CUSTODIAN CONTRACT
This Contract between Connecticut Mutual Financial Services
Series Fund I, Inc., a corporation organized and existing under
the laws of Maryland, having its principal place of business at
000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 hereinafter called
the "Fund", and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000,
hereinafter called the "Custodian",
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Fund intends to initially offer shares in six
series, the Government Securities Portfolio, Growth Portfolio,
Income Portfolio, International Equity Portfolio, Money Market
Portfolio and Total Return Portfolio (such series together with
all other series subsequently established by the Fund and made
subject to this Contract in accordance with paragraph 17, being
herein referred to as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as
follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of
the assets of the Portfolios of the Fund, including securities
which the Fund, on behalf of the applicable Portfolio desires to
be held in places within the United States ("domestic securities")
and securities it desires to be held outside the United States
("foreign securities") pursuant to the provisions of the Articles
of Incorporation. The Fund on behalf of the Portfolio(s) agrees
to deliver to the Custodian all securities and cash of the
Portfolios, and all payments of income, payments of principal or
capital distributions received by it with respect to all
securities owned by the Portfolio(s) from time to time, and the
cash consideration received by it for such new or treasury shares
of capital stock of the Fund representing interests in the
Portfolios, ("Shares") as may be issued or sold from time to time.
The Custodian shall not be responsible for any property of a
Portfolio held or received by the Portfolio and not delivered to
the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of
Article 5), the Custodian shall on behalf of the applicable
Portfolio(s) from time to time employ one or more sub-custodians,
located in the United States but only in accordance with an
applicable vote by the Board of Directors of the Fund on behalf of
the applicable Portfolio(s), and provided that the Custodian shall
have no more or less responsibility or liability to the Fund on
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account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian. The
Custodian may employ as sub-custodian for the Fund's foreign
securities on behalf of the applicable Portfolio(s) the foreign
banking institutions and foreign securities depositories
designated in Schedule A hereto but only in accordance with the
provisions of Article 3.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND
HELD BY THE CUSTODIAN IN THE UNITED STATES
2.1 HOLDING SECURITIES. The Custodian shall hold and physically
segregate for the account of each Portfolio all non-cash
property, to be held by it in the United States including
all domestic securities owned by such Portfolio, other than
(a) securities which are maintained pursuant to Section 2.10
in a clearing agency which acts as a securities depository
or in a book-entry system authorized by the U.S.
Department of the Treasury, ollectively referred to herein
as "Securities System" and (b) commercial paper of an issuer
for which State Street Bank and Trust Company acts as
issuing and paying agent ("Direct Paper") which is deposited
and/or maintained in the Direct Paper System of the
Custodian pursuant to Section 2.1OA.
2.2 DELIVERY OF SECURITIES. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by the
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Custodian or in a Securities System account of the Custodian
or in the Custodian's Direct Paper book entry system account
("Direct Paper System Account") only upon receipt of Proper
Instructions from the Fund on behalf of the applicable
Portfolio, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account
of the Portfolio and receipt of payment
therefor;
2) Upon the receipt of payment in connection with
any repurchase agreement related to such
securities entered into by the Portfolio;
3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.10 hereof;
4) To the depository agent in connection with
tender or other similar offers for securities
of the Portfolio;
5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
otherwise become payable; provided that, in
any such case, the cash or other consideration
is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for
transfer into the name of the Portfolio or
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into the name of any nominee or nominees of
the Custodian or into the name or nominee name
of any agent appointed pursuant to Section 2.9
or into the name or nominee name of any
sub-custodian appointed pursuant to Article 1;
or for exchange for a different number of
bonds, certificates or other evidence
representing the same aggregate face amount or
number of units; PROVIDED that, in any such
case, the new securities are to be delivered
to the Custodian;
' 7) Upon the sale of such securities for the
account of the Portfolio, to the broker or its
clearing agent, against a receipt, for
examination in accordance with "street
delivery" custom; provided that in any such
case, the Custodian shall have no
responsibility or liability for any loss
arising from the delivery of such securities
prior to receiving payment for such securities
except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
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readjustment of the securities of the issuer
of such securities, or pursuant to provisions
for conversion contained in such securities,
or pursuant to any deposit agreement; provided
that, in any such case, the new securities and
cash, if any, are to be delivered to the
Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
securities or the surrender of interim
receipts or temporary securities for
definitive securities; provided that, in any
such case, the new securities and cash, if
any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Portfolio, BUT ONLY
against receipt of adequate collateral as
agreed upon from time to time by the Custodian
and the Fund on behalf of the Portfolio, which
may be in the form of cash or obligations
issued by the United States government, its
agencies or instrumentalities, except that in
connection with any loans for which collateral
is to be credited to the Custodian's account
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in the book-entry system authorized by the
U.S. Department of the Treasury, the Custodian
will not be held liable or responsible for the
delivery of securities owned by the Portfolio
prior to the receipt of such collateral;
11) For delivery as security in connection with
any borrowings by the Fund on behalf of the
Portfolio requiring a pledge of assets by the
Fund on behalf of the Portfolio, BUT ONLY
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions
of any agreement among the Fund on behalf of
the Portfolio, the Custodian and a
broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and
a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating
to compliance with the rules of The Options
Clearing Corporation and of any registered
national securities exchange, or of any
similar organization or organizations,
regarding escrow or other arrangements in
connection with transactions by the Portfolio
of the Fund;
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13) For delivery in accordance with the provisions
of any agreement among the Fund on behalf of
the Portfolio, the Custodian, and a Futures
Commission Merchant registered under the
Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures
Trading Commission and/or any Contract Market,
or any similar organization or organizations,
regarding account deposits in connection with
transactions by the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer
agent ("Transfer Agent") for the Fund, for
delivery to such Transfer Agent or to the
holders of shares in connection with
distributions in kind, as may be described
from time to time in the currently effective
prospectus and statement of additional
information of the Fund, related to the
Portfolio ("Prospectus"), in satisfaction of
requests by holders of Shares for repurchase
or redemption; and
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15) For any other proper corporate purpose, BUT
ONLY upon receipt of, in addition to Proper
Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a
resolution of the Board of Directors or of the
Executive Committee signed by an officer of
the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities
of the Portfolio to be delivered, setting
forth the purpose for which such delivery is
to be made, declaring such purpose to be a
proper corporate purpose, and naming the
person or persons to whom delivery of such
securities shall be made.
