AGREEMENT BETWEEN JPMORGAN CHASE BANK AND EACH OF THE INVESTMENT COMPANIES LISTED ON SCHEDULE A ATTACHED HERETO
AGREEMENT BETWEEN
JPMORGAN CHASE BANK
AND
EACH OF THE INVESTMENT COMPANIES
LISTED ON SCHEDULE A ATTACHED HERETO
TABLE OF CONTENTS
ARTICLE I. DEFINED TERMS | 1 | |
Section 1.01. | "Account" | 1 |
Section 1.02. | "Affiliate" | 2 |
Section 1.03. | "Agreement" | 2 |
Section 1.04. | "Authorized Person(s)" | 2 |
Section 1.05. | "Bank Account" | 2 |
Section 1.06. | "Banking Institution" | 2 |
Section 1.07. | "Board" | 2 |
Section 1.08. | "Business Xxx" | 0 |
Section 1.09. | "Commission" | 2 |
Section 1.10. | "DR" | 3 |
Section 1.11. | "Domestic Subcustodian" | 3 |
Section 1.12. | "Eligible Securities Depository" | 3 |
Section 1.13. | "Foreign Subcustodian" | 3 |
Section 1.14. | "Fund" | 3 |
Section 1.15. | "Institutional Client" | 4 |
Section 1.16. | "Interest Bearing Deposits" | 4 |
Section 1.17. | "Investment Company Act" | 4 |
Section 1.18. | "Loans" | 4 |
Section 1.19. | "Overdraft" | 4 |
Section 1.20. | "Overdraft Notice" | 4 |
Section 1.21. | "Person" | 4 |
Section 1.22. | "Procedural Agreement" | 4 |
Section 1.23. | "Proper Instructions" | 4 |
Section 1.24. | "Property" | 5 |
Section 1.25. | "Securities System" | 5 |
Section 1.26. | "Segregated Account" | 5 |
Section 1.27. | "Series" | 6 |
Section 1.28. | "Shareholder Servicing Agent" | 6 |
Section 1.29. | "Shares" | 6 |
Section 1.30. | "Subcustodian" | 6 |
Section 1.31. | "Terminating Fund" | 6 |
ARTICLE II. APPOINTMENT OF CUSTODIAN | 6 | |
ARTICLE III. POWERS AND DUTIES OF CUSTODIAN | 7 | |
Section 3.01. | Safekeeping | 7 |
Section 3.02. | Manner of Holding Securities | 7 |
Section 3.03. | Security Purchases and Sales | 9 |
Section 3.04. | Exchanges of Securities | 11 |
Section 3.05. | Depositary Receipts | 12 |
Section 3.06. | Exercise of Rights; Tender Offers | 12 |
Section 3.07. | Stock Dividends, Rights, Etc | 13 |
Section 3.08. | Options | 13 |
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Section 3.09. | Futures Contracts | 14 |
Section 3.10. | Borrowings | 14 |
Section 3.11. | Interest Bearing Deposits | 16 |
Section 3.12. | Foreign Exchange Transactions | 16 |
Section 3.13. | Securities LoanS | 17 |
Section 3.14. | Collections | 18 |
Section 3.15. | Dividends, Distributions and Redemptions | 19 |
Section 3.16. | Proceeds From Shares Sold | 19 |
Section 3.17. | Proxies, Notices, Etc | 20 |
Section 3.18. | Bills and Other Disbursements | 20 |
Section 3.19. | Nondiscretionary Functions | 20 |
Section 3.20. | Bank Accounts | 20 |
Section 3.21. | Deposit of Fund Assets in Securities Systems | 21 |
Section 3.22. | Maintenance of Assets in Underlying Fund Systems | 23 |
Section 3.23. | Other Transfers | 24 |
Section 3.24. | Establishment of Segregated Account(s) | 24 |
Section 3.25. | Custodian's Books and Records | 24 |
Section 3.26. | Opinion of Fund's Independent Certified Public Accountants | 26 |
Section 3.27. | Reports by Independent Certified Public Accountants | 26 |
Section 3.28. | Overdrafts | 26 |
Section 3.29. | Reimbursement for Advances | 28 |
Section 3.30. | Claims | 28 |
Article Iv. Proper Instructions and Related Matters | 28 | |
Section 4.01. | Proper Instructions | 28 |
Section 4.02. | AUthorized Persons | 29 |
Section 4.03. | Persons Having Access to Assets of the Fund or Series | 30 |
Section 4.04. | Actions of Custodian Based On Proper Instructions | 30 |
ARTICLE V. SUBCUSTODIANS | 30 | |
Section 5.01. | Domestic Subcustodians | 30 |
Section 5.02. | Foreign Subcustodians | 31 |
Section 5.03. | Termination of a Subcustodian | 31 |
Section 5.04 | Eligible Securities Depositories | 31 |
ARTICLE VI. STANDARD OF CARE; INDEMNIFICATION | 33 | |
Section 6.01. | Standard of Care | 33 |
Section 6.02. | Liability of Custodian for Actions of Other Persons | 36 |
Section 6.03. | IndemnificatioN | 37 |
Section 6.04. | Fund's Right to Proceed | 40 |
ARTICLE VII. COMPENSATION | 40 | |
ARTICLE VIII. TERMINATION | 41 | |
Section 8.01. | Termination of Agreement as to One or More Funds | 39 |
Section 8.02. | Termination as to One or More Series | 42 |
ARTICLE IX. MISCELLANEOUS | 43 | |
Section 9.01. | Execution of Documents, Etc | 43 |
Section 9.02. | Representative Capacity; Nonrecourse Obligations | 43 |
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Section 9.03. | Several Obligations of the Funds and the Series | 44 |
Section 9.04. | Representations and Warranties | 44 |
Section 9.05. | Entire Agreement | 45 |
Section 9.06. | Waivers and Amendments | 46 |
Section 9.07. | Interpretation | 46 |
Section 9.08. | Captions | 47 |
Section 9.09. | Governing Law | 47 |
Section 9.10. | Notices | 47 |
Section 9.11. | Assignment | 47 |
Section 9.12. | Counterparts | 48 |
Section 9.13. | Confidentiality; Survival of Obligations | 48 |
Section 9.14. | Shareholder Communications | 48 |
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CUSTODIAN AGREEMENT
AGREEMENT made this 26th day of October, 2001 between each of the investment companies listed on Schedule A hereto, as the same may be amended from time to time and JPMorgan Chase Bank (the "Custodian").
ARTICLE I.
DEFINED TERMS
The following terms are defined as follows:
Section 1.01. "Account" shall mean an account of the Custodian established at a bank, Securities System or Subcustodian (as defined in Sections 1.25 and 1.30, respectively), which
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shall include only Property (as defined in Section 1.24) held as custodian or otherwise for a Fund or a series of a Fund. To the extent required by law or in accord with standard industry practice in a particular market, an Account may be an omnibus account in the name of the Custodian or its nominee provided that the records of the Custodian shall indicate at all times the Fund or other customer for which Property is held in such Account and the respective interests therein.
Section 1.02. "Affiliate" shall mean any entity that controls, is controlled by, or is under common control with any other entity.
Section 1.03. "Agreement" shall mean this agreement between each of the Funds and the Custodian and all current or subsequent schedules and appendices hereto.
