SUPPLEMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS SUPPLEMENT to the Custody and Investment Accounting Agreement is made
effective the 2nd day of June, 1999, by and between each registered investment
company listed on Exhibit A hereto (each a "Fund") and INVESTORS FIDUCIARY TRUST
COMPANY ("IFTC"). Capitalized terms used in this Supplement without definition
have the respective meanings given to such terms in the Custody and Investment
Accounting Agreement referred to below.
WITNESSETH:
WHEREAS, the Fund and IFTC entered into a Custody and Investment Accounting
Agreement dated as of April 25, 1996 (the "Contract"); and
WHEREAS, the Fund appointed IFTC as custodian of the assets of the Fund's
investment portfolio or portfolios (each a "Portfolio" and collectively the
"Portfolios") pursuant to the terms of the Contract; and
WHEREAS, the Fund and IFTC desire to supplement the Contract to reflect
revisions to Rule 17f-5 ("Rule 17f-5") promulgated under the Investment Company
Act of 1940, as amended (the "1940 Act").
NOW THEREFORE, for and in consideration of the foregoing and the mutual
promises contained herein, the parties hereto, intending to be legally bound,
mutually covenant and agree to supplement the Contract, pursuant to the terms
thereof, as follows:
1. SUPPLEMENT OF CONTRACT. A new Section of the Contract is hereby added,
as of the effective date of this Supplement, as set forth below.
2. IFTC AS FOREIGN CUSTODY MANAGER.
A. Definitions. Capitalized terms in this new Section have the
following meanings:
"Country Risk" means all factors reasonably related to the systemic
risk of holding Foreign Assets in a particular country including, but
not limited to, such country's political environment; economic and
financial infrastructure (including financial institutions such as any
Mandatory Securities Depositories operating in the country);
prevailing or developing custody and settlement practices; and laws
and regulations applicable to the safekeeping and recovery of Foreign
Assets held in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section
(a)(l) of Rule 17f-5, except that the term does not include Mandatory
Securities Depositories. "Foreign Assets" means any of the Portfolios'
investments (including foreign currencies) for which the primary
market is outside the United States and such cash and cash equivalents
in amounts deemed by Fund to be reasonably necessary to effect the
Portfolios' transactions in such investments.
"Foreign Custody Manager" or "FCM" has the meaning set forth in
section (a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign securities
depository or clearing agency that, either as a legal or practical
matter, must be used if the Fund determines to place Foreign Assets in
a country outside the United States (i) because required by law or
regulation; (ii) because securities cannot be withdrawn from such
foreign securities depository or clearing agency; or (iii) because
maintaining or effecting trades in securities outside the foreign
securities depository or clearing agency is not consistent with
prevailing or developing custodial or market practices.
B. Delegation to IFTC as FCM. The Fund, pursuant to resolution
adopted by its Board of Trustees or Directors (the "Board"),
hereby delegates to IFTC, subject to Section (b) of Rule 17f-5,
the responsibilities set forth in this new Section with respect
to Foreign Assets held outside the United States, and IFTC hereby
accepts such delegation, as FCM of each Portfolio. It is
understood and agreed that IFTC will sub-contract the performance
of its responsibilities hereunder with State Street Bank & Trust
Company. IFTC will be responsible to the applicable Portfolio for
any loss, damage or expense suffered or incurred by such
Portfolio resulting from the actions or omissions of State Street
Bank & Trust Company to the same extent IFTC would be responsible
to Fund hereunder if it committed the act or omission itself.
References herein to "FCM" shall include IFTC and State Street
Bank & Trust Company.
C. Countries Covered. The FCM is responsible for performing the
delegated responsibilities defined below only with respect to the
countries and custody arrangements for each such country listed
on Schedule A to this Supplement, which may be amended from time
to time by the FCM. The FCM will list on Schedule A the Eligible
Foreign Custodians selected by the FCM to maintain the assets of
each Portfolio. Mandatory Securities Depositories are listed on
Schedule B to this Supplement, which Schedule B may be amended
from time to time by the FCM. The FCM will provide amended
versions of Schedules A and B in accordance with Section G
hereof.