2.3 REGISTRATION OF SECURITIES. Domestic securities held
by the Custodian (other than bearer securities) shall
be registered in the name of the Portfolio or in the
name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which
nominee shall be assigned exclusively to the
Portfolio, UNLESS the Fund has authorized in writing
the appointment of a nominee to be used in common
with other registered investment companies having the
same investment adviser as the Portfolio, or in the
name or nominee name of any agent appointed pursuant
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to Section 2.9 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All
securities accepted by the Custodian on behalf of the
Portfolio under the terms of this Contract shall be
in "street name" or other good delivery form. If,
however, the Fund directs the Custodian to maintain
securities in "street name", the Custodian shall
utilize its best efforts only to timely collect
income due the Fund on such securities and to notify
the Fund on a best efforts basis only of relevant
corporate actions including, without limitation,
pendency of calls, maturities, tender or exchange
offers.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain
a separate bank account or accounts in the United
States in the name of each Portfolio of the Fund,
subject only to draft or order by the Custodian
acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to
the provisions hereof, all cash received by it from
or for the account of the Portfolio, other than cash
maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3
under the Investment Company Act of 1940. Funds held
by the Custodian for a Portfolio may be deposited by
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it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or
trust companies as it may in its discretion deem
necessary or desirable; PROVIDED, however, that every
such bank or trust company shall be qualified to act
as a custodian under the Investment Company Act of
1940 and that each such bank or trust company and the
funds to be deposited with each such bank or trust
company shall on behalf of each applicable Portfolio
be approved by vote of a majority of the Board of
Directors of the Fund. Such funds shall be deposited
by the Custodian in its capacity as Custodian and
shall be withdrawable by the Custodian only in that
capacity.
2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement
between the Fund on behalf of each applicable
Portfolio and the Custodian, the Custodian shall,
upon the receipt of Proper Instructions from the Fund
on behalf of a Portfolio, make federal funds
available to such Portfolio as of specified times
agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment
for Shares of such Portfolio which are deposited into
the Portfolio's account.
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2.6 COLLECTION OF INCOME. Subject to the provisions of
Section 2.3, the Custodian shall collect on a timely
basis all income and other payments with respect to
registered domestic securities held hereunder to
which each Portfolio shall be entitled either by law
or pursuant to custom in the securities business, and
shall collect on a timely basis all income and other
payments with respect to bearer domestic securities
if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent
thereof and shall credit such income, as collected,
to such Portfolio's custodian account. Without
limiting the generality of the foregoing, the
Custodian shall detach and present for payment all
coupons and other income items requiring presentation
as and when they become due and shall collect
interest when due on securities held hereunder.
Income due each Portfolio on securities loaned
pursuant to the provisions of Section 2.2 (10) shall
be the responsibility of the 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
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Custodian of the income to which the Portfolio is
properly entitled.
2.7 PAYMENT OF FUND MONIES. Upon receipt of Proper
Instructions from the Fund on behalf of the
applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties,
the Custodian shall pay out monies of a Portfolio in
the following cases only:
1) Upon the purchase of domestic
securities, options, futures contracts
or options on futures contracts for the
account of the Portfolio but only
(a) against the delivery of such
securities or evidence of title to such
options, futures contracts or options on
futures contracts to the Custodian (or
any bank, banking firm or trust company
doing business in the United States or
abroad which is qualified under the
Investment Company Act of 1940, as
amended, to act as a custodian and has
been designated by the Custodian as its
agent for this purpose) registered in
the name of the Portfolio or in the name
of a nominee of the Custodian referred
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to in Section 2.3 hereof or in proper
form for transfer; (b) in the case of a
purchase effected through a Securities
System, in accordance with the
conditions set forth in Section 2.10
hereof; (c) in the case of a purchase
involving the Direct Paper System, in
accordance with the conditions set forth
in Section 2.10A; (d) in the case of
repurchase agreements entered into
between the Fund on behalf of the
Portfolio and the Custodian, or another
bank, or a broker-dealer which is a
member of NASD, (i) against delivery of
the securities either in certificate
form or through an entry crediting the
Custodian's account at the Federal
Reserve Bank with such securities or
(ii) against delivery of the receipt
evidencing purchase by the Portfolio of
securities owned by the Custodian along
with written evidence of the agreement
by the Custodian to repurchase such
securities from the Portfolio or (e) for
transfer to a time deposit account of
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the Fund in any bank, whether domestic
or foreign; such transfer may be
effected prior to receipt of a
confirmation from a broker and/or the
applicable bank pursuant to Proper
Instructions from the Fund as defined in
Article 5;
2) In connection with conversion, exchange
or surrender of securities owned by the
Portfolio as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of
Shares issued by the Portfolio as set
forth in Article 4 hereof;
4) For the payment of any expense or
liability incurred by the Portfolio,
including but not limited to the
following payments for the account of
the Portfolio: interest, taxes,
management, accounting, transfer agent
and legal fees, and operating expenses
of the Fund whether or not such expenses
are to be in whole or part capitalized
or treated as deferred expenses;
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5) For the payment of any dividends on
Shares of the Portfolio declared
pursuant to the governing documents of
the Fund;
6) For payment of the amount of dividends
received in respect of securities sold
short;
7) For any other proper purpose, BUT ONLY
upon receipt of, in addition to Proper
Instructions from the Fund on behalf of
the Portfolio, a certified copy of a
resolution of the Board of Directors or
of the Executive Committee of the Fund
signed by an officer of the Fund and
certified by its Secretary or an
Assistant Secretary, specifying the
amount of such payment, setting forth
the purpose for which such payment is to
be made, declaring such purpose to be a
proper purpose, and naming the person or
persons to whom such payment is to be
made.
