Exhibit (g)(3)
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of July 17, 2001 by
and between each of the funds listed on the attached Schedule D (including any
series thereof, each, a "Fund") and State Street Bank and Trust Company (the
"Custodian"). Capitalized terms used in this Amendment without definition shall
have the respective meanings given to such terms in the Custodian Contract
referred to below.
WHEREAS, each Fund and the Custodian entered into a Custodian Contract
dated as of the dates set for on Schedule D (each contract, as amended and in
effect from time to time, a "Contract");
WHEREAS, each Fund may be authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets, and the Fund has made each such series listed on
Schedule D subject to the Contract (each such series, together with all other
series subsequently established by the Fund and made subject to the Contract in
accordance with the terms thereof, shall be referred to as a "Portfolio", and,
collectively, the "Portfolios");
WHEREAS, the Fund and the Custodian desire to amend certain provisions
of the Contract to reflect revisions to Rule l7f-5 ("Rule 17f-5") and the
adoption of Rule 17f-7 ("Rule l7f-7") promulgated under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund and the Custodian desire to amend and restate certain
other provisions of the Contract relating to the custody of assets of the Fund
and any such Portfolio held outside of the United States.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Contract, pursuant to the terms thereof, as follows:
I. The amendment to the Contract relating to the 1997 revisions to Rule
l7f-5 promulgated under the Investment Company Act of 1940 and dated
February 22, 1999 is hereby deleted, and the parties hereto agree that
it shall be and is replaced in its entirety by the provisions set forth
below.
3. Provisions Relating to Rules 17f-5 and 17f-7
3.1. Definitions. Capitalized terms in this Amendment shall 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 any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of
an Eligible Foreign Custodian (as set forth in Rule l7f-5 or by other
appropriate action of the U.S. Securities and Exchange Commission (the "SEC")),
or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 0000 Xxx)
meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the
term does not include any Eligible Securities Depository. "Eligible Securities
Depository" has the meaning set forth in section (b)(1) of Rule 17f-7.
"Foreign Assets" means any of the Funds' and/or Portfolios' investments
(including foreign currencies) for which the primary market is outside the
United States and such cash and cash equivalents as are reasonably necessary to
effect the Funds' and/or Portfolios' transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
l7f-5.
3.2. The Custodian as Foreign Custody Manager.
3.2.1 Delegation to the Custodian as Foreign Custody Manager. The Fund,
by resolution adopted by its Board of Trustees/Directors (the "Board"), hereby
delegates to the Custodian, subject to Section (b) of Rule l7f-5, the
responsibilities set forth in this Section 3.2 with respect to Foreign Assets
of the Funds and/or Portfolios held outside the United States, and the Custodian
hereby accepts such delegation as Foreign Custody Manager with respect to the
Funds and/or Portfolios.
3.2.2 Countries Covered. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Contract, which list of countries may be amended
from time to time by the Fund with the agreement of the Foreign Custody Manager.
The Foreign Custody Manager shall list on Schedule A the Eligible Foreign
Custodians selected by the Foreign Custody Manager to maintain the assets of the
Funds and/or Portfolios, which list of Eligible Foreign Custodians may be
amended from time to time in the sole discretion of the Foreign Custody Manager.
The Foreign Custody Manager will provide amended versions of Schedule A in
accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the
applicable account opening requirements for such country, the Foreign Custody
Manager shall be deemed to have been delegated by the Board on behalf of the
Portfolios responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Execution of this Amendment by the
Fund shall be deemed to be a Proper Instruction to open an account, or to place
or maintain Foreign Assets, in each country listed on Schedule A in which the
Custodian has previously placed or currently maintains Foreign Assets pursuant
to the terms of the Contract. Following the receipt of Proper Instructions
directing the Foreign Custody Manager to close the account of a Portfolio with
the Eligible Foreign Custodian selected by the Foreign Custody Manager in a
designated country, the delegation by the Board on behalf of the Portfolios to
the Custodian as Foreign Custody Manager for that country shall be deemed to
have been withdrawn and the Custodian shall immediately cease to be the Foreign
Custody Manager of the Portfolios with respect to that country. The Foreign
Custody Manager may withdraw its acceptance of delegated
2
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period to which the parties agree in writing)
after receipt of any such notice by the Fund, the Custodian shall have no
further responsibility in its capacity as Foreign Custody Manager to the Fund
with respect to the country as to which the Custodian's acceptance of delegation
is withdrawn.