Section 1.04. "Authorized Person(s)" shall mean all persons authorized in writing by each Fund to give Proper Instructions (as defined in Section 1.23) or any other notice, request, direction, instruction, certificate or instrument on behalf of a Fund or a series thereof.
Section 1.05. "Bank Account" shall mean any demand deposit bank account (provided that demand may not be made by check), which will be an interest bearing bank account where permitted by law and agreed between the Custodian and a Fund, held on the books of the Custodian or a Subcustodian for the account of a Fund or a series of a Fund.
Section 1.06. "Banking Institution" shall mean a bank or trust company, including the Custodian, any Subcustodian or any subsidiary or Affiliate of the Custodian.
Section 1.07. "Board" shall mean the Board of Directors or Trustees, as applicable, of a Fund.
Section 1.08. "Business Day" shall mean any day on which the New York Stock Exchange or the Custodian is open for business that is not a Saturday or Sunday.
Section 1.09. "Commission" shall mean the U.S. Securities and Exchange Commission.
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Section 1.10. "DR" shall mean an American Depositary Receipt, European Depositary Receipt, or Global Depositary Receipt or similar instrument issued by a depositary to represent the underlying securities held by the depositary.
Section 1.11. "Domestic Subcustodian" shall mean any bank as defined in Section 2(a)(5) of the Investment Company Act (as defined in Section 1.17) meeting the requirements of a custodian under Section 17(f) of the Investment Company Act and the rules and regulations thereunder, that acts on behalf of one or more Funds, or on behalf of the Custodian as custodian for one or more Funds, as a Subcustodian for purposes of holding cash, securities and other assets of such Funds and performing other functions of the Custodian within the United States.
Section 1.12. "Eligible Securities Depository" shall mean a system for the central handling of securities as defined in Rule 17f-4 under the Investment Company Act that meets the requirements of an "eligible securities depository" under Rule 17f-7 under the Investment Company Act, as such may be amended or interpreted from time to time by the Commission.
Section 1.13. "Foreign Subcustodian" shall mean (i) any bank, trust company, or other entity meeting the requirements of an "eligible foreign custodian" under the rules and regulations under Section 17(f) of the Investment Company Act or by order of the Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the Investment Company Act meeting the requirements of a custodian under Section 17(f) of the Investment Company Act and the rules and regulations thereunder to act on behalf of one or more Funds as a Subcustodian for purposes of holding cash, securities and other assets of such Fund(s) and performing other functions of the Custodian in countries other than the United States.
Section 1.14. "Fund" shall mean any registered, open-end or closed-end investment company listed on Schedule A hereto as it shall be amended from time to time. Collectively, they shall be referred to as the "Funds."
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Section 1.15. "Institutional Client" shall mean a major commercial bank, corporation, insurance company, or substantially similar institution that purchases or sells securities and makes substantial use of custodial services.
Section 1.16. "Interest Bearing Deposits" shall mean interest bearing fixed term and call deposits.
Section 1.17. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.
Section 1.18. "Loans" shall mean corporate loans or participation interests therein, or assignments thereof.
Section 1.19. "Overdraft" shall mean any payment or transfer of funds on behalf of a Fund or series of a Fund for which there are, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of such Fund or series thereof.
Section 1.20. "Overdraft Notice" shall mean any written notification of an Overdraft by facsimile transmission or any other such manner as a Fund and the Custodian may agree in writing.
Section 1.21. "Person" shall mean the Custodian or any Subcustodian or Securities System, or any Eligible Securities Depository used by any such Subcustodian, or any nominee of the Custodian or any Subcustodian.
Section 1.22. "Procedural Agreement" shall mean any futures margin procedural agreement among a Fund or series of a Fund, the Custodian and any futures commission merchant.
Section 1.23. "Proper Instructions" shall mean: (i) either a tested telex or a written (including, without limitation, facsimile transmission) request, direction, instruction or certification signed or initialed by or on behalf of the applicable Fund or series of a Fund by one
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or more Authorized Persons; (ii) a telephonic or other oral communication by one or more Authorized Persons; or (iii) a communication effected directly between an electro-mechanical or electronic device or system (including, without limitation, computers) by or on behalf of the applicable Fund that is transmitted in compliance with the security procedures established for such communications by the Custodian and the Fund; provided, however, that communications purporting to be given by an Authorized Person shall be considered Proper Instructions only if the Custodian reasonably believes such communications to have been given by an Authorized Person with respect to the transaction involved. Proper Instructions shall include all information necessary to permit the Custodian to fulfill its duties and obligations thereunder. Proper Instructions provided by facsimile transmission or under subsection (ii) shall be subject to a commercially reasonable authentication procedure, such as call back.
Section 1.24. "Property" shall mean any securities or other assets of a Fund or series that are accepted by the Custodian for safekeeping, or cash accepted by the Custodian for deposit on behalf of a Fund or series of a Fund.
Section 1.25. "Securities System" shall mean (i) the Depository Trust Company, including its Mortgage Backed Securities Division and/or (ii) any book-entry system as provided in (1) Subpart O of Treasury Circular Xx. 000, 00 XXX 000, (0) Xxxxxxx X of 31 CFR Part 350, (3) the book-entry regulations of federal agencies substantially in the form of Subpart O, (4) any other domestic clearing agency registered with the Commission under Section 17A of the Securities Exchange Act of 1934, as amended, which acts as a securities depository. Each such Securities System shall be approved by each Fund's Board.
Section 1.26. "Segregated Account" shall mean an account established for and on behalf of a Fund in which may be held Property that is maintained: (i) for the purposes set forth in Section 3.08, 3.09, and 3.10, hereof; (ii) for the purposes of compliance by the Fund with the
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procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Commission relating to the maintenance of Segregated Accounts by registered investment companies, or (iii) for any other lawful purposes as may be deemed necessary by the Fund.
Section 1.27. "Series" shall mean the one or more series of shares into which a Fund may be organized, each of which shall represent an interest in a separate portfolio of Property and shall include all of the existing and additional Series now or hereafter listed on Schedule A.
Section 1.28. "Shareholder Servicing Agent" shall mean a Fund's transfer agent or person performing comparable duties.
Section 1.29. "Shares" shall mean all classes of shares of a Fund or Series.
Section 1.30. "Subcustodian" shall mean any duly appointed Domestic Subcustodian or Foreign Subcustodian.
Section 1.31. "Terminating Fund" shall mean a Fund or Series that has terminated the Agreement with the Custodian or as to which the Custodian has terminated the Agreement, all in accordance with the provisions of Section 8.01.
ARTICLE II.
APPOINTMENT OF CUSTODIAN
Each Fund hereby appoints the Custodian as custodian and as Foreign Custody Manager for the term and subject to the provisions of this Agreement. Custodian's duties and obligations as Foreign Custody Manager and with respect to Eligible Securities Depositories shall be as set forth in this Agreement, including Schedule B hereto. Each Fund shall deliver to the Custodian or a Subcustodian, or shall cause to be delivered to the Custodian or a Subcustodian, Property
6
owned by such Fund and, where applicable, shall specify to which of its Series such Property is to be specifically allocated.
ARTICLE III.
POWERS AND DUTIES OF CUSTODIAN
With respect to Property of each Fund or Series, the Custodian shall have and perform the following powers and duties:
Section 3.02. Manner of Holding Securities.