2.8 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF
SECURITIES PURCHASED. Except as specifically stated
otherwise in this Contract, in any and every case
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where payment for purchase of domestic securities for
the account of a Portfolio is made by the Custodian
in advance of receipt of the securities purchased in
the absence of specific written instructions from the
Fund on behalf of such Portfolio to so pay in
advance, the Custodian shall be absolutely liable to
the Fund for such securities to the same extent as if
the securities had been received by the Custodian.
2.9 APPOINTMENT OF AGENTS. The Custodian may at any time
or times in its discretion appoint (and may at any
time remove) any other bank or trust company which is
itself qualified under the Investment Company Act of
1940, as amended, to act as a custodian, as its agent
to carry out such of the provisions of this Article 2
as the Custodian may from time to time direct;
PROVIDED, however, that the appointment of any agent
shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.10 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities
owned by a Portfolio in a clearing agency registered
with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934,
which acts as a securities depository, or in the
book-entry system authorized by the U.S. Department
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of the Treasury and certain federal agencies,
collectively referred to herein as "Securities
System" in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules
and regulations, if any, and subject to the following
provisions:
1) The Custodian may keep securities of the
Portfolio in a Securities System
provided that such securities are
represented in an account ("Account") of
the Custodian in the Securities System
which shall not include any assets of
the Custodian other than assets held as
a fiduciary, custodian or otherwise for
customers;
2) The records of the Custodian with
respect to securities of the Portfolio
which are maintained in a Securities
System shall identify by book-entry
those securities belonging to the
Portfolio;
3) The Custodian shall pay for securities
purchased for the account of the
Portfolio upon (i) receipt of advice
from the Securities System that such
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securities have been transferred to the
Account, and (ii) the making of an entry
on the records of the Custodian to
reflect such payment and transfer for
the account of the Portfolio. The
Custodian shall transfer securities sold
for the account of the Portfolio upon
(i) receipt of advice from the
Securities System that payment for such
securities has been transferred to the
Account, and (ii) the making of an entry
on the records of the Custodian to
reflect such transfer and payment for
the account of the Portfolio. Copies of
all advices from the Securities System
of transfers of securities for the
account of the Portfolio shall identify
the Portfolio, be maintained for the
Portfolio by the Custodian and be
provided to the Fund at its request.
Upon request, the Custodian shall
furnish the Fund on behalf of the
Portfolio confirmation of each transfer
to or from the account of the Portfolio
in the form of a written advice or
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notice and shall furnish to the Fund on
behalf of the Portfolio copies of daily
transaction sheets reflecting each day's
transactions in the Securities System
for the account of the Portfolio.
4) The Custodian shall provide the Fund for
the Portfolio with any report obtained
by the Custodian on the Securities
System's accounting system, internal
accounting control and procedures for
safeguarding securities deposited in the
Securities System;
5) The Custodian shall have received from
the Fund on behalf of the Portfolio the
initial or annual certificate, as the
case may be, required by Article 14
hereof;
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6) Anything to the contrary in this
Contract notwithstanding, the Custodian
shall be liable to the Fund for the
benefit of the Portfolio for any loss or
damage to the Portfolio resulting from
use of the Securities System by reason
of any negligence, misfeasance or
misconduct of the Custodian or any of
its agents or of any of its or their
employees or from failure of the
Custodian or any such agent to enforce
effectively such rights as it may have
against the Securities System; at the
election of the Fund, it shall be
entitled to be subrogated to the rights
of the Custodian with respect to any
claim against the Securities System or
any other person which the Custodian may
have as a consequence of any such loss
or damage if and to the extent that the
Portfolio has not been made whole for
any such loss or damage.
2.10A FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER
SYSTEM. The Custodian may deposit and/or maintain
securities owned by a Portfolio in the Direct Paper
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System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in
the Direct Paper System will be effected
in the absence of Proper Instructions
from the Fund on behalf of the
Portfolio;
2) The Custodian may keep securities of
the Portfolio in the Direct Paper
System only if such securities are
represented in an account
("Account") of the Custodian in the
Direct Paper System which shall not
include any assets of the Custodian
other than assets held as a
fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with
respect to securities of the
Portfolio which are maintained in
the Direct Paper System shall
identify by book-entry those
securities belonging to the
Portfolio;
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4) The Custodian shall pay for
securities purchased for the account
of the Portfolio upon the making of
an entry on the records of the
Custodian to reflect such payment
and transfer of securities to the
account of the Portfolio. The
Custodian shall transfer securities
sold for the account of the
Portfolio upon the making of an
entry on the records of the
Custodian to reflect such transfer
and receipt of payment for the
account of the Portfolio;
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5) The Custodian shall furnish the Fund
on behalf of the Portfolio
confirmation of each transfer to or
from the account of the Portfolio,
in the form of a written advice or
notice, of Direct Paper on the next
business day following such transfer
and shall furnish to the Fund on
behalf of the Portfolio copies of
daily transaction sheets reflecting
each day's transaction in the
Securities System for the account of
the Portfolio;
6) The Custodian shall provide the Fund
on behalf of the Portfolio with any
report on its system of internal
accounting control as the Fund may
reasonably request from time to
time.
