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Ex-99.8
CUSTODY AGREEMENT
Agreement made as of this 10th day of June ,1985,
between Xxxxxxx Xxxxx Natural Resources Trust , a
Massachusetts business trust organized and existing under
the laws of the Commonwealth of Massachusetts, having its
principal office and place of business at
(hereinafter called the 'Fund'), and THE BANK OF NEW YORK, a
New York corporation authorized to do a banking business,
having its principal office and place of business at 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the
"Custodian").
W I T N E S S E T H
that for and in consideration of the mutual promises herein-
after set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall
have the following meanings:
1. "Authorized Person' shall be deemed to include any
person, whether or not such person is an officer or employee
of the Fund, duly authorized by the Board of Trustees of the
Fund to give Oral Instructions and Written Instructions on
behalf of the Fund and listed in the Certificate annexed
hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and
federal agency securities, its successor or successors and
its nominee or nominees.
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3 "Certificate" shall mean any notice, instruction,
or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian which is actu-
ally received by the Custodian and signed on behalf of the
Fund by any two officers.
4. "Call option" shall mean an exchange traded option
with respect to Securities other than Stock Index options,
Futures Contracts, and Futures Contract Options entitling
the holder, upon timely exercise and payment of the exercise
price, as specified therein, to purchase from the writer
thereof the specified underlying Securities.
5. "Covered Call Option" shall mean an exchange trade
option entitling the holder, upon timely exercise and pay-
ment of the exercise price, as specified therein, to pur-
chase from the writer thereof the specified underlying
Securities (excluding Futures Contracts) which are owned by
the writer thereof and subject to appropriate restrictions.
6. "Clearing Member" shall mean a registered broker-
dealer which is a clearing member under the rules of O.C.C.
and a member of a national securities exchange qualified to
act as a custodian for an investment company, or any broker-
dealer reasonably believed by the Custodian to be such a
clearing member.
7. "Collateral Account" shall mean a segregated
account so denominated which is specifically allocated to a
Series and pledged to the Custodian as security for, and in
consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in
paragraph 8 of Article V herein, or (b) any receipt des-
cribed in Article V or VIII herein.
8. "Depository' shall mean The Depository Trust Com-
pany ("DTC"), a clearing agency registered with the Securi-
ties and Exchange Commission, its successor or successors
and its nominee or nominees. The term "Depository" shall
further mean and include any other person authorized to act
as a depository under the Investment Company Act of 1940,
its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution
of the Fund's Board of Trustees specifically approving
deposits therein by the Custodian.
9. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities including,
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without limitation, U.S. Treasury Bills, U.S. Treasury
Notes, U.S. Treasury Bonds, domestic bank certificates of
deposit, and Eurodollar certificates of deposit, during a
specified month at an agreed upon price.
10. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
11. "Futures Contract Option" shall mean an option
with respect to a Futures Contract.
12. "Margin Account" shall mean a segregated account
in the name of a broker, dealer, futures commission mer-
chant, or a Clearing Member, or in the name of the Fund for
the benefit of a broker, dealer, futures commission mer-
chant, or Clearing Member, as the case may be, separate and
distinct from the custody account, in which certain Securi-
ties and/or money of the Fund shall be deposited and with-
drawn from time to time in connection with such transactions
as the Fund may from time to time determine. Securities
held in the Book-Entry System or the Depository shall be
deemed to have been deposited in, or withdrawn from, a
Margin Account upon the Custodian's effecting an appropriate
entry in its books and records.
13. 'Money Market Security" shall be deemed to
include, without limitation, certain Reverse Repurchase
Agreements, debt obligations issued or guaranteed as to
interest and principal by the government of the United
States or agencies or instrumentalities thereof, any tax,
bond or revenue anticipation note issued by any state or
municipal government or public authority, commercial paper,
certificates of deposit and bankers' acceptances, repurchase
and reverse repurchase agreements with respect to the same
and bank time deposits, where the purchase and sale of such
securities normally requires settlement in federal funds on
the same day as such purchase or sale.
14. "O.C.C." shall mean the Options Clearing Corpora-
tion, a clearing agency registered under Section 17A of the
Securities Exchange Act of 1934, its successor or succes-
sors, and its nominee or nominees.
15. "Officers" shall be deemed to include the
President, any vice President, the Secretary, the Clerk, the
Treasurer, the Controller, any Assistant Secretary, any
Assistant Clerk, any Assistant Treasurer, and any other per-
son or persons, whether or not any such other person is an
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officer of the Fund, duly authorized by the Board of Trus-
tees of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund and listed
in the Certificate annexed hereto as Appendix B or such
other Certificate as may be received by the Custodian from
time to time.
16. "Option" shall mean a Call Option, Covered Call
option, Stock Index Option and/or a Put option.
17. "Oral Instructions" shall mean verbal instruc-
tions actually received by the Custodian from an Authorized
Person or from a person reasonably believed by the Custodian
to be an Authorized Person.
18. "Put option" shall mean an exchange traded option
with respect to Securities other than Stock Index options,
Futures Contracts, and Futures Contract options entitling
the holder, upon timely exercise and tender of the specified
underlying Securities, to sell such Securities to the writer
thereof for the exercise price.
19. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and
agrees to repurchase such Securities at a described or
specified date and price.
20. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call options, Put
options, Stock Index Options, Stock Index Futures Contracts,
Stock Index Futures Contract options, Financial Futures Con-
tracts, Financial Futures Contract Options, Reverse Repur-
chase Agreements, common stocks and other securities having
characteristics similar to common stocks, preferred stocks,
debt obligations issued by state or municipal governments
and by public authorities, (including, without limitation,
general obligation bonds, revenue bonds and industrial bonds
and industrial development bonds), bonds, debentures, notes,
mortgages or other obligations, and any certificates,
receipts, warrants or other instruments representing rights
to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest
therein, or any property or assets.
21. "Senior Security Account" shall mean an account
maintained and specifically allocated to a Series under the
terms of this Agreement as a segregated account, by recorda-
tion or otherwise within the custody account in which cer-
tain Securities and/or other assets of the Fund specifically
allocated to such Series shall be deposited and withdrawn
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from time to time in accordance with Certificates received
by the Custodian in connection with such transactions as the
Fund may from time to time determine.
22. "Series" shall mean the various portfolios, if
any, of the Fund as described from time to time in the
current and effective prospectus for the Fund.
23. "Stock Index Futures Contract" shall mean a bi-
lateral agreement pursuant to which the parties agree to
take or make delivery of an amount of cash equal to a speci-
fied dollar amount times the difference between the value of
a particular stock index at the close of the last business
day of the contract and the price at which the futures con-
tract is originally struck.
24. "Stock index option" shall mean an exchange
traded option entitling the holder, upon timely exercise, to
receive an amount of cash determined by reference to the
difference between the exercise price and the value of the
index on the date of exercise.
25. "Shares" shall mean the shares of beneficial
interest of the Fund, each of which is in the case of a Fund
having Series allocated to a particular Series.
26. "Written Instructions" shall mean written com-
munications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by
the Custodian to be an Authorized Person by telex or any
other such system whereby the receiver of such communica-
tions is able to verify by codes or otherwise with a reason-
able degree of certainty the identity of the sender of such
communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
The Fund hereby constitutes and appoints the
Custodian as custodian of the Securities and moneys at any
time owned by the Fund during the period of this Agreement.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as here-
inafter set forth.
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ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, the Fund will deliver or
cause to be delivered to the Custodian all Securities and
all moneys owned by it, at any time during the period of
this Agreement, and shall specify with respect to such
Securities and money the Series to which the same are speci-
fically allocated. The Custodian shall segregate, keep and
maintain the assets. of the Series separate and apart. The
Custodian will not be responsible for any Securities and
moneys not actually received by it. The Custodian will be
entitled to reverse any credits made on the Fund's behalf
where such credits have been previously made and moneys are
not finally collected. The Fund shall deliver to the Custo-
dian a certified resolution of the Board of Trustees of the
Fund, substantially in the form of Exhibit A hereto, approv-
ing, authorizing and instructing the Custodian on a continu-
ous and on-going basis to deposit in the Book-Entry System
all Securities eligible for deposit therein, regardless of
the Series to which the same are specifically allocated and
to utilize the Book-Entry System to the extent possible in
connection with its performance hereunder, including, with-
out limitation, in connection with settlements of purchases
and sales of Securities, loans of Securities, and deliveries
and returns of Securities collateral. Prior to a deposit of
Securities specifically allocated to a Series in the Deposi-
tory, the Fund shall deliver to the Custodian a certified
resolution of the Board of Trustees of the Fund, substan-
tially in the form of Exhibit B hereto, approving, authoriz-
ing and instructing the Custodian on a continuous and on-
going basis until instructed to the contrary by a Certifi-
cate actually received by the Custodian to deposit in the
Depository all Securities specifically allocated to such
Series eligible for deposit therein, and to utilize the
Depository to the extent possible with respect to such
Securities in connection with its performance hereunder,
including, without limitation, in connection with settle-
ments of purchases and sales of Securities, loans of Securi-
ties, and deliveries and returns of Securities collateral.
securities and moneys deposited in either the Book-Entry
System or the Depository will be represented in accounts
which include only assets held by the Custodian for custo-
mers, including, but not limited to, accounts in which the
Custodian acts in a fiduciary or representative capacity.
prior to the Custodian's accepting, utilizing and acting
with respect to Clearing Member confirmations for options
and transactions in options for a Series as provided in this
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Agreement, the Custodian shall have received a certified
resolution of the Fund's Board of Trustees, substantially in
the form of Exhibit C hereto, approving, authorizing and
instructing the Custodian on a continuous and on-going
basis, until instructed to the contrary by a Certificate
actually received by the Custodian, to accept, utilize and
act in accordance with such confirmations as provided in
this Agreement with respect to such Series.