3.2.3 Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A, as
amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by that
Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(l).
(b) Contracts With Eligible Foreign Custodians. The Foreign
Custody Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) Monitoring. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by
the Foreign Custody Manager, the Foreign Custody Manager shall establish a
system to monitor in accordance with Rule 17f-5(c)(3), (i) the appropriateness
of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii)
the contract governing the custody arrangements established by the Foreign
Custody Manager with the Eligible Foreign Custodian. In the event the Foreign
Custody Manager determines that the custody arrangements with an Eligible
Foreign Custodian it has selected are no longer appropriate, the Foreign Custody
Manager shall notify the Board and the Fund's duly appointed manager in
accordance with Section 3.2.5 hereunder.
3.2.4 Guidelines for the Exercise of Delegated Authority. For purposes
of this Section 3.2, the Board shall be deemed to have considered and determined
to accept such Country Risk as is incurred by placing and maintaining the
Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall report
the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign Custodian by
providing to the Board and the Fund's duly appointed manager an amended Schedule
A at the end of the calendar quarter in which an amendment to such Schedule has
occurred. The Foreign Custody Manager shall make written reports notifying the
Board and the Fund's duly appointed manager of any other material change in the
foreign custody arrangements of the Funds and/or Portfolios described in this
Section 3.2 after the occurrence of the material change.
3.2.6 Standard of Care as Foreign Custody Manager of the Fund. In
performing the responsibilities delegated to it, the Foreign Custody Manager
3
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.
3.2.7 Representations with Respect to Rule 17f-5. The Foreign Custody
Manager represents to the Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has
determined that it is reasonable for the Board to rely on the Custodian to
perform the responsibilities delegated pursuant to this Contract to the
Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 Effective Date and Termination of the Custodian as Foreign
Custody Manager. The Board's delegation to the Custodian as Foreign Custody
Manager of the Portfolios shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party. Termination will
become effective thirty (30) days after receipt by the non-terminating party of
such notice. The provisions of Section 3.2.2 hereof shall govern the delegation
to and termination of the Custodian as Foreign Custody Manager of the Portfolios
with respect to designated countries.
3.3 Eligible Securities Depositories.
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the
Board and the Fund's duly appointed manager with an analysis of the custody
risks associated with maintaining assets with the Eligible Securities
Depositories set forth on Schedule B hereto in accordance with section
(a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis,
and promptly notify the Board and the Fund's duly appointed manager of any
material change in such risks in accordance with section (a)(l)(i)(B) of Rule
17f-7. The risk analysis provided by the Custodian may include consideration of
the following, as deemed appropriate and relevant by the Custodian: a
depository's expertise and market reputation, the quality of its services, its
financial strength (including the level of settlement guarantee funds,
collateral requirements, lines of credit, or insurance as compared with
participants' daily settlement obligations), any insurance or indemnification
arrangements, the extent and quality of regulation and independent examination
of the depository, its standing in published ratings, its internal controls and
other procedures for safeguarding investments, and any related legal
protections.
3.3.2 Standard of Care. The Custodian agrees to exercise reasonable
care, prudence and diligence in performing the duties set forth in Section
3.3.1.
4. Duties of the Custodian with Respect to Property of the
Portfolios Held Outside the United States.
4.1 Definitions. Capitalized terms in this Article 4 shall have the
following meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4
4.2. Holding Securities. The Custodian shall identify on its books as
belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the benefit of its customers, provided however, that (i) the records of the
Custodian with respect to foreign securities of the Portfolios which are
maintained in such account shall identify those securities as belonging to the
Portfolios and (ii), to the extent permitted and customary in the market in
which the account is maintained, the Custodian shall require that securities so
held by the Foreign Sub-Custodian be held separately from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
4.3. Foreign Securities Systems. Foreign securities shall be maintained in a
Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such
country.