(a) The Custodian shall at all times hold securities of each Fund or Series (i) by physical possession of the share certificates or other instruments representing such securities in registered or bearer form, or (ii) in book-entry form by a Securities System or by a transfer agent or registrar of another investment company (an "Underlying Fund System"), or (iii) with respect to Loans, by possession of all documents, certificates and other such instruments, including any schedule of payments ("Financing Documents") as are delivered to the Custodian.
(b) Upon receipt of Proper Instructions, the Custodian shall open an Account in the name of each Fund or Series and shall hold registered securities of each Fund or Series (i) in the name or any nominee name of the Custodian, a Subcustodian or the Fund, or (ii) in street name. In carrying out the foregoing obligation, the Custodian shall, to the extent permitted by law and, where Custodian deems it advisable based upon any legal advice Custodian has
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obtained with respect to a particular market and upon other factors the Custodian deems appropriate, hold registered securities of each Fund or Series in a manner that is appropriate to the Fund's tax domicile and that takes into consideration the best interests of the Fund with respect to regulatory matters relating to custody; and provided further that the Custodian shall, on an ongoing basis, provide accurate information to a Fund and such other persons as a Fund may designate with respect to the registration status of each Fund's securities, and an accurate record of securities held by each Fund and such Fund's respective interest therein.
(c) The Custodian may hold Property for all of its customers, including a Fund or Series, with any Foreign Subcustodian in an Account that is identified as belonging to the Custodian for the benefit of its customers or in a depository account, including an omnibus account, with an Eligible Securities Depository; provided, however, that (i) the records of the Custodian with respect to Property of any Fund or Series that are maintained in such Account or depository account shall identify such Property as belonging to the applicable Fund or Series and (ii) to the extent permitted and customary in the market in which the Account or depository account is maintained, the Custodian shall require that Property so held by a Foreign Subcustodian or Eligible Securities Depository be held separately from any assets of the Custodian or such Foreign Subcustodian.
(d) The Custodian shall send each Fund a written statement, advice or notification of any transfers of any Property of the Fund to or from an Account or an account at an Eligible Securities Depository (a "depository account"). Each such statement, advice or notification shall identify the Property transferred and the entity that has custody of the Property. Unless a Fund provides the Custodian with a written exception or objection to any such statement, advice or notification within ninety (90) days of Fund's receipt thereof, the Fund shall be deemed to have approved such statement, advice or notification. To the extent permitted by law and the terms of
8
this Agreement, the Custodian shall not be liable for the contents of any such statement, advice or notification that has been approved by a Fund.
Section 3.03. Security Purchases and Sales.
(a) Upon receipt of Proper Instructions, insofar as funds are available for the purpose, the Custodian shall pay for and receive securities purchased for the account of a Fund or Series, payment being made by the Custodian only: (i) upon receipt of the securities, certificates, or other acceptable evidence of ownership (1) by the Custodian, or (2) by a clearing corporation of a national securities exchange of which the Custodian is a member, (3) by a Securities System or (4) by an Underlying Fund System; or (ii) otherwise in accordance with (1) Proper Instructions, (2) applicable law, (3) generally accepted trading practices, or (4) the terms of any instrument representing the purchase. With respect to a clearing corporation or Securities System, securities may be held only with an entity approved by a Fund's Board. Notwithstanding the foregoing, in the case of U.S. repurchase agreements entered into by a Fund, the Custodian may release funds to a Securities System or to a Domestic Subcustodian prior to the receipt of advice from the Securities System or Domestic Subcustodian that the securities underlying such repurchase agreement have been transferred by book entry into the Account of the Custodian maintained with such Securities System or Domestic Subcustodian, so long as such payment instructions to the Securities System or Domestic Subcustodian require that the Securities System or Domestic Subcustodian may make payment of such funds to the other party to the repurchase agreement only upon transfer by book-entry of the securities underlying the repurchase agreement into the Account. In the case of time deposits, call account deposits, currency deposits, and other deposits, contracts or options pursuant to Sections 3.08, 3.09, 3.11
9
and 3.12, the Custodian may not make payment therefor without receiving an instrument or other document evidencing said deposit except in accordance with standard industry practice.
(b) Upon receipt of Proper Instructions, the Custodian shall make delivery of securities that have been sold for the account of a Fund or Series, but only: (i) against payment therefor (1) in the form of cash, by a certified check, bank cashier's check, bank credit, or bank wire transfer, (2) by credit to the Account of the Custodian with a clearing corporation of a national securities exchange of which the Custodian is a member, or (3) by credit to the Account of the Custodian with a Securities System subject to final end-of-day settlement in accordance with the rules of the applicable Securities System; or (ii) otherwise in accordance with (1) Proper Instructions, (2) applicable law, (3) generally accepted trading practices, or (4) the terms of any instrument representing the sale.
(c) In the case of the purchase or sale of securities the settlement of which occurs outside of the United States or the receipt of which and payment therefor take place in different countries, such securities shall be delivered and paid for in accordance with local custom and practice generally accepted by Institutional Clients in the applicable country or countries. In the case of securities held in physical form, if standard industry practice in the country so requires, such securities shall be delivered and paid for in accordance with "street delivery custom" to a broker or its clearing agent (for example, against delivery to the Custodian or a Subcustodian of a receipt for such securities) provided that the Custodian shall take reasonable steps (which shall not include the institution of legal proceedings except pursuant to Section 6.03(c)) in its discretion to seek to ensure prompt collection of the payment for, or the return of, such securities by the broker or its clearing agent, and provided further that the Custodian shall not be responsible for the selection of or the failure or inability to perform of such broker or its clearing agent.
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11
Upon receipt of Proper Instructions, the Custodian shall surrender DRs to the issuer thereof against a written receipt therefor adequately describing the DRs surrendered and written evidence satisfactory to the Custodian that the issuer of the DRs has acknowledged receipt of instructions to cause its depositary to deliver the securities underlying such DRs to a Subcustodian.
12
applicable Fund of such action in writing by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing.
13
such option transactions. Each Fund or Series (severally and not jointly) and the broker-dealer shall be responsible for the sufficiency of assets held in any Segregated Account established in compliance with applicable margin maintenance requirements and the performance of other terms of any option contract, or releases of the Commission or interpretive positions of the Commission staff.
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Account in compliance with applicable margin maintenance requirements and the performance of any futures contract or option on a futures contract in accordance with its terms.
With respect to Interest Bearing Deposits other than those accepted on the Custodian's books (i) the Custodian shall be responsible for the collection of income as set forth in Section
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3.14 and the transmission of cash and instructions to and from such Interest Bearing Deposit; and (ii) except upon the request of a Fund and as agreed by the Custodian, the Custodian shall have no duty with respect to the selection of the Banking Institution. So long as the Custodian acts in accordance with Proper Instructions, the Custodian shall have no responsibility for the failure of such Banking Institution to pay upon demand. As mutually agreed from time to time by a Fund and the Custodian, the Custodian shall be responsible for the prudent selection and monitoring of a Banking Institution. The Custodian shall not be liable for the insolvency of any Banking Institution that is not a branch or Affiliate of the Custodian. Upon receipt of Proper Instructions, the Custodian shall take such commercially reasonable actions as the applicable Fund deems necessary or appropriate to cause each such Interest Bearing Deposit to be insured to the maximum extent possible by all applicable deposit insurers including, without limitation, the Federal Deposit Insurance Corporation (it being understood and acknowledged that such deposits are not eligible for "pass-through" insurance).