2. The Custodian shall establish and maintain separate
accounts, in the name of each Series, and shall credit to
the separate account for each Series all moneys received by
it for the account of the Fund with respect to such Series.
Money credited to a separate account for a Series shall be
disbursed by the Custodian only:
(a) As hereinafter provided;
(b) Pursuant to Certificates setting forth the
name and address of the person to whom the payment is to be
made, the Series account from which payment is to be made,
and the purpose for which payment is to be made; or
(c) In payment of the fees and in reimbursement
of the expenses and liabilities of the Custodian attribu-
table to such Series.
3. Promptly after the close of business on each day
the Custodian shall furnish the Fund with confirmations and
a summary, on a per Series basis, of all transfers to or
from the account of the Fund for a Series, either hereunder
or with any co-custodian or sub-custodian appointed in
accordance with this Agreement during said day. Where
Securities are transferred to the account of the Fund for a
Series, the Custodian shall also by book-entry or otherwise
identify as belonging to such Series a quantity of Securi-
ties in a fungible bulk of Securities registered in the name
of the Custodian (or its nominee) or shown on the Custo-
dian's account on the books of the Book-Entry System or the
Depository. At least monthly and from time to time, the
Custodian shall furnish the Fund with a detailed statement,
on a per Series basis, of the Securities and moneys held by
the Custodian for the Fund.
4. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, all Securities held by the
Custodian hereunder, which are issued or issuable only in
bearer form, except such Securities as are held in the
Book-Entry System, shall be held by the Custodian in that
form; all other Securities held hereunder may be registered
in the name of the Fund, in the name of any duly appointed
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registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-
Entry System or the Depository or their successor or succes-
sors, or their nominee or nominees. The Fund agrees to
furnish to the Custodian appropriate instruments to enable
the Custodian to hold or deliver in proper form for trans-
fer, or to register in the name of its registered nominee or
in the name of the Book-Entry System or the Depository any
Securities which it may hold hereunder and which may from
time to time be registered in the name of the Fund. The
Custodian shall hold all such Securities specifically allo-
cated to a Series which are not held in the Book-Entry
System or in the Depository in a separate account in the
name of such Series physically segregated at all times from
those of any other person or persons,
5. Except as otherwise provided in this Agreement
and unless otherwise instructed to the contrary by a Certi-
ficate, the Custodian by itself, or through the use of the
Book-Entry System or the Depository with respect to Securi-
ties held hereunder and therein. deposited, shall with
respect to all Securities held for the Fund hereunder:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount
payable upon such Securities which may be called, but only
if either (i) the Custodian receives a written notice of
such call, or (ii) notice of such call appears in one or
more of the publications listed in Appendix C annexed
hereto, which may be amended at any time by the Custodian
without the prior notification or consent of the Fund;
(c) Present for payment and collect the amount
payable upon all Securities which may mature or be redeemed,
or retired,, or otherwise become payable;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as custodian, any necessary declara-
tions or certificates of ownership under the Federal Income
Tax Laws or the laws or regulations of any other taxing
authority now or hereafter in effect; and
(f) Hold directly? or through the Book-Entry
System or the Depository with respect to Securities therein
deposited, for the account of a Series, all rights and simi-
lar securities issued with respect to any Securities held by
the Custodian for such Series hereunder.
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6 Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authoriza-
tions, and any other instruments whereby the authority of
the Fund as owner of any Securities held by the Custodian
hereunder for the Series specified in such Certificate may
be exercised;
(b) Deliver any Securities held by the Custodian
hereunder for the series specified in such Certificate in
exchange for other Securities or cash issued or paid in con-
nection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corpora-
tion, or the exercise of any conversion privilege and
receive and hold hereunder specifically allocated to such
Series any cash or other Securities received in exchange;
(c) Deliver any Securities held by the Custodian
hereunder for the Series specified in such Certificate to
any protective committee, reorganization committee or other
person in connection with the reorganization, refinancing,
merger, consolidation, recapitalization or sale of assets of
any corporation, and receive and hold hereunder specifically
allocated to such Series such certificates of deposit,
interim receipts or other instruments or documents as may be
issued to it to evidence such delivery;
(d) Make such transfers or exchanges of the
assets of the Series specified in such Certificate, and take
such other steps as shall be stated in such Certificate to
be for the purpose of effectuating any duly authorized plan
of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable upon Securities not described in preceding paragraph
5(b) of this Article which may be called as specified in the
Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain pos-
session of any instrument or certificate representing any
Futures Contract, any Option, or any Futures Contract Option
until after it shall have determined, or shall have received
a Certificate from the Fund stating, that any such instru-
ments or certificates are available. The Fund shall deliver
to the Custodian such a Certificate no later than the busi-
ness day preceding the availability of any such instrument
or certificate. Prior to such availability the Custodian
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shall comply with Section 17f of the investment Company Act
of 1940, as amended, in connection with the purchase, sale,
settlement, closing out or writing of Futures Contracts,
options, or Futures Contract Options by making payments or
deliveries specified in Certificates received by the Custo-
dian in connection with any such purchase, sale, writing,
settlement or closing out upon its receipt from a broker,
dealer, or futures commission merchant of a statement or
confirmation reasonably believed by the Custodian to be in
the form customarily used by brokers, dealers, or future
commission merchants with respect to such Futures Contractst
Options, or Futures Contract Options, as the case may be,
confirming that such Security is held by such broker, dealer
or futures commission merchant in book-entry form or other-
wise, in the name of the Custodian (or any nominee of the
Custodian) as custodian for the Fund. Whenever any such
instruments or certificates are available, the Custodian
shall, notwithstanding any provision in this Agreement to
the contrary, make payment for any Futures Contract, Option,
or Futures Contract option for which such instruments or
such certificates are available only against the delivery to
the Custodian of such instrument or such certificate, and
deliver any Future Contract, option or Futures Contract
option for which such instruments or such instruments or
such certificates are available only against receipt by the
Custodian of payment therefor. Any such instrument or
certificate delivered to the Custodian shall be held by the
Custodian hereunder in accordance with, and subject to, the
provisions of this Agreement,
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
OTHER THAN OPTIONS, FUTURES CONTRACTS AND
FUTURES CONTRACT OPTIONS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of an option, a Futures Con-
tract, or a Futures Contract option, the Fund shall deliver
to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Certifi-
cate, and (ii) with respect to each purchase of Money Market
Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a) the Series to which such Securities are to be speci-
fically allocated; (b) the name of the issuer and the title
of the Securities; (c) the number of shares or the principal
amount purchased and accrued interest, if any; (d) the date
of purchase and settlement; (e) the purchase price per unit;
(f) the total amount payable upon such purchase; (g) the
name of the person from whom or the broker through whom the
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purchase was made, and the name of the clearing broker, if
any; and (h) the name of the broker to whom payment is to be
made. The Custodian shall, upon receipt of Securities pur-
chased by or for the Fund, pay to the broker specified in
the Certificate out of the moneys held for the account of
such Series the total amount payable upon such purchase,
provided that the same conforms to the total amount payable
as set forth in such Certificate, Oral instructions or
Written Instructions.
2. Promptly after each sale of Securities by the
Fund, other than a sale of any option, Futures Contract,
Futures Contract Option, or any Reverse Repurchase Agree-
ment, the Fund shall deliver to the Custodian (i) with
respect to each sale of Securities which are not Money
Market Securities, a Certificatep and (ii) with respect to
each sale of Money Market Securities, a Certificate, Oral
Instructions or Written Instructions, specifying with re-
spect to each such sale: (a) the Series to which such Se-
curities were specifically allocated; (b) the name of the
issuer and the title of the Security; (c) the number of
shares or principal amount sold, and accrued interest, if
any; (d) the date of sale; (e) the sale price per unit; (f)
the total amount payable to the Fund upon such sale; (g) the
name of the broker through whom or the person to whom the
sale was made, and the name of the clearing broker, if any;
and (h) the name of the broker to whom the Securities are to
be delivered. The Custodian shall deliver the Securities
specifically allocated to such Series to the broker speci-
fied in the Certificate upon the total amount payable to the
Fund upon such sale, provided that the same conforms to the
total amount payable as set forth in such Certificate, Oral
instructions or Written Instructions.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the
Series to which such option is specifically allocated; (b)
the type of option (put or call); (c) the name of the issuer
and the title and number of shares subject to such option
orp in the case of a Stock Index option, the stock index to
which such Option relates and the number of Stock index
options purchased (d) the expiration date; (e) the exercise
price; (f) the dates of purchase and settlement (g) the
total amount payable by the Fund in connection with such
purchase; (h) the name of the Clearing Member through whom
such Option was purchased; and (i) the name of the broker to
whom payment is to be made. The Custodian shall pay, upon
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receipt of a Clearing Member's statement confirming the
purchase of such option held by such Clearing Member for the
account of the Custodian (or any duly appointed and regis-
tered nominee of the Custodian) as custodian for the Fund,,
out of moneys held for the account of the Series to which
such Option is to be specifically allocated, the total
amount payable upon such purchase to the Clearing Member
through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any option purchased by
the Fund pursuant to paragraph I hereof, the Fund shall
deliver to the Custodian a Certificate specifying with
respect to each such sale: (a) the Series to which such
option was specifically allocated; (b) the type of option
(put or call) ; (c) the name of the issuer and the title and
number of shares subject to such option or, in the case of a
Stock Index option, the stock index to which such option
relates and the number of Stock Index options sold; (d) the
date of sale; (e) the sale price; (f) the date of settle-
ment; (g) the total amount payable to the Fund upon such
sale; and (h) the name of the Clearing Member through whom
the sale was made. The Custodian shall consent to the
delivery of the option sold by the Clearing Member which
previously supplied the confirmation described in preceding
paragraph 1 of this Article with respect to such Option
against payment to the Custodian of the total amount payable
to the Fund, provided that the same conforms to the total
amount payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any
Call option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certi-
ficate specifying with respect to such Call option: (a) the
Series to which such Call Option was specifically allocated;
(b) the name of the issuer and the title and number of
shares subject to the Call Option; (c) the expiration date;
(d) the date of exercise and settlement; (e) the exercise
price per share; (f) the total amount to be paid by the
Fund upon such exercise; and (g) the name of the Clearing
Member through whom such Call option was exercised. The
Custodian shall, upon receipt of the Securities underlying
the Call option which was exercised pay out of the moneys
held for the account of the Series to which such Call option
was specifically allocated the total amount payable to the
Clearing Member through whom the Call option was exercised,
provided that the same conforms to the total amount payable
as set forth in such Certificate.