2.11 SEGREGATED ACCOUNT. The Custodian shall upon receipt
of Proper Instructions from the Fund on behalf of
each applicable Portfolio establish and maintain a
segregated account or accounts for and on behalf of
each such Portfolio, into which account or accounts
may be transferred cash and/or securities, including
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securities maintained in an account by the Custodian
pursuant to Section 2.10 hereof, (i) in accordance
with the provisions of any agreement among the Fund
on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission
merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered
national securities exchange (or the Commodity
Futures Trading Commission or any registered contract
market), or of any similar organization or
organizations, regarding escrow or other arrangements
in connection with transactions by the Portfolio,
(ii) for purposes of segregating cash or government
securities in connection with options purchased, sold
or written by the Portfolio or commodity futures
contracts or options thereon purchased or sold by the
Portfolio, (iii) for the purposes of compliance by
the Portfolio with the procedures required by
investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of
segregated accounts by registered investment
companies and (iv) for other proper corporate
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purposes, BUT ONLY, in the case of clause (iv), upon
receipt of, in addition to Proper Instructions from
the Fund on behalf of the applicable Portfolio, a
certified copy of a resolution of the Board of
Directors or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or
an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring
such purposes to be proper corporate purposes.
2.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The
Custodian shall execute ownership and other
certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or
other payments with respect to domestic securities of
each Portfolio held by it and in connection with
transfers of securities.
2.13 PROXIES. The Custodian shall, with respect to the
domestic securities held hereunder, cause to be
promptly executed by the registered holder of such
securities, if the securities are registered
otherwise than in the name of the Portfolio or a
nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to
be voted, and shall promptly deliver to the Portfolio
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such proxies, all proxy soliciting materials and all
notices relating to such securities.
2.14 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES.
Subject to the provisions of Section 2.3, the
Custodian shall transmit promptly to the Fund for
each Portfolio all written information (including,
without limitation, pendency of calls and maturities
of domestic securities and expirations of rights in
connection therewith and notices of exercise of call
and put options written by the Fund on behalf of the
Portfolio and the maturity of futures contracts
purchased or sold by the Portfolio) received by the
Custodian from issuers of the securities being held
for the Portfolio. With respect to tender or
exchange offers, the Custodian shall transmit
promptly to the Portfolio all written information
received by the Custodian from issuers of the
securities whose tender or exchange is sought and
from the party (or his agents) making the tender or
exchange offer. If the Portfolio desires to take
action with respect to any tender offer, exchange
offer or any other similar transaction, the Portfolio
shall notify the Custodian at least three business
days prior to the date on which the Custodian is to
take such action.
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3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND
HELD OUTSIDE OF THE UNITED STATES
3.1 APPOINTMENT OF FOREIGN SUB-CUSTODIANS
The Fund hereby authorizes and instructs the
Custodian to employ as sub-custodians for the
Portfolio's securities and other assets maintained
outside the United States the foreign banking
institutions and foreign securities depositories
designated on Schedule A hereto ("foreign
sub-custodians"). Upon receipt of "Proper
Instructions," as defined in Section 5 of this
Contract, together with a certified resolution of the
Fund's Board of Directors, the Custodian and the Fund
may agree to amend Schedule A hereto from time to
time to designate additional foreign banking
institutions and foreign securities depositories to
act as sub-custodian. Upon receipt of Proper
Instructions, the Fund may instruct the Custodian to
cease the employment of any one or more such
sub-custodians for maintaining custody of the
Portfolio's assets.
3.2 ASSETS TO BE HELD. The Custodian shall limit the
securities and other assets maintained in the custody
of the foreign sub-custodians to: (a) "foreign
securities," as defined in paragraph (c)(l) of
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Rule 17f-5 under the Investment Company Act of 1940,
and (b) cash and cash equivalents in such amounts as
the Custodian or the Fund may determine to be
reasonably necessary to effect the Portfolio's
foreign securities transactions.
3.3 FOREIGN SECURITIES DEPOSITORIES. Except as may
otherwise be agreed upon in writing by the Custodian
and the Fund, assets of the Portfolios shall be
maintained in foreign securities depositories only
through arrangements implemented by the foreign
banking institutions serving as sub-custodians
pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements
containing the provisions set forth in Section 3.5
hereof.
3.4 SEGREGATION OF SECURITIES. The Custodian shall
identify on its books as belonging to each applicable
Portfolio of the Fund, the foreign securities of such
Portfolios held by each foreign sub-custodian. Each
agreement pursuant to which the Custodian employs a
foreign banking institution shall require that such
institution establish a custody account for the
Custodian on behalf of the Fund for each applicable
Portfolio of the Fund and physically segregate in
each account, securities and other assets of the
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Portfolios, and, in the event that such institution
deposits the securities of one or more of the
Portfolios in a foreign securities depository, that
it shall identify on its books as belonging to the
Custodian, as agent for each applicable Portfolio,
the securities so deposited.
3.5 AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS. Each
agreement with a foreign banking institution shall be
substantially in the form set forth in Exhibit 1
hereto and shall provide that: (a) the assets of
each Portfolio will not be subject to any right,
charge, security interest, lien or claim of any kind
in favor of the foreign banking institution or its
creditors or agent, except a claim of payment for
their safe custody or administration; (b) beneficial
ownership for the assets of each Portfolio will be
freely transferable without the payment of money or
value other than for custody or administration;
(c) adequate records will be maintained identifying
the assets as belonging to each applicable Portfolio;
(d) officers of or auditors employed by, or other
representatives of the Custodian, including to the
extent permitted under applicable law the independent
public accountants for the Fund, will be given access
to the books and records of the foreign banking
-30-
institution relating to its actions under its
agreement with the Custodian; and (e) assets of the
Portfolios held by the foreign sub-custodian will be
subject only to the instructions of the Custodian or
its agents.
3.6 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon
request of the Fund, the Custodian will use its best
efforts to arrange for the independent accountants of
the Fund to be afforded access to the books and
records of any foreign banking institution employed
as a foreign sub-custodian insofar as such books and
records relate to the performance of such foreign
banking institution under its agreement with the
Custodian.