4.4. Transactions in Foreign Custody Account.
4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-
Custodian shall release and deliver foreign securities of the Portfolios held by
the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System
account, only upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only in the following
cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against expectation
of receiving later payment; or (B) in the case of a sale
effected through a Foreign Securities System, in accordance
with the rules governing the operation of the Foreign
Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities:
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign securities
are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name
of the Custodian (or the name of the respective Foreign Sub-
Custodian or of any nominee of the Custodian or such Foreign
Sub-Custodian) or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
provided that in any such case the Foreign Sub-Custodian shall
have no responsibility or liability for any loss arising from
the delivery of such securities
5
prior to receiving payment for such securities except as
may arise from the Foreign Sub-Custodian's own negligence
or willful misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign securities,
the surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts or
temporary securities for definitive securities;
(ix) for delivery as security in connection with any borrowing by
the Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered
and naming the person or persons to whom delivery of such
securities shall be made.
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign Sub-
Custodian or the respective Foreign Securities System to pay out, monies of a
Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor
(or an agent for such seller or dealer) against expectation of
receiving later delivery of such foreign securities; or (B) in
the case of a purchase effected through a Foreign Securities
System, in accordance with the rules governing the operation of
such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees
under this Contract, legal fees, accounting fees, and other
operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Portfolio, including transactions
executed with or through the Custodian or its Foreign
Sub-Custodians;
6
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in respect
of securities sold short;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and naming
the person or persons to whom such payment is to be made.
4.4.3. Market Conditions. Notwithstanding any provision of this
Contract to the contrary, settlement and payment for Foreign Assets received for
the account of the Portfolios and delivery of Foreign Assets maintained for the
account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to the Board and the Fund's duly appointed manager
the information with respect to custody and settlement practices in countries in
which the Custodian employs a Foreign Sub-Custodian described on Schedule C
hereto at the time or times set forth on such Schedule. The Custodian may revise
Schedule C from time to time, provided that no such revision shall result in the
Board being provided with substantively less information than had been
previously provided hereunder.
4.5. Registration of Foreign Securities. The foreign securities maintained in
the custody of a Foreign Sub-Custodian (other than bearer securities) shall be
registered in the name of the applicable Portfolio or in the name of the
Custodian or in the name of any Foreign Sub-Custodian or in the name of any
nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to
hold any such nominee harmless from any liability as a holder of record of such
foreign securities. The Custodian or a Foreign Sub-Custodian shall not be
obligated to accept securities on behalf of a Portfolio under the terms of this
Contract unless the form of such securities and the manner in which they are
delivered are in accordance with reasonable market practice.
4.6 Bank Accounts. The Custodian shall identify on its books as belonging to
the Fund cash (including cash denominated in foreign currencies) deposited with
the Custodian. Where the Custodian is unable to maintain, or market practice
does not facilitate the maintenance of, cash on the books of the Custodian, a
bank account or bank accounts shall be opened and maintained outside the United
States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts
referred to in this Section shall be subject only to draft or order by the
Custodian (or, if applicable, such Foreign Sub Custodian) acting pursuant to the
terms of this Amendment to hold cash received by or from or for the account of
the Portfolio. Cash maintained on the books of the Custodian (including its
branches, subsidiaries and affiliates), regardless of currency denomination, is
maintained in bank accounts established under, and subject to the laws of, The
Commonwealth of Massachusetts.
7
4.7. Collection of Income. The Custodian shall use reasonable commercial
efforts to collect all income and other payments with respect to the Foreign
Assets held hereunder to which the Portfolios shall be entitled and shall credit
such income, as collected, to the applicable Portfolio. In the event that
extraordinary measures are required to collect such income, the Fund and the
custodian shall consult as to such measures and as to the compensation and
expenses of the Custodian relating to such measures.
4.8 Shareholder Rights With respect to the foreign securities held
pursuant to this Article 4, the Custodian will use reasonable commercial efforts
to facilitate the exercise of voting and other shareholder rights, subject
always to the laws, regulations and practical constraints that may exist in the
country where such securities are issued. The Fund acknowledges that local
conditions, including lack of regulation, onerous procedural obligations, lack
of notice and other factors may have the effect of severely limiting the ability
of the Fund to exercise shareholder rights.
4.9. Communications Relating to Foreign Securities. The Custodian shall
transmit promptly to the Fund written information with respect to materials
received by the Custodian via the Foreign Sub-Custodians from issuers of the
foreign securities being held for the account of the Portfolios (including,
without limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Fund written
information with respect to materials so received by the Custodian from issuers
of the foreign securities whose tender or exchange is sought or from the party
(or its agents) making the tender or exchange offer. The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or power
in connection with foreign securities or other property of the Portfolios at any
time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian
is in actual possession of such foreign securities or property and (ii) the
Custodian receives Proper Instructions with regard to the exercise of any such
right or power, and both (i) and (ii) occur at least three business days prior
to the date on which the Custodian is to take action to exercise such right or
power.