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4. Promptly after the exercise by the Fund of any Put
option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Put option: (a) the Series
to which such Put option was specifically allocated; (b) the
name of the issuer and the title and number of shares
subject to the Put option; (c) the expiration date; (d) the
date of exercise and settlement; (e) the exercise price per
share; (f) the total amount to be paid to the Fund upon such
exercise; and (g) the name of the Clearing Member through
whom such Put Option was exercised. The Custodian shall,
upon receipt of the amount payable upon the exercise of the
Put option, deliver or direct the Depository to deliver the
Securties specifically allocated to such Series, provided
the same conforms to the amount payable to the Fund as set
forth in such Certificate.
5. Promptly after the exercise by the Fund of any
Stock Index option purchased by the Fund pursuant to para-
graph 1 hereof, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Stock Index
option: (a) the Series to which such Stock index option was
specifically allocated; (b) the type of Stock index option
(put or call); (c) the number of options being exercised;
(d) the stock index to which such option relates; (e) the
expiration date; (f) the exercise price; (g) the total
amount to be received by the Fund in connection with such
exercise; and (h) the Clearing Member from whom such payment
is to be received.
6. Whenever the Fund writes a Covered Call Option,
the Fund shall promptly deliver to the Custodian a Certi-
ficate specifying with respect to such Covered Call Option:
(a) the Series for which such Covered Call option was
written; (b) the name of the issuer and the title and number
of shares for which the Covered Call Option was written and
which underlie the same; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the
Fund; (f) the date such Covered Call Option was written; and
(g) the name of the Clearing Member through whom the premium
is to be received. The Custodian shall deliver or cause to
be delivered, in exchange for receipt of the premium speci-
fied in the Certificate with respect to such Covered Call
option, such receipts as are required in accordance with the
customs prevailing among Clearing Members dealing in Covered
Call options and shall impose, or direct the Depository to
impose,upon the underlying Securities specified in the Cer-
tificate specifically allocated to such Series such restric-
tions as may be required by such receipts. Notwithstanding
the foregoing the Custodian has the right, upon prior
written notification to the Fund, at any time to refuse to
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issue any receipts for Securities in the possession of the
Custodian and not deposited with the Depository underlying a
Covered Call option.
7. Whenever a Covered Call option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian
a Certificate instructing the Custodian to deliver, or to
direct the Depository to deliver, the Securities subject to
such Covered Call Option and specifying: (a) the Series for
which such Covered Call option was written; (b) the name of
the issuer and the title and number of shares subject to the
Covered Call option; (c) the Clearing Member to whom the
underlying Securities are to be delivered; and (d) the total
amount payable to the Fund upon such delivery. Upon the
return and/or cancellation of any receipts delivered pursu-
ant to paragraph 6 of this Article,, the Custodian shall
deliver, or direct the Depository to deliver, the underlying
Securities as specified in the Certificate for the amount to
be received as set forth in such Certificate.
8. Whenever the Fund writer; a Put option, the Fund
shall promptly deliver to the Custodian a Certificate speci-
fying with respect to such Put option: (a) the Series for
which such Put option was written; (b) the name of the
issuer and the title and number of shares for which the Put
option is written and which underlie the same; (c) the
expiration date; (d) the exercise price; (e) the premium to
be received by the Fund; (f) the date such Put Option is
written; (g) the name of the Clearing Member through whom
the premium is to be received and to whom a Put Option
guarantee letter is to be delivered; (h) the amount of cash,
and/or the amount and kind of Securities, if any, speci-
fically allocated to such Series to be deposited in the
Senior Security Account for such Series; and (i) the amount
of cash and/or the amount and kind of Securities
specifically allocated to such Series to be deposited into
the Collateral Account for such Series. The Custodian
shall, after making the deposits into the Collateral Account
specified in the Certificate, issue a Put option guarantee
letter substantially in the form utilized by the Custodian
on the date hereof, and deliver the same to the Clearing
Member specified in the Certificate against receipt of the
premium specified in said Certificate. Notwithstanding the
foregoing the Custodian shall be under no obligation to
issue any Put option guarantee letter or similar document if
it is unable to make any of the representations contained
therein.
9. Whenever a Put option written by the Fund and
described in the preceding paragraph is exercised, the
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15
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the Series to which such put Option was
written; (b) the name of the issuer and title and number of
shares subject to the Put Option; (c) the Clearing Member
from whom the underlying Securities are to be received; (d)
the total amount payable by the Fund upon such delivery; (e)
the amount of cash and/or the amount and kind of Securities
specifically allocated to such Series to be withdrawn from
the Collateral Account for such Series and (f) the amount of
cash and/or the amount and kind of Securities, specifically
allocated to such Series, if any, to be withdrawn from the
Senior Security Account. Upon the return and/or cancella-
tion of any Put Option guarantee letter or similar document
issued by the Custodian in connection with such Put Option,
the Custodian shall pay out of the moneys held for the
account of the Series to which such Put option was specific-
ally allocated the total amount payable to the Clearing
Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in
such Certificate.
10. Whenever the Fund writes a Stock index option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index option: (a) the
Series for which such Stock index option was written; (b)
whether such Stock index option is a put or a call; (c) the
number of options written; (d) the stock index to which such
option relates; (e) the expiration date; (f) the exercise
price; (g) the Clearing Member through whom such option was
written; (h) the premium to be received by the Fund; (i) the
amount of cash and/or the amount and kind of Securities, if
any, specifically allocated to such Series to be deposited
in the Senior Security Account for such Series; (j) the
amount of cash and/or the amount and kind of Securities, if
any, specifically allocated to such Series to be deposited
in the Collateral Account for such Series; and (k) the
amount of cash and/or the amount and kind of Securities, if
any, specifically allocated to such Series to be deposited
in a Margin Account, and the name in which such account is
to be or has been established. The Custodian shall, upon
receipt of the premium specified in the Certificate,make
the deposits, if any, into the Senior Security Account
specified in the Certificate, and either (1) deliver such
receipts, if any, which the Custodian has specifically
agreed to issue, which are in accordance with the customs
prevailing among Clearing Members in Stock index options and
make the deposits into the Collateral Account specified in
the Certificate, or (2) make the deposits into the Margin
Account specified in the Certificate.
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16
11. Whenever a Stock index option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian
a Certificate specifying with respect to such Stock Index
option: (a) the Series for which such Stock Index option was
written; (b) such information as may be necessary to identi-
fy the Stock Index option being exercised; (c) the Clearing
Member through whom such Stock Index option is being exer-
cised; (d) the total amount payable upon such exercise, and
whether such amount is to be paid by or to the Fund; (e) the
amount of cash and/or amount and kind of Securites, if any,
to be withdrawn from the margin Account; and (f) the amount
of cash and/or amount and kind of Securities, if any, to be
withdrawn from the Senior Security Account for such Series;
and the amount of cash and/or the amount and kind of Securi-
ties, if any, to be withdrawn from the Collateral Account
for such Series. Upon the return and/or cancellation of the
receipt, if any, delivered pursuant to the preceding para-
graph of this Article, the Custodian shall pay out of the
moneys held for the account of the Series to which such
Stock Index option was specifically allocated to the Clear-
ing Member specified in the Certificate the total amount
payable, if any, as specified therein.
12. Whenever the Fund purchases any option identical
to a previously written option described in paragraphs, 6, 8
or 10 of this Article in a transaction expressly designated
as a "Closing Purchase Transaction" in order to liquidate
its position as a writer of an option, the Fund shall
promptly deliver to the Custodian a Certificate specifying
with respect to the option being purchased: (a) that the
transaction is a Closing Purchase Transaction; (b) the
Series for which the Option was written; (c) the name of the
issuer and the title and number of shares subject to the
option, or,in the case of a Stock Index Option, the stock
index to which such option relates and the number of options
held; (d) the exercise price; (e) the premium to be paid by
the Account; (f) the expiration date; (g) the type of option
(put or call) (h) the date of such purchase; (i) the name of
the Clearing Member to whom the premium is to be paid; and
(j) the amount of cash and/or the amount and kind of Securi-
ties, if any, to be withdrawn from the Collateral Account, a
specified Margin Account, or the Senior Security Account for
such Series. Upon the Custodian's payment of the premium
and the return and/or cancellation of any receipt issued
pursuant to paragraphs 6, 8 or 10 of this Article with
respect to the option being liquidated through the Closing
Purchase Transaction, the Custodian shall removal, or direct
the Depository to remove, the previously imposed restric-
tions on the Securities underlying the Call Option.