3.7 REPORTS BY CUSTODIAN. The Custodian will supply to
the Fund from time to time, as mutually agreed upon,
statements in respect of the securities and other
assets of the Portfolio(s) held by foreign
sub-custodians, including but not limited to an
identification of entities having possession of the
Portfolio(s) securities and other assets and advices
or notifications of any transfers of securities to or
from each custodial account maintained by a foreign
banking institution for the Custodian on behalf of
each applicable Portfolio indicating, as to
-31-
securities acquired for a Portfolio, the identity of
the entity having physical possession of such
securities.
3.8 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT
(a) Except as otherwise provided in paragraph (b) of
this Section 3.8, the provision of Sections 2.2 and
2.7 of this Contract shall apply, MUTATIS MUTANDIS to
the foreign securities of the Fund held outside the
United States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to
the contrary, settlement and payment for securities
received for the account of each applicable Portfolio
and delivery of securities maintained for the account
of each applicable Portfolio may be effected in
accordance with the customary established securities
trading or securities processing practices and
procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation,
delivering securities to the purchaser thereof or to
a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of
receiving later payment for such securities from such
purchaser or dealer.
(c) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such
-32-
entity's nominee to the same extent as set forth in
Section 2.3 of this Contract, and the Fund agrees to
hold any such nominee harmless from any liability as
a holder of record of such securities.
3.9 LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement
pursuant to which the Custodian employs a foreign
banking institution as a foreign sub-custodian shall
require the institution to exercise reasonable care
in the performance of its duties and to indemnify,
and hold harmless, the Custodian and each Fund from
and against any loss, damage, cost, expense,
liability or claim arising out of or in connection
with the institution's performance of such
obligations. At the election of the Fund, it shall
be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a
foreign banking institution as a consequence of any
such loss, damage, cost, expense, liability or claim
if and to the extent that the Fund has not been made
whole for any such loss, damage, cost, expense,
liability or claim.
3.10 LIABILITY OF CUSTODIAN. The Custodian shall be
liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with
respect to sub-custodians generally in this Contract
-33-
and, regardless of whether assets are maintained in
the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S.
bank as contemplated by paragraph 3.13 hereof, the
Custodian shall not be liable for any loss, damage,
cost, expense, liability or claim resulting from
nationalization, expropriation, currency
restrictions, or acts of war or terrorism or any loss
where the sub-custodian has otherwise exercised
reasonable care. Notwithstanding the foregoing
provisions of this paragraph 3.10, in delegating
custody duties to State Street London Ltd., the
Custodian shall not be relieved of any responsibility
to the Fund for any loss due to such delegation,
except such loss as may result from
(a) political-risk (including, but not limited to,
exchange control restrictions, confiscation,
expropriation, nationalization, insurrection, civil
strife or armed hostilities) or (b) other losses
(excluding a bankruptcy or insolvency of State Street
London Ltd. not caused by political risk) due to Acts
of God, nuclear incident or other losses under
circumstances where the Custodian and State Street
London Ltd. have exercised reasonable care.
-34-
3.11 REIMBURSEMENT FOR ADVANCES. If the Fund requires the
Custodian to advance cash or securities for any
purpose for the benefit of a Portfolio including the
purchase or sale of foreign exchange or of contracts
for foreign exchange, or in the event that the
Custodian or its nominee shall incur or be assessed
any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of
this Contract, except such as may arise from its or
its nominee's own negligent action, negligent failure
to act or willful misconduct, any property at any
time held for the account of the applicable Portfolio
shall be security therefor and should the Fund fail
to repay the Custodian promptly, the Custodian shall
be entitled to utilize available cash and to dispose
of such Portfolio's assets to the extent necessary to
obtain reimbursement.
3.12 MONITORING RESPONSIBILITIES. The Custodian shall
furnish annually to the Fund, during the month of
June, information concerning the foreign
sub-custodians employed by the Custodian. Such
information shall be similar in kind and scope to
that furnished to the Fund in connection with the
initial approval of this Contract. In addition, the
Custodian will promptly inform the Fund in the event
-35-
that the Custodian learns of a material adverse
change in the financial condition of a foreign
sub-custodian or any material loss of the assets of
the Fund or in the case of any foreign sub-custodian
not the subject of an exemptive order from the
Securities and Exchange Commission is notified by
such foreign sub-custodian that there appears to be a
substantial likelihood that its shareholders' equity
will decline below $200 million (U.S. dollars or the
equivalent thereof) or that its shareholders' equity
has declined below $200 million (in each case
computed in accordance with generally accepted U.S.
accounting principles).
3.13 BRANCHES OF U.S. BANKS
(a) Except as otherwise set forth in this Contract,
the provisions hereof shall not apply where the
custody of the Portfolio's assets are maintained in a
foreign branch of a banking institution which is a
"bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the
qualification set forth in Section 26(a) of said Act.
The appointment of any such branch as a sub-custodian
shall be governed by paragraph 1 of this Contract.
(b) Cash held for each Portfolio of the Fund in the
United Kingdom shall be maintained in an interest
-36-
bearing account established for the Fund with the
Custodian's London branch, which account shall be
subject to the direction of the Custodian, State
Street London Ltd. or both.
3.14 TAX LAW
The Custodian shall have no responsibility or
liability for any obligations now or hereafter
imposed on the Fund or the Custodian as custodian of
the Fund by the tax law of the United States of
America or any state or political subdivision
thereof. It shall be the responsibility of the Fund
to notify the Custodian of the obligations imposed on
the Fund or the Custodian as custodian of the Fund by
the tax law of jurisdictions other than those
mentioned in the above sentence, including
responsibility for withholding and other taxes,
assessments or other governmental charges,
certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such
tax law shall be to use reasonable efforts to assist
the Fund with respect to any claim for exemption or
refund under the tax law of jurisdictions for which
the Fund has provided such information.
4. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
OF THE FUND.
-37-
The Custodian shall receive from the distributor for the
Shares or from the Transfer Agent of the Fund and deposit into the
account of the appropriate Portfolio such payments as are received
for Shares of that Portfolio issued or sold from time to time by
the Fund. The Custodian will provide timely notification to the
Fund on behalf of each such Portfolio and the Transfer Agent of
any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose but
subject to the limitations of the Articles of Incorporation and
any applicable votes of the Board of Directors of the Fund
pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares of a
Portfolio, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In
connection with the redemption or repurchase of Shares of the
Fund, the Custodian shall honor checks drawn on the Custodian by a
holder of Shares, which checks have been furnished by the Fund to
the holder of Shares, when presented to the Custodian in
accordance with such procedures and controls as are mutually
agreed upon from time to time between the Fund and the Custodian.
5. PROPER INSTRUCTIONS.
-38-
Proper Instructions as used throughout this Contract means a
writing signed or initialled by one or more person or persons as
the Board of Directors shall have from time to time authorized.
Each such writing shall set forth the specific transaction or type
of transaction involved, including a specific statement of the
purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to give
such instructions with respect to the transaction involved. The
Fund shall cause all oral instructions to be confirmed in writing.
Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Directors of the
Fund accompanied by a detailed description of procedures approved
by the Board of Directors, Proper Instructions may include
communications effected directly between electro-mechanical or
electronic devices provided that the Board of Directors and the
Custodian are satisfied that such procedures afford adequate
safeguards for the Portfolio's assets. For purposes of this
Section, Proper Instructions shall include instructions received
by the Custodian pursuant to any three-party agreement which
requires a segregated asset account in accordance with Section
2.11.
6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express
authority from the Fund on behalf of each applicable Portfolio:
-39-
1) make payments to itself or others for minor expenses
of handling securities or other similar items relating to its
duties under this Contract, PROVIDED that all such payments shall
be accounted for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities
in definitive form;
3) endorse for collection, in the name of the Portfolio,
checks, drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details
in connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property of
the Portfolio except as otherwise directed by the Board of
Directors of the Fund.
7. EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been
properly executed by or on behalf of the Fund. The Custodian may
receive and accept a certified copy of a vote of the Board of
Directors of the Fund as conclusive evidence (a) of the authority
of any person to act in accordance with such vote or (b) of any
determination or of any action by the Board of Directors pursuant
to the Articles of Incorporation as described in such vote, and
such vote may be considered as in full force and effect until
receipt by the Custodian of written notice to the contrary.
-40-
8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of
Directors of the Fund to keep the books of account of each
Portfolio and/or compute the net asset value per share of the
outstanding shares of each Portfolio or, if directed in writing to
do so by the Fund on behalf of the Portfolio, shall itself keep
such books of account and/or compute such net asset value per
share. If so directed, the Custodian shall also calculate daily
the net income of the Portfolio as described in the Fund's
currently effective prospectus related to such Portfolio and shall
advise the Fund and the Transfer Agent daily of the total amounts
of such net income and, if instructed in writing by an officer of
the Fund to do so, shall advise the Transfer Agent periodically of
the division of such net income among its various components. The
calculations of the net asset value per share and the daily income
of each Portfolio shall be made at the time or times described
from time to time in the Fund's currently effective prospectus
related to such Portfolio.
9. RECORDS.
The Custodian shall with respect to each Portfolio create
and maintain all records relating to its activities and
obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940,
-41-
with particular attention to Section 31 thereof and Rules 31a-1
and 31a-2 thereunder. All such records shall be the property of
the Fund and shall at all times during the regular business hours
of the Custodian be open for inspection by duly authorized
officers, employees or agents of the Fund and employees and agents
of the Securities and Exchange Commission. The Custodian shall,
at the Fund's request, supply the Fund with a tabulation of
securities owned by each Portfolio and held by the Custodian and
shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations.
10. OPINION OF FUND'S INDEPENDENT ACCOUNTANT.
The Custodian shall take all reasonable action, as the Fund
on behalf of each applicable Portfolio may from time to time
request, to obtain from year to year favorable opinions from the
Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Form
N-1A, and Form N-SAR or other annual reports to the Securities and
Exchange Commission and with respect to any other requirements of
such Commission.
11. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS.
The Custodian shall provide the Fund, on behalf of each of
the Portfolios at such times as the Fund may reasonably require,
with reports by independent public accountants on the accounting
system, internal accounting control and procedures for
-42-
safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a
Securities System, relating to the services provided by the
Custodian under this Contract; such reports shall be of sufficient
scope and in sufficient detail, as may reasonably be required by
the Fund to provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and, if there
are no such inadequacies, the reports shall so state.
12. COMPENSATION OF CUSTODIAN.
12.1 The Custodian shall be entitled to reasonable
compensation for its services and expenses as
Custodian. Specific fees and charges are contained
in the Fee Schedule attached hereto.
12.2 The fees and charges stated in the Fee Schedule shall
be fixed for a period of five years from the date of
this Agreement. Thereafter the fees and charges
shall be renegotiated each year, but will not exceed
the previous year's fees and charges adjusted for
increases in the Consumer Price Index of the previous
year in the Greater Boston Area as published by the
Federal Reserve Bank of Boston, or such other index
as the parties may agree.
12.3 In no event shall State Street charge fees and
charges stated herein that exceed the fees and
charges charged other mutual funds that have the same
-43-
or less amount of Fund Net Assets maintained by State
Street. In no event shall this provision allow the
Fund to review the fees and charges of State Street's
other customers or the books and records of Xxxxx
Xxxxxx.
00.0 Xxxxx Xxxxxx shall dedicate a full time project
manager for the process of the conversion of the
Funds and shall waive all costs associated with the
conversion of the Funds to State Street.