Section 3.12. Foreign Exchange Transactions.
(a) Foreign Exchange Transactions Other Than as Principal. Upon receipt of Proper Instructions, the Custodian shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Fund or Series with such currency brokers or Banking Institutions as the applicable Fund or Series may determine and direct pursuant to Proper Instructions. The Custodian shall be responsible for the transmission of cash to and receipt of cash from the currency broker or Banking Institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements delivered to the Custodian or a Subcustodian evidencing or relating to such foreign exchange transactions and the maintenance of proper records as set forth in Section 3.25. Except as agreed upon in writing by the Custodian and a Fund from time to time, the Custodian
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shall have no duty under this Section 3.12(a) with respect to the selection of the currency brokers or Banking Institutions with which the Fund or a Series deals or, so long as the Custodian acts in accordance with Proper Instructions, for the failure of selected brokers or Banking Institutions to comply with the terms of any contract or option.
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day after receipt of collateral in the form of U.S. Government securities. To the extent the Custodian acts as lending agent for a Fund, each party's duties and obligations with respect to that arrangement will be governed by a separate written agreement mutually agreed upon by the Fund and the Custodian.
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limited to the collection of amounts of which Custodian has actual knowledge and that it is able, using commercially reasonable methods, to collect from the record holder of such securities. Subject to the provisions of any separate written agreement entered into by the Custodian and a Fund pursuant to Section 3.13, income due each Fund or Series on securities loaned shall be the responsibility of such Fund or Series, provided that the Custodian shall use all commercially reasonable methods to assist the Fund or Series to collect such income.
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as of specified times agreed upon from time to time by the applicable Fund or Series and the Custodian, in the amount received in payment for Shares which are deposited to the Accounts of each applicable Fund or Series.
(a) Accounts with the Custodian and any Subcustodians. The Custodian shall open and operate a Bank Account on the books of the Custodian or any Subcustodian or a Banking Institution other than the Custodian or any Subcustodian provided that such Bank Account(s) shall be in the name of the Custodian or a nominee of the Custodian, for the account of a Fund or Series, and shall be subject only to the draft or order of the Custodian; provided, however, that such Bank Accounts in countries other than the United States may be held in an Account of the Custodian containing only assets held by the Custodian as a fiduciary or custodian for customers, and provided further, that the records of the Custodian shall indicate at all times the Fund or other customer for which Property is held in such Account and the respective interests therein. Such Bank Accounts may be denominated in either U.S. Dollars or
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other currencies. The responsibilities of the Custodian to each applicable Fund or Series for deposits accepted on the Custodian's books in the United States shall be that of a U.S. bank for a similar deposit. The responsibilities of the Custodian to each applicable Fund or Series for deposits accepted on any Subcustodian's books shall be governed by the provisions of Section 6.01. ). Except upon the request of a Fund and as agreed by the Custodian, the Custodian shall have no duty with respect to the selection of a Banking Institution. As mutually agreed from time to time by a Fund and the Custodian, the Custodian shall be responsible for the prudent selection and monitoring of a Banking Institution. The Custodian shall not be liable for the insolvency of any Subcustodian or Banking Institution that is not a branch or Affiliate of the Custodian.
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(a) The Custodian may deposit and/or maintain Fund securities, either directly or through one or more Subcustodians appointed by the Custodian (provided that any such Subcustodian shall be qualified to act as a custodian of such Fund pursuant to the Investment Company Act and the rules and regulations thereunder), in a Securities System provided that such securities are represented in an Account of the Custodian or such Subcustodian in the Securities System, which Account shall not include any assets of the Custodian or Subcustodian other than assets held as a fiduciary, custodian, or otherwise for customers and shall be so designated on the books and records of the Securities System.
(b) The Securities System shall be obligated to comply with the directions of the Custodian or Subcustodian, as the case may be, with respect to the securities held in such Account.
(c) Each Fund or Series hereby designates the Custodian, or the Custodian's or Securities System's nominee, as the case may be, as the party in whose name or nominee name any securities deposited by the Custodian in the Account at the Securities System are to be registered.
(d) The books and records of the Custodian with respect to securities of a Fund or Series that are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund or Series.
(e) Upon receipt of Proper Instructions and subject to the provisions of Section 3.03, the Custodian shall pay for securities purchased for the account of any Fund or Series upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account of the Custodian, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of such Fund or Series. The Custodian shall transfer securities sold for the account of any Fund or Series upon (i) receipt of
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an advice from the Securities System that payment for such securities has been transferred to the Account of the Custodian, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of such Fund or Series. Copies of all advices from the Securities System of transfers of securities for the account of a Fund or Series shall identify the Fund or Series, be maintained for the Fund or Series by the Custodian or Subcustodian as referred to in Section 3.21(a), and be provided to the Fund or Series at its request. The Custodian shall furnish to each Fund or Series confirmation of each transfer to or from the account of such Fund or Series in the form of a written report or notice and shall furnish to each Fund or Series copies of daily transaction reports reflecting each day's transactions in the Securities System for the account of that Fund or Series on the next succeeding Business Day. Such transaction reports shall be delivered to each applicable Fund or Series, or any Subcustodian designated by such Fund or Series, pursuant to Proper Instructions by computer or in any other manner as such Fund or Series and the Custodian may agree in writing.
(f) The Custodian shall provide each Fund with any report obtained by the Custodian or Subcustodian as referred to in Section 3.21(a) on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System.
(g) Upon receipt of Proper Instructions, the Custodian shall terminate the use of any such Securities System on behalf of that Fund or Series as promptly as practicable and shall take all actions reasonably practicable to safeguard the securities of any Fund or Series maintained with such Securities System.
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securities so held and the Custodian reconciles those records against the book-entry records of the Underlying Fund System on a monthly basis.
Section 3.24. Establishment of Segregated Account(s). Upon receipt of Proper Instructions, the Custodian shall establish and maintain on its books a Segregated Account for and on behalf of a Fund or Series in which Segregated Account may be held Property of such Fund or Series, including securities maintained by the Custodian in a Securities System pursuant to Section 3.21 hereof, said Segregated Account to be maintained: (i) for the purposes set forth in Section 3.08, 3.09, and 3.10, hereof; (ii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666 (pub. avail. Apr. 18, 1979), or any subsequent release or releases of the Commission relating to the maintenance of Segregated Accounts by registered investment companies, or (iii) for any other lawful purposes as may be deemed necessary by the Fund.
24
Commission applicable to investment companies registered under the Investment Company Act, including, without limitation: (i) journals or other records of original entry containing a detailed and itemized daily record of all receipts and deliveries of securities (including certificate and transaction identification numbers, if any), and all receipts and disbursements of cash; (ii) ledgers or other records reflecting (1) securities in transfer, (2) securities in physical possession, (3) securities borrowed, loaned or collateralizing obligations of each Fund, (4) monies borrowed and monies loaned (together with a record of the collateral therefor and substitutions of such collateral), (5) dividends and interest received, (6) the amount of tax withheld by any person in respect of any collection made by the Custodian or any Subcustodian, and (7) the amount of reclaims or refunds for foreign taxes paid; and (iii) canceled checks and bank records related thereto. The Custodian shall keep such other books and records of each Fund or Series as such Fund or Series shall reasonably request and Custodian shall agree, which agreement shall not be unreasonably withheld. All such books and records maintained by the Custodian shall be maintained in a form acceptable to the applicable Fund or Series and in compliance with the rules and regulations of the Commission, including, but not limited to, books and records required to be maintained by Section 31(a) of the Investment Company Act and the rules and regulations from time to time adopted thereunder. All books and records maintained by the Custodian pursuant to this Agreement shall at all times be available upon reasonable prior notice during normal business hours for inspection and use by such Fund or Series and its agents, including, without limitation, its independent certified public accountants. Notwithstanding the preceding sentence, no Fund or Series shall take any actions or cause the Custodian to take any actions that would cause the Custodian, either directly or indirectly, to violate any applicable laws, regulations or orders.