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17
13. Upon the expiration of exercise, or consummation
of a Closing Transaction with respect to, any Option pur-
chased or written by the Fund and described in this Article,
the Custodian shall delete such option from the statements
delivered to the Fund pursuant to paragraph 3 Article III
herein, and upon the return and/or cancellation of any
receipts issued by the Custodian, shall make such
withdrawals from the Collateral Account, and the Margin
Account and/or the Senior Security Account as may be speci-
fied in a Certificate received in connection with such
expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certifi-
cate specifying with respect to such Futures Contract, (or
with respect to any number of identical Futures Con-
tract(s)): (a) the Series for which the Futures Contract is
being entered; (b) the category of Futures Contract (the
name of the underlying stock index or financial instrument);
(c) the number of indentical Futures Contracts entered into;
(d) the delivery or settlement date of the Futures Con-
tract(s); (e) the date the Futures Contract(s) was (were)
entered into and the maturity date; (f) whether the Fund is
buying (going long) or selling (going short) on such Futures
Contract(s); (g) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited by the Custodian
in a Margin Account with respect to such Futures Contract
and the name in which such Margin Account has been, or is to
be, established; (h) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in the
Senior Security Account for such Series; (i) the name of the
broker, dealer, or futures commission merchant through whom
the Futures Contract was entered into; and (j) the amount of
fee or commission, if any, to be paid and the name of the
broker, dealer, or futures commission merchant to whom such
amount is to be paid. The Custodian shall upon receipt of
such broker's, dealer's, or futures commission merchant's,
statement confirming the purchase (creation of a long posi-
tion) or sale (creation of a short position) of a Futures
Contract(s) which is (are) held by such broker, dealer, or
futures commission merchant in the name of the Custodian (or
of any duly appointed and registered nominee of the Custo-
xxxx) as custodian for the Fund, make payment out of the
moneys specifically allocated to such Series of the fee or
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18
commission, if any, specified in the Certificate and deposit
in such Margin Account and/or in the Senior Security Account
for such Series the amount of cash and/or the amount and
kind of Securities specified in said Certificate.
2. (a) Whenever the Fund shall be required to make
any variation margin payment or similar payment to a broker,
dealer, or futures commission merchant with respect to an
outstanding Futures Contract, it shall deliver to the Custo-
xxxx a Certificate specifying: (a) the Series for which such
payment is to be made; (b) such information as may be neces-
sary to identify the Futures Contract to which such payment
relates; (c) the amount of cash and/or the amount and kind
of Securities to be paid or delivered and the date on which
such payment or delivery is to be made; and (d) the name of
the broker, dealer, or futures commission merchant to whom
such payment or delivery is to be made. The Custodian shall
in accordance with the Certificate make the payments and
deliveries out of the money and Securities specifically
allocated to such Series.
(b) Whenever the Fund shall be entitled to
receive a variation margin payment or similar payment from a
broker, dealer, or futures commission merchant with respect
to an outstanding Futures Contracts, the Fund shall deliver
to the Custodian a Certificate specifying: (a) the Series
for which such payment is to be received; (b) the amount of
cash and/or the amount and kind of Securities to be paid, or
delivered, to the Fund in the date of such payment or
delivery; and (c) the name of the broker, dealer, or futures
commission merchant who shall make such payment and or
delivery. The Custodian shall accept the money and/or
Securities delivered by such broker, dealer, or futures
commission merchant and specifically allocate the same to
the Series specified in the Certificate, provided that such
payment or delivery conforms to such Certificate.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or set-
tlement is made on such Futures Contracts, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the
Futures Contract and the Series to which the same relates;
(b) with respect to a Stock Index Futures Contract, the
total cash settlement amount to be paid or received, and
with respect to a Financial Futures Contract, the Securities
and/or amount of cash to be delivered or received; (c) the
broker, dealer, or futures commission merchant to or from
whom payment or delivery is to be made or received; and (d)
the amount of cash and/or Securities to be withdrawn from
the related margin Account and/or the Senior Security
Account for such Series. Upon the receipt of a broker's,
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dealer's, or futures commission merchants statement or con-
firmation reasonably believed by the Custodian to be in the
form customarily used by brokers, dealers and futures com-
mission merchants confirming that the Futures Contract is
being settled and that the Fund's position in such Futures
Contract is thereby terminated, the Custodian shall make the
payment or delivery specified in the Certificateg and delete
such Futures Contract from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures Con-
tract to offset a Futures Contract held by the Custodian
hereunder the Fund shall deliver to the Custodian a Certi-
ficate specifying: (a) the items of information required in
a Certificate described in paragraph I of this Article and
(b) the Futures Contract being offset. The Custodian shall,
upon receipt of a broker's, dealer's, or futures commission
merchant's statement or confirmation reasonably believed by
the Custodian to be in the form customarily used by brokers,
dealers and futures commission merchants confirming the off-
setting transaction, make payment out of the money specific-
ally allocated to such Seris of the fee or commission if
any, specified in the Certificate and delete the Futures
Contract being offset from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein, and make
such withdrawals from the Senior Security Account for such
Series and/or the Margin Account as may be specified in such
Certificate.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract
Option by the Fund, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to such
Futures Contract Option: (a) the Series to which such option
is specifically allocated; (b) the type of Futures Contract
option (put or call); (c) the type of Futures Contract and
such other information as may be necessary to identify the
Futures Contract underlying the Futures Contract option pur-
chased; (d) the expiration date; (e) the exercise price; (f)
the dates of purchase and settlement; (g) the amount of
premium to be paid by the Fund upon such purchase; (h) the
name of the broker or futures commission merchant through
whom such option was purchased; and (i) the name of the
broker, or futures commission merchant to whom payment is
to be made. The Custodian shall pays, upon receipt of a
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20
broker's or futures commission merchant's statement confirm-
ing the purchase of such Futures Contract option which is
held by such broker or futures commission merchant in the
name of the Custodian (or any duly appointed and registered
nominee of the Custodian) as custodian for the Fund, out of
the moneys specifically allocated to such Series the total
amount to be paid upon such purchase to the broker or
futures commissions merchant through whom the purchase was
made, provided that the same conforms to the amount set
forth in such Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall promptly deliver to the Custodian a Certifi-
cate specifying with respect to each such sale: (a) Series
to which such Futures Contract Option was specifically
allocated; (b) the type of Future Contract Option (put or
call); (c) the type of Futures Contract and such other
information as may be necessary to identify the Futures Con-
tract underlying the Futures Contract option; (d) the date
of sale; (e) the sale price; (f) the date of settlement; (g)
the total amount payable to the Fund upon such sale; and (h)
the name of the broker of futures commission merchant
through whom the sale was made. The Custodian shall consent
to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract option purchased by the
Fund pursuant to paragraph 1 is exercised by the Fund, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the Series to which such Futures Contract
option was specifically allocated; (b) the particular
Futures Contract option (put or call) being exercised; (c)
the type of Futures Contract underlying the Futures Contract
option; (d) the date of exercise; (e) the name of the broker
or futures commission merchant through whom the Futures
Contract Option is exercised; (f) the net total amount if
any, payable by the Fund; (g) the amount, if any, to be
received by the Fund; (h) the amount of cash and/or the
amount and kind of Securities to be deposited in a Margin
Account, and the name in which such Margin Account is to be
or has been established; and (i) the amount of cash and/or
the amount and kind of Securities to be deposited in the
Senior Security Account for such Series. The Custodian
shall, upon its receipt from such broker or futures commis-
sion merchant of a statement confirming that the underlying
Futures Contract is held by such broker or futures commis-
sion merchant in the name of the Custodian (or any nominee
of the Custodian) as custodian for the Fund and its receipt
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21
of the net total amount payable to the Fund, if any, speci-
fied in the Certificate, make out of the moneys and Securi-
ties specifically allocated to such Series the payments, if
any, and the deposits, if any, into the Margin Account and
the Senior Security Account as specified in the Certifi-
cate.
