance, the Custodian shall cause the Sub-Custodian to be absolutely
liable to the Fund in the event any loss results to the Fund from the
payment by the Sub-Custodian in advance of delivery of such securities.
3.10 Payments for Repurchase or Redemptions of Shares of the Fund. From
such funds as may be available, the Custodian shall, upon receipt Proper
Instructions, cause one or more Sub-Custodians to make funds available for
payment to a shareholder who has delivered to the Transfer Agent a request
for redemption or repurchase of shares of the Fund. In connection with the
redemption or repurchase of shares of the Fund, the Custodian is
authorized, upon receipt of Proper Instructions, to cause one or more
Sub-Custodian, to wire funds to or through a commercial bank designated by
the redeeming shareholder. In connection with the redemption or repurchase
of Shares of the Fund, the Custodian, upon receipt of Proper Instructions,
shall cause one or more Sub-Custodians to honor checks drawn on the
Sub-Custodian by a shareholder when presented to the Sub-Custodian in
accordance with such procedures and controls as are mutually agreed upon
from time to time among the Fund, the Custodian and the Sub-Custodian.
3.11 Appointment of Agents. The Custodian may permit any Sub-Custodian
at any time or times in its discretion to appoint (and may at any time
remove) any other bank or trust company which is itself qualified under the
Investment Company Act of 1940, as amended, to act as a custodian, as its
agent to carry out such of the provisions of this Section 3 as the
Sub-Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian or any
Sub-Custodian of its responsibilities or liabilities hereunder and provided
that any such agent shall have been approved by vote of the Trustees of the
Fund. The Custodian may also permit any Sub-Custodian to which foreign
securities of the Fund have been delivered to direct such securities to be
held by 17f-5 Sub-Custodians and to use the facilities of Foreign
Depositories, as those terms are defined in the Foreign Sub-Custodian
Agreement, in accordance with the terms of the Foreign Sub-Custodian
Agreement.
The agents which the Fund and the Custodian have approved to date are
set forth in Schedule B hereto. Schedule B shall be amended from time
to time as agents are changed, added or deleted. The Fund shall be
responsible for informing the Custodian, and the Custodian shall be
responsible for informing the appropriate Sub-Custodian, sufficiently in
advance of a proposed investment which is to be held at a location not
listed on Schedule B, in order that there shall be sufficient time for
the Sub-Custodian to complete the appropriate contractual and technical
arrangements with such agent. Any Sub-Custodian Agreement shall provide
that the engagement by the Sub-Custodian of one or more agents shall not
relieve the Sub-Custodian of its responsibilities or liabilities
thereunder.
3.12 Deposit of Fund Assets in Securities Systems. The Custodian may
permit any Sub-Custodian to deposit and/or maintain securities owned by the
Fund in a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, which
acts as a securities depository, or in the book-entry system authorized by
the U.S. Department of the Treasury and certain federal agencies,
collectively referred to herein as "Securities System" in accordance with
applicable rules and regulations (including Rule 17f-4 of the 0000 Xxx) and
subject to the following provisions:
3.12.1 The Sub-Custodian may, either directly or through one or more
agents, keep securities of the Fund in a Securities System provided that
such securities are represented in an account ("Account") of the
Sub-Custodian in the Securities System which shall not include any assets
of the Sub-Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
3.12.2 The records of the Sub-Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3.12.3 The Sub-Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of an
entry on the records of the Sub-Custodian to reflect such payment and
transfer for the account of the Fund. The Sub-Custodian shall transfer
securities sold for the account of the Fund upon (i) receipt of advice from
the Securities System that payment for such securities has been transferred
to the Account, and (ii) the making of an entry on the records of the
Sub-Custodian to reflect such transfer and payment for the account of the
Fund. Copies of all advices from the Securities System of transfers of
securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Sub-Custodian or such an agent and be
provided to the Fund at its request. The Sub-Custodian shall furnish the
Fund confirmation of each transfer to or from the account of the Fund in
the form of a written advice or notice and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's transactions in the
Securities System for the account of the Fund on the next business day;
3.12.4 The Sub-Custodian shall provide the Fund with any report obtained by
the Sub-Custodian on the Securities System's accounting system, internal
accounting controls and procedures for safeguarding securities deposited in
the Securities System;
3.12.5 The Sub-Custodian shall utilize only such Securities Systems as are
approved by the Board of Trustees of the Fund, and included on a list
maintained by the Custodian;
3.12.6 Anything to the contrary in this Agreement notwithstanding, the
Sub-Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Sub-Custodian or any of its
agents or of any of its or their employees or from failure of the
Sub-Custodian or any such agent to enforce effectively such rights as it
may have against the Securities System; at the election of the Fund, it
shall be entitled to be subrogated to the rights of the Sub-Custodian with
respect to any claim against the Securities System or any other person
which the Sub-Custodian may have as a consequence of any such loss or
damage if and to the extent that the Fund has not been made whole for any
such loss or damage.
3.12A Depositary Receipts. Only upon receipt of Proper Instructions, the
Sub-Custodian shall instruct a 17f-5 Sub-Custodian or an agent of the
Sub-Custodian appointed pursuant to the applicable Foreign Sub-Custodian
Agreement (an "Agent") to surrender securities to the depositary used by an
issuer of American Depositary Receipts or International Depositary Receipts
(hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities
and written evidence satisfactory to the 17f-5 Sub-Custodian or Agent that
the depositary has acknowledged receipt of instructions to issue with
respect to such securities ADRs in the name of the Sub-Custodian, or a
nominee of the Sub-Custodian, for delivery to the Sub-Custodian.
Only upon receipt of Proper Instructions, the Sub-Custodian shall surrender
ADRs to the issuer thereof against a written receipt therefor adequately
describing the ADRs surrendered and written evidence satisfactory to the
Sub-Custodian that the issuer of the ADRs has acknowledged receipt of
instructions to cause its depository to deliver the securities underlying
such ADRs to a 17f-5 Sub-Custodian or an Agent.
3.12B Foreign Exchange Transactions and Futures Contracts. Only upon
receipt of Proper Instructions, the Sub-Custodian shall enter into foreign
exchange contracts or options to purchase and sell foreign currencies for
spot and future delivery on behalf and for the account of the Fund or shall
enter into futures contracts or options on futures contracts. Such
transactions may be undertaken by the Sub-Custodian with such banking
institutions, including the Sub-Custodian and 17f-5 Sub-Custodian(s)
appointed pursuant to the applicable Foreign Sub-Custodian Agreement, as
principals, as approved and authorized by the Fund. Foreign exchange
contracts, futures contracts and options, other than those executed with
the Sub-Custodian, shall for all purposes of this Agreement be deemed to be
portfolio securities of the Fund.
3.12C Option Transactions. Only upon receipt of Proper Instructions, the
Sub-Custodian shall enter into option transactions in accordance with the
provisions of any agreement among the Fund, the Custodian and/or the
Sub-Custodian and a broker-dealer.
3.13 Ownership Certificates for Tax Purposes. The Custodian shall cause
one or more Sub-Custodians as may be appropriate to 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
securities of the Fund held by the Sub-Custodian and in connection with
transfers of securities.
3.14 Proxies. The Custodian shall, with respect to the securities held
by the Sub-Custodians, cause to be promptly executed by the registered
holder of such securities, if the securities are registered other than in
the name of the Fund or a nominee of the fund, 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.
3.15 Communications Relating to Fund Portfolio Securities. The Custodian
shall cause the Sub-Custodians to transmit promptly to the Custodian, and
the Custodian shall transmit promptly to the Fund, all written information
(including, without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith) received by
the Sub-Custodian from issuers of the securities being held for the account
of the Fund. With respect to tender or exchange offers, the Custodian
shall cause the Sub-Custodian to transmit promptly to the Fund, all written
information received by the Sub-Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Fund desires to take action
with respect to any tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian of the action the Fund
desires such Sub-Custodian to take, provided, however, neither the
Custodian nor the Sub-Custodian shall be liable to the Fund for the failure
to take any such action unless such instructions are received by the
Custodian at least four business days prior to the date on which the
Sub-Custodian is to take such action or, in the case of foreign securities,
such longer period as shall have been agreed upon in writing by the
Custodian and the Sub-Custodian.
3.16 Proper Instructions. Proper Instructions as used throughout this
Agreement means a writing signed or initialed by one or more person or
persons who are authorized by the Trustees of the Fund and the Custodian.
Each such writing shall set forth the specific transaction or type of
transaction involved, including a specific statement of the purpose for
which such action is requested. Oral instructions will be considered
Proper Instructions if the Custodian or Sub-Custodian, as the case may be,
reasonably believes them to have been given by a person authorized to give
such instructions with respect to the transaction involved. All oral
instructions shall be confirmed in writing. Proper Instructions also
include communications effected directly between electro-mechanical or
electronic devices provided that the Trustees have approved such
procedures. Notwithstanding the foregoing, no Trustee, officer, employee
or agent of the Fund shall be permitted access to any securities or similar
investments of the Fund deposited with any Sub-Custodian or any agent of
any Sub-Custodian for any reason except in accordance with the provisions
of Rule 17f-2 under the 1940 Act.
3.17 Actions Permitted Without Express Authority. The Custodian may in
its discretion, and may permit one or more Sub-Custodians in their
discretion, without express authority from the Fund to:
3.17.1 make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement, or in the case of a Sub-Custodian, under the applicable
Sub-Custodian Agreement, provided that all such payments shall be accounted
for to the Fund;
3.17.2 surrender securities in temporary form for securities in definitive
form;
3.17.3 endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and
3.17.4 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 Fund except as otherwise
directed by the Trustees of the Fund.
3.18 Evidence of Authority. The Custodian shall be protected in acting
upon any instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been properly
executed by or on behalf of the Fund.
3.19 Investment Limitations. In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, the Custodian may assume, unless and
until notified in writing to the contrary, that Proper Instructions
received by it are not in conflict with or in any way contrary to any
provisions of the Fund's Declaration of Trust or By-Laws (or comparable
documents) or votes or proceedings of the shareholders or Trustees of the
Fund. The Custodian shall in no event be liable to the Fund and shall be
indemnified by the Fund for any violation of any investment limitations to
which the Fund is subject or other limitations with respect to the Fund's
powers to expend funds, encumber securities, borrow or take similar actions
affecting its portfolio.
4. Performance Standards. The Custodian shall use its best efforts to
perform its duties hereunder in accordance with the standards set forth in
Schedule C hereto. Schedule C may be amended from time to time as agreed
to by the Custodian and the Trustees of the Fund.
5. Records. The Custodian shall create and maintain all records
relating to the Custodian's activities and obligations under this Agreement
and cause all Sub-Custodians to create and maintain all records relating to
the Sub-Custodian's activities and obligations under the appropriate
Sub-Custodian Agreement in such manner as will meet the obligations of the
Fund under the 1940 Act, with particular attention to Sections 17(f) and 31
thereof and Rules 17f-2, 31a-1 and 31a-2 thereunder, applicable federal and
state tax laws, and any other law or administrative rules or procedures
which may be applicable to the Fund. All such records shall be the
property of the Fund and shall at all times during the regular business
hours of the Custodian or during the regular business hours of the
Sub-Custodian, as the case may be, be open for inspection by duly
authorized officers, employees or agents of the Custodian and Fund and
employees and agents of the Securities and Exchange Commission. At the
Fund's request, the Custodian shall supply the Fund and cause one or more
Sub-Custodians to supply the Custodian with a tabulation of securities
owned by the Fund and held under this Agreement. When requested to do so
by the Fund and for such compensation as shall be agreed upon, the
Custodian shall include and cause one or more Sub-Custodians to include
certificate numbers in such tabulations.