25
26
interest from the date of the Overdraft to the date of payment in full by the applicable Fund at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to support on a temporary basis the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency cash needs not reasonably foreseeable by such Fund. The Custodian shall promptly provide an Overdraft Notice of any Overdraft by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing. If, pursuant to Proper Instructions, a Fund or Series requests the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or Series being liable for the payment of money or incurring liability in some other form, the Fund, or the Fund on behalf of a Series, shall, as a prerequisite to the Custodian agreeing to take such action, provide indemnity to the Custodian in an amount and form satisfactory to the Fund and the Custodian.
27
Property of such Fund or Series to the extent necessary to obtain reimbursement in full for the amount of such advance or payment. The security interest granted to the Custodian under this Section 3.29 shall apply to all advances provided by the Custodian to a Fund or Series, including Overdrafts as defined in Section 1.19 and intraday overdrafts that arise and are settled during the same Business Day, for the period during which any such advance remains outstanding.
ARTICLE IV.
PROPER INSTRUCTIONS AND RELATED
MATTERS
Section 4.01. Proper Instructions.
(a) Oral Communications. Proper Instructions in the form of oral communications shall be confirmed on the same day as such instructions are given by the applicable Fund or Series by tested telex or in a writing (including a facsimile transmission) signed or initialed by or on behalf of the applicable Fund or Series by one or more Authorized Persons, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reasonable reliance upon such oral instructions prior to the Custodian's receipt of
28
such confirmation. Each Fund and the Custodian are hereby authorized to record any and all telephonic or other oral instructions communicated to the Custodian.
(b) Form of Proper Instructions. Proper Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. Proper Instructions may be transmitted electronically or by computer, provided that a Fund or Series has followed any relevant security procedures agreed to from time to time by the Fund and the Custodian. Each Fund shall be responsible for safeguarding any testkeys, identification codes or other security devices that the Custodian makes available to the Fund. The Custodian shall be without liability for relying on any instruction, including any instruction transmitted via facsimile, that it reasonably believes to be a Proper Instruction.
(c) Address for Proper Instructions. Proper Instructions shall be delivered to the Custodian at the address and/or telephone, telecopy or telex number, or appropriate electronic address, agreed upon from time to time by the Custodian and the applicable Fund.
29
ARTICLE V.
SUBCUSTODIANS
The Custodian may, from time to time, in accordance with the relevant provisions of this Article V, select and appoint one or more Domestic Subcustodians and/or Foreign Subcustodians to act on behalf of a Fund or Series.
30
Domestic Subcustodians to hold and maintain Property of a Fund or a Series in the United States. The Custodian may also, at any time and from time to time, without instructions from a Fund or Series, appoint a Domestic Subcustodian; provided, that, the Custodian shall notify each applicable Fund in writing of the identity and qualifications of any proposed Domestic Subcustodian at least thirty (30) days prior to appointment of such Domestic Subcustodian, and such Fund may, in its sole discretion, by written notice to the Custodian executed by an Authorized Person disapprove of the appointment of such Domestic Subcustodian. If, following notice by the Custodian to each applicable Fund regarding appointment of a Domestic Subcustodian and the expiration of thirty (30) days after the date of such notice, such Fund shall have failed to notify the Custodian of its disapproval thereof, the Custodian may, in its discretion, appoint such proposed Domestic Subcustodian as its Subcustodian.
31
reasonable actions to ensure that each such Subcustodian performs all of its obligations in accordance with the terms and conditions of the subcustodian agreement between the Custodian and such Subcustodian. In the event that the Custodian determines that a Subcustodian has failed to substantially perform its obligations thereunder, the Custodian shall promptly notify each applicable Fund of such failure to perform. Upon receipt of Proper Instructions, the Custodian shall terminate a Subcustodian with respect to a Fund and either (i) select and appoint in its sole discretion a replacement Subcustodian in accordance with the provisions of Section 5.01 or Section 5.02, as the case may be, or (ii) determine in its sole discretion and inform the Fund in a timely manner that appropriate alternate arrangements are not available through the Custodian. In addition to the foregoing, the Custodian may, at any time in its discretion, upon written notification to each applicable Fund, terminate any Domestic Subcustodian or Foreign Subcustodian.
32
ARTICLE VI.
STANDARD OF CARE; INDEMNIFICATION
Section 6.01. Standard of Care.
33
work stoppages (except with respect to employees of the Custodian or a branch or affiliate of the Custodian), insurrection, revolution, acts of war or terrorism, or acts of God.
34
does not provide such Proper Instructions, the Custodian (both as to itself and with respect to any applicable Subcustodian) shall have no further obligations under this Section 6.01(d).
35
Section 6.02. Liability of Custodian for Actions of Other Persons.
(a) Domestic Subcustodians and Foreign Subcustodians. The Custodian shall be liable for the actions or omissions of any Domestic Subcustodian selected by the Custodian, or, subject to the provisions of the Rule 17f-5 Procedures and Guidelines included in Schedule B, any Foreign Subcustodian to the same extent as if such action or omission were performed by the Custodian itself. If a Fund directs the Custodian to appoint a specific Domestic Subcustodian, the Custodian shall, with respect to such Domestic Subcustodian, be responsible only for losses arising from its own negligence, fraud, willful default or willful misconduct. In the event of any loss, damage or expense suffered or incurred by a Fund caused by or resulting from the actions or omissions of any Domestic Subcustodian or Foreign Subcustodian for which the Custodian is liable, the Custodian shall reimburse such Fund in the amount of any such loss, damage or expense.
36
the 17f-7 Procedures and Guidelines included in Schedule B to this Agreement pursuant to the requirements of Rule 17f-7 under the Investment Company Act. The Custodian shall exercise reasonable care, diligence and prudence in carrying out its duties and responsibilities with respect to Eligible Securities Depositories.
Section 6.03. Indemnification.
37
event shall such indemnification be applicable to income, franchise or similar taxes that may be imposed or assessed against any Person.
38
indemnification in such form and detail as such Fund may reasonably request. With respect to the Custodian, if a Fund has acknowledged in writing its obligation to indemnify the Custodian, the Fund shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.
39
damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and, provided further, that if such Fund has not made an acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 6.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.
ARTICLE VII.
COMPENSATION
Each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund.
40
ARTICLE VIII.