4. Whenever the Fund writes a Futures Contract
option, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
option: (a) the Series for which such Futures Contract
Option was written; (b) the type of Futures Contract Option
(put or call); (c) the type of Futures Contract and such
other information as may be necessary to identify the
Futures Contract underlying the Futures Contract option; (d)
the expiration date; (e) the exercise price; (f) the premium
to be received by the Fund; (g) the name of the broker or
futures commission merchant through whom the premium is to
be received; (h) if the Futures Contract Option is a put,
the amount of cash and/or the amount and kind of Securities,
if any, to be deposited by the Custodian in a Margin Account
relating to such Futures Contract Option, and the name in
which such Margin Account is to be, or has been established;
and (i) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Senior Security
Account for such Series. The Custodian shall, upon receipt
of the premium specified in the Certificate make out of the
moneys and Securities specifically allocated to such Series
the deposits into the Margin Account and/or into the Senior
Security Account, as specified in the Certificate.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the
Series to which such Futures Contract Option was specific-
ally allocated; (b) the particular Futures Contract Option
exercised; (c) the type of Futures Contract underlying the
Futures Contract option; (d) the name of the broker or
futures commission merchant through whom such Futures Con-
tract option was exercised; (e) the net total amount, if
any, payable to the Fund upon such exercise; (f) the net
total amount, if any, payable by the Fund upon such exer-
cise; (g) the amount of cash and/or amount and kind of
Securities to be deposited in a Margin Account, and the name
in which such account is to be or has been established; and
(h) the amount of cash and/or the amount and kind of
Securities to be deposited in the Senior Security Account
for such Series. The Custodian shall, upon its receipt of
the net total amount payable to the Fund, if any, specified
in such Certificate, and its receipt from such broker or
futures commission merchant of a statement confirming that
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22
the underlying Futures Contract is held by such broker or
futures commission merchant in the name of the Custodian (or
any nominee of the Custodian) as custodian for the Fund,
make the payments, if any, and the deposits, if any, into
the Margin Account and/or the Senior Security Account as
specified in the Certificate.
6. Whenever a Futures Contract Option which is written
by the Fund and which is a put is exercised, the Fund shall
promptly deliver to the Custodian a Certificate specifying:
(a) the Series to which such option was specifically allo-
cated; (b) the particular Futures Contract Option exercised;
(c) the type of Futures Contract underlying such Futures
Contract Option; (d) the name of the broker or futures com-
mission merchant through whom such Futures Contract Option
is exercised; (e) the net total amount, if any, payable to
the Fund upon such exercise; (f) the net total amount, if
any, payable by the Fund upon such exercise; and (g) the
amount and kind of Securities and/or cash to be withdrawn
from or deposited in, the Senior Security Account for such
Series, if any, and/or the related Margin Account, if any
The Custodian shall, upon its receipt of a broker's or
futures commission merchant's statement confirming that the
Futures Contract specified in the Certificate is held by
such broker or future commission merchant in the name of the
Custodian (or any nominee of the Custodian) as custodian for
the Fund, and upon its receipt of the net total amount pay-
able to the Fund, if any, specified in the Certificate, make
out of the moneys and Securities specifically allocated to
such Series, the payments, if any, and the deposits, if any,
into the margin Account and/or the Senior Security Account
as specified in the Certificate.
7. Whenever the Fund purchases any Futures Contract
option identical to a previously written Futures Contract
option described in this Article in order to liquidate its
position as a writer of such Futures Contract Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to the Futures Contract option being
purchased: (a) the Series to which such option is speci-
fically allocated; (b) that the transaction is a closing
transaction; (c) the type of Future Contract and such other
information as may be necessary to identify the Futures
Contract underlying the Futures option Contract; (d) the
exercise price; (e) the premium to be paid by the Fund; (f)
the expiration date; (g) the name of the broker or futures
commission merchant to whom the premium is to be paid; and
(h) the amount of cash and/or the amount and kind of Securi-
ties, if any, to be withdrawn from the related Margin
Account and/or the Senior Security Account for such Series.
The Custodian shall upon receipt of a brokerts or futures
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23
commission merchant's statement confirming the liquidation
of the Fund's position as the writer of such Futures Con-
tract option, make the payments and effect the withdrawals
from the related Margin Account and/or the Senior Security
Account specified in the Certificate.
S. Upon the expiration, exercise, or consummation of a
closing transaction with respect too, any Futures Contract
Option written or purchased by the Fund and described in
this Article, the Custodian shall (a) delete such Futures
Contract Option from the statements delivered to the Fund
pursuant to paragraph 3 of Article III herein and, (b) make
such withdrawals from and/or in the case of an exercise such
deposits into the Margin Account and/or the Senior Security
Account as may be specified in a Certificate.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract option described in this
Article shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sales by any Series of
the Fund, the Fund shall promptly deliver to the Custodian a
Certificate specifying: (a) the Series for which such short
sale was made; (b) the name of the issuer and the title of
the Security; (c) the number of shares or principal amount
sold, and accrued interest or dividends, if any; (d) the
dates of the sale and settlement; (e) the sale price per
unit; (f) the total amount credited to the Fund upon such
sale, if any, (g) the amount of cash and/or the amount and
kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such margin Account has
been or is to be established; (h) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited
in a Senior Security Account, and (i) the name of the broker
through whom such short sale was made. The Custodian shall
upon its receipt of a statement from such broker confirming
such sale and that the total amount credited to the Fund
upon such sale, if any, as specified in the Certificate is
held by such broker for the account of the Custodian (or any
nominee of the Custodian) as custodian of the Fund, issue a
receipt or make the deposits into the Margin Account and the
Senior Security Account specified in the Certificate.
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24
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-
out: (a) the Series for which such transaction is being
made; (b) the name of the issuer and the title of the
Security; (c) the number of shares or the principal amount,
and accrued interest or dividends, if any, required to
effect such closing-out to be delivered to the broker; (d)
the dates of closing-out and settlement; (e) the purchase
price per unit; (f) the net total amount payable to the Fund
upon such closing-out; (g) the net total amount payable to
the broker upon such closing-out; (h) the amount of cash and
the amount and kind of Securities to be withdrawn, if any,
from the Margin Account; (i) the amount of cash and/or the
amount and kind of Securities, if any, to be withdrawn from
the Senior Security Account; and (j) the name of the broker
through whom the Fund is effecting such closing-out. The
Custodian shall, upon receipt of the net total amount pay-
able to the Fund upon such closing-out, and the return and/
or cancellation of the receipts, if any, issued by the
Custodian with respect to the short sale being closed-out,
pay out of the moneys held for the account of the Fund to
the broker the net total amount payable to the broker, and
make the withdrawals from the Margin Account and the Senior
Security Account, as the same are specified in the Certifi-
cate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters a Reverse Repur-
chase Agreement with respect to Securities and money held by
the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate or in the event such Reverse Repur-
chase Agreement is a Money Market Security, a Certificate,
oral Instructions or Written instructions specifying: (a)
the Series for which the Reverse Repurchase Agreement is
entered; (b) the total amount payable to the Fund in connec-
tion with such Reverse Repurchase Agreement and specifically
allocated to such Series; (c) the broker or dealer through
or with whom the Reverse Repurchase Agreement is entered;
(d) the amount and kind of Securities to be delivered by the
Fund to such broker or dealer; (e) the date of such Reverse
Repurchase Agreement; and (f) the amount of cash and/or the
amount and kind of Securities, if any, specifically allo-
cated to such Series to be deposited in a Senior Security
Account for such Series in connection with such Reverse
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25
Repurchase Agreement. The Custodian shall, upon receipt of
the total amount payable to the Fund specified in the Certi-
ficate, Oral Instructions, or Written Instructions make the
delivery to the broker or dealer, and the deposits, if any,
to the Senior Security Accounts, specified in such Certifi-
cate, Oral Instructions, or written Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in preceding paragraph 1 of this Arti-
cle, the Fund shall promptly deliver a Certificate or, in
the event such Reverse Repurchase Agreement is a Money
Market Security, a Certificate, Oral Instructions or
Written Instructions to the Custodian specifying: (a) the
Reverse Repurchase Agreement being terminated and the Series
for which same was entered; (b) the total amount payable by
the Fund in connection with such termination; (c) the amount
and kind of Securities to be received by the Fund and
specifically allocated to such Series in connection with
such termination; (d) the date of termination; (e) the name
of the broker or dealer with or through whom the Reverse
Repurchase Agreement is to be terminated; and (f) the amount
of cash and/or the amount and kind of Securities to be with-
drawn from the Senior Securities Account for such Series.
The Custodian shall, upon receipt of the amount and kind of
Securities to be received by the Fund specified in the
Certificate, Oral Instructions, or Written Instructions,
make the payment to the broker or dealer, and the with-
drawals, if any, from the Senior Security Account, specified
in such Certificate; Oral Instructions, or Written Instruc-
tions.
ARTICLE X
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. Promptly after each loan of portfolio Securities
specifically allocated to a Series held by the Custodian
hereunder, the Fund shall deliver or cause to be delivered
to the Custodian a Certificate specifying with respect to
each such loan: (a) the Series to which the loaned Securi-
ties are specifically allocated; (b) the name of the issuer
and the title of the Securities, (c) the number of shares or
the principal amount loaned, (d) the date of loan and
delivery, (e) the total amount to be delivered to the Cus-
todian against the loan of the Securities, including the
amount of cash collateral and the premium, if any, separate-
ly identified, and (f) the name of the broker, dealer, or
financial institution to which the loan was, made. The
Custodian shall deliver the Securities thus designated to
the broker, dealer or financial institution to which the
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26
loan was made upon receipt of the total amount designated as
to be delivered against the loan of Securities. The
Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository
only in the form of a certified or bank cashier's check pay-
able to the order of the Fund or the Custodian drawn on New
York Clearing House funds and may deliver Securities in
accordance with the customs prevailing among dealers in
securities.
2. Promptly after each termination of the loan of
Securities by the Fund,, the Fund shall deliver or cause to
be delivered to the Custodian a Certificate specifying with
respect to each such loan termination and return of Securi-
ties: (a) the Series to which the loaned Securities are
specifically allocated; (b) the name of the issuer and the
title of the Securities to be returned, (c) the number of
shares or the principal amount to be returned, (d) the date
of termination, (e) the total amount to be delivered by the
Custodian (including the cash collateral for such Securities
minus any offsetting credits as described in said Certifi-
cate), and (f) the name of the broker, dealer, or financial
institution from which the Securities will be returned. The
Custodian shall receive all Securities returned from the
broker, dealer, or financial institution to which such
Securities were loaned and upon receipt thereof shall pay,
out of the moneys held for the account of the Fund, the
total amount payable upon such return of Securities as set
forth in the Certificate.