Upon the receipt by the FCM of Instructions to open an account,
or to place or maintain Foreign Assets, in a country listed on
Schedule A, and the fulfillment by the Fund of the applicable
account opening requirements for such country, the FCM is deemed
to have been delegated by the Board responsibility as FCM with
respect to that country and to have accepted such delegation.
Following the receipt of Instructions directing the FCM to close
the account of a Portfolio with the Eligible Foreign Custodian
selected by the FCM in a designated country, the delegation by
the Board to IFTC as FCM for that country is deemed to have been
withdrawn and
IFTC will immediately cease to be the FCM of the Portfolio with
respect to that country.
The FCM may withdraw its acceptance of delegated responsibilities
with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period as to which the parties
agree in writing) after receipt of any such notice by the Fund,
IFTC will have no further responsibility as FCM to a Portfolio
with respect to the country as to which IFTC's acceptance of
delegation is withdrawn.
D. Scope of Delegated Responsibilities.
1. Selection of Eligible Foreign Custodians. Subject to the
provisions of this new Section, the FCM may place and
maintain the Foreign Assets in the care of the Eligible
Foreign Custodian selected by the FCM in each country listed
on Schedule A, as amended from time to time.
In performing its delegated responsibilities as FCM to place
or maintain Foreign Assets with an Eligible Foreign
Custodian, the FCM will determine that the Foreign Assets
will be subject to reasonable care, based on the standards
applicable to custodians in the country in which the Foreign
Assets will be held by that Eligible Foreign Custodian,
after considering all factors relevant to the safekeeping of
such assets, including, without limitation, those set forth
in Rule 17f-5(c)(l)(i) through (iv).
2. Contracts With Eligible Foreign Custodians. The FCM will
determine that the contract (or the rules or established
practices or procedures in the case of an Eligible Foreign
Custodian that is a foreign securities depository or
clearing agency) governing the foreign custody arrangements
with each Eligible Foreign Custodian selected by the FCM
will provide reasonable care for the Foreign Assets held by
that Eligible Foreign Custodian based on the standards
applicable to custodians in the particular country. Each
such contract will include the provisions set forth in Rule
17f-5(c)(2)(i)(A) through (F), or, in lieu of any or all of
the provisions set forth in said (A) through (F), such other
provisions that the FCM determines will provide, in their
entirety, the same or greater level of care and protection
for the Foreign Assets as the provisions set forth in said
(A) through (F) in their entirety.
3. Monitoring. In each case in which the FCM maintains Foreign
Assets with an Eligible Foreign Custodian selected by the
FCM, the FCM will establish a system to monitor (a) the
appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (b) the contract governing
the custody arrangements established by the FCM with the
Eligible Foreign Custodian. In the event the FCM determines
that the custody arrangements with an Eligible Foreign
Custodian it has selected are no longer appropriate, the FCM
will notify the Board in accordance with Section G hereof.
E. Guidelines for the Exercise of Delegated Authority. For purposes
of this new Section, the Board will be solely responsible for
considering and determining to accept such Country Risk as is
incurred by placing and maintaining the Foreign Assets in each
country for which IFTC is serving as FCM of a Portfolio, and the
Board will be solely responsible for monitoring on a continuing
basis such Country Risk to the extent that the Board considers
necessary or appropriate. The Fund, on behalf of the Portfolios,
and IFTC each expressly acknowledge that the FCM will not be
delegated any responsibilities under this new Section with
respect to Mandatory Securities Depositories.
F. Standard of Care as FCM of a Portfolio. In performing the
responsibilities delegated to it, the FCM agrees to exercise
reasonable care, prudence and diligence such as a person having
responsibility for the safekeeping of assets of management
investment companies registered under the 1940 Act would
exercise.
G. Reporting Requirements. The FCM will report the withdrawal of the
Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign
Custodian by providing to the Board amended Schedules A or Bat
the end of the calendar quarter in which an amendment to either
Schedule has occurred. The FCM will make written reports
notifying the Board of any other material change in the foreign
custody arrangements of a Portfolio described in this new Section
after the occurrence of the material change.