TERMINATION
Section 8.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (i) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than sixty (60) days after the date of such delivery; (ii) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than sixty (60) days after the date of such delivery; or (iii) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 8.01 by any Fund, each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. In the event of a termination by a Fund or the Custodian, each Fund shall identify in any notice of termination or in a subsequent writing, a successor custodian or custodians to which the Property of the Terminating Fund shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that securities and other assets of such Terminating Fund remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian (i) the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such
41
securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect and (ii) the Custodian may (but shall be under no obligation to), upon 30 day's written notice to the Terminating Fund appoint a successor custodian provided that such successor custodian is eligible to hold the Terminating Fund's assets and the Terminating Fund shall not have objected to such appointment. In the event of the appointment of a successor custodian, it is agreed that the Property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Upon the transfer of the assets of a Terminating Fund to a successor custodian, the Custodian may deduct from such assets prior to the transfer an amount equal to the sum of any unpaid fees or expenses to which the Custodian is entitled by reason of its services as Custodian.
Section 8.02. Termination as to One or More Series. This Agreement may be terminated as to one or more Series of a Fund (but less than all Series) by delivery of an amended Schedule A deleting such Series pursuant to Section 9.06 hereof, in which case termination as to such deleted Series shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Schedule A which deletes one or more Series shall constitute a termination of this Agreement only with respect to such deleted Series, shall be governed by the preceding provisions of Section 8.01 as to the identification of a successor custodian and the delivery of Property of the Series so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Series set forth in Schedule A, as amended from time to time.
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ARTICLE IX.
MISCELLANEOUS
Section 9.01. Execution of Documents, Etc.
(a) Actions by each Fund. Upon request, each Fund shall execute and deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable in connection with the performance by the Custodian or any Subcustodian of their respective obligations to such Fund under this Agreement or any applicable subcustodian agreement with respect to such Fund, provided that the exercise by the Custodian or any Subcustodian of any such rights shall in all events be in compliance with the terms of this Agreement.
43
Section 9.03. Several Obligations of the Funds and the Series. With respect to any obligations of a Fund on its own behalf or on behalf of any of its Series arising out of this Agreement, including, without limitation, the obligations arising under Sections 3.28, 6.03, 6.04 and Article VII hereof, the Custodian shall look for payment or satisfaction of any obligation solely to the assets and property of the applicable Fund or Series to which such obligation relates as though each Fund had separately contracted with the Custodian by separate written instrument on its own behalf and with respect to each of its Series.
Section 9.04. Representations and Warranties.
44
under the laws of its jurisdiction of organization and qualifies to act as a custodian and foreign custody manager to open-end management investment companies or closed-end investment companies, as the case may be, under the provisions of the Investment Company Act; and (ii) the execution, delivery and performance by the Custodian of this Agreement are (1) within its power, (2) have been duly authorized by all necessary action, and (3) will not (a) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (b) violate any provision of the Custodian's corporate charter, or other organizational document, or bylaws, or any amendment thereof.
45
effect thirty (30) days after such delivery, unless otherwise agreed by the Custodian and each applicable Fund in writing; (ii) Schedule B setting forth the 17f-5/17f-7 Procedures and Guidelines may be amended only by an instrument in writing executed by each applicable Fund and the Custodian; (iii) Schedule C setting forth the Custodian's duties and obligations with respect to tax services may be amended only by an instrument in writing executed by each applicable Fund and the Custodian; (iv) Schedule D setting forth the Custodian's duties and obligations with respect to proxy services may be amended only by an instrument in writing executed by each applicable Fund and the Custodian; (v) Schedule E relating to claims may be amended only by an instrument in writing executed by each applicable Fund and the Custodian; and (vi) Schedule F setting forth the foreign subcustodian bank network used by each Fund or Series may be amended by the Custodian at any time upon prompt written notice to each applicable Fund.
46
1. If to any Fund: | |
c/x Xxxxxxx Xxxxx Investment Managers, L.P. 000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Attn: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telefax: (000) 000-0000 |
2. If to the Custodian: | |
JPMorgan Chase Bank 0 Xxxxx XxxxxXxxx Xxxxxx - 00xx Xxxxx Xxxxxxxx, XX 00000 |
Attn: Xxxxxx Xxxxxx Telephone: (000) 000-0000 Telefax: (000) 000-0000 |
or to such other address as a Fund or the Custodian may have designated in writing to the other.
47
Fund may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.
48
securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether the Fund authorizes the Custodian to provide the Fund's name, address, and share position to requesting companies whose stock the Fund owns. If a Fund tells the Custodian "no," the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. Please indicate below whether the Funds consent or object by checking one of the alternatives below
YES [ ] The Custodian is authorized to release each Fund's name, address, and share positions.
NO [ ] The Custodian is not authorized to release each Fund's name, address, and share positions.
- SIGNATURES FOLLOW -
49
Each of the Investment Companies Listed
on Schedule A Attached Hereto |
JPMorgan Chase Bank | |||
By: | By: | |||
Name: | Name: | |||
Title: | Title: | |||
Date: | Date: |
50
Schedule A
The JPMorgan Chase Bank | |
Corporate High Yield Fund, Inc. | |
Mercury Global Holdings Fund, Inc. | |
Mercury QA Equity Series, Inc.: | |
Mercury QA International Fund | |
Mercury QA Large Cap Core Fund | |
Mercury QA Large Cap Growth Fund | |
Mercury QA Large Cap Value Fund | |
Mercury QA Mid Cap Fund | |
Mercury QA Small Cap Fund | |
Mercury QA Strategy Series, Inc.: | |
Mercury QA Strategy All Equity Fund | |
Mercury QA Strategy Growth & Income Fund | |
Mercury QA Strategy Long-Term Growth Fund | |
Xxxxxxx Xxxxx Disciplined Equity Fund, Inc. | |
Xxxxxxx Xxxxx Focus Value Fund | |
Xxxxxxx Xxxxx Fundamental Growth Fund, Inc. | |
Xxxxxxx Xxxxx Healthcare Fund, Inc. | |
Xxxxxxx Xxxxx Xxxxx-Term Global Income Fund | |
Xxxxxxx Xxxxx Utilities & Telecommunications Fund,
Inc. Quantitative Master Series Trust: |
|
Master Enhanced International Series | |
Master Enhanced S&P
500 Index Series Master Extended Market Index Series Master International (GDP Weighted) Index Series Master International (Capitalization Weighted) Index Series Master Midcap Index Series |
|
S&P 500 Protected Equity Fund Somerset Exchange Fund World Index Series of Xxxxxxx Xxxxx Quantitative Partners, L.P. |
SCHEDULE B
Rule 17f-5/17f-7 Procedures and Guidelines
The Custodian will serve as the Foreign Custody Manager in the countries listed in Schedule F hereto for the Funds listed on Schedule A to this Agreement pursuant to the terms and provisions of the Agreement and Part I of these procedures and guidelines. As Foreign Custody Manager, the Custodian shall be responsible for managing each Fund's foreign custody arrangements pursuant to the requirements of Rule 17f-5 under the Investment Company Act. The Custodian also shall serve as each Fund's Primary Custodian as defined in and pursuant to the requirements of Rule 17f-7 under the Investment Company Act. As Primary Custodian, the Custodian shall perform the duties and obligations set forth in Rule 17f-7 and in Part II of these guidelines and procedures.