4.10. Liability of Foreign Sub-Custodians.
Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian
shall require the Foreign Sub-Custodian to exercise reasonable care in the
performance of its duties, and, to the extent possible, to indemnify, and hold
harmless, the Custodian from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the Foreign Sub-
Custodian's performance of such obligations. At the Fund's election, the
Portfolios shall be entitled to be subrogated to the rights of the Custodian
with respect to any claims against a Foreign Sub-Custodian as a consequence of
any such loss, damage, cost, expense, liability or claim if and to the extent
that the Portfolios have not been made whole for any such loss, damage, cost,
expense, liability or claim.
4.11. Tax Law.
The Custodian shall have no responsibility or liability for any obligations now
or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian
of the Portfolios by the tax law of the United States or of any state or
political subdivision thereof. It shall be the responsibility of the Fund to
notify the Custodian of the obligations imposed on the Fund with respect to the
8
Portfolios or the Custodian as custodian of the Portfolios by the tax law of
countries other than those mentioned in the above sentence, including
responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Fund with respect to any claim for exemption or
refund under the tax law of countries for which the Fund has provided such
information.
4.12. Liability of Custodian.
Except as may arise from the Custodian's own negligence or willful misconduct or
the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be
without liability to the Fund for any loss, liability, claim or expense
resulting from or caused by anything which is part of Country Xxxx.
The Custodian shall be liable for the acts or omissions of a Foreign Sub-
Custodian to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities System, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism, or any other loss where the Foreign Sub-Custodian has
otherwise acted with reasonable care.
11. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If the Custodian is delegated the responsibilities of
Foreign Custody Manager pursuant to the terms of Section 3.2.1 hereof,
in the event of any conflict between the provisions of Articles 3 and 4
hereof, the provisions of Article 3 shall prevail.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK and TRUST
COMPANY
/s/ Xxxxxxx X. XxXxxxxx /s/ Xxxxxx X. Xxxxx
----------------------- -------------------
Xxxxxxx X. XxXxxxxx Xxxxxx X. Xxxxx
V.P. & Associate Counsel Vice Chairman and Chief
Operating Officer
WITNESSED BY: EACH FUND LISTED ON SCHEDULE D
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxx
--------------- -------------
Xxxx Xxxxxx Xxxx Xxxx
Administrative Asst. EVP/Program Management
9
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Ban der Osterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai
Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Benin via Societe Generale de Banques en Cote
d'Ivoire, Abidjan, Ivory Coast
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N.A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Burkina Faso via Societe Generale de Banques en Cote
d'Ivoire, Abidjan, Ivory Coast
Canada State Street Trust Company Canada
Chile BankBoston, V.A.
People's Republic of China Hong Kong and Shanghai Banking Corporation
Limited, Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Ceskoslovenski Obchodni Banka, A.S.
10
Denmark Danske Bank A/S
Ecuador Citibank, N.A.
Egypt HSBC Bank Egypt S.A.E (as delegate of the
Hongkong and Shanghai Banking Corporation
Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas Securities Services, S.A,
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Guinea-Bissau via Societe Generale de Banques en Cote
d'Ivoire, Abidjan, Ivory Coast
Hong Kong Standard Chartered Bank
Hungary Citibank Rt. (converting to Bank Austria
Creditanstalt Rt August 10, 2001)
Iceland Icebank Ltd.
India Deutsche Bank AG
Hongkong and Shanghai Banking Corporation
Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant Bank Ltd.
Japan The Fuji Bank, Limited Sumitomo Mitsui
Banking Corporation
Jordan HSBC Bank Middle East (as delegate of Hongkong
and Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
Kenya Barclays Bank of Kenya Limited
11
Republic of Korea Hongkong and Shanghai Banking
Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East (as delegate of the
Hongkong and Shanghai Banking Corporation
Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mali via Societe Generale de Banques en Cote
d'Ivoire, Abidjan, Ivory Coast
Mauritius Hongkong and Shanghai Banking Corporation
Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited
Netherlands Fortis Bank (Nederland) N.V.