H. Representations with Respect to Rule 17f-5. The FCM represents to
the Fund that it is a U.S. Bank as defined in section (a)(7) of
Rule 17f-5. The Fund represents to IFTC that the Board has
determined that it is reasonable for the Board to rely on IFTC
and State Street Bank & Trust Company to perform the
responsibilities delegated pursuant to this Contract to IFTC and
State Street Bank & Trust Company as the FCM of each Portfolio
and that IFTC has been granted the authority by Fund to delegate
to State Street Bank & Trust Company the FCM functions to which
IFTC has been appointed by Fund.
I. Effective Date and Termination of IFTC as FCM. The Board's
delegation to IFTC as FCM of a Portfolio will be effective as of
the date of execution of this Supplement and will remain in
effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party.
Termination will become effective thirty days after receipt by
the non-terminating party of such notice. The provisions of
Section C hereof govern the delegation to and termination of IFTC
as FCM of the Fund with respect to designated countries.
Except as specifically superseded or modified herein, the Contract is
hereby ratified and confilmed and remains in full force and effect and will
apply to the services provided hereunder. In the event of any conflict between
the terms of the Contract prior to this Supplement and this Supplement, the
terms of this Supplement will prevail.
IN WITNESS WHEREOF, each of the parties has caused this Supplement to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
INVESTORS FIDUCIARY TRUST EACH REGISTERED INVESTMENT
COMPANY COMPANY LISTED ON EXHIBIT A
By:___________________________ By:_____________________________
Title:________________________ Title:__________________________
EXHIBIT A
LIST OF REGISTERED INVESTMENT COMPANIES
Bexil Corporation - f/k/a Bull & Bear U.S. Government Securities Fund, Inc.
Dollar Reserves, Inc. - f/k/a Bull & Bear Funds II, Inc,
Global Income Fund, Inc. - f/k/a Bull & Bear Global Income Fund, Inc.
Midas Fund, Inc.
Midas Investors Ltd. - f/k/a Bull & Bear Gold Investors
Midas Magic, Inc. - f/k/a Rockwood Fund, Inc.
Midas Special Equities Fund, Inc. -f/k/a Bull & Bear Special Equities Fund, Inc.
Midas U.S. and Overseas Fund Ltd.-f/k/a Bull & Bear Funds I, Inc.
Tuxis Corporation - f/k/a Bull & Bear Municipal Income Fund, Inc.
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
Country Subcustodian Optional Depositories
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Oesterreichischen
Spakassen AG
Bahrain The British Bank of the Middle East
(as delegate of the Hongkong and Shanghai
Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Generale de Banque
Bermuda The Bank of Bermuda Limited
Bolivia Banco Boliviano Americano S.A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Canada State Street Trust Company Canada
Chile Citibank, N.A.
People's The Hongkong and Shanghai Banking
Republic of Corporation Limited, Shanghai and
China Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privedana Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
Country Subcustodian Optional Depositories
Czech Republic Ceskoslovenska Obchodni Banka, A.S.
Denmark Den Danske Bank
Ecuador Citibank, N.A.
Estonia Hansabank
Finland Xxxxxx Bank Plc
France Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A. Bank of Greece, System
for Monitoring Transactions
in Securities in Book-Entry
Form
Hong Kong Standard Chartered Bank
Iceland Icebank Ltd.
India Deutsche Bank AG
The Hongkong and Shanghai Banking
Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy Paribas, S.A.
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
Country Subcustodian Optional Depositories
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant Bank, Ltd.
Japan The Fuji Bank Limited Japan Securities Depository
The Sumitomo Bank, Limited Center (JASDEC)
Jordan British Bank of the Middle East (as delegate of The
Hongkong and Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited
Republic of The Hongkong and Shanghai Banking
Korea Corporation Limited
Latvia A/s Hansabank
Lebanon British Bank of the Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mauritius The Hongkong and Shanghai Banking
Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia (via) Standard Bank of South Africa
Netherlands MeesPierson N.V.
New Zealand ANZ Banking Group (New Zealand) Limited
Norway Christiania Bank og Kreditkasse, ASA
Oman The British Bank of the Middle East (as delegate of
Hongkong and Shanghai Banking Corporation Limited)
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
Country Subcustodian Optional Depositories
Pakistan Deutsche Bank AG
Palestine British Bank of the Middle East (as delegate of the
Hongkong and Shanghai Banking Corporation Limited)
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portugues
Romania ING Bank, N.V.