12.5 The fees and charges shall be subject to a
performance standard as set out in the Performance
Standard Schedule attached hereto.
13. RESPONSIBILITY OF CUSTODIAN.
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of
title thereto received by it or delivered by it pursuant to this
Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party
or parties, including any futures commission merchant acting
pursuant to the terms of a three-party futures or options
agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract,
but shall be kept indemnified by and shall be without liability to
-44-
the Fund for any action taken or omitted by it in good faith
without negligence. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice.
The Custodian shall be liable for the acts or omissions of a
foreign banking institution appointed pursuant to the provisions
of Article 3 to the same extent as set forth in Article 1 hereof
with respect to sub-custodians located in the United States
(except as specifically provided in Article 3.10) and, regardless
of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch
of a U.S. bank as contemplated by paragraph 3.13 hereof, the
Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from, or caused by, the direction of
or authorization by the Fund to maintain custody of any securities
or cash of the Fund in a foreign country including, but not
limited to, losses resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism.
If the Fund on behalf of a Portfolio requires the Custodian
to take any action with respect to securities, which action
involves the payment of money or which action may, in the opinion
of the Custodian, result in the Custodian or its nominee assigned
to the Fund or the Portfolio being liable for the payment of money
or incurring liability of some other form, the Fund on behalf of
-45-
the Portfolio, as a prerequisite to requiring the Custodian to
take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
If the Fund requires the Custodian, its affiliates,
subsidiaries or agents to advance cash or securities for any
purpose (including but not limited to securities settlements,
foreign exchange contracts and assumed settlement) for the benefit
of a Portfolio including the purchase or sale of foreign exchange
or of contracts for foreign exchange or in the event that the
Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as
may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at
any time held for the account of the applicable Portfolio shall be
security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available
cash and to dispose of such Portfolio's assets to the extent
necessary to obtain reimbursement.
14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.
This Contract 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
-46-
prepaid to the other party, such termination to take effect not
sooner than one hundred twenty (120) days after the date of such
delivery or mailing by the Custodian and sixty (60) days after the
date of such delivery or mailing by the Fund; PROVIDED, however
that the Custodian shall not with respect to a Portfolio act under
Section 2.10 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the
Board of Directors of the Fund has approved the initial use of a
particular Securities System by such Portfolio and the receipt of
an annual certificate of the Secretary or an Assistant Secretary
that the Board of Directors has reviewed the use by such Portfolio
of such Securities System, as required in each case by Rule 17f-4
under the Investment Company Act of 1940, as amended and that the
Custodian shall not with respect to a Portfolio act under Section
2.10A hereof in the absence of receipt of an initial certificate
of the Secretary or an Assistant Secretary that the Board of
Directors has approved the initial use of the Direct Paper System
by such Portfolio and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Directors
has reviewed the use by such Portfolio of the Direct Paper System;
PROVIDED FURTHER, however, that the Fund shall not amend or
terminate this Contract in contravention of any applicable federal
or state regulations, or any provision of the Articles of
Incorporation, and further provided, that the Fund on behalf of
one or more of the Portfolios may at any time by action of its
-47-
Board of Directors (i) substitute another bank or trust company
for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the
event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening
of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each
applicable Portfolio shall pay to the Custodian such compensation
as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and
disbursements.
15. SUCCESSOR CUSTODIAN
If a successor custodian for the Fund, of one or more of the
Portfolios shall be appointed by the Board of Directors of the
Fund, the Custodian shall, upon termination, deliver to such
successor custodian at the office of the Custodian, duly endorsed
and in the form for transfer, all securities of each applicable
Portfolio then held by it hereunder and shall transfer to an
account of the successor custodian all of the securities of each
such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified copy
of a vote of the Board of Directors of the Fund, deliver at the
-48-
office of the Custodian and transfer such securities, funds and
other properties in accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of Directors
shall have been delivered to the Custodian on or before the date
when such termination shall become effective, then the Custodian
shall have the right to deliver to a bank or trust company, which
is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection,
having an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $25,000,000,
all securities, funds and other properties held by the Custodian
on behalf of each applicable Portfolio and all instruments held by
the Custodian relative thereto and all other property held by it
under this Contract on behalf of each applicable Portfolio and to
transfer to an account of such successor custodian all of the
securities of each such Portfolio held in any Securities System.
Thereafter, such bank or trust company shall be the successor of
the Custodian under this Contract.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owing to failure of the Fund to procure the
certified copy of the vote referred to or of the Board of
Directors to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period
-49-
as the Custodian retains possession of such securities, funds and
other properties and the provisions of this Contract relating to
the duties and obligations of the Custodian shall remain in full
force and effect.
16. INTERPRETIVE AND ADDITIONAL PROVISIONS.
In connection with the operation of this Contract, the
Custodian and the Fund on behalf of each of the Portfolios, may
from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint
opinion be consistent with the general tenor of this Contract.
Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto,
PROVIDED that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any
provision of the Articles of Incorporation of the Fund. No
interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this
Contract.
17. ADDITIONAL FUNDS.
In the event that the Fund establishes one or more series of
Shares in addition to the Government Securities Portfolio, Growth
Portfolio, Income Portfolio, International Equity Portfolio, Money
Market Portfolio and Total Return Portfolio with respect to which
it desires to have the Custodian render services as custodian
under the terms hereof, it shall so notify the Custodian in
-50-
writing, and if the Custodian agrees in writing to provide such
services, such series of Shares shall become a Portfolio
hereunder.
18. MASSACHUSETTS LAW TO APPLY.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth
of Massachusetts.
19. PRIOR CONTRACTS.
This Contract Supersedes and terminates, as of the date
hereof, all prior contracts between the Fund on behalf of each of
the Portfolios and the Custodian relating to the custody of the
Fund's assets.