I. | Rule 17f-5: Foreign Custody Manager |
1 | In selecting an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that each Fund's Foreign Assets (as defined in Rule 17f-5(a)(2)) shall be subject to reasonable care by the Eligible Foreign Custodian considering all factors relevant to the safekeeping of such Foreign Assets with reference to standards of international banks and trust companies holding assets for institutional clients in the relevant market and if there are no such international banks with reference to the principal custodians in the relevant market that act as subcustodians or custodians for U.S. mutual funds. |
2. | Each agreement between the Foreign Custody Manager and each Foreign Subcustodian shall meet the requirements of Rule 17f-5(c)(2) under the Investment Company Act. |
3. | The Foreign Custody Manager shall establish a system for monitoring the appropriateness of maintaining a Fund's Foreign Assets with a particular Eligible Foreign Custodian and to monitor the performance of the agreement between the Foreign Custody Manager and each Eligible Foreign Custodian. |
4. | The Foreign Custody Manager shall notify the Fund's investment adviser in writing as soon as reasonably possible of any material changes in the Fund's foreign custody arrangements. |
5. | The Foreign Custody Manager shall provide the Board with written quarterly reports regarding a Fund's foreign custody arrangements for use at its quarterly Board meetings which reports shall, among other things: |
(i) | notify the Board of the placement of a Fund's Foreign Assets with a particular Eligible Foreign Custodian; and | |
(ii) | summarize for the Board the material changes in the Fund's foreign custody arrangements that occurred during the prior quarter. |
6. | The Foreign Custody Manager shall, upon request of the Board, make itself available to report to a Fund's Board in person at its quarterly Board meetings, or at such other times as the Board may from time to time require. |
7. | The Foreign Custody Manager shall agree to and shall provide the Fund's investment adviser on a regular basis with the country materials it provides to clients. Each Fund acknowledges that the information contained in these materials is for informational purposes only and does not constitute investment advice. |
8. | In performing its delegated duties and obligations to the Fund, the Foreign Custody Manager shall agree to exercise the reasonable care, prudence and diligence of a New York bank subject to a New York standard of care having responsibility for the safekeeping of Foreign Assets. |
II. | Rule 17f-7: Primary Custodian |
1. | The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository that may be used to hold a Fund's Foreign Assets in each country in the Custodian's foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository. |
2. | The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository in each new country added to the Custodian's foreign custody network. |
3. | The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund's Foreign Assets with each Eligible Securities Depository used by each Fund and promptly notify such Fund or its investment adviser of any material change to those custody risks. |
4. | The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund's Primary Custodian. |
5. | The Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund's adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository. |
2
Schedule C
Taxes
1. | (a) Custodian shall apply for a reduction of withholding tax and any refund of any tax paid or credits that apply in each applicable market in which a Fund invests in respect of income payments on Property for the Fund's benefit that Custodian believes may be available to a Fund. The Custodian shall promptly file any certificates or other affidavits for the refund or reclaim of withholding taxes paid, and otherwise use all lawful available measures customarily used to reclaim foreign taxes at the source. To the extent that the Custodian becomes aware of any changes to law, interpretative rulings or procedures regarding tax reclaims, custodian will promptly notify each applicable Fund or Series of such developments. |
(b) The provision of tax reclaim services by the Custodian is contingent upon the Custodian receiving from a Fund (i) a declaration of the Fund's identity and place of residence and (ii) such other documentation or information as may be required by the jurisdiction in which the services are being provided. Each Fund acknowledges that if the Custodian does not receive such declarations, documentation, and information from a Fund, the Custodian will not be able to provide tax reclaim services to such Fund. | |
(c) The Custodian shall perform tax reclaim services with respect to taxation levied by the revenue authorities of the countries in which the Custodian provides global custody services. Except as expressly provided herein, the Custodian shall have no responsibility with respect to any Fund's tax position or status in any jurisdiction. | |
(d) Each Fund confirms that the Custodian is authorized to disclose to any lawful revenue authority or governmental body any information requested by such entity in relation to a Fund or the Property held by a Fund. | |
(e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by any third party appointed by the Custodian (which may be an affiliate of the Custodian); provided that the Custodian shall be liable for the performance of any such third party to the same extent as if the Custodian had itself performed the services. | |
2. | (a) The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the |
tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. | |
(b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian's obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising from such certifications or from Custodian's reliance on other documentation and information provided by the Fund. | |
(c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, fines, or penalties payable by the Custodian or a Fund that result from (i) the inaccurate completion of documents by a Fund or any third party; (ii) provision to the Custodian or a third party of inaccurate or misleading information by a Fund or any third party; (iii) the withholding of material information by a Fund or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Custodian's control. | |
(d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on or (ii) to report interest, dividend, or other income paid or credited to an Account, where such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund's failure to comply with the terms of this Agreement, including this Schedule C, or the result of any third party's inaccurate completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to tax due as a result of the Custodian's delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account solely as a result of the Custodian's negligent acts or omissions. |
2
Schedule D
Proxy Services
The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian.
1. | Proxy services include, but are not limited to notices by the Custodian to a Fund or Series of the dates of pending shareholder meetings, resolutions to be voted upon, and the required return dates as may be received by the Custodian or provided to the Custodian by its Subcustodian or by third parties. |
2. | The Custodian shall promptly deliver or mail to Proxy Monitor, or such other proxy vendor as may be appointed from time to time by a Fund, all forms of proxies and all notices of meetings and any other notices or announcements or related proxy materials affecting or relating to securities owned by such Fund that are actually received by the Custodian. For purposes of this Schedule D, related proxy materials shall include, but not be limited to, explanatory material concerning resolutions, management recommendations, or other relevant materials. |
3. | Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto. |
4. | In providing proxy services hereunder, the Custodian shall be acting solely as the agent of a Fund and shall not exercise any discretion with regard to such proxy services. |
5. | Each Fund or Series will promptly notify the Custodian of any change in or addition to the proxy vendor[s] used by such Fund or Series. Such notice shall provide Custodian with such information as may be required to allow the Custodian to carry out its duties under paragraph 2 above. |
Schedule E
Subjects covered under Section 3.30:
Third party foreign exchange
Late/incomplete trade/corporate action
instructions
Counterparty errors
Threshold:
Where a given claim exceeds $2,500, the party having the claim may pursue it against the other party. Claims of $2,500 or less shall not be pursued.
Note:
Claims must be made within 90 business days of the event, or within such other period as may be mutually agreed upon from time to time by the Custodian and the Fund. Claims not covered shall be made within such period as may be mutually agreed upon from time to time by the Custodian and the Fund.