6. Opinion and Reports of Fund's Independent Accountants. The
Custodian shall take all reasonable actions, as the Fund may from time to
time request, to furnish such information with respect to its activities
hereunder as the Fund's independent public accountants may request in
connection with the accountant's verification of the Fund's securities and
similar investments as required by Rule 17f-2 under the 1940 Act, the
preparation of the Fund's registration statement and amendments thereto,
the Fund's reports to the Securities and Exchange Commission, and with
respect to any other requirements of such Commission.
The Custodian shall also direct any Sub-Custodian to take all reasonable
actions, as the Fund may from time to time request, to furnish such
information with respect to its activities under the applicable
Sub-Custodian Agreement as the Fund's independent public accountant may
request in connection with the accountant's verification of the Fund's
securities and similar investments as required by Rule 17f-2 under the 1940
Act, the preparation of the Fund's registration statement and amendments
thereto, the Fund's reports to the Securities and Exchange Commission, and
with respect to any other requirements of such Commission.
7. Reports of Custodian's and Sub-Custodians' Independent Accountants.
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by its independent public accountant on
its accounting system, internal accounting controls and procedures for
safeguarding securities, including securities deposited and/or maintained
in Securities Systems, relating to services provided by the Custodian under
this Agreement. The Custodian shall also cause one or more of the
Sub-Custodians to provide the Fund, at such time as the Fund may reasonably
require, with reports by independent public accountants on their accounting
systems, internal accounting controls and procedures for safeguarding
securities, including securities deposited and/or maintained in Securities
Systems, relating to services provided by those Sub-Custodians under their
respective Sub-Custody Agreements. Such reports, which shall be of
sufficient scope and in sufficient detail as may reasonably be required by
the Fund, shall provide reasonable assurance that any material inadequacies
would be disclosed by such examinations, and, if there is no such
inadequacies, shall so state.
8. Compensation. The Custodian shall be entitled to reasonable
compensation for its services and expenses as custodian, as agreed upon
from time to time between the Fund and the Custodian. Such expenses shall
not include, however, the fees paid by the Custodian to any Sub-Custodian.
9. Responsibility of Custodian. The Custodian shall exercise
reasonable care and diligence in carrying out the provisions of this
Agreement and shall not be liable to the Fund for any action taken or
omitted by it in good faith without negligence. So long as and to the
extent that it is in the exercise of reasonable care, neither the Custodian
nor any Sub-Custodian shall 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, if in writing, reasonably
believed by it to be signed by the proper party or parties. 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. Notwithstanding the
foregoing, the responsibility of the Custodian or a Sub-Custodian with
respect to redemptions effected by check shall be in accordance with a
separate Agreement entered into between the Custodian and the Fund. It is
also understood that the Custodian shall not be liable for any loss
resulting from a Sovereign Risk. A "Sovereign Risk" shall mean
nationalization, expropriation, devaluation, revaluation, confiscation,
seizure, cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency restrictions,
exchange controls, taxes, levies or other charges affecting the Fund's
property; or acts of war, terrorism, insurrection or revolution; or any
other similar act or event beyond the Custodian's control.
If the Fund requires the Custodian which in turn may require a
Sub-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 or the Sub-Custodian result in the Custodian or its nominee or a
Sub-Custodian or its nominee being liable for the payment of money or
incurring liability of some other form, the Fund, as a prerequisite to
requiring the Custodian or the Custodian requiring any Sub-Custodian to
take such action, shall provide indemnity to the Custodian in an amount and
form satisfactory to it.
The Fund agrees to indemnify and hold harmless the Custodian and its
nominee from and against all taxes, charges, expenses, assessments, claims
and liabilities (including counsel fees) incurred or assessed against it or
its nominee or any Sub-Custodian or its nominee in connection with the
performance of this Agreement, or any Sub-Custodian Agreement except, as to
the Custodian, such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, and as to a
Sub-Custodian, such as may arise from such Sub-Custodian's or its nominee's
own negligent action, negligent failure to act or willful misconduct. The
negligent action, negligent failure to act or willful misconduct of the
Custodian shall not diminish the Fund's obligation to indemnify the
Custodian in the amount, but only in the amount, of any indemnity required
to be paid to a Sub-Custodian under its Sub-Custodian Agreement. The
Custodian may assign this indemnity from the Fund directly to, and for the
benefit of, any Sub-Custodian. The Custodian is authorized, and may
authorize any Sub-Custodian, to charge any account of the Fund for such
items and such fees. To secure any such authorized charges and any
advances of cash or securities made by the Custodian or any Sub-Custodian
to or for the benefit of the Fund for any purpose which results in the Fund
incurring an overdraft at the end of any business day or for extraordinary
or emergency purposes during any business day, the Fund (except a Fund
specified in Schedule D to this Agreement) hereby grants to the Custodian a
security interest in and pledges to the Custodian securities up to a
maximum of 10% of the value of the Fund's net assets for the purpose of
securing payment of any such advances and hereby authorizes the Custodian
on behalf of the Fund to grant to any Sub-Custodian a security interest in
and pledge of securities held for the Fund (including those which may be
held in a Securities System) up to a maximum of 10% of the value of the net
assets held by such Sub-Custodian. The specific securities subject to such
security interest may be designated in writing from time to time by the
Fund or its investment adviser. In the absence of any designation of
securities subject to such security interest, the Custodian or the
Sub-Custodian, as the case may be, may designate securities held by it.
Should the Fund fail to repay promptly any authorized charges or advances
of cash or securities, the Custodian or the Sub-Custodian shall be entitled
to use such available cash and to dispose of pledged securities and
property as is necessary to repay any such authorized charges or advances
and to exercise its rights as a secured party under the U.C.C. The Fund
agrees that a Sub-Custodian shall have the right to proceed directly
against the Fund and not solely as subrogee to the Custodian with respect
to any indemnity hereunder assigned to a Sub-Custodian, and in that regard,
the Fund agrees that it shall not assert against any Sub-Custodian
proceeding against it any defense or right of set-off the Fund may have
against the Custodian arising out of the negligent action, negligent
failure to act or willful misconduct of the Custodian, and hereby waives
all rights it may have to object to the right of a Sub-Custodian to
maintain an action against it.
10. Successor Custodian. If a successor custodian shall be appointed by
the Trustees of the Fund, the Custodian shall, upon termination, cause to
be delivered to such successor custodian, duly endorsed and in the form for
transfer, all securities, funds and other properties then held by the
Sub-Custodians and all instruments held by the Sub-Custodians relative
thereto and cause the transfer to an account of the successor custodian all
of the Fund's securities held in any Securities System.
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the
Trustees of the Fund, cause to be delivered at the office of the
Custodian and transfer such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank
or trust company, which meets the requirements of the 1940 Act and the
rules and regulations thereunder, such securities, funds and other
properties. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Agreement.
In the event that such securities, funds and other properties remain in
the possession of the Custodian or any Sub-Custodian after the date of
termination hereof owing to failure of the Fund to procure the certified
copy of the vote referred to or of the Trustees to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its
services during such period as the Sub-Custodians retain 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.
11. Effective Period, Termination and Amendment. This Agreement shall
become effective as of its execution, 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 thirty (30) days after the date of such delivery or mailing;
provided either party may at any time immediately terminate this
Agreement in the event of the appointment of a conservator or receiver
for the other party or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction. No provision of this Agreement may be amended or
terminated except by a statement in writing signed by the party against
which enforcement of the amendment or termination is sought.
Upon termination of the Agreement, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such termination and
shall likewise reimburse the Custodian and through the Custodian any
Sub-Custodian for its costs, expenses and disbursements.
12. Interpretation. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter
hereof. In connection with the operation of this Agreement, the
Custodian and the Fund may from time to time agree in writing 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. No interpretive or additional provisions made
as provided in the preceding sentence shall be deemed to be an amendment
of this Agreement.
13. Governing Law. This instrument is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed
according to the internal laws of said Commonwealth, without regard to
principles of conflicts of law.
14. Notices. Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund attention: Xxxx Xxxxxx, or to
such other person or address as the Fund may have designated to the
Custodian in writing, or to the Custodian at Xxx Xxxx Xxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 attention: Xxxxxx Xxxxx, or to such other
address as the Custodian may have designated to the Fund in writing,
shall be deemed to have been properly delivered or given hereunder to
the respective addressee.
15. Binding Obligation. This Agreement shall be binding on and shall
inure to the benefit of the Fund and the Custodian and their respective
successors and assigns, provided that neither party hereto may assign
this Agreement or any of its rights or obligations hereunder without the
prior written consent of the other party.
16. Declaration of Trust. A copy of the Declaration of Trust of each of
the Funds is on file with the Secretary of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is
executed on behalf of the Trustees of each of the Funds as Trustees and
not individually and that the obligations of this instrument are not
binding on any of the Trustees or officers or shareholders individually,
but are binding only on the assets and property of each Fund with
respect to its obligations hereunder.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf as of the day and year first above
written.
THE XXXXXX FUNDS LISTED
IN SCHEDULE A
By /s/ Xxxx X. Xxxxxx
------------------
Vice President and Treasurer
XXXXXX FIDUCIARY TRUST COMPANY
By /s/ Xxxxxx X. Xxxxx
-------------------
President
Xxxxxx Investments, Inc. ("Xxxxxx"), the sole owner of the Custodian,
agrees that Xxxxxx shall be the primary obligor with respect to
compensation due the Sub-Custodians pursuant to the Sub-Custodian
Agreements in connection with the Sub-Custodians' performance of their
responsibilities thereunder and agrees to take all actions necessary and
appropriate to assure that the Sub-Custodians shall be compensated in
the amounts and on the schedules agreed to by the Custodian and the
Sub-Custodians pursuant to those Agreements.
XXXXXX INVESTMENTS, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
EXHIBIT 1
MASTER SUB-CUSTODIAN AGREEMENT
AGREEMENT made this [ ] day of [ ], 200[ ], between Xxxxxx Fiduciary
Trust Company, a Massachusetts-chartered trust company (the
"Custodian"), and [ ], a [ ] (the "Sub-Custodian").
WHEREAS, the Sub-Custodian represents to the Custodian that it is
eligible to serve as a custodian for a management investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), and
WHEREAS, the Custodian has entered into a Custodian Agreement between it
and each of the Xxxxxx Funds listed in Schedule A, each of such Funds
acting on its own behalf separately from all the other Funds and not
jointly or jointly and severally with any of the other Funds (each of
the Funds being hereinafter referred to as the "Fund"), and
WHEREAS, the Custodian and the Fund desire to utilize sub-custodians for
the purpose of holding cash and securities of the Fund, and
WHEREAS, the Custodian wishes to appoint the Sub-Custodian as the Fund's
Sub-Custodian,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Appointment of Custodian. The Custodian hereby employs and appoints
the Sub-Custodian as a Sub-Custodian for the Fund for the term and
subject to the provisions of this Agreement. Upon request, the
Custodian shall deliver to the Sub-Custodian such proxies, powers of
attorney or other instruments as may be reasonably necessary or
desirable in connection with the performance by the Sub-Custodian of its
obligations under this Agreement on behalf of the Fund.
2. Duties of the Sub-Custodian with Respect to Property of the Fund Held
by It. The Custodian may from time to time deposit securities or cash
owned by the Fund with the Sub-Custodian. The Sub-Custodian shall have
no responsibility or liability for or on account of securities, funds or
other property of the Fund not so delivered to it. The Sub-Custodian
shall hold and dispose of the securities hereafter held by or deposited
with the Sub-Custodian as follows:
2.1 Holding Securities. The Sub-Custodian shall hold and physically
segregate for the account of the Fund all non-cash property, including
all securities owned by the Funds, other than securities which are
maintained pursuant to Section 2.13 in a Securities System. All such
securities are to be held or disposed of for, and subject at all times
to the instructions of, the Custodian pursuant to the terms of this
Agreement. The Sub-Custodian shall maintain adequate records
identifying the securities as being held by it as Sub-Custodian of the
Fund.