New Zealand Westpac Banking Corporation
Niger via Societe General de Banques en Cote
d'Ivoire, Abidjan, Ivory Coast
Nigeria Stanbic Merchant Bank Nigeria Limited
Norway Christiania Bank og Kreditkasse ASA
Oman HSBC Bank Middle East (as delegate of the
Hongkong and Shanghai Banking Corporation
Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East (as delegate of the
Hongkong and Shanghai Banking Corporation
Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawie S.A.
Portugal Banco Comercial Portugues
12
Qatar HSBC Bank Middle East (as delegate of the
Hongkong and Shanghai Banking Corporation
Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow
(as delegate of Credit Suisse First
Boston - Zurich)
Senegal via Societe Generale de Banques en Cote
d'Ivoire, Abidjan, Ivory Coast
Singapore The Development Bank of Singapore Limited
Slovak Republic Ceskoslovenska Obchodni Banka, A.S.
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka Hongkong and Shanghai Banking Corporation
Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Togo via Societe Generale de Banques en Cote
d'Ivoire, Abidjan, Ivory Coast
Trinidad Republic Bank Limited & Tobago
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Arab HSBC Bank Middle East Emirates
(as delegate of the Hongkong and Shanghai
Banking Corporation Limited)
United Kingdom State Street Bank and Trust Company,
London Branch
Uruguay BankBoston, N.A.
13
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai Banking Corporation
Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
14
SCHEDULE B
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
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 Virements de Titres, S.A.
Banque Nationale de Belgique
Benin Depositaire Central - Banque de Reglement
Brazil Companhia Brasileira de Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia
(SELIC)
Central de Custodia e de Liquidacao
Financeira de Titulos Privados (CETIP)
Bulgaria Central Depository AD
Bulgarian National Bank
Burkina Faso Depositaire Central - Banque de Reglement
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores SA.
People's Republic Shanghai Securities Central Clearing &
Of China Registration Corporation
Shenzhen Securities Central Clearing Co., Ltd.
Colombia Deposito Centralizado de Valores
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
15
Czech National Bank
Denmark Vaerdipapircentralen (Danish Securities
Center)
Egypt Misr for Clearing, Settlement, and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities Depository
France Euroclear France
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece, System for Monitoring
Transactions in Securities in Book-Entry
Form
Apothetirion Titlon AE - Central Securities
Depository
Guinea-Bissau Depositaire Central - Banque de Reglement
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Unit
Hungary Kozponti Elszamolohaz es Ertektar (Budapest)
Rt. (KELER)
Iceland Iceland Securities Depository Limited
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd.
(TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center (JASDEC)
Bank of Japan Net System
16
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
(Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia, Scripless Securities
Trading and Safekeeping System
Mali Depositaire Central - Banque de Reglement
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL (Instituto para el Deposito de
Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities Depository
Limited
Niger Depositaire Central - Banque de Reglement
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central
Securities Depository)
Oman Muscat Depository & Securities Registration
Company, SAOC
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a
department of the Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones, Institucion
de Compensacion y Liquidacion de Valores S.A.
17
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities (XXXX) of the
Bureau of Treasury
Poland National Depository of Securities (Krajowy
Depozyt Papierow Wartoiciowych SA) Central
Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR),
a department of the Doha Securities Market
Romania National Securities Clearing, Settlement
and Depository Company
Bucharest Stock Exchange Registry Division
National Bank of Romania
Russia Vneshtorgbank, Bank for Foreign Trade of the
Russian Federation
Senegal Depositaire Central - Banque de Reglement
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited
Share Transactions Totally Electronic
(STRATE) Ltd.
Spain Servicio de Compensacion y Liquidacion
de Valores, S.A.
Banco de Espana, Central de Anotaciones
en Cuenta
SriLanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB (Swedish
Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Co., Ltd.
18
Thailand Thailand Securities Depository Company Limited
Togo Depositaire Central - Banque de Reglernent
Tunisia Societe Tunisienne Interprofessionelle pour
La Compensation et de Depots des Valeurs
Mobiliere
Turkey Takas ve Saklama Bankasi A.S. (TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
Mizhregionalny Fondovy Souz
United Arab Emirates Clearing and Depository System,
a department of the Dubai Financial Market
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
TRANSNATIONAL
Euroclear
Clearstream Banking AG
19
SCHEDULE C
MARKET INFORMATION
--------------------------------------------------------------------------------
Publication/Type of Information Brief Description
------------------------------- -----------------
(scheduled frequency)
--------------------------------------------------------------------------------
The Guide to Custody in World Markets An overview of settlement and
(hardcopy annually and regular website safekeeping procedures, custody
updates) practices procedures, and foreign
investor considerations for the markets
in which State Street offers custodial
services.