ARTICLE XI
CONCERNING MARGIN ACCOUNTS SENIOR SECURITY
ACCOUNTS, AND COLLATERAL ACCOUNTS
1. The Custodian shall from time to time, make such
additional deposits to, or withdrawals from, a Senior
Security Account as specified in a Certificate received by
the Custodian. Such Certificate shall specify the Series
for which such deposit or withdrawal is to be made, and the
amount of cash and/or the amount and kind of Securities
specifically allocated to such Series to be deposited in, or
withdrawn from, such Senior Security Account for such
Series, in the event that the Fund fails to specify in a
Certificate the Series, the name of the issuer, the title
and the number of shares or the principal amount of any par-
ticular Securities to be deposited by the Custodian into, or
withdrawn from, a Senior Securities Account, the Custodian
shall be under no obligation to make any such deposit or
withdrawal and shall so notify the Fund.
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27
2. The Custodian shall make deliveries or payments
from a Margin Account to the broker, dealer, futures commis-
sion merchant or Clearing Member in whose name, or for whose
benefit, the account was established only upon the receipt
of a certification believed by the Custodian to be signed by
an officer, director, or employee of such broker, dealers,
futures commission merchant, or Clearing member stating that
all conditions precedent to its right under its agreement
with the Fund to direct disposition of the assets held
therein have been satisfied and specifying the amount of
money and/or the amount and kind of Securities to be paid or
delivered to such broker, dealer, futures commission mer-
chant, or Clearing Member and the date of such payment.
After receipt of such a certification, the Custodian shall
orally so advise an officer or Authorized Person of such
receipt, and make the payments and/or deliveries to the
broker, dealer, futures commission merchant, or Clearing
Member therein specified, provided, however that payments
and/or deliveries pursuant to such a certification may be
delayed until the business day next succeeding the
Custodian's receipt of such certification.
Except as otherwise expressly provided herein above,
the Custodian shall be under no duty or obligation to act in
accordance with or with respect to any Certificate, or with
any other order, direction or request of the Fund, in what-
ever form, with respect to any cash or Securities deposited
in any Margin Accounts, including, without limitation, any
Certificate, order, direction, or request to pay, deliver,
transfer or withdraw any such cash or Securities unless such
order, direction, or request is contained in a Certificate
believed by the Custodian to bear the signed consent thereto
of an officer, director or employee of the broker, dealer,
futures commission merchant or Clearing Member in whose
name, or for whose benefit, the Margin Account was estab-
lished.
3. Unless otherwise instructed by a Certificate,
amounts received by the Custodian as payments or distribu-
tions with respect to Securities deposited in any Margin
Account shall be held by the Custodian hereunder and neither
credited tot nor deposited in, such Margin Account.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by
the Custodian in any Collateral Account described herein.
In accordance with applicable law the Custodian may enforce
its lien and realize on any such property whenever the
Custodian has made payment or delivery pursuant to any Put
option guarantee letter or similar document or any receipt
27
28
issued hereunder by the Custodian. In the event the Custo-
xxxx should realize on any such property net proceeds which
are less than the Custodian's obligations under any Put
option guarantee letter or similar document or any receipt,
such deficiency shall be a debt owed the Custodian by the
Fund within the scope of Article XIV herein.
5. In the event the Fund furnishes the Custodian with
an order of exemption under the Investment Company Act of
1940, as amended, permitting the Fund to establish with
brokers and/or futures commission merchants accounts (here-
inafter "Exempt Accounts") intended to replace any Margin
Account, then, notwithstanding any other provisions con-
tained herein, the Fund may substitute an instruction to
deliver Securities and/or money to a broker or futures com-
mission merchant for deposit into an Exempt Account for an
instruction to deposit Securities and/or money into a Margin
Account. The Custodian shall be under no duty or obligation
with respect to any Securities and/or money so delivered for
deposit into an Exempt Account, including any obligation to
provide the Fund with any statements with respect to any
Exempt Account, nor shall the Custodian have any duty or
obligation with respect to the operation or terms of the
Exempt Account, the timely return of any such Securities or
money delivered for deposit therein, or the payment by such
broker or futures commission merchant of amounts to be paid
to the Fund with respect to such account. The Custodian
shall accept from any such broker and/or futures commission
merchant any Securities and/or moneys purportedly paid out
of, or distributed with respect to, any Exempt Account, when
so instructed in a Certificate specifying the Series to
which the same is specifically allocated.
6. Promptly after the close of business on each busi-
ness day the Custodian shall furnish the Fund with a state-
ment with respect to each margin Account in which money or
Securities are held specifying: (a) the name of the Margin
Account; (b) the amount and kind of Securities held therein;
and (c) the amount of money held therein. The Custodian
shall make available upon request to any broker, dealer, or
futures commission merchant specified in the name of a
Margin Account a copy of the statement furnished the Fund
with respect to such Margin Account.
7. Promptly after the close of business on each busi-
ness day in which cash and/or Securities are maintained in
a Collateral Account for any Series, the Custodian shall
furnish the Fund with a Statement with respect to such Col-
lateral Account specifying the amount of cash and/or the
amount and kind of Securities held therein. No later than
the close of business next succeeding the delivery to the
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29
Fund of such statement, the Fund shall furnish to the
Custodian a Certificate or Written instructions specifying
the then market value of the Securities described in such
statement. In the event such then market value is indicated
to be less than the Custodian's obligation with respect to
any outstanding Put Option guarantee letter or similar docu-
ment, the Fund shall promptly specify in a Certificate the
additional cash and/or Securities to be deposited in such
Collateral Account to eliminate such deficiency.
ARTICLE XII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Board of Trustees of the Fund, certi-
fied by the Secretary, the Clerk, any Assistant Secretary or
any Assistant Clerk, either (i) setting forth with respect
to the Series specified therein the date of the declaration
of a dividend or distribution, the date of payment thereof,
the record date as of which shareholders entitled to payment
shall be determined, the amount payable per Share of such
Series to the shareholders of record as of that date and the
total amount payable to the Dividend Agent and any sub-
dividend agent or co-dividend agent of the Fund on the pay-
ment date, or (ii) authorizing with respect to the Series
specified therein the declaration of dividends and distribu-
tions on a daily basis and authorizing the Custodian to rely
on oral Instructions, Written Instructions or a Certificate
setting forth the date of the declaration of such dividend
or distribution, the date of payment thereof, the record
date as of which shareholders entitled to payment shall be
determined, the amount payable per Share of such Series to
the shareholders of record as of that date and the total
amount payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such resolu-
tion, oral instructions, written instructions or Certifi-
cate, as the case may be, the Custodian shall pay out of the
moneys held for the account of each Series the total amount
payable to the Dividend Agent, and any sub-dividend agent or
co-dividend agent of the Fund with respect to such Series.
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30
ARTICLE XIII
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any Shares, it shall
deliver to the Custodian a Certificate duly specifying:
(a) The Series, the number of Shares sold, trade
date, and price; and
(b) The amount of money to be received by the
Custodian for the sale of such Shares and specifically allo-
cated to the seperate account in the name of such Series.
2. Upon receipt of such money from the Transfer
Agent, the Custodian shall credit such money to the separate
account in the name of the Series for which such money was
received.
3. upon issuance of any Shares of any Series des-
cribed in the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account
of such Series, all original issue or other taxes required
to be paid by the Fund in connection with such issuance upon
the receipt of a Certificate specifying the amount to be
paid.
4. Except as provided hereinafter, whenever the Fund
desires the Custodian to make payment out of the money held
by the Custodian hereunder in connection with a redemption
of any Shares, it shall furnish to the Custodian a
Certificate specifying:
(a) The number and Series of Shares redeemed; and
(b) The amount to be paid for such Shares.
5. Upon receipt from the Transfer Agent of an advice
setting forth the Series and number of Shares received by
the Transfer Agent for redemption and that such Shares are
in good form for redemption, the Custodian shall make pay-
ment to the Transfer Agent out of the moneys held in the
separate account in the name of the Series the total amount
specified in the Certificate issued pursuant to the fore-
going paragraph 4 of this Article.
6, Notwithstanding the above provisions regarding the
redemption of any Shares, whenever any Shares are redeemed
pursuant to any check redemption privilege which may from
time to time be offered by the Funds, the Custodian, unless
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31
otherwise instructed by a Certificates, shall, upon receipt
of an advice from the Fund or its agent setting forth that
the redemption is in good form for redemption in accordance
with the check redemption procedure honor the check pre-
sented as part of such check redemption privilege out of the
moneys held in the separate account of the Series of the
Shares being redeemed.
ARTICLE XIV
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of any Series which results in an
overdraft because the moneys held by the Custodian in the
separate account for such Series shall be insufficient to
pay the total amount payable upon a purchase of Securities
specifically allocated to such Series, as set forth in a
Certificate, oral instructions, or Written Instructions or
which results in an overdraft in the separate account of
such Series for some other reason, or if the Fund is for
any other reason indebted to the Custodian with respect to a
Series (except a borrowing for investment or for temporary
or emergency purposes using Securities as collateral pursu-
ant to a separate agreement and subject to the provisions of
paragraph 2 of this Article) such overdraft or indebtedness
shall be deemed to be a loan made by the Custodian to the
Fund for such Series payable on demand and shall bear
interest from the date incurred at a rate per annum (based
on a 360-day year for the actual number of days involved)
equal to 1/2% over Custodian's prime commercial lending rate
in effect from time to times such rate to be adjusted on the
effective date of any change in such prime commercial
lending rate but in no event to be less than 6% per annum.