2.2 Delivery of Securities. The Sub-Custodian shall release and deliver
securities of the Fund held by it hereunder (or in a Securities System
account of the Sub-Custodian) only upon receipt of Proper Instructions
(as defined in Section 2.17), 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 Fund 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 Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.13 hereof;
4) To the depository agent in connection with tender or other similar
offers for portfolio securities of the Fund;
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
Sub-Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Fund or into the name of any nominee or nominees of the
Sub-Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.12; 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 Sub-Custodian;
7) Upon the sale of such securities for the account of the Fund, 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 Sub-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 Sub-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 Sub-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 Sub-Custodian;
10) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Sub-Custodian, which may be
in the form of cash or obligations issued by the United States
government, its agencies or instrumentalities;
11) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against receipt
of amounts borrowed;
12) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent"), for delivery to such Transfer Agent or to the
shareholders of the Fund in connection with distributions in kind, as
may be described from time to time in the Fund's Declaration of Trust
and currently effective registration statement, if any, in satisfaction
of requests by shareholders for repurchase or redemption;
13) For delivery to another Sub-Custodian of the Fund; and
14) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees
or of the Executive Committee of the Fund signed by an officer of the
Fund and certified by its Clerk or an Assistant Clerk, specifying the
securities to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purposes to be proper corporate
purposes, and naming the person or persons to whom delivery of such
securities is to be made.
2.3 Registration of Securities. Securities of the Fund held by the
Sub-Custodian hereunder (other than bearer securities) shall be
registered in the name of the Fund or in the name of any nominee of the
Fund or of any nominee of the Sub-Custodian, which nominee shall be
assigned exclusively to the Fund, unless the Fund has authorized in
writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as
the Fund, or in the name or nominee name of any agent appointed pursuant
to Section 2.12. Notwithstanding the foregoing, a Sub-Custodian or
agent thereof may hold securities of the Fund in a nominee name which is
used for its other clients provided such name is not used by the
Sub-Custodian or agent for its own securities and that securities of the
Fund are physically segregated at all times from other securities held
for other clients using the same nominee name. All securities accepted
by the Sub-Custodian under the terms of this Agreement shall be in
"street name" or other good delivery form.
2.4 Bank Accounts. The Sub-Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only to draft
or order by the Sub-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 for the account of the Funds, other
than cash maintained by the Fund in a bank account established and used
in accordance with Rule 17f-3 under the 1940 Act. Funds held by the
Sub-Custodian for the Fund shall be deposited by it to its credit as
Sub-Custodian of the Fund in the Banking Department of the Sub-Custodian
or other banks. Such funds shall be deposited by the Sub-Custodian in
its capacity as Sub-Custodian and shall be withdrawable by the
Sub-Custodian only in that capacity. The Sub-Custodian shall be liable
for losses incurred by the Fund attributable to any failure on the part
of the Sub-Custodian to report accurate cash availability information
with respect to the Fund's bank accounts maintained by the Sub-Custodian
or any of its agents, provided that such liability shall be determined
solely on a cost-of-funds basis.
2.5 Payments for Shares. The Sub-Custodian shall receive from any
distributor of the Fund's shares or from the Transfer Agent of the Fund
and deposit into the Fund's account such payments as are received for
shares of the Fund issued or sold from time to time by the Fund. The
Sub-Custodian will provide timely notification to the Custodian, and the
Transfer Agent of any receipt by it of payments for shares of the Fund.
2.6 Investment and Availability of Federal Funds. Upon mutual agreement
between the Custodian and the Sub-Custodian, the Sub-Custodian shall,
upon the receipt of Proper Instructions,
1) invest in such instruments as may be set forth in such instructions
on the same day as received all federal funds received after a time
agreed upon between the Sub-Custodian and the Custodian; and
2) make federal funds available to the Fund as of specified times agreed
upon from time to time by the Custodian and the Sub-Custodian in the
amount of checks, when cleared within the Federal Reserve System,
received in payment for shares of the Fund which are deposited into the
Fund's account or accounts.
2.7 Collection of Income. The Sub-Custodian shall collect on a timely
basis all income and other payments with respect to registered
securities held hereunder to which the Fund 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
securities if, on the date of payment by the issuer, such securities are
held hereunder and shall credit such income, as collected, to the Fund's
account. Without limiting the generality of the foregoing, the
Sub-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. Arranging
for the collection of income due the Fund on securities loaned pursuant
to the provisions of Section 2.2(10) shall be the responsibility of the
Custodian. The Sub-Custodian will have no duty or responsibility in
connection therewith, other than to provide the Custodian with such
information or data as may be necessary to assist the Custodian in
arranging for the timely delivery to the Sub-Custodian of the income to
which the Fund is properly entitled.
2.8 Payment of Fund Monies. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the parties,
the Sub-Custodian shall cause monies of a Fund to be paid out in the
following cases only:
1) Upon the purchase of securities for the account of the Fund but only
(a) against the delivery of such securities to the Sub-Custodian (or any
bank, banking firm or trust company doing business in the United States
or abroad which is qualified under the 1940 Act, as amended, to act as a
custodian and has been designated by the Sub-Custodian as its agent for
this purpose) registered in the name of the Fund or in the name of a
nominee referred to in Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in Section 2.13
hereof; or (c) in the case of repurchase agreements entered into between
the Fund and the Sub-Custodian, or another bank, (i) against delivery of
the securities either in certificate form or through an entry crediting
the Sub-Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing purchase
by the Fund of securities owned by the Sub-Custodian along with written
evidence of the agreement by the Sub-Custodian to repurchase such
securities from the Fund;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of shares issued by the Fund as set
forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of
the Fund: interest, taxes, management, accounting, custodian and
Sub-Custodian, transfer agent and legal fees, including the Custodian's
fee; 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 declared pursuant to the governing
documents of the Fund;
6) For transfer to another Sub-Custodian of the Fund; and
7) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees
or of the Executive Committee of the Fund signed by an officer of the
Fund and certified by its Clerk or an Assistant Clerk, specifying the
amount of such payment, setting forth the purpose for which such payment
is to be made, declaring such purpose to be a proper purpose, and naming
the person or persons to whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased.
In any and every case where payment for purchase of securities for the
account of a Fund is made by the Sub-Custodian in advance of receipt of
the securities purchased in the absence of specific written instructions
from the Custodian to so pay in advance, the Sub-Custodian shall be
absolutely liable to the Fund and the Custodian in the event any loss
results to the Fund or the Custodian from the failure of the
Sub-Custodian to make such payment against delivery of such securities,
except that in the case of repurchase agreements entered into by the
Fund with a bank which is a member of the Federal Reserve System, the
Sub-Custodian may transfer funds to the account of such bank prior to
the receipt of written evidence that the securities subject to such a
repurchase agreement have been transferred by book-entry into a
segregated non-proprietary account of the Sub-Custodian maintained with
any Federal Reserve Bank or of the safe-keeping receipt, provided that
such securities have in fact been so transferred by book-entry.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund.
From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and By-Laws and any applicable
votes of the Trustees of the Fund pursuant thereto, the Sub-Custodian
shall, upon receipt of instructions from the Custodian, make funds
available for payment to shareholders of the Fund who have delivered to
the Transfer Agent a request for redemption or repurchase of their
shares. In connection with the redemption or repurchase of shares of
the Fund, the Sub-Custodian, upon receipt of Proper Instructions, is
authorized to wire funds to or through a commercial bank designated by
the redeeming shareholders. In connection with the redemption or
repurchase of shares of the Fund, the Sub-Custodian, upon receipt of
Proper Instructions, shall honor checks drawn on the Sub-Custodian by a
shareholder, when presented to the Sub-Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time
among the Fund, the Custodian and the Sub-Custodian.
2.11 Variances. The Sub-Custodian may accept securities or cash
delivered in settlement of trades notwithstanding variances between the
amount of securities or cash so delivered and the amount specified in
the instructions furnished to it by the Custodian, provided that the
variance in any particular transaction does not exceed (i) $25 in the
case of transactions of $1,000,000 or less, and (ii) $50 in the case of
transactions exceeding $1,000,000. The Sub-Custodian shall maintain a
record of any such variances and notify the Custodian of such variances
in periodic transaction reports submitted to the Custodian. The
Sub-Custodian will not advise any party with whom the Fund effects
securities transactions of the existence of these variance provisions
without the consent of the Fund and the Custodian.
2.12 Appointment of Agents. Without limiting its own responsibility for
its obligations assumed hereunder, the Sub-Custodian may at any time and
from time to time engage, at its own cost and expense, as an agent to
act for the Fund on the Sub-Custodian's behalf with respect to any such
obligations any bank or trust company which meets the requirements of
the 1940 Act, and the rules and regulations thereunder, to perform
services delegated to the Sub-Custodian hereunder, provided that the
Fund shall have approved in writing any such bank or trust company and
the Sub-Custodian shall give prompt written notice to the Custodian and
the Fund of any such engagement. All agents of the Sub-Custodian shall
be subject to the instructions of the Sub-Custodian and not the
Custodian. The Sub-Custodian may, at any time in its discretion, and
shall at the Custodian's direction, remove any bank or trust company
which has been appointed as an agent, and shall in either case promptly
notify the Custodian and the Fund in writing of the completion of any
such action.
The agents which the Fund has approved to date are set forth in Schedule
B hereto. Schedule B shall be amended from time to time as approved
agents are changed, added or deleted. The Custodian shall be
responsible for informing the Sub-Custodian sufficiently in advance of a
proposed investment which is to be held at a location not listed on
Schedule B, in order that there shall be sufficient time for the Fund to
give the approval required by the preceding paragraph and for the
Sub-Custodian to complete the appropriate contractual and technical
arrangements with such agent. The engagement by the Sub-Custodian of
one or more agents to carry out such of the provisions of this Section 2
shall not relieve the Sub-Custodian of its responsibilities or
liabilities hereunder.
2.13 Deposit of Fund Assets in Securities Systems. The Sub-Custodian
may deposit and/or maintain securities owned by the Fund in a clearing
agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, which acts as a
securities depository, or in the book-entry system authorized by the
U.S. Department of the Treasury (collectively referred to herein as
"Securities System") in accordance with applicable Federal Reserve Board
and Securities and Exchange Commission rules and regulations (including
Rule 17f-4 of the 1940 Act), and subject to the following provisions:
1) The Sub-Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an account
("Account") of the Sub-Custodian in the Securities System which shall
not include any assets other than assets held as a fiduciary, custodian
or otherwise for customers;
2) The records of the Sub-Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3) The Sub-Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Sub-Custodian to reflect such
payment and transfer for the account of the Fund. The Sub-Custodian
shall transfer securities sold for the account of the Fund upon (a)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (b) the making of an
entry on the records of the Sub-Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all advices from the
Securities System of transfers of securities for the account of the Fund
shall identify the Fund, be maintained for the Fund by the Sub-Custodian
and be provided to the Fund or the Custodian at the Custodian's request.