--------------------------------------------------------------------------------
Global Custody Network Review Information relating to Foreign Sub-
----------------------------- Custodians in State Street's Global
(annually) Street's Global Custody Network. The
Review stands as an integral part of
the materials that State Street
provides to its U.S. mutual fund
clients to assist them in complying
with SEC Rule 17f-5. The Review also
gives insight into State Street's
market expansion and Foreign Sub-
Custodian selection processes, as well
as the procedures and controls used to
monitor the financial condition and
performance of our Foreign SubCustodian
banks
--------------------------------------------------------------------------------
Securities Depository Review Custody risk analyses of the Foreign
---------------------------- Securities Depositories presently
(annually) operating in Network markets. This
publication is an integral part of the
materials that State Street provides to
its U.S. mutual fund clients to meet
informational obligations created by
SEC Rule 17f-7.
--------------------------------------------------------------------------------
Global Legal Survey With respect to each market in which
------------------- State Street offers custodial services,
(annually) opinions relating to whether local law
restricts (i) access of a fund's
independent public accountants to books
and records of a Foreign Sub-Custodian
or Foreign Securities System, (ii) a
fund's ability to recover in the event
of bankruptcy or insolvency of a
foreign Sub-Custodian or Foreign
Securities System, (iii) a fund's
ability to recover in the event of a
loss by a Foreign Sub-Custodian or
Foreign Securities System, and (iv)
the ability of a foreign investor to
convert cash and cash equivalents to
U.S. dollars.
20
--------------------------------------------------------------------------------
Subcustodian Agreements Copies of the contracts that State
----------------------- Street has entered into with each
(annually) Foreign Sub-Custodian that maintains
U.S. mutual fund assets in the markets
in which State Street offers custodial
services.
--------------------------------------------------------------------------------
Global Market Bulletin Information on changing settlement and
---------------------- custody conditions in markets where,
(daily or as necessary) State Street offers custodial services.
Includes changes in market and tax
regulations, depository developments,
dematerialization information, as well
as other market changes that may impact
State Street's clients.
--------------------------------------------------------------------------------
Foreign Custody Advisories For those markets where State Street
(as necessary) offers custodial services that exhibit
special risks or infrastructures
impacting custody, State Street issues
market advisories to highlight those
unique market factors which might
impact our ability to offer recognized
custody service levels.
--------------------------------------------------------------------------------
Material Change Notices Informational letters and accompanying
(presently on a quarterly basis or as materials confirming State Street's
otherwise necessary) foreign custody arrangements, including
a summary of material changes with
Foreign Sub-Custodians that have
occurred during the previous quarter.
The notices also identify any material
changes in the custodial risks
associated with maintaining assets with
Foreign Securities Depositories.
--------------------------------------------------------------------------------
21
Schedule D
--------------------------------------------------------------------------------
Fund Name Execution Date Date of Declaration of
Trust*
--------------------------------------------------------------------------------
CASH ACCUMULATION TRUST 12-Dec-97 27-Apr-84
Liquid Assets Fund
National Money Market
Fund
--------------------------------------------------------------------------------
COMMAND GOVERNMENT FUND 1-Jul-90 18-Aug-81
--------------------------------------------------------------------------------
COMMAND MONEY FUND 1-Jul-90 5-Jun-81
--------------------------------------------------------------------------------
COMMAND TAX-FREE FUND 1-Jul-90 5-Jun-81
--------------------------------------------------------------------------------
DUFF & XXXXXX UTILITIES 21-Nov-91
TAX-FREE INCOME FUND,
INC.
--------------------------------------------------------------------------------
FIRST FINANCIAL FUND, 1-May-86
INC.
--------------------------------------------------------------------------------
GLOBAL UTILITY FUND, INC. 21-Dec-89
--------------------------------------------------------------------------------
XXXXXXXX-XXXXXXXXX FUND, 10-Apr-87
INC.