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 28th day of January, 1993.
ATTEST CONNECTICUT MUTUAL FINANCIAL SERVICES
SERIES FUND I, INC.
/s/ Xxxxxxx Xxxxx By /s/ Xxxxx Xxxxxx
---------------------- ----------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
X. Xxxxxx By /s/ illegible signature
---------------------- ----------------------------
Assistant Secretary Executive Vice President
-00-
XXXXX XXXXXX XXXX AND TRUST COMPANY
CONSOLIDATED CUSTODIAN FEE SCHEDULE
CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I, INC.
I. ADMINISTRATION
The following schedule represents the consolidated fee
schedule for all assets in:
Connecticut Mutual Investment Accounts, Inc.
Connecticut Mutual Financial Services Series Fund I, Inc.
Separate Accounts
A. CUSTODY
INCLUDES: Maintaining custody of fund assets. Settling
portfolio purchases and sales. Reporting buy and sell
fails. Determining and collecting portfolio incomes.
Making cash disbursements and reporting cash
transactions. Monitoring corporate actions.
Withholding foreign taxes. Filing foreign tax reclaims.
FUND NET ASSETS ANNUAL FEE
First $1 Billion .005 of 1%
Excess of $1 Billion .0025 of 1%
B. PORTFOLIO AND FUND ACCOUNTING
INCLUDES: Maintaining investment ledgers, providing
selected portfolio transactions, position and income
reports. Maintaining general ledger and capital stock
accounts. Preparing daily trial balance. Calculating
net asset value daily, calculating fund 7-day yield.
Providing selected general ledger reports. Securities
yield or market value quotations will be provided to
State Street by the fund or via State Street's pricing
services.
THERE WILL BE AN ANNUAL CHARGE OF $15,000 PER DOMESTIC
PORTFOLIO
II. GLOBAL CUSTODY
INCLUDES: Maintaining custody of fund assets. Settling
portfolio purchases and sales. Reporting buy and sell
fails. Determining and collecting portfolio income.
Making cash disbursements and reporting cash
transactions. Monitoring corporate actions.
Withholding foreign taxes. Filing foreign tax reclaims.
*GROUP I *GROUP II *GROUP III *GROUP IV *GROUP V
Euroclear Australia Austria Finland Argentina
Germany Canada Belgium Philippines Brazil
Japan Denmark Italy Korea Chile
France Norway Mexico Taiwan
Ireland Hong Kong Portugal Venezuela
Netherlands Indonesia Singapore
New Spain
Zealand Thailand
Sweden Turkey
Switzerland Malaysia
U.K.
A. HOLDING FEES (BASIS POINTS PER PORTFOLIO PER ANNUM):
GROUP I GROUP II GROUP III GROUP IV GROUP V
First $ 50 Million 5.0 11.0 15.0 22.0 35.0
Next $ 50 Million 4.0 10.0 14.0 20.0 30.0
Over $100 Million 3.0 8.0 3.0 18.0 25.0
B. TRADING FEES (PER TRADE):
GROUP I GROUP II GROUP III GROUP IV GROUP V
Trades $25 $40 $55 $60 $100
III. PORTFOLIO TRADES
FOR EACH LINE ITEM PROCESSED:
State Street Bank Repos $ 7.00
Boston commercial paper $16.00
DTC or Fed Book Entry $12.00
Physical Settlements/foreign Trade/PT $25.00
Maturity Collections $ 8.00
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IV. OPTIONS
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
V. LENDING OF SECURITIES
Deliver loaned securities versus cash collateral $20.00
Deliver Loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of
loaned securities $15.00
Delivery securities collateral versus receipt
of loaned securities $25.00
Loan administration xxxx to market per
day, per loan $ 3.00
VI. INTEREST RATE FUTURES
Transactions no security movement $ 8.00
VII. DIVIDEND CHARGES
(For items held at the Request of Traders over
record date in street form) $50.00
VIII. SPECIAL SERVICES
Fees for activities of a nonrecurring nature such as fund
consolidations or reorganizations, extraordinary security
shipments and the preparation of special reports will be
subject to negotiation.
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IX. OUT-OF-POCKET EXPENSES
This charge will be levied on foreign account assets only.
A billing for the recovery of applicable out-of-pocket
expenses will be made as of the end of each month. Out-of-
pocket expenses include, but are not limited to the
following:
Telephone
Wire Charges ($5.25 per wire in and $5.00 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer $8.00 Each
Transfer Fees
Subcustodian charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return check items over $2,500
$4.25
GNMA transfer $15 each
CONNECTICUT MUTUAL FINANCIAL STATE STREET BANK AND TRUST CO.
SERVICES SERIES FUND I, INC.
By: Xxxxx X. Xxxxxx By: XXXXXX X. XXXXXXX, XX.
------------------------------ -------------------------------
Title: Treasurer Title: Vice President
--------------------------- ----------------------------
Date: 1/28/93 Date: 1/26/93
---------------------------- -----------------------------
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PERFORMANCE STANDARDS
CONNECTICUT MUTUAL - SERIES FUND I
PERFORMANCE OBJECTIVE STANDARD
Accurate computation of the NAV per share and
Submission to Variable Annuity Service Centers 99.5%
The collection and crediting of interest and dividends 99.95%
FED Credited same day as receipt
PTC Credited same day as receipt
DTC Credited same day as receipt
Physical Credited same day as receipt
Defaulted Security Payments Upon receipt
Timely settlement of trades 99.5%
Timely and accurate receipt of reports by agreed
upon delivery date 95%
Delivery of Cash Availability by 10:00 AM 99.5%
This assumes capital stock activity is received by 9:30 AM
PERFORMANCE FEE ADJUSTMENT
If standards are not met then a 1% fee reduction will be applied to
the fund complex. The standards will be measured on an annual
basis and the adjustment will occur as a reduction in following
year's fees.
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