The Sub-Custodian shall furnish the Custodian confirmation of each
transfer to or from the account of the Fund in the form of a written
advice or notice and shall furnish to the Custodian copies of daily
transaction sheets reflecting each day's transactions in the Securities
System for the account of the Fund on the next business day;
4) The Sub-Custodian shall provide the Custodian with any report
obtained by the Sub-Custodian on the Securities System's accounting
system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System;
5) The Sub-Custodian shall have received the initial or annual
certificate, as the case may be, required by Section 2.10 hereof;
6) Anything to the contrary in this Agreement notwithstanding, the
Sub-Custodian shall be liable to the Fund and the Custodian for any loss
or damage to the Fund or the Custodian resulting from use of the
Securities System by reason of any negligence, misfeasance or misconduct
of the Sub-Custodian or any of its agents or of any of its or their
employees or from failure of the Sub-Custodian or any such agent to
enforce effectively such rights as it may have against the Securities
System; at the election of the Custodian, it shall be entitled to be
subrogated to the rights of the Sub-Custodian with respect to any claim
against the Securities System or any other person which the
Sub-Custodian may have as a consequence of any such loss or damage if
and to the extent that the Fund and the Custodian have not been made
whole for any such loss or damage.
2.14 Ownership Certificates for Tax Purposes. The Sub-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 securities held by it hereunder and in
connection with transfers of securities.
2.15 Proxies. The Sub-Custodian shall, with respect to the 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 a Fund, all proxies, without indication of the manner in
which such proxies are to be voted, and shall promptly deliver to the
Custodian such proxies, all proxy soliciting materials and all notices
relating to such securities.
2.16 Communications Relating to Fund Portfolio Securities. The
Sub-Custodian shall transmit promptly to the Custodian all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith) received by the Sub-Custodian from issuers of the securities
being held for the account of the Fund. With respect to tender or
exchange offers, the Sub-Custodian shall transmit promptly to the
Custodian all written information received by the Sub-Custodian from
issuers of the securities whose tender or exchange is sought and from
the party (or his agents) making the tender or exchange offer. If the
Fund desires to take action with respect to any tender offer, exchange
offer or any other similar transactions, the Custodian shall notify the
Sub-Custodian of the action the Fund desires the Sub-Custodian to take;
provided, however, that the Sub-Custodian shall not be liable to the
Fund or the Custodian for the failure to take any such action unless
such instructions are received by the Sub-Custodian at least two
business days prior to the date on which the Sub-Custodian is to take
such action.
2.17 Proper Instructions. Proper Instructions as used throughout this
Agreement means a writing signed or initialed by one or more persons who
are authorized by the Trustees of the Fund and by vote of the Board of
Directors of the Custodian. Each such writing shall set forth the
specific transaction or type of transaction involved, including a
specific statement of the purpose for which such action is requested.
Oral instructions will be considered Proper Instructions if the
Sub-Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Custodian shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Clerk or an
Assistant Clerk as to the authorization by the Trustees of the Funds
accompanied by a detailed description of procedures approved by the
Trustees, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices, provided that
the Trustees, the Custodian and the Sub-Custodian are satisfied that
such procedures afford adequate safeguards for the Fund's assets.
Notwithstanding the foregoing, no Trustee, officer, employee or agent of
the Fund shall be permitted access to any securities or similar
investments of the Fund deposited with the Sub-Custodian or any agent
for any reason except in accordance with the provisions of Rule 17f-2
under the 0000 Xxx.
2.18 Actions Permitted without Express Authority. The Sub-Custodian may
in its discretion, without express authority from the Custodian:
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 and the Custodian;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Fund, 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 Fund held by the
Sub-Custodian hereunder except as otherwise directed by the Custodian or
the Trustees of the Fund.
2.19 Evidence of Authority. The Sub-Custodian shall be protected in
acting upon any instruction, notice, request, consent, certificate or
other instrument or paper reasonably believed by it to be genuine and to
have been properly executed by or on behalf of the Fund or the Custodian
as custodian of the Fund. The Sub-Custodian may receive and accept a
certified copy of a vote of the Trustees of the Fund or the Board of
Directors of the Custodian, as conclusive evidence (a) of the authority
of any person to act in accordance with such vote or (b) of any
determination or of any action by the Trustees pursuant to the
Declaration of Trust and By-Laws and the Board of Directors of the
Custodian, as the case may be as described in such vote, and such vote
may be considered as in full force and effect until receipt by the
Sub-Custodian of written notice to the contrary.
3. Performance Standards; Protection of the Fund. The Sub-Custodian
shall use its best efforts to perform its duties hereunder in accordance
with the standards set forth in Schedule C hereto. Schedule C may be
amended from time to time as agreed to by the Custodian and the Trustees
of the Fund.
4. Records. The Sub-Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Trustees of the
Fund to keep the books of account of the Funds or, if directed in
writing to do so by the Custodian, shall itself keep such books of
account. The Sub-Custodian shall create and maintain all records
relating to its activities and obligations under this Agreement in such
manner as will meet the obligations of the Custodian under its Custodian
Agreement with the Fund under the 1940 Act, with particular attention to
Sections 17(f) and 31 thereof and Rules 17f-2, 31a-1 and 31a-2
thereunder, applicable federal and state tax laws, and any other law or
administrative rules or procedures which may be applicable to the Fund
or the Custodian. All such records shall be the property of the Fund
and shall at all times during the regular business hours of the
Sub-Custodian be open for inspection by duly authorized officers,
employees or agents of the Custodian and the Fund and employees and
agents of the Securities and Exchange Commission. The Sub-Custodian
shall, at the Custodian's request, supply the Custodian with a
tabulation of securities owned by the Fund and held under this Agreement
and shall, when requested to do so by the Custodian and for such
compensation as shall be agreed upon between the Custodian and
Sub-Custodian, include certificate numbers in such tabulations.
5. Opinion and Reports of the Fund's Independent Accountants. The
Sub-Custodian shall take all reasonable actions, as the Custodian may
from time to time request, to obtain from year to year favorable
opinions from the Fund's independent public accountants with respect to
its activities hereunder in connection with the preparation of the
Fund's registration statements and amendments thereto, the Fund's
reports to the Securities and Exchange Commission and with respect to
any other requirements of such Commission.
6. Reports of Sub-Custodian's Independent Accountants. The
Sub-Custodian shall provide the Custodian, at such times as the
Custodian may reasonably require, with reports by independent public
accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, including securities deposited
and/or maintained in a Securities System, relating to the services
provided by the Sub-Custodian under this Agreement; such reports, which
shall be of sufficient scope and in sufficient detail as may reasonably
be required by the Custodian, shall provide reasonable assurance that
any material inadequacies would be disclosed by such examination, and,
if there are no such inadequacies, shall so state.
7. Compensation. The Sub-Custodian shall be entitled to reasonable
compensation for its services and expenses as Sub-Custodian, as agreed
upon from time to time between the Custodian and the Sub-Custodian.
8. Responsibility of Sub-Custodian. The Sub-Custodian shall exercise
reasonable care and diligence in carrying out the provisions of this
Agreement and shall not be liable to the Fund or the Custodian for any
action taken or omitted by it in good faith without negligence. So long
as and to the extent that it is in the exercise of reasonable care, the
Sub-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. 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. Notwithstanding the foregoing, the
responsibility of the Sub-Custodian with respect to redemptions effected
by check shall be in accordance with a separate agreement entered into
between the Custodian and the Sub-Custodian.
The Sub-Custodian shall protect the Fund and the Custodian from direct
losses to the Fund resulting from any act or failure to act of the
Sub-Custodian in violation of its duties hereunder or of law and shall
maintain customary errors and omissions and fidelity insurance policies
in an amount not less than $25 million to cover losses to the Fund
resulting from any such act or failure to act.
If the Custodian requires the Sub-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 Sub-Custodian, result in the
Sub-Custodian's being liable for the payment of money or incurring
liability of some other form, the Custodian, as a prerequisite to
requiring the Sub-Custodian to take such action, shall provide indemnity
to the Sub-Custodian in an amount and form satisfactory to it.
The Custodian agrees to indemnify and hold harmless the Sub-Custodian
from and against all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) incurred or assessed against it or
its nominee in connection with the performance of this Agreement, except
such as may arise from its own negligent action, negligent failure to
act or willful misconduct. To secure any such authorized charges and
any advances of cash or securities made by the Sub-Custodian to or for
the benefit of the Fund for any purpose which results in the Fund's
incurring an overdraft at the end of any business day or for
extraordinary or emergency purposes during any business day, the
Custodian on behalf of the Fund, unless prohibited from doing so by one
or more of the Fund's fundamental investment restrictions, hereby
represents that it has obtained from the Fund authorization to apply
available cash in any account maintained by the Sub-Custodian on behalf
of the Fund and a security interest in and pledge to it of securities
held for the Fund by the Sub-Custodian, in an amount not to exceed the
amount not prohibited by such restrictions, for the purposes of securing
payment of any such advances, and that the Fund has agreed, from time to
time, to designate in writing, or to cause its investment adviser to
designate in writing, the specific securities subject to such security
interest and pledge. The Custodian hereby assigns the benefits of such
security interest and pledge to the Sub-Custodian, and agrees that,
should the Fund or the Custodian fail to repay promptly any advances of
cash or securities, the Sub-Custodian shall be entitled to use such
available cash and to dispose of such pledged securities as is necessary
to repay any such advances.
9. Successor Sub-Custodian. If a successor Sub-Custodian shall be
appointed by the Custodian, the Sub-Custodian shall, upon termination,
cause to be delivered to such successor Sub-Custodian, duly endorsed and
in the form for transfer, all securities then held by it, shall cause
the transfer to an account of the successor Sub-Custodian all of the
Fund's securities held in a Securities System and shall cause to be
delivered to such successor Sub-Custodian all funds and other property
held by it or any of its agents.
If no such successor Sub-Custodian shall be appointed, the Sub-Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Trustees of the Fund, cause to be delivered at the office of the
Sub-Custodian and transfer such securities, funds and other properties
in accordance with such vote.
In the event that no written order designating a successor Sub-Custodian
or certified copy of a vote of the Trustees shall have been delivered to
the Sub-Custodian on or before the date when such termination shall
become effective, then the Sub-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, 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 Sub-Custodian and its agents and
all instruments held by the Sub-Custodian and its agents relative
thereto and all other property held by it and its agents under this
Agreement and to cause to be transferred to an account of such successor
Sub-Custodian all of the Fund's securities held in any Securities
System. Thereafter, such bank or trust company shall be the successor
of the Sub-Custodian under this Agreement.
In the event that securities, funds and other properties remain in the
possession of the Sub-Custodian after the date of termination hereof
owing to failure of the Custodian to obtain the certified copy of vote
referred to or of the Trustees to appoint a successor Sub-Custodian, the
Sub-Custodian shall be entitled to fair compensation for its services
during such period as the Sub-Custodian retains possession of such
securities, funds and other properties and the provisions of this
Agreement relating to the duties and obligations of the Sub-Custodian
shall remain in full force and effect.
Upon termination, the Sub-Custodian shall, upon receipt of a certified
copy of a vote of the Trustees of the Fund, cause to be delivered to any
other Sub-Custodian designated in such vote such assets, securities and
other property of the Fund as are designated in such vote, or pursuant
to Proper Instructions, cause such assets, securities and other property
of the Fund as are designated by the Custodian to be delivered to one or
more of the sub-custodians designated on Schedule D hereto, as from time
to time amended.
10. Effective Period; Termination and Amendment. This Agreement shall
become effective as of its execution, 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 thirty (30) days after the date of mailing; provided, however, that
the Sub-Custodian shall not act under Section 2.13 hereof in the absence
of receipt of an initial certificate of the Clerk or an Assistant Clerk
that the Trustees of the Fund have approved the initial use of a
particular Securities System and the receipt of an annual certificate of
the Clerk or an Assistant Clerk that the Trustees have reviewed the use
by the Fund of such Securities System, as required in each case by Rule
17f-4 under the Investment Company Act of 1940; and provided, further,
however, that the Custodian shall not amend or terminate this Agreement
in contravention of any applicable federal or state regulations or any
provision of the Declarations of Trust or By-Laws of the Fund; and
provided, further, that the Custodian may at any time, by action of its
Board of Directors, or the Trustees of the Fund, as the case may be,
immediately terminate this Agreement in the event of the appointment of
a conservator or receiver for the Sub-Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of
an appropriate regulatory agency or court of competent jurisdiction.