Xxxxxxxx-Xxxxxxxxx
Growth Equity Fund
--------------------------------------------------------------------------------
PRUDENTIAL CALIFORNIA 1-Aug-90 18-May-84
MUNICIPAL FUND
California Series
California Income Series
California Money Market
Series
--------------------------------------------------------------------------------
PRUDENTIAL CORE INVESTMENT 23-Apr-99 25-May-99
FUND
Short-Term Bond Series
Short-Term Municipal
Bond Series
National Municipal Money
Market Series
Taxable Money Market
Series
Government Money Market
Series
Treasury Money Market
Series
--------------------------------------------------------------------------------
PRUDENTIAL DIVERSIFIED 2-Sep-98 29-Jul-98
FUNDS
Prudential Diversified
Conservative Growth Fund
Prudential Diversified
Moderate Growth Fund
Prudential Diversified
High Growth Fund
--------------------------------------------------------------------------------
PRUDENTIAL EQUITY FUND, 1-Aug-90
INC.
--------------------------------------------------------------------------------
PRUDENTIAL EUROPE GROWTH 31-May-99
FUND, INC.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------
* if applicable
22
--------------------------------------------------------------------------------
PRUDENTIAL GLOBAL TOTAL 5-Sep-90
RETURN FUND, INC./1/
--------------------------------------------------------------------------------
PRUDENTIAL GOVERNMENT 31-Jul-90
INCOME FUND, INC./2/
--------------------------------------------------------------------------------
PRUDENTIAL GOVERNMENT 26-Jul-90 22-Sep-81
SECURITIES TRUST
Money Market Series
Short-Intermediate
Term Series
US Treasury Money Market
Series
--------------------------------------------------------------------------------
PRUDENTIAL HIGH YIELD 26-Jul-90
FUND, INC.
--------------------------------------------------------------------------------
PRUDENTIAL HIGH YIELD 30-May-97
TOTAL RETURN FUND, INC.
--------------------------------------------------------------------------------
PRUDENTIAL INDEX SERIES 24-Sep-97 11-May-92
FUND/3/
Prudential Bond Market
Index Fund
Prudential Europe Index
Fund
Prudential Pacific Index
Fund
Prudential Small-Cap
Fund
Prudential Stock Index
Fund
--------------------------------------------------------------------------------
PRUDENTIAL INSTITUTIONAL 20-Nov-87
LIQUIDITY PORTFOLIO, INC.
Institutional Money
Market Series
--------------------------------------------------------------------------------
PRUDENTIAL INTERNATIONAL 16-Jan-96
BOND FUND, INC./4/
--------------------------------------------------------------------------------
PRUDENTIAL MONEYMART 25-Jul-90
ASSETS, INC.
--------------------------------------------------------------------------------
PRUDENTIAL MUNICIPAL BOND 25-Aug-87 3-Nov-86
FUND
High Income Series
Insured Series
--------------------------------------------------------------------------------
PRUDENTIAL MUNICIPAL 1-Aug-90 18-May-84
SERIES FUND
Florida Series
New Jersey Series
New York Series
Pennsylvania Series
Connecticut Money
Market Series
Massachusetts Money
Market Series
New Jersey Money Market
Series
--------------------------------------------------------------------------------
---------------------------
/1/ formerly Global Total Return Fund, Inc.
/2/ formerly Prudential Government Plus Fund, Inc.
/3/ formerly Prudential Institutional Fund
/4/ formerly The Global Government Plus Fund, Inc.
23
--------------------------------------------------------------------------------
New York Money Market
Series
--------------------------------------------------------------------------------
PRUDENTIAL NATIONAL 26-Jul-90
MUNICIPALS FUNDS, INC.
--------------------------------------------------------------------------------
PRUDENTIAL NATURAL 18-Sep-87
RESOURCES FUND, INC.
--------------------------------------------------------------------------------
PRUDENTIAL PACIFIC 16-Jul-92
GROWTH FUND, INC.
--------------------------------------------------------------------------------
PRUDENTIAL REAL ESTATE 18-Feb-98
SECURITIES FUND
--------------------------------------------------------------------------------
PRUDENTIAL SECTOR FUNDS, 14-May-99
INC./5/
Prudential Financial
Services Fund
Prudential Health
Sciences Fund
Prudential Technology
Fund
Prudential Utility Fund
--------------------------------------------------------------------------------
PRUDENTIAL SHORT-TERM 25-Jul-89
CORPORATE BOND FUND,
INC./6/
--------------------------------------------------------------------------------
PRUDENTIAL SMALL COMPANY 26-Jul-90
FUND, INC./7/
--------------------------------------------------------------------------------
SPECIAL MONEY MARKET 12-Jan-90
FUND, INC./8/
--------------------------------------------------------------------------------
PRUDENTIAL TAX-FREE MONEY 26-Jul-90
FUND, INC.