Russia Credit Suisse First Boston, AO, Moscow
(as delegate of Credit Suisse First Boston, Zurich)
Singapore The Development Bank of Singapore Ltd.
Slovak Ceskoslovenska Obchodna Banka A.S.
Republic
Slovenia Banka Austria d.d.
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano, S.A.
Sri Lanka The Hongkong and Shanghai Banking
Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - Central Trust of China
R.O.C.
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL
DEPOSITORIES
Country Subcustodian Optional Depositories
Thailand Standard Chartered Rank
Trinidad Republic Bank Ltd.
& Tobago
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank, Ukraine
United State Street Bank and Trust Company,
Kingdom London Branch
Uruguay Citibank, N.A.
Venezuela Citibank. N.A
Vietnam The Hongkong and Shanghai
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited; -Reserve Bank Information and Transfer
System
Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)
Belgium -Caisse Interprofessionnelle de Depots et de Virement de
Titres S.A.; -Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidacao e
Bulgaria -Central Depository AD -Bulgarian National Bank
Canada -The Canadian Depository for Securities Limited
Chile -Deposito Central de Valores S.A.
People's -Shanghai Securities Central Clearing and Registration
of China Corporation; -Shenzhen Securities Central Clearing Co., Ltd.
Republic
Colombia -Deposito Centralizado de Valores
Costa Rica -Central de Valores S.A.
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic -Stredisko cennych papiru -Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central
Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation des
Valeurs Mobilieres
Germany -The Deutscher Borse Clearing AG
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Greece -The Central Securities Depository (Apothetirion Titlon AE)
Hong Kong -The Central Clearing and Settlement System; -Central Money
Markets Unit
Hungary -Kozponti Elszamolohaz es Ertekatr (Budapest) Rt (KELER)
[Mandatory for gov 't Bonds and dematerialized equities
only; SSB does not use for other securities]
India -The National Securities Depository Limited -Reserve Bank of
India
Indonesia -Bank Indonesia -PT Kustodian Sentral Efek Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.; -Bank of
Israel (As part of the TASE Clearinghouse system)
Italy -Monte Titoli S.p.A.; -Banca d'ltalia
Ivory Coast -Depositaire Central - Banque de Reglement
Jamaica -Jamaica Central Securities Depository
Japan -Bank of Japan Net System
Kenya -Central Bank of Kenya
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (MIDCLEAR) X.X.X.; - The
Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -The Malaysian Central Depository Sdn. Bhd.; -Bank Negara
Malaysia, Scripless Securities Trading and Safekeeping
Systems
SCHEDULE B STATE
STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Mauritius -The Central Depository & Settlement Co. Ltd.
Mexico -S.D. INDEVAL, S.A. de C.V.(lnstituto para el Dep6sito de
Valores);
Morocco -Maroclear
The Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. (NECIGEF)
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of Securities)
Oman -Muscat Securities Market Depository & Securities
Registration Company
Pakistan -Central Depository Company of Pakistan Limited; state Bank
of Pakistan
Palestine -The Palestine Stock Exchange
Peru -Caja de Valores y Liquidaciones S.A.
Philippines -The Philippines Central Depository Inc. -The Registry of
Scripless Securities (XXXX) of the Bureau of the Treasury
Poland -The National Depository of Securities (Krajowy Depozyt
Papierow Wartos 'ciowych); -Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and Depository
Co.; -Bucharest Stock Exchange Registry Division; -National
Bank of Romania
Singapore -Central Depository (Pte)Limited; -Monetary Authority of
Singapore
Slovak Republic -Stredisko cennych papierov SR Bratislava, a.s.;
-National Bank of Slovakia
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Slovenia -Klirinsko Depotna Xxxxxx x.x.
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidaci6n de Valores, S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
Sri Lanka -Central Depository System (Pvt) Limited
Sweden -Vardepapperscentralen VPC AB (the Swedish Central
Securities Depository)
Switzerland -SIS SegaIntersettle
Taiwan-R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de Compensation et
de Depot de Valeurs Mobilieres
Turkey -Takas ve Saklama Bankasi A.S. (TAKASBANK) -Central Bank of
Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office; The
Central Moneymarkets Office
Venezuela -Central Bank of Venezuela
Zambia -XxXX Central Shares Depository Limited -Bank of Zambia