Upon termination of this Agreement, the Custodian shall pay to the
Sub-Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Sub-Custodian for its
reimbursable costs, expenses and disbursements.
11. Amendment and Interpretation. This Agreement constitutes the entire
understanding and agreement of the parties hereto with respect to the
subject matter hereof. No provision of this Agreement may be amended or
terminated except by a statement in writing signed by the party against
which enforcement of the amendment or termination is sought.
In connection with the operation of this Agreement, the Sub-Custodian
and the Custodian may from time to time agree in writing 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. No interpretive or additional provisions made
as provided in the preceding sentence shall be deemed to be an amendment
of this Agreement.
12. Governing Law. This Agreement is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed
according to the laws of said Commonwealth.
13. Notices. Notices and other writings delivered or mailed postage
prepaid to the Custodian addressed to the Custodian attention: [ ], or
to such other person or address as the Custodian may have designated to
the Sub-Custodian in writing, or to the Sub-Custodian at [ ], or to
such other address as the Sub-Custodian may have designated to the
Custodian in writing, shall be deemed to have been properly delivered or
given hereunder to the respective addressee.
14. Binding Obligation. This Agreement shall be binding on and shall
inure to the benefit of the Custodian and the Sub-Custodian and their
respective successors and assigns, provided that neither party hereto
may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other party.
15. Prior Agreements. This Agreement supersedes and terminates, as of
the date hereof, all prior contracts between the Fund or the Custodian
and the Sub-Custodian relating to the custody of the Fund's assets.
16. Declaration of Trust. A copy of the Agreement and Declaration of
Trust of the Fund is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that the obligations of or
arising out of this instrument are not binding upon any of the Trustees
or beneficiaries individually but binding only upon the assets and
property of the Funds.
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 [ ] day of [ ], 200[ ].
XXXXXX FIDUCIARY TRUST COMPANY
By_______________________
(SUB-CUSTODIAN)
By_______________________
EXHIBIT 1(A)
MASTER FOREIGN SUB-CUSTODIAN AGREEMENT
AGREEMENT made this [ ] day of [ ], 200[ ], between Xxxxxx Fiduciary
Trust Company, a Massachusetts-chartered trust company (the
"Custodian"), and [ ], (the "Sub-Custodian").
WHEREAS, the Sub-Custodian represents to the Custodian that it is
eligible to serve as a custodian for a management investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), and
WHEREAS, the Custodian has entered into a Custodian Agreement between it
and each of the Xxxxxx Funds listed in Schedule A to this Agreement,
each of such Funds acting on its own behalf separately from all the
other Funds and not jointly or jointly and severally with any of the
other Funds (each of the Funds being hereinafter referred to as the
"Fund"), and
WHEREAS, the Custodian and the Fund desire to utilize sub-custodians for
the purpose of holding cash and securities of the Fund, and
WHEREAS, the Custodian wishes to appoint the Sub-Custodian as the Fund's
Sub-Custodian,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Appointment of Sub-Custodian. The Custodian hereby employs and
appoints the Sub-Custodian as a sub-custodian for safekeeping of
securities and other assets of the Fund for the term and subject to the
provisions of this Agreement. Upon request, the Custodian shall deliver
to the Sub-Custodian such proxies, powers of attorney or other
instruments as may be reasonably necessary or desirable in connection
with the performance by the Sub-Custodian of its obligations under this
Agreement on behalf of the Fund.
2. Duties of the Sub-Custodian with Respect to Property of the Fund Held
by It. The Custodian may from time to time deposit or direct the
deposit of securities or cash owned by the Fund with the Sub-Custodian.
The Sub-Custodian shall have no responsibility or liability for or on
account of securities, funds or other property of the Fund not so
delivered to it. Except for securities and funds held by 17f-5
Sub-Custodians (as defined in Section 2.11(b)) the Sub-Custodian shall
hold and dispose of the securities or cash hereafter held by or
deposited with the Sub-Custodian as follows:
2.1 Holding Securities. The Sub-Custodian shall hold and, by book-entry
or otherwise, identify as belonging to the Fund all non-cash property
which has been delivered to the Sub-Custodian. All such securities are
to be held or disposed of for, and subject at all times to the
instructions of, the Custodian pursuant to the terms of this Agreement.
The Sub-Custodian shall maintain adequate records identifying the
securities as being held by it as sub-custodian of the Fund.
2.2. Delivery of Securities. The Sub-Custodian shall release and
deliver securities of the Fund held by it hereunder (or in a Securities
System account of the Sub-Custodian) only upon receipt of Proper
Instructions (as defined in Section 2.19), 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 Fund and receipt
of payment therefor, provided, however, that the Sub-Custodian may
release and deliver securities prior to the receipt of payment therefor
if (i) in the Sub-Custodian's judgment, (A) release and delivery prior
to payment is required by the terms of the instrument evidencing the
security or (B) release and delivery prior to payment is the prevailing
method of settling securities transactions between institutional
investors in the applicable market and (ii) release and delivery prior
to payment is in accordance with generally accepted trade practice and
with any applicable governmental regulations and the rules of Securities
Systems or other securities depositories and clearing agencies in the
applicable market. The Sub-Custodian agrees, upon request, to advise
the Custodian of all pending transactions in which release and delivery
will be made prior to the receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;
4) To the depository agent in connection with tender or other similar
offers for such securities; provided that, in any such case, the cash or
other consideration is thereafter to be delivered to the Sub-Custodian;
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 thereafter to be delivered
to the Sub-Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Fund or into the name of any nominee or nominees of the
Sub-Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.11 or any other name permitted pursuant to Section
2.3; 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
thereafter to be delivered to the Sub-Custodian;
7) Upon the sale of such securities for the account of the Fund, 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 Sub-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 Sub-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, thereafter are to be delivered to the Sub-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 now
securities and cash, if any, are thereafter to be delivered to the
Sub-Custodian;
10) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of collateral the adequacy and timing of
receipt of which shall be as agreed upon from time to time in writing by
the Custodian and the Sub-Custodian, which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities;
11) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against receipt
of amounts borrowed;
12) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent"), for delivery to such Transfer Agent or to the
shareholders of the Fund in connection with distributions in kind, in
satisfaction of requests by shareholders for repurchase or redemption;
13) For delivery to the Custodian or another sub-custodian of the Fund;
and
14) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees
or of the Executive Committee of the Fund signed by an officer of the
Fund and certified by its Clerk or an Assistant Clerk, specifying the
securities to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purposes to be proper corporate
purposes, and naming the person or persons to whom delivery of such
securities is to be made.
2.3 Registration of Securities. Securities of the Fund held by the
Sub-Custodian hereunder (other than bearer securities) shall be
registered in the name of the Fund or in the name of any nominee of the
Fund or of any nominee of the Sub-Custodian or any 17f-5 Sub-Custodian
or Foreign Depository (as each of those terms is defined in Section
2.11(b)), which nominee shall be assigned exclusively to the Fund,
unless the Fund has authorized in writing the appointment of a nominee
to be used in common with other registered investment companies having
the same investment adviser as the Fund, or in the name or nominee name
of any agent appointed pursuant to Section 2.11(a). Notwithstanding the
foregoing, the Sub-Custodian or agent thereof or any 17f-5 Sub-Custodian
or Foreign Depository may hold securities of the Fund in a nominee name
which is used for its other clients provided that such name is not used
by the Sub-Custodian, agent, 17f-5 Sub-Custodian or Foreign Depository
for its own securities and that securities of the Fund are, by
book-entry or otherwise, at all times identified as belonging to the
Fund and distinguished from other securities held for other clients
using the same nominee name. In addition, and notwithstanding the
foregoing, the Sub-Custodian or agent thereof or 17f-5 Sub-Custodian or
Foreign Depository may hold securities of the Fund in its own name if
such registration is the prevailing method in the applicable market by
which custodians register securities of institutional clients and
provided that securities of the Fund are, by book-entry or otherwise, at
all times identified as belonging to the Fund and distinguished from
other securities held for other clients or for the Sub-Custodian or
agent thereof or 17f-5 Sub-Custodian or Foreign Depository. All
securities accepted by the Sub-Custodian under the terms of this
Agreement shall be in good delivery form.
2.4 Bank Accounts. The Sub-Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund or of the Custodian for
the benefit of the Fund, subject only to draft or order by the
Sub-Custodian acting pursuant to the terms of this Agreement or by the
Custodian acting pursuant to the Custodian Agreement, and shall hold in
such account or accounts, subject to the provisions hereof, to the
Sub-Custodian's credit as sub-custodian of the Fund or the Custodian's
credit as custodian for the Fund, cash received for the account of the
Fund other than cash maintained by the Fund in a bank account
established and used in accordance with Rule 17f-3 under the 1940 Act or
cash held as deposits with 17f-5 Sub-Custodians in accordance with the
following paragraph. The responsibilities of the Sub-Custodian for
cash, including foreign currency, of the Fund accepted on the
Sub-Custodian's books as a deposit shall be that of a U.S. bank for a
similar deposit.
The Sub-Custodian may open a bank account on the books of a 17f-5
Sub-Custodian in the name of the Fund or of the Sub-Custodian as a
sub-custodian for the Fund, and may deposit cash, including foreign
currency, of the Fund in such account, and such funds shall be
withdrawable only pursuant to draft or order of the Sub-Custodian. The
records for such account will be maintained by the Sub-Custodian but
such account shall not constitute a deposit liability of the
Sub-Custodian. The responsibilities of the Sub-Custodian for deposits
maintained in such account shall be the same as and no greater than the
Sub-Custodian's responsibility in respect of other portfolio securities
of the Fund.
The Sub-Custodian shall be liable for actual losses incurred by the Fund
attributable to any failure on the part of the Sub-Custodian to report
accurate cash availability information with respect to the bank accounts
referred to in this Section 2.4.
2.5 Payments for Shares. The Sub-Custodian shall maintain custody of
amounts received from the Transfer Agent of the Fund for shares of the
Fund issued by the Fund and sold by its distributor and deposit such
amounts into the Fund's account. The Sub-Custodian will provide timely
notification to the Custodian and the Transfer Agent of any receipt by
it of payments for shares of the Fund.
2.6 Availability of Federal Funds. Upon mutual agreement between the
Custodian and the Sub-Custodian, the Sub-Custodian shall, upon the
receipt of Proper Instructions, make federal funds available to the
Custodian for the account of the Fund as of specified times agreed upon
from time to time by the Custodian and the Sub-Custodian with respect to
amounts received by the Sub-Custodian for the purchase of shares of the
Fund.
2.7 Collection of Income. The Sub-Custodian shall collect on a timely
basis all income and other payments with respect to registered
securities held hereunder, including securities held in a Securities
System, to which the Fund 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 securities if, on
the date of payment by the issuer, such securities are held hereunder
and shall credit such income, as collected, to the Fund's account.
Without limiting the generality of the foregoing, the Sub-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. Arranging for the
collection of income due the Fund on securities loaned pursuant to the
provisions of Section 2.2(10) shall be the responsibility of the
Custodian. The Sub-Custodian will have no duty or responsibility in
connection therewith, other than to provide the Custodian with such
information or data as may be necessary to assist the Custodian in
arranging for the timely delivery to the Sub-Custodian of the income to
which the Fund is properly entitled.