--------------------------------------------------------------------------------
PRUDENTIAL TAX-MANAGED 8-Dec-98 17-Sep-98
FUNDS/9/
Prudential Tax-Managed
Equity Fund
--------------------------------------------------------------------------------
PRUDENTIAL TAX-MANAGED 1-Aug-97
SMALL CAP FUND, INC./10/
--------------------------------------------------------------------------------
PRUDENTIAL TOTAL RETURN 3-Jan-95
BOND FUND, INC./11/
--------------------------------------------------------------------------------
PRUDENTIAL 20/20 FOCUS 14-Apr-98
FUND
--------------------------------------------------------------------------------
PRUDENTIAL U.S. EMERGING 21-Oct-96
GROWTH FUND, INC.
--------------------------------------------------------------------------------
PRUDENTIAL VALUE FUND 6-Jan-87 19-Sep-86
--------------------------------------------------------------------------------
PRUDENTIAL WORLD FUND, 7-Jun-90
INC./12/
Prudential Global Growth
Fund/13/
Prudential International
Value Fund/14/
Prudential Xxxxxxxx
--------------------------------------------------------------------------------
---------------------
/5/ formerly Prudential Utility Fund, Inc.
/6/ formerly Prudential Structured Maturity Fund, Inc.
/7/ formerly Prudential Growth Opportunity Fund, Inc. and Prudential Small
Company Value Fund, Inc.
/8/ formerly Prudential Special Money Market Fund, Inc.
/9/ formerly Prudential Tax-Managed Equity Fund
/10/ formerly Prudential Small Cap Quantum Fund, Inc.
/11/ formerly Prudential Diversified Bond Fund, Inc.
24
--------------------------------------------------------------------------------
International Growth
Fund
--------------------------------------------------------------------------------
STRATEGIC PARTNERS SERIES 1-Mar-00 1-Feb-00
Strategic Partners
Focused Growth Fund
Strategic Partners
Focused Value Fund
Strategic Partners New
Era Growth Fund
--------------------------------------------------------------------------------
TARGET FUNDS 25-Aug-99 8-Jul-99
International Equity
Fund
Large Capitalization
Growth Fund
Large Capitalization
Value Fund
Small Capitalization
Growth Fund
Small Capitalization
Value Fund
Total Return Bond Fund
--------------------------------------------------------------------------------
THE ASIA PACIFIC FUND, 24-Apr-87
INC.
--------------------------------------------------------------------------------
THE HIGH YIELD INCOME 6-Nov-87
FUND, INC.
--------------------------------------------------------------------------------
THE HIGH-YIELD PLUS FUND, 15-Mar-88
INC.
--------------------------------------------------------------------------------
THE PRUDENTIAL INVESTMENT 27-Oct-95
PORTFOLIOS FUNDS, INC./15/
Prudential Active
Balance Fund
Prudential Xxxxxxxx
Equity Opportunity
Fund/16/
Prudential Xxxxxxxx
Growth Fund
--------------------------------------------------------------------------------
THE TARGET PORTFOLIO 9-Nov-92 29-Jul-92
TRUST
Large Capitalization
Growth Portfolio
Large Capitalization
Value Portfolio
Small Capitalization
Growth Portfolio
Small Capitalization
Value Portfolio
International Equity
Portfolio
International Bond
Portfolio
--------------------------------------------------------------------------------
-------------------------
/12/ formerly Prudential Global Fund, Inc.
/13/ formerly Global Series
/14/ formerly International Stock Series
/15/ formerly Prudential Xxxxxxxx Series Fund, Inc.
/16/ formerly Prudential Xxxxxxxx Growth and Income Fund
25
--------------------------------------------------------------------------------
Total Return Bond
Portfolio
Intermediate-Term Bond
Portfolio
Mortgage Backed
Securities Portfolio
US Government Money
Market Portfolio
--------------------------------------------------------------------------------
26