In addition, the Fund hereby agrees that the Custodian shall
have a continuing lien and security interest in and to any
property specifically allocated to such Series at any time
held by it for the benefit of such Series or in which the
Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any
third party acting in the Custodian's behalf. The Fund
authorizes the Custodian, in its sole discretion at any
time to charge any such overdraft or indebtedness together
with interest due thereon against any balance of account
standing to such Series' credit on the Custodian's books.
2. The Fund will cause to be delivered to the
Custodian by any bank (including, if the borrowing is pur-
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32
suant to a separate agreement, the Custodian) from which it
borrows money for investment or for temporary or emergency
purposes using Securities held by the Custodian hereunder as
collateral for such borrowings, a notice or undertaking in
the form currently employed by any such bank setting forth
the amount which such bank will loan to the Fund against
delivery of a stated amount of collateral. The Fund shall
promptly deliver to the Custodian a Certificate specifying
with respect to each such borrowing: (a) the Series to which
such borrowing relates; (b) the name of the bank, (c) the
amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly
endorsed by the Fund, or other loan agreement, (d) the time
and date, if known, on which the loan is to be entered into,
(e) the date on which the loan becomes due and payable, (f)
the total amount payable to the Fund on the borrowing date,
(g) the market value of Securities to be delivered as col-
lateral for such loan, including the name of the issuer, the
title and the number of shares or the principal amount of
any particular Securities, and (h) a statement specifying
whether such loan is for investment purposes or for tempor-
ary or emergency purposes and that such loan is in confor-
xxxxx with the investment Company Act of 1940 and the Fund's
prospectus. The Custodian shall deliver on the borrowing'
date specified in a Certificate the specified collateral and
the executed promissory note, if any, against delivery by
the lending bank of the total amount of the loan payable,
provided that the same conforms to the total amount payable
as set forth in the Certificate. The Custodian may, at the
option of the lending bank, keep such collateral in its pos-
session, but such collateral shall be subject to all rights
therein given the lending bank by virtue of any promissory
note or loan agreement. The Custodian shall deliver such
Securities as additional collateral as may be specified in a
Certificate to collateralize further any transaction des-
cribed in this paragraph. The Fund shall cause all Securi-
ties released from collateral status to be returned directly
to the Custodian, and the Custodian shall receive from time
to time such return of collateral as may be tendered to it.
In the event that the Fund fails to specify in a Certificate
the Series, the name of the issuer, the title and number of
shares or the principal amount of any particular Securities
to be delivered as collateral by the Custodian, the Custo-
xxxx shall not be under any obligation to deliver any
Securities.
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33
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the Custo-
xxxx nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omis-
sion to act or otherwise, except for any such loss or damage
arising out of its own negligence or willful misconduct.
The Custodian may, with respect to questions of law, apply
for and obtain the advice and opinion of counsel to the
Fund or of its own counsel, at the expense of the Fund, and
shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice
or opinion. The Custodian shall be liable to the Fund for
any loss or damage resulting from the use of the Book-Entry
System or any Depository arising by reason of any negli-
gence, misfeasance or willful misconduct on the part of the
Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into,
and shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold, or written by or for the Fund, the legality
of the purchase, sale or writing thereof, or the propriety
of the amount paid or received therefor;
(b) The legality of the sale or redemption of any
Shares, or the propriety of the amount to be received or
paid therefor;
(c) The legality of the declaration or payment of
any dividend by the Fund;
(d) The legality of any borrowing by the Fund
using Securities as collateral;
(e) The legality of any loan of portfolio Securi-
ties, nor shall the Custodian be under any duty or obliga-
tion to see to it that any cash collateral delivered to it
by a broker, dealer, or financial institution or held by it
at any time as a result of such loan of portfolio Securities
of the Fund is adequate collateral for the Fund against any
loss it might sustain as a result of such loan. The Custo-
xxxx specifically, but not by way of limitation, shall not
be under any duty or obligation periodically to check or
notify the Fund that the amount of such cash collateral held
by it for the Fund Is sufficient collateral for the Fund,
33
34
but such duty or obligation shall be the sole responsibility
of the Fund. In addition, the Custodian shall be under no
duty or obligation to see that any broker dealer or xxxxx-
cial institution to which portfolio Securities of the Fund
are lent pursuant to Article XIV of this Agreement makes
payment to it of any dividends or interest which are payable
to or for the account of the Fund during the period of such
loan or at the termination of such loan, provided, however,
that the Custodian shall promptly notify the Fund in the
event that such dividends or interest are not paid and
received when due; or
(f) The sufficiency or value of any amounts of
money and/or Securities held in any Margin Account, Senior
Security Account, Exempt Account or Collateral Account in
connection with transactions by the Fund. In addition, the
Custodian shall be under no duty or obligation to see that
any broker, dealer, futures commission merchant or Clearing
Member makes payment to the Fund of any variation margin
payment or similar payment which the Fund may be entitled to
receive from such broker, dealer, futures commission
merchant or Clearing Member, to see that any payment
received by the Custodian from any broker,, dealer, futures
commission merchant or Clearing Member is the amount the
Fund is entitled to receive, or to notify the Fund of the
Custodian's receipt or non-receipt of any such payment.
3. The Custodian shall not be liable for, or con-
sidered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the
payment of money, received by it on behalf of the Fund
until the Custodian actually receives and collects such
money directly or by the final crediting of the account
representing the Fund's interest at the Book-Entry System or
the Depository.
4. The Custodian shall not be under any duty or obli-
gation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take
any action to effect payment or distribution by the Transfer
Agent of the Fund of any amount paid by the Custodian to the
Transfer Agent of the Fund in accordance with this Agree-
ment,
5. The Custodian shall not be under any duty or obli-
gation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or pre-
sentation, unless and until (i) it shall be directed to take
such action by a Certificate and (ii) it shall be assured to
its satisfaction of reimbursement of its costs and expenses
in connection with any such action.
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35
6. The Custodian may appoint one or more banking
institutions as Depository or Depositories, as Sub-Custodian
or Sub-Custodians or as Co-Custodian or Co-Custodians
including, but not limited to, banking institutions located
in foreign countries, of Securities and moneys at any time
owned by the Fund, upon such terms and conditions as may be
approved in a Certificate or contained in an agreement exe-
cuted by the Custodian, the Fund and the appointed institu-
tion.
7. The Custodian shall not be under any duty or obli-
gation (a) to ascertain whether any Securities at any time
delivered to, or held by it, for the account of the Fund and
specifically allocated to a Series are such as properly may
be held by the Fund or such Series under the provisions of
its then current prospectus, or (b) to ascertain whether any
transactions by the Fund, whether or not involving the
Custodian, are such transactions as may properly be engaged
in by the Fund.
S. The Custodian shall be entitled to receive and the
Fund agrees to pay to the Custodian all out-of-pocket
expenses and such compensation as may be agreed upon from
time to time between the Custodian and the Fund. The Custo-
xxxx may charge such compensation and any expenses incurred
by the Custodian in the performance of its duties pursuant
to such agreement against any money specifically allocated
to a Series. Unless and until the Fund instructs the Custo-
xxxx by a Certificate to apportion any loss, damage, liabil-
ity or expense among the Series in a specified manner, the
Custodian shall also be entitled to charge against any money
held by it for the account of a Series such Series' pro rata
share (based on such Series net asset value at the time of
the charge to the aggregate net asset value of all Series at
that time) of the amount of any loss, damage, liability or
expense, including counsel fees, for which it shall be
entitled to reimbursement under the provisions of this
Agreement. The expenses for which the Custodian shall be
entitled to reimbursement hereunder shall include, but are
not limited to, the expenses of sub-custodians and foreign
branches of the Custodian incurred in settling outside of
New York City transactions involving the purchase and sale
of Securities of the Fund.
9. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received
by the Custodian and reasonably believed by the Custodian to
be a Certificate. The Custodian shall be entitled to rely
upon any Oral Instructions and any Written, Instructions
actually received by the Custodian hereinabove provided
35
36
for. The Fund agrees to forward to the Custodian a Certifi-
cate or facsimile thereof confirming such Oral Instructions
or Written instructions in such manner so that such Certifi-
cate or facsimile thereof is received by the Custodian,,
whether by hand delivery telecopier or other similar
device, or otherwise, by the close of business of the same
day that such Oral Instructions or Written Instructions are
given to the Custodian. The Fund agrees that the fact that
such confirming instructions are not received by the Custo-
xxxx shall in no way affect the validity of the transactions
or enforceability of the transactions hereby authorized by
the Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral instructions or
Written Instructions given to the Custodian hereunder con-
cerning such transactions provided such instructions reason-
ably appear to have been received from an Authorized Person.
10. The Custodian shall be entitled to rely upon any
instrument or notice in writing received by the Custodian
and reasonably believed by the Custodian to be a certifica-
tion described in paragraph 2 of Aticle XI herein. Without
limiting the generality of the foregoing, the Custodian
shall be under no duty to require into, and shall not be
liable for, the accuracy of any statements or representa-
tions contained in any such instrument or other notice
including, without limitation, any specification of any
amount to be paid to a broker, dealer, futures commission
merchant or Clearing Member.
11. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property
of the Fund. Such books and records shall be prepared and
maintained as required by the Investment Company Act of
1940, as amended, and other applicable securities laws and
rules and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records
during the Custodian's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided by the Custodian to the Fund or
the Fund's authorized representative, and the Fund shall
reimburse the Custodian its expenses of providing such
copies.
12. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System, the Depository,
or O.C.C., and with such reports on its own systems of
internal accounting control as the Fund may reasonably
request from time to time.
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37
13. The Fund agrees to indemnify the Custodian against
and save the Custodian harmless from all liability, claims,
losses and demands whatsoever, including attorney's fees,
howsoever arising or incurred because of or in connection
with the Custodian's payment or non-payment of checks pursu-
ant to paragraph 6 of Article XIII as part of any check
redemption privilege program of the Fund, except for any
such liability, claim, loss and demand arising out of the
Custodian's own negligence or willful misconduct.
14. Subject to the foregoing provisions of this Agree-
ment, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for
payments to be made and received by the Custodian in accor-
dance with the customs prevailing from time to time among
brokers or dealers in such Securities.
15. The Custodian shall have no duties or responsibil-
ities whatsoever except such duties and responsibilities as
are specifically set forth in this Agreement, and no
covenant or obligation shall be implied in this Agreement
against the Custodian.
ARTICLE XVI
TERMINATION
1. Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in writing
specifying the date of such termination, which shall be not
less than ninety (90) days after the date of giving of such
notice. In the event such notice is given by the Fund, it
shall be accompanied by a copy of a resolution of the Board
of Trustees of the Fund, certified by the Secretary, the
Clerk, any Assistant Secretary or any Assistant Clerk,
electing to terminate this Agreement and designating a suc-
cessor custodian or custodians, each of which shall be a
bank or trust company having not less than $2,OOO,OOO aggre-
gate capital, surplus and undivided profits. In the event
such notice is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a copy
of a resolution of the Board of Trustees of the Fund , cer-
tified by the Secretary, the Clerk, any Assistant Secretary
or any Assistant Clerk, designating a successor custodian or
custodians. In the absence of such designation by the Fund,
the Custodian may designate a successor custodian which
shall be a bank or trust company having not less than
$2,000,OOO aggregate capital, surplus and undivided pro-
fits. Upon the date set forth in such notice this Agreement
37
38
ment shall terminate, and the Custodian shall upon receipt
of a notice of acceptance by the successor custodian on that
date deliver directly to the successor custodian all Securi-
ties and moneys then owned by the Fund and held by it as
Custodian, after deducting all fees, expenses and other
amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding para-
graph, the Fund shall upon the date specified in the notice
of termination of this Agreement and upon the delivery by
the Custodian of all Securities (other than Securities held
in the Book-Entry System which cannot be delivered to the
Fund) and moneys then owned by the Fund be deemed to be its
own custodian and the Custodian shall thereby be relieved of
all duties and responsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the
Book Entry System which cannot be delivered to the Fund to
hold such Securities hereunder in accordance with this
Agreement.
ARTICLE XVII
MISCELLANEOUS
l. Annexed hereto as Appendix A is a Certificate
signed by two of the present officers of the Fund under its
seal, setting forth the names and the signatures of the
present Authorized Persons. The Fund agrees to furnish to
the Custodian a new Certificate in similar form in the event
that any such present Authorized Person ceases to be an
Authorized Person or in the event that other or additional
Authorized Persons are elected or appointed. Until such new
Certificate shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Author-
ized Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed by two of the present officers of the Fund under its
seal, setting forth the names and the signatures of the pre-
sent officers of the Fund. The Fund agrees to furnish to
the Custodian a new Certificate in similar form in the event
any such present officer ceases to be an Officer of the
Fund, or in the event that other or additional officers are
38
39
elected or appointed. Until such now Certificate shall be
received the Custodian shall be fully protected in acting
under the provisions of this Agreement upon the signatures
of the officers as set forth in the last delivered Certifi-
cate.
3. Any notice or other instrument in writing, author-
ized or required by this Agreement to be given to the Custo-
xxxx, shall be sufficiently given if addressed to the Custo-
xxxx and mailed or delivered to it at its offices at 00
Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such
other place as the Custodian may from time to time designate
in writing.
4. Any notice or other instrument in writing, author-
ized or required by this Agreement to be given to the Fund
shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its office at the address for
the Fund first above written, or at such other place as the
Fund may from time to time designate in writing.
S. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the same formality as this Agreement and
approved by a resolution of the Board of Trustees of the
Fund.
6. This Agreement shall extend to and shall be bind-
ing upon the parties hereto, and their respective successors
and assigns; provided, however, that this Agreement shall
not be assignable by the Fund without the written consent of
the Custodian, or by the Custodian without the written con-
sent of the Fund, authorized or approved by a resolution of
the Fund's Board of Trustees.
7. This Agreement shall be construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an origi-
nal, but such counterparts shall, together constitute only
one instrument.
9. A copy of the Declaration of Trust of the Fund is
on file with the Secretary of The Commonwealth of Massa-
chusetts, and notice is hereby given that this instrument is
executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and that the obligations of
this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the
assets and property of the Fund.
39
40
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers,
thereunto duly authorized and their respective seals to be
hereunto affixed, as of the day and year first above
written.
XXXXXXX XXXXX NATURAL RESOURCES TRUST
By: /S/ XXXXX X. XXXXX
Attest; /s/ Xxxx X. Xxxxxxx
40
41
APPENDIX A
I, President and I,
of
a Massachusetts business trust (the "Fund"),
do hereby certify that:
The following individuals have been duly authorized by
the Board of Trustees of the Fund in conformity with the
Fund's Declaration of Trust and By-Laws to give oral
Instructions and Written Instructions on behalf of the Fund,
and the signatures set forth opposite their respective names
are their true and correct signatures:
Name Signature
00
XXXXXXXX X
I, ,President and I,
Of
,a Massachusetts business trust (the "Fund"),
do hereby certify that:
The following individuals serve in the following posi-
tions with the Fund and each has been duly elected or
appointed by the Board of Trustees of the Fund to each such
position and qualified therefor in conformity with the
Fund's Declaration of Trust and BY-Laws, and the signatures
set forth opposite their respective names are their true and
correct signatures:
Name Position Signature
43
EXHIBIT A
CERTIFICATION
The undersigned, ,hereby
certifies that he or she is the duly elected and acting
of , a Massachusetts business
trust (the "Fund"), and further certifies that the following
resolution was adopted by the Board of Trustees of the Fund
at a meeting duly held on , 19 , at which a quorum
was at all times present and that such resolution has not
been modified or rescinded and is in full force and effect
as of the date hereof.
RESOLVED, that The Bank of New York, as Custodian
pursuant to a Custody Agreement between The Bank of New
York and the Fund dated as of , 19 (the
"Custody Agreement') is authorized and instructed on a
continuous and ongoing basis to deposit in, the Book-
Entry System, as defined in the Custody Agreement, all
securities eligible for deposit therein, regardless of
the Series to which the same are specifically allo-
cated, and to utilize the Book-Entry System to the
extent possible in connection with its performance
thereunder, including, without limitation, in connec-
tion with settlements of purchases and sales of securi-
ties, loans of securities, and deliveries and returns
of securities collateral.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of ,as of the day of ,
19 .
44
EXHIBIT B
CERTIFICATION
The undersigned, ,hereby
certifies that he or she is the duly elected and acting
of , a Massachusetts business
Trust (the 'Fund'), and further certifies that the following
resolution was adopted by the Board of Trustees of the Fund
at a meeting duly held on , 19 , at which a quorum
was at all times present and that such resolution has not
been modified or rescinded and is in full force and effect
as of the date hereof.
RESOLVED, that The Bank of New York, as Custodian
pursuant to a Custody Agreement between The Bank of New
York and the Fund dated as of , 19 ,
(the "Custody Agreement") is authorized and instructed
on a continuous and ongoing basis until such time as it
receives a Certificate, as defined in the Custody
Agreement, to the contrary to deposit in the Depos-
itory, as defined in the Custody Agreement, all secu-
rities eligible for deposit therein, regardless of the
Series to which the same are specifically allocated,
and to utilize the Depository to the extent possible in
connection with its performance thereunder, including,
without limitation, in connection with settlements of
purchases and sales of securities, loans of securities,
and deliveries and returns of securities collateral.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of ,as of the day of ,
19
45
EXHIBIT C
CERTIFICATION
The undersigned, ,hereby
certifies that he or she is the duly elected and acting
of , a Massachusetts business
trust (the 'Fund'), and further certifies that the following
resolution was adopted by the Board of Trustees of the Fund
at a meeting duly held on I , 19 , at which a quorum
was at all times present and that such resolution has not
been modified or rescinded and is in full force and effect
as of the date hereof.
RESOLVED, that The Bank of New York, as Custodian
pursuant to a Custody Agreement between The Bank of New
York and the Fund dated as of , 19 ,
(the "Custody Agreement") is authorized and instructed
on a continuous and ongoing basis until such time as it
receives a Certificate, as defined in the Custody
Agreement, to the contrary, to accept, utilize and act
with respect to Clearing Member confirmations for
options and transaction in options, regardless of the
Series to which the same are specifically allocated,
as such terms are defined in the Custody Agreement, as
provided in the Custody Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of ,as of the day of ,
19