2.8 Payment of Fund Monies. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the parties,
the Sub-Custodian shall cause monies of the Fund to be paid out in the
following cases only:
1) Upon the purchase of securities for the account of the Fund but only
(a) against the delivery of such securities to the Sub-Custodian (or any
bank, banking firm or trust company doing business in the United States
or abroad which is qualified under the 1940 Act, as amended, to act as a
custodian and has been designated by the Sub-Custodian as its agent for
this purpose) or any 17f-5 Sub-Custodian or any Foreign Depository (as
each of those terms is defined in Section 2.11(b)) registered in the
name of the Fund or in the name of a nominee referred to in Section 2.3
hereof or in proper form for transfer, provided, however, that the
Sub-Custodian may cause monies of the Fund to be paid out prior to
delivery of such securities if (i) in the Sub-Custodian's judgment, (A)
payment prior to delivery is required by the terms of the instrument
evidencing the security or (B) payment prior to delivery is the
prevailing method of settling securities transactions between
institutional investors in the applicable market and (ii) payment prior
to delivery is in accordance with generally accepted trade practice and
with any applicable governmental regulations and the rules of Securities
Systems or other securities depositories and clearing agencies in the
applicable market. The Sub-Custodian agrees, upon request, to advise
the Custodian of all pending transactions in which payment will be made
prior to the receipt of securities in accordance with the proviso to the
foregoing sentence; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in
Section 2.12 hereof; or (c) (i) in the case of a repurchase agreement
entered into between the Fund and the Sub-Custodian, another bank or a
broker-dealer, against delivery of the securities either in certificate
form or through an entry crediting the Sub-Custodian's or its agent's
non-proprietary account at any Federal Reserve Bank with such securities
or (ii) in the case of a repurchase agreement entered into between the
Fund and the Sub-Custodian, against delivery of a receipt evidencing
purchase by the Fund of securities owned by the Sub-Custodian along with
written evidence of the agreement by the Sub-Custodian to repurchase
such securities from the Fund; or (d) 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 of the
deposit from the applicable bank or a financial intermediary;
2) In connection with conversion, exchange or surrender or tender or
exercise of securities owned by the Fund as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of shares issued by the Fund as set
forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of
the Fund: interest, taxes, management, accounting, custodian and
sub-custodian, transfer agent and legal fees, including the Custodian's
fee; 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 or other distributions declared to
shareholders of the Fund;
6) For transfer to the Custodian or another sub-custodian of the Fund;
and
7) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees
or of the Executive Committee of the Fund signed by an officer of the
Fund and certified by its Clerk or Assistant Clerk, specifying the
amount of such payment, setting forth the purpose for which such payment
is to be made, declaring such purpose to be a proper purpose, and naming
the person or persons to whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as otherwise provided in this Agreement, in any and every case
where payment for purchase of securities for the account of the Fund is
made by the Sub-Custodian in advance of receipt of the securities
purchased in the absence of Proper Instructions from the Custodian to so
pay in advance, the Sub-Custodian shall be absolutely liable to the Fund
and the Custodian in the event any loss results to the Fund or the
Custodian from the payment by the Sub-Custodian in advance of delivery
of such securities.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund.
From such funds as may be available, the Sub-custodian shall, upon
receipt of Proper Instructions, make funds available for payment to a
shareholder of the Fund who has delivered to the Transfer Agent a
request for redemption or repurchase of shares of the Fund. In
connection with the redemption or repurchase of shares of the Fund, the
Sub-Custodian, upon receipt of Proper Instructions, is authorized to
wire funds to or through a commercial bank designated by the redeeming
shareholder. In connection with the redemption or repurchase of shares
of the Fund, the Sub-Custodian, upon receipt of Proper Instructions,
shall honor checks drawn on the Sub-Custodian by a shareholder, when
presented to the Sub-Custodian in accordance with such procedures and
controls as are mutually agreed upon from time to time among the Fund,
the Custodian and the Sub-Custodian.
2.11 Appointment of Agents and Sub-Custodians Pursuant to Rule 17f-5.
(a) Agents. Without limiting its own responsibility for its obligations
assumed hereunder, the Sub-Custodian may at any time and from time to
time engage, at its own cost and expense, as an agent to act for the
Fund on the Sub-Custodian's behalf with respect to any such obligations
any bank or trust company which meets the requirements of the 1940 Act,
and the rules and regulations thereunder, to perform services delegated
to the Sub-Custodian hereunder, provided that the Fund and the Custodian
shall have approved in writing any such bank or trust company. All
agents of the Sub-Custodian shall be subject to the instructions of the
Sub-Custodian and not the Custodian. The Sub-Custodian may, at any time
in its discretion, and shall at the Custodian's direction, remove any
bank or trust company which has been appointed as an agent, and shall in
either case promptly notify the Custodian and the Fund in writing of the
completion of any such action.
The agents which the Fund has approved to date are set forth in Schedule
B hereto. Schedule B shall be amended from time to time as approved
agents are changed, added or deleted. The Custodian shall be
responsible for informing the Sub-Custodian sufficiently in advance of a
proposed investment which is to be held at a location not listed on
Schedule B, in order that there shall be sufficient time for the Fund to
give the approval required by the preceding paragraph and for the
Sub-Custodian to complete the appropriate contractual and technical
arrangements with such agent. The engagement by the Sub-Custodian of
one or more agents shall not relieve the Sub-Custodian of its
responsibilities or liabilities hereunder.
(b) 17f-5 Sub-Custodians. Securities, funds and other property of the
Fund may be held by sub-custodians appointed pursuant to the provisions
of this Section 2.11 (each, a "17f-5 Sub-Custodian"). The Sub-Custodian
may, at any time and from time to time, appoint any bank or trust
company (that meets the requirements of a custodian or a foreign
custodian under the Investment Company Act of 1940 and the rules and
regulations thereunder, including without limitation Rule 17f-5
thereunder, or that has received an order of the Securities and Exchange
Commission ("SEC") exempting it from any of such requirements that it
does not meet) to act as a 17f-5 Sub-Custodian for the Fund, provided
that the Fund shall have approved in writing (1) any such bank or trust
company and the sub-custodian agreement to be entered into between such
bank or trust company and the Sub-Custodian, and (2) the 17f-5
Sub-Custodian's offices or branches at which the 17f-5 Sub-Custodian is
authorized to hold securities, cash and other property of the Fund.
Upon such approval by the Fund, the Sub-Custodian is authorized on
behalf of the Fund to notify each 17f-5 Sub-Custodian of its appointment
as such. The Sub-Custodian may, at any time in its discretion, remove
any bank or trust company that has been appointed as a 17f-5
Sub-Custodian.
Those 17f-5 Sub-Custodians and their offices or branches which the Fund
has approved to date are set forth on Schedule C hereto. Such Schedule
C shall be amended from time to time as 17f-5 Sub-Custodians, branches
or offices are changed, added or deleted. The Custodian shall be
responsible for informing the Sub-Custodian sufficiently in advance of a
proposed investment which is to be held at a location not listed on
Schedule C, in order that there shall be sufficient time for the Fund to
give the approval required by the preceding paragraph and for the
Sub-Custodian to put the appropriate arrangements in place with such
17f-5 Sub-Custodian pursuant to such sub-custodian agreement.
With respect to the securities and funds held by a 17f-5 Sub-Custodian,
either directly or indirectly, including demand and interest bearing
deposits, currencies or other deposits and foreign exchange contracts,
the Sub-Custodian shall be liable to the Custodian and the Fund if and
only to the extent that such 17f-5 Sub-Custodian is liable to the
Sub-Custodian and the Sub-Custodian recovers under the applicable
sub-custodian agreement, provided, however, that the foregoing
limitation shall not apply if such 17f-5 Sub-Custodian's liability to
the Sub-Custodian is limited because the applicable sub-custodian
agreement does not contain provisions substantially similar to the
provisions of Section 2 (but not including Section 2.12) of this
Agreement. The Sub-Custodian shall also be liable to the Custodian and
the Fund for its own negligence in transmitting any instructions
received by it from the Fund or the Custodian and for its own negligence
in connection with the delivery of any securities or funds held by it to
any such 17f-5 Sub-Custodian.
The Custodian or the Fund may authorize the Sub-Custodian or one or more
of the 17f-5 Sub-Custodians to use the facilities of one or more foreign
securities depositories or clearing agencies (each, a "Foreign
Depository") that is permitted to be used by registered investment
companies by a Rule or Rules of the SEC or that has received an order of
the SEC exempting it from any of such requirements that it does not
meet. The records of the Sub-Custodian or a 17f-5 Sub-Custodian
employing a Foreign Depository or clearing agency shall identify those
securities belonging to the Fund which are maintained in such a Foreign
Depository. The engagement by the Sub-Custodian of one or more Foreign
Depositories shall not relieve the Sub-Custodian of its responsibilities
or liabilities hereunder. The Foreign Depositories which the Fund has
approved to date are set forth in Schedule C hereto. Schedule C shall
be amended from time to time as approved Foreign Depositories are
changed, added or deleted. The Custodian shall be responsible for
informing the Sub-Custodian sufficiently in advance of a proposed
investment which is to be held at a location not listed on Schedule C,
in order that there shall be sufficient time for the Fund to give the
approval required by the preceding paragraph and for the Sub-Custodian
to complete the appropriate contractual and technical arrangements with
such Foreign Depository.
In the event that any 17f-5 Sub-Custodian appointed pursuant to the
provisions of this Section 2.11 fails to perform any of its obligations
under the terms and conditions of the applicable sub-custodian
agreement, the Sub-Custodian shall use its best efforts to cause such
17f-5 Sub-Custodian to perform such obligations. In the event that the
Sub-Custodian is unable to cause such 17f-5 Sub-Custodian to perform
fully its obligations thereunder, the Sub-Custodian shall forthwith upon
the Custodian's request terminate such 17f-5 Sub-Custodian as a
sub-custodian for the Fund and, if necessary or desirable, appoint
another 17f-5 Sub-Custodian in accordance with the provisions of this
Section 2.11. At the election of the Custodian, it shall have the right
to enforce and shall be subrogated to the Sub-Custodian's rights against
any such 17f-5 Sub-Custodian for loss or damage caused the Fund by such
17f-5 Sub-Custodian.
At the written request of the Fund, the Sub-Custodian will terminate as
a sub-custodian for the Fund any 17f-5 Sub-Custodian appointed pursuant
to the provisions of this Section 2.11 in accordance with the
termination provisions under the applicable sub-custodian agreement.
The Sub-Custodian will not amend any sub-custodian agreement or agree to
change or permit any changes thereunder except upon the prior written
approval of the Fund.
In the event the Sub-Custodian makes any payment to a 17f-5
Sub-Custodian under the indemnification provisions of any sub-custodian
agreement, no more than thirty days after written notice to the
Custodian of the Sub-Custodian's having made such payment, the Custodian
will reimburse the Sub-Custodian the amount of such payment except in
respect of any negligence or misconduct of the Sub-Custodian.
2.13 Deposit of Fund Assets in Securities Systems. The Sub-Custodian
may deposit and/or maintain securities owned by the Fund in a clearing
agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, which acts as a
securities depository, or in the book-entry system authorized by the
U.S. Department of the Treasury or by a federal agency (collectively
referred to herein as "Securities System") in accordance with applicable
rules and regulations (including Rule 17f-4 of the 1940 Act), and
subject to the following provisions:
1) The Sub-Custodian may, either directly or through one or more agents,
keep securities of the Fund in a Securities System provided that such
securities are represented in an account ("Account") of the
Sub-Custodian or such an agent in the Securities System which shall not
include any assets other than assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Sub-Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3) The Sub-Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Sub-Custodian to reflect such
payment and transfer for the account of the Fund. The Sub-Custodian
shall transfer securities sold for the account of the Fund upon (i)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of
an entry on the records of the Sub-Custodian to reflect such transfer
and payment for the account of the Fund. Copies of all advices from the
Securities System of transfers of securities for the account of the Fund
shall identify the Fund, be maintained for the Fund by the Sub-Custodian
or such an agent and be provided to the Fund or the Custodian at the
Custodian's request. The Sub-Custodian shall furnish the Custodian
confirmation of each transfer to or from the account of the Fund in the
form of a written advice or notice and shall furnish to the Custodian
copies of daily transaction statements reflecting each day's
transactions in the Securities System for the account of the Fund on the
next business day;
4) The Sub-Custodian shall provide the Custodian with any report
obtained by the Sub-Custodian on the Securities System's accounting
system, internal accounting controls and procedures for safeguarding
securities deposited in the Securities System;
5) The Sub-Custodian shall utilize only such Securities Systems as are
set forth in a list provided by the Custodian of Securities Systems
approved for use by the Board of Trustees of the Fund, which list will
be amended from time to time by the Custodian as may be necessary to
reflect any subsequent action taken by the Trustees of the Fund;
6) Anything to the contrary in this Agreement notwithstanding, the
Sub-Custodian shall be liable to the Fund and the Custodian for any loss
or damage to the Fund or the Custodian resulting from use of the
Securities System by reason of any negligence, misfeasance or misconduct
of the Sub-Custodian or any of its agents or of any of its or their
employees or from failure of the Sub-Custodian or any such agent or
employee to enforce effectively such rights as it may have against the
Securities System. At the election of the Custodian, it shall be
entitled to be subrogated to the rights of the Sub-Custodian with
respect to any claim against the Securities System or any other person
which the Sub-Custodian may have as a consequence of any such loss or
damage if and to the extent that the Fund and the Custodian have not
been made whole for any such loss or damage.
2.14 Depositary Receipts. Only upon receipt of Proper Instructions, the
Sub-Custodian shall instruct a 17f-5 Sub-Custodian appointed pursuant to
Section 2.11(b) hereof or an agent of the Sub-Custodian appointed
pursuant to Section 2.11(a) hereof (an "Agent") to surrender securities
to the depositary used by an issuer of American Depositary Receipts or
International Depositary Receipts (hereinafter collectively referred to
as "ADRs") for such securities against a written receipt therefor
adequately describing such securities and written evidence satisfactory
to the 17f-5 Sub-Custodian or Agent that the depositary has acknowledged
receipt of instructions to issue with respect to such securities ADRs in
the name of the Sub-Custodian, or a nominee of the Sub-Custodian, for
delivery to the Sub-Custodian in Boston, Massachusetts, or at such other
place as the Sub-Custodian may from time to time designate.
Only upon receipt of Proper Instructions, the Sub-Custodian shall
surrender ADRs to the issuer thereof against a written receipt therefor
adequately describing the ADRs surrendered and written evidence
satisfactory to the Sub-Custodian that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository to deliver
the securities underlying such ADRs to a 17f-5 Sub-Custodian or an
Agent.
2.15 Foreign Exchange Transactions and Futures Contracts. Only upon
receipt of Proper Instructions, the Sub-Custodian shall enter into
foreign exchange contracts or options to purchase and sell foreign
currencies for spot and future delivery on behalf and for the account of
the Fund or shall enter into futures contracts or options on futures
contracts. Such transactions may be undertaken by the Sub-Custodian
with such banking institutions, including the Sub-Custodian and 17f-5
Sub-Custodian(s) appointed pursuant to Section 2.11(b), as principals,
as approved and authorized by the Fund. In connection with such
transaction, the Sub-Custodian is authorized to make free outgoing
payments of cash in the form of U.S. Dollars or foreign currency without
receiving confirmation of a foreign exchange contract, futures contract
or option thereon or confirmation that the countervalue currency
completing the foreign exchange contract or futures contract has been
delivered or received or that the option has been delivered or received.
Foreign exchange contracts, futures contracts and options, other than
those executed with the Sub-Custodian as principal, shall for all
purposes of this Agreement be deemed to be portfolio securities of the
Fund.
2.16 Option Transactions. Only upon receipt of Proper Instructions, the
Sub-Custodian shall enter into option transactions in accordance with
the provisions of any agreement among the Fund, the Custodian, and/or
the Sub-Custodian and a broker-dealer.
2.17 Ownership Certificates for Tax Purposes. The Sub-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 securities held by it hereunder and in
connection with transfers of securities.
2.18 Proxies. The Sub-Custodian shall, with respect to the securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered other than in the
name of the Fund, all proxies that are received by the Sub-Custodian,
without indication of the manner in which such proxies are to be voted,
and shall promptly deliver to the Custodian such proxies, all proxy
soliciting materials and all notices relating to such securities.
2.19 Communications Relating to Fund Portfolio Securities. The
Sub-Custodian shall transmit promptly to the Custodian all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith) received by the Sub-Custodian from issuers of the securities
being held for the account of the Fund. With respect to tender or
exchange offers, the Sub-Custodian shall transmit promptly to the
Custodian all written information received by the Sub-Custodian from
issuers of the securities whose tender or exchange is sought and from
the party (or his agents) making the tender or exchange offer. If the
Fund desires to take action with respect to any tender offer, exchange
offer or any other similar transactions, the Custodian shall notify the
Sub-Custodian of the action the Fund desires the Sub-Custodian to take;
provided, however, that the Sub-Custodian shall not be liable to the
Fund or the Custodian for the failure to take any such action unless
Proper Instructions are received by the Sub-Custodian at least two
business days prior to the date on which the Sub-Custodian is to take
such action, or in the case of foreign securities, such longer periods
as shall have been agreed upon in writing by the Custodian and the
Sub-Custodian, which may be in the form of written operating procedures
or standards.
2.20 Proper Instructions. Proper Instructions as used throughout this
Agreement means a writing signed or initialed by one or more persons who
are authorized by the Trustees of the Fund and by the Custodian. Each
such writing shall set forth the specific transaction or type of
transaction involved. Oral instructions will be considered Proper
Instructions if the Sub-Custodian reasonably believes them to have been
given by a person authorized to give such instructions with respect to
the transaction involved. The Custodian shall cause all oral
instructions to be confirmed in writing. Proper Instructions shall also
include communications effected directly between the Custodian and
Sub-Custodian by electro-mechanical or electronic devices, provided that
the Custodian and the Sub-Custodian have approved such procedures.
Notwithstanding the foregoing, no Trustee, officer, employee or agent of
the Fund shall be permitted access to any securities or similar
investments of the Fund deposited with the Sub-Custodian or any agent
for any reason except in accordance with the provisions of Rule 17f-2
under the 0000 Xxx.
2.21 Actions Permitted without Express Authority. The Sub-Custodian may
in its discretion, without express authority from the Custodian:
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
Custodian;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Fund, 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 Fund held by the
Sub-Custodian hereunder except as otherwise directed by the Custodian.
2.22 Evidence of Authority. The Sub-Custodian shall be protected in
acting upon any instruction, notice, request, consent, certificate or
other instrument or paper reasonably believed by it to be genuine and to
have been properly executed by or on behalf of the Fund or the Custodian
as custodian of the Fund.
2.23 Performance Standards. The Sub-Custodian shall use its best
efforts to perform its duties hereunder in accordance with such
standards as are agreed upon from time to time by the Custodian and the
Sub-Custodian.
3. Records. The Sub-Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Trustees of the
Fund to keep the books of account of the Fund or, if directed in writing
to do so by the Custodian, shall itself keep such books of account. The
Sub-Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will
meet the obligations of the Fund under the 1940 Act, with particular
attention to Sections 17(f) and 31 thereof and Rules 17f-2, 31a-1 and
31a-2 thereunder; the Sub-Custodian shall also create and maintain such
records as are required by applicable federal and state tax laws, and
any other law or administrative rules or procedures which may be
applicable to the Fund or the Custodian, such laws, rules or procedures
to be specified by the Custodian from time to time. All such records
shall be the property of the Fund and shall at all times during the
regular business hours of the Sub-Custodian be open for inspection by
duly authorized officers, employees or agents of the Custodian and the
Fund and employees and agents of the Securities and Exchange Commission.
The Sub-Custodian shall, at the Custodian's request, supply the
Custodian with a tabulation of securities owned by the Fund and held
under this Agreement and shall, when requested to do so by the Custodian
and for such compensation as shall be agreed upon between the Custodian
and Sub-Custodian, include certificate numbers in such tabulations.
4. Opinion and Reports of the Fund's Independent Accountant. The
Sub-Custodian shall take all reasonable actions, as the Custodian may
from time to time request, to furnish such information with respect to
its activities hereunder as the Fund's independent public accountant may
request in connection with the accountant's verification of the Fund's
securities and similar investments as required by Rule 17f-2 under the
1940 Act, the preparation of the Fund's registration statement and
amendments thereto, the Fund's reports to the Securities and Exchange
Commission and with respect to any other requirements of such
Commission.
5. Reports of Sub-Custodian's Independent Accountant. The Sub-Custodian
shall provide the Custodian, at such times as the Custodian may
reasonably require, with reports by an independent public accountant on
the accounting system, internal accounting controls and procedures for
safeguarding securities, including securities deposited and/or
maintained in a Securities System, relating to the services provided by
the Sub-Custodian under this Agreement; such reports, which shall be of
sufficient scope and in sufficient detail as may reasonably be required
by the Custodian, shall provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and if there are no
such inadequacies, shall so state.
6. Compensation. The Sub-Custodian shall be entitled to reasonable
compensation for its services and expenses as sub-custodian, as agreed
upon from time to time between the Custodian and the Sub-Custodian.
7. Responsibility of Sub-Custodian. The Sub-Custodian shall exercise
reasonable care and diligence in carrying out the provisions of this
Agreement and shall not be liable to the Fund or the Custodian for any
action taken or omitted by it in good faith without negligence or
willful misconduct. So long as and to the extent that it is in the
exercise of reasonable care, the Sub-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, if in writing, reasonably believed to be signed by the
proper party or parties. 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. Notwithstanding the foregoing, the
responsibility of the Sub-Custodian with respect to redemptions effected
by check shall be in accordance with a separate agreement entered into
between the Custodian and the Sub-Custodian. It is also understood that
the Sub-Custodian shall not be liable for any loss resulting from a
Sovereign Risk. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation, imposition
or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges
affecting the Fund's property; or acts of war, terrorism, insurrection
or revolution; or any other similar act or event beyond the
Sub-Custodian's control.
The Sub-Custodian shall protect the Fund and the Custodian from losses
to the Fund resulting from any act or failure to act of the
Sub-Custodian in violation of its duties hereunder or of any law
applicable to the Sub-Custodian's duties hereunder.
If the Custodian requires the Sub-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 Sub-Custodian, result in the
Sub-Custodian's being liable for the payment of money or incurring
liability of some other form, the Custodian, as a prerequisite to
requiring the Sub-Custodian to take such action, shall provide indemnity
to the Sub-Custodian in an amount and form satisfactory to the
Sub-Custodian.
The Custodian agrees to indemnify and hold harmless the Sub-Custodian
from and against all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) (collectively, "Authorized
Charges") incurred or assessed against it or its nominee in connection
with the performance of this Agreement, except such as may arise from
its own negligent action, negligent failure to act or willful
misconduct. The Sub-Custodian is authorized to charge any account of
the Fund for such items and such fees. To secure any such Authorized
Charges and any advances of cash or securities made by the Sub-Custodian
to or for the benefit of the Fund for any purpose which results in the
Fund's incurring an overdraft at the end of any business day or for
extraordinary or emergency purposes during any business day, the
Custodian on behalf of the Fund hereby represents that it has obtained
from the Fund authorization to apply available cash in any account
maintained by the Sub-Custodian on behalf of the Fund and a security
interest in and pledge to the Sub-Custodian of securities of the Fund
held by the Sub-Custodian (including those which may be held in a
Securities System) up to a maximum of 10% of the value of the net assets
held by the Sub-Custodian for the purposes of securing payment of any
Authorized Charges and any advances of cash or securities, and that the
Fund has agreed, from time to time, to designate in writing, or to cause
its investment adviser to, or permit the Custodian to, designate in
writing, the securities subject to such security interest and pledge
with such specificity and detail as the Sub-Custodian may reasonably
request (and in the absence of such designation to permit the
Sub-Custodian so to designate securities). The Custodian hereby grants
on behalf of the Fund a security interest and pledge to the
Sub-Custodian, as aforesaid, in securities and available cash, as
security for any Authorized Charges and any advances of cash or
securities and agrees that, should the Fund or the Custodian fail to
repay promptly any Authorized Charges and any advances of cash or
securities, the Sub-Custodian shall be entitled to use such available
cash and to dispose of such pledged securities as is necessary to repay
any such Authorized Charges or any advances of cash or securities and to
exercise the rights of a secured party under the Uniform Commercial
Code.
The Custodian agrees not to amend the third paragraph of Section 9 of
the Custodian Agreement unless it provides the Sub-Custodian with at
least thirty (30) days' prior written notice of the substance of any
proposed amendments, provided that the foregoing shall not be construed
to in any way to provide that the Sub-Custodian's consent shall be
required to make such an amendment effective or that the Sub-Custodian's
failure to give such consent shall in any way affect its obligations
under this Agreement.
8. Successor Sub-Custodian. If a successor sub-custodian shall be
appointed by the Custodian, the Sub-Custodian shall, upon termination
and upon receipt of Proper Instructions, cause to be delivered to such
successor sub-custodian, duly endorsed and in the form for transfer, all
securities, funds and other property of the Fund then held by it and all
instruments held by the Sub-Custodian related thereto and cause the
transfer to an account of the successor sub-custodian all of the Fund's
securities held in any Securities Systems.
If no such successor sub-custodian shall be appointed, the Sub-Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Trustees of the Fund, cause to be transferred such securities, funds and
other property in accordance with such vote.
In the event that no written order designating a successor sub-custodian
or certified copy of a vote of the Trustees shall have been delivered to
the Sub-Custodian on or before the date when such termination shall
become effective, then the Sub-Custodian shall have the right to deliver
to a bank or trust company, which meets the requirements of the 1940 Act
and the rules and regulations thereunder, all securities, funds and
other properties of the Fund. Thereafter, such bank or trust company
shall be the successor of the Sub-Custodian under this Agreement.
In the event that securities, funds and other property remain in the
possession of the Sub-Custodian after the date of termination hereof
owing to failure of the Custodian to obtain a certified copy of the
Trustees appointing a successor sub-custodian, the Sub-Custodian shall
be entitled to fair compensation for its services during such period as
the Sub-Custodian retains possession of such securities, funds and other
property and the provisions of this Agreement relating to the duties and
obligations of the Sub-Custodian shall remain in full force and affect.
9. Effective Period; Termination and Amendment. This Agreement shall
become effective as of its execution, 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 thirty (30) days after the date of mailing; provided, that either
party may at any time immediately terminate this Agreement in the event
of the appointment of a conservator or receiver for the other party or
upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction. No provision of
this Agreement may be amended or terminated except by a statement in
writing signed by the party against which enforcement of the amendment
or termination is sought.
Upon termination of this Agreement, the Custodian shall pay to the
Sub-Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Sub-Custodian for its
reimbursable costs, expenses and disbursements. The provisions of
Section 7, including, until any Authorized Charges and any advances of
cash or securities referred to therein are repaid, all liens and
security interests created pursuant thereto, and all rights to
indemnification, shall survive any termination of this Agreement.
10. Interpretation. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter
hereof. In connection with the operation of this Agreement, the
Sub-Custodian and the Custodian may from time to time agree in writing
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. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to
be an amendment of this Agreement.
11. Governing Law. This Agreement is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed
according to the internal laws of said Commonwealth, without regard to
principles of conflicts of law.
12. Notices. Notices and other writings delivered or mailed postage
prepaid to the Custodian addressed to the Cu] or to such other address as
the Sub-Custodian may have designated to the Custodian in writing, shall be
deemed to have been properly delivered or given hereunder to the respective
addressee.
13. Binding Obligation. This Agreement shall be binding on and shall
inure to the benefit of the Custodian and the Sub-Custodian and their
respective successors and assigns, provided that neither party hereto
may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other party.
14. Prior Agreements. This Agreement supersedes and terminates, as of
the date hereof, all prior contracts between the Fund or the Custodian
and the Sub-Custodian relating to the custody of the Fund's assets.
15. Declaration of Trust. A copy of the Declaration of Trust of the
Fund is on file with the Secretary of The Commonwealth of Massachusetts,
and notice is hereby given that the obligations of or arising out of
this instrument are not binding upon any of the Trustees or
beneficiaries individually but binding only upon the assets and property
of the Fund.
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 [ ] day of [ ], 200[ ].
XXXXXX FIDUCIARY TRUST COMPANY
By_______________________________
Name:
Title:
(SUB-CUSTODIAN)
By________________________________
Name:
Title:
The Sub-Custodian and Xxxxxx, LLC ("Xxxxxx"), the sole owner of the
Custodian, agree that Xxxxxx shall be the primary obligor with respect
to compensation due the Sub-Custodian pursuant to Section 6 of this
Agreement in connection with the Sub-Custodian's performance of its
responsibilities hereunder. The Custodian and Xxxxxx agree to take all
actions necessary and appropriate to assure that the Sub-Custodian shall
be compensated in the amounts and on the schedule agreed to by the
Custodian and the Sub-Custodian pursuant to Section 6.
XXXXXX, LLC
By_________________________________
Name:
Title:
XXXXXX FIDUCIARY TRUST COMPANY
By__________________________________
Name:
Title:
(SUB-CUSTODIAN)
By__________________________________
Name:
Title:
Schedule A
Xxxxxx American Government Income Fund
Xxxxxx Arizona Tax Exempt Income Fund
Xxxxxx Asset Allocation Funds
-Balanced Portfolio
-Conservative Portfolio
-Growth Portfolio
Xxxxxx California Investment Grade Municipal Trust
Xxxxxx California Tax Exempt Income Fund
Xxxxxx Capital Appreciation Fund
Xxxxxx Classic Equity Fund
Xxxxxx Convertible Income-Growth Trust
Xxxxxx Discovery Growth Fund
Xxxxxx Diversified Income Trust
Xxxxxx Equity Income Fund
Xxxxxx Europe Equity Fund
Xxxxxx Florida Tax Exempt Income Fund
Xxxxxx Funds Trust
-Xxxxxx Floating Rate Daily Income Fund
-Xxxxxx Income Opportunities Fund
-Xxxxxx International Growth and Income Fund
-Xxxxxx Prime Money Market Fund
-Xxxxxx Small Cap Growth Fund
The Xxxxxx Xxxxxx Fund of Boston
Xxxxxx Global Equity Fund
Xxxxxx Global Income Trust
Putnam Global Natural Resources Fund
The Xxxxxx Fund for Growth and Income
Putnam Health Sciences Trust
Putnam High Income Bond Fund
Putnam High Income Opportunities Trust
Xxxxxx High Yield Advantage Fund
Xxxxxx High Yield Municipal Trust
Xxxxxx High Yield Trust
Putnam Income Fund
Putnam Intermediate U.S. Government Income Fund
Xxxxxx International Equity Fund
Xxxxxx Investment Funds
-Putnam Capital Opportunities Fund
-Xxxxxx Growth Opportunities Fund
-Xxxxxx International Blend Fund (liquidation pending)
-Xxxxxx International Capital Opportunities Fund
-Xxxxxx International New Opportunities Fund
-Xxxxxx Mid Cap Value Fund
-Xxxxxx New Value Fund
-Xxxxxx Research Fund
-Xxxxxx Small Cap Value Fund
Xxxxxx Investment Grade Municipal Trust
Xxxxxx Investors Fund
Xxxxxx Managed High Yield Trust
Xxxxxx Managed Municipal Income Trust
Xxxxxx Massachusetts Tax Exempt Income Fund
Xxxxxx Master Income Trust
Xxxxxx Master Intermediate Income Trust
Xxxxxx Michigan Tax Exempt Income Fund
Xxxxxx Minnesota Tax Exempt Income Fund
Xxxxxx Money Market Fund
Xxxxxx Municipal Bond Fund
Xxxxxx Municipal Income Fund
Xxxxxx Municipal Opportunities Trust
Xxxxxx New Jersey Tax Exempt Income Fund
Xxxxxx New Opportunities Fund
Xxxxxx New York Investment Grade Municipal Trust
Xxxxxx New York Tax Exempt Income Fund
Xxxxxx Ohio Tax Exempt Income Fund
Xxxxxx OTC & Emerging Growth Fund
Xxxxxx Pennsylvania Tax Exempt Income Fund
Xxxxxx Premier Income Trust
Xxxxxx RetirementReady Funds (launch pending)
-Xxxxxx RetirementReady 2045 Fund
-Xxxxxx RetirementReady 2040 Fund
-Xxxxxx RetirementReady 2035 Fund
-Xxxxxx RetirementReady 2030 Fund
-Xxxxxx RetirementReady 2025 Fund
-Xxxxxx RetirementReady 2020 Fund
-Xxxxxx RetirementReady 2015 Fund
-Xxxxxx RetirementReady 2010 Fund
-Xxxxxx RetirementReady Maturity Fund
Xxxxxx Tax Exempt Income Fund
Xxxxxx Tax Exempt Money Market Fund
Xxxxxx Tax-Free Health Care Fund
Xxxxxx Tax-Free Income Trust
-Xxxxxx Tax-Free High Yield Fund
-Xxxxxx Tax-Free Insured Fund
Xxxxxx Tax Smart Funds Trust
-Putnam Tax Smart Equity Fund
Xxxxxx U.S. Government Income Trust
Putnam Utilities Growth and Income Fund
Putnam Variable Trust
-Putnam VT American Government Income Fund
-Putnam VT Capital Appreciation Fund
-Xxxxxx VT Capital Opportunities Fund
-Xxxxxx VT Discovery Growth Fund
-Xxxxxx VT Diversified Income Fund
-Xxxxxx VT Equity Income Fund
-Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston
-Xxxxxx VT Global Asset Allocation Fund
-Xxxxxx VT Global Equity Fund
-Xxxxxx VT Growth and Income Fund
-Xxxxxx VT Growth Opportunities Fund
-Xxxxxx VT Health Sciences Fund
-Xxxxxx VT High Yield Fund
-Xxxxxx VT Income Fund
-Xxxxxx VT International Equity Fund
-Xxxxxx VT International Growth and Income Fund
-Xxxxxx VT International New Opportunities Fund
-Xxxxxx VT Investors Fund
-Xxxxxx VT Mid Cap Value Fund
-Xxxxxx VT Money Market Fund
-Xxxxxx VT New Opportunities Fund
-Xxxxxx VT New Value Fund
-Xxxxxx VT OTC & Emerging Growth Fund
-Xxxxxx VT Research Fund
-Xxxxxx VT Small Cap Value Fund
-Xxxxxx VT Utilities Growth and Income Fund
-Xxxxxx VT Vista Fund
-Xxxxxx VT Voyager Fund
Xxxxxx Vista Fund
Xxxxxx Voyager Fund