Schedule F
JPMORGAN CHASE BANK
Global Custody Network Subcustodians *
Argentina | Xxx Xxxxx Xxxxxxxxx Xxxx, Xxxxxx Xxxxx |
Xxxxxxxxx | The Chase Manhattan Bank, Sydney |
Austria | Bank Austria AG, Vienna |
Bahrain | HSBC Bank Middle East, Manama |
Bangladesh | Standard Chartered Bank, Dhaka |
Belgium | Fortis Bank N.V., Brussels |
Bermuda | The Bank of Bermuda, Ltd., Xxxxxxxx |
Botswana | Barclays Bank of Botswana, Ltd., Gaborone |
Brazil | Citibank, N.A., Sao Paulo BankBoston, N.A., Sao Paulo |
Bulgaria | ING Bank N.V., Sofia |
Canada | Royal Bank of Canada, Toronto Canadian Imperial Bank of Commerce, Xxxxxxx |
Xxxxx | Xxxxxxxx, X.X, Xxxxxxxx |
Xxxxx | The Hongkong and Shanghai Banking Corporation, Ltd.,
Shanghai The Hongkong and Shanghai Banking Corporation Ltd., Shenzhen |
Colombia | Cititrust Colombia S.A., Santa Fe de Bogota |
Croatia | Privredna Banka Zagreb, d.d., Zagreb |
Cyprus | The Cyprus Popular Bank Ltd., Nicosia |
Czech Republic | Ceskoslovenska Obchodni Banka, A.S., Prague |
Denmark | Danske Bank A/S, Copenhagen |
Ecuador | Citibank N.A., Quito |
Egypt | Citibank N.A., Cairo |
Estonia | Hansabank, Tallinn |
Finland | Xxxxxx Bank Plc, Helsinki |
France | BNP Paribas Securities Services S.A., Paris
Societe Generale, Paris Credit Agricole Indosuez, Paris |
Germany | Xxxxxxxx Xxxx XX, Xxxxxxxxx |
Xxxxx | Barclays Bank of Ghana, Ltd., Accra |
Greece | HSBC Bank plc, Athens |
Hong Kong | The Hongkong and Shanghai Banking Corporation Ltd., Hong Kong |
Hungary | Citibank RT, Budapest |
Iceland | Islandsbanki-FBA, Reykjavik |
India | The Hongkong and Shanghai Banking Corporation Ltd.,
Mumbai Deutsche Bank A.G., Mumbai Standard Chartered Bank, Mumbai |
Indonesia | The Hongkong and Shanghai Banking Corporation Ltd.,
Jakarta Standard Chartered Bank, Jakarta |
Ireland | Bank of Ireland, Dublin Allied Irish Banks, p.l.c., Xxxxxx |
Xxxxxx | Xxxx Xxxxx Xx - Xxxxxx X.X., Xxx Xxxx |
Xxxxx | BNP Paribas Securities Services, S.A., Milan |
Ivory Coast | Societe Generale de Banques en Cote d'Ivoire, Abidjan |
Jamaica | CIBC Trust and Merchant Bank, Kingston |
Japan | The Fuji Bank, Ltd., Tokyo The Bank of Tokyo-Mitsubishi, Limited, Tokyo |
Jordan | Arab Bank Plc, Amman |
Kazakhstan | ABN AMRO Bank Kazakhstan, Almaty |
Kenya | Barclays Bank of Kenya Ltd., Nairobi |
Latvia | Hansabanka, Riga |
Lebanon | HSBC Bank Middle East, Ras-Beirut |
Lithuania | Vilniaus Bankas AB, Vilnius |
Luxembourg | Banque Generale du Luxembourg, S.A. |
Malaysia | The Chase Manhattan Bank (M) Berhad, Kuala
Lumpur HSBC Bank Malaysia Berhad, Kuala Lumpur |
Mauritius | The Hongkong and Shanghai Banking Corporation Ltd., Port Louis |
Mexico | Banco X.X. Xxxxxx, S.A., Mexico, D.F. Citibank Mexico, S.A., Mexico, D.F. |
Morocco | Banque Commerciale du Maroc S.A., Casablanca |
Namibia | Standard Bank Namibia Ltd., Windhoek |
Netherlands | ABN AMRO Bank, Netherlands Fortis Bank (Nederland) N.V., Netherlands |
New Zealand | National Nominees Limited, Auckland |
Norway | Den Norske Bank ASA, Oslo |
Oman | HSBC Bank Middle East, Ruwi |
Pakistan | Citibank, N.A., Karachi Deutsche Bank A.G., Karachi Standard Chartered Bank, Karachi |
Peru | Citibank, N.A., Lima |
Philippines | The Hongkong and Shanghai Banking Corporation Ltd., Manila |
Poland | Bank Handlowy w Warszawie S.A., Warsaw Bank Polska Kasa Opieki S.A., Warsaw |
Portugal | Banco Espirito Santo, S.A., Lisbon Banco Comercial Portugues, S.A., Lisbon |
Romania | ABN AMRO Bank (Romania) S.A., Bucharest ING Bank N.V., Bucharest |
Russia | X.X. Xxxxxx Bank International (Limited Liability
Company), Moscow Credit Suisse First Boston AO, Moscow |
Singapore | Standard Chartered Bank, Singapore |
Slovak Republic | Ceskoslovenska Obchodni Banka, A.S., Bratislava |
Slovenia | Bank Austria Creditanstalt d.d. Ljubljana |
South Africa | The Standard Bank of South Africa Limited, Johannesburg |
South Korea | The Hongkong and Shanghai Banking Corporation Ltd.,
Seoul Standard Chartered Bank, Seoul |
Spain | Chase Manhattan Bank CMB, S.A., Madrid |
Sri Lanka | The Hongkong and Shanghai Banking Corporation Ltd., Colombo |
Sweden | Skandinaviska Enskilda Banken, Stockholm |
Switzerland | UBS A.G., Zurich |
Taiwan | The Chase Manhattan Bank, Taipei The Hongkong and Shanghai Banking Corporation Ltd., Taipei |
Thailand | Standard Chartered Bank, Bangkok |
Tunisia | Banque Internationale Arabe de Tunisie S.A., Tunis Cedex |
Turkey | The Chase Manhattan Bank, Istanbul |
United Arab Emirates | HSBC Bank Middle East, Dubai |
United Kingdom | The Chase Manhattan Bank, London |
Uruguay | BankBoston, N.A., Montevideo |
United States | The Chase Manhattan Bank, New York |
Venezuela | Citibank, N.A., Caracas |
Vietnam | The Hongkong and Shanghai Banking Corporation Ltd., Ho Chi Minh City |
Zambia | Barclays Bank of Zambia, Ltd., Lusaka |
Zimbabwe | Barclays Bank of Zimbabwe Ltd., Harare |
*An amended list will be published on the website, xxx.Xxxxx.xxx.
Schedule G
JPMORGAN CHASE BANK
Depositories Used by JPMorgan Chase Bank*
Argentina | Caja de Valores |
Australia | Austraclear Limited Clearing House Electronic Sub-register System (CHESS) The Reserve Bank Information and Transfer System (RITS) |
Austria | Oesterreichische Kontrollbank Aktiengesellschaft (OeKB) |
Belgium | Caisse Interprofessionnelle de Depots et de Virements
de Titres (CIK) Banque Nationale de Belgique |
Brazil | Central de Custodia e Liquidacao Financeira de Titulos
Privados (CETIP) Companhia Brasileira de Liquidacao e Custodia (CBLC) Sistema Especial de Liquidacao e Custodia (SELIC) |
Bulgaria | Bulgarian Central Depository A.D. |
Canada | Canadian Depository for Securities (CDS) |
Chile | Deposito Central de Valores SA (DCV) |
China | China Securities Depository and Clearing Co. Ltd. |
Czech Republic | Czech National Bank (CNB) Stredisko cennych papiru - Ceska republica (SCP) |
Denmark | Vaerdipapircentralen (VP Center) |
Egypt | Misr Clearing & Securities Department |
Euromarket | Cedel Euroclear |
Finland | Finnish Central Securities Depository Limited (APK) |
France | Euroclear France |
Germany | Deutscher Kassenverein A.G. (KV) |
Greece | Apothetiro Titlon, A.E. Bank of Greece |
Hong Kong | Central Clearing and Settlement System (CCASS) |
Hungary | Keler, Ltd. |
Indonesia | PT Kliring Sentral Efek Indonesia (KSEI) |
Ireland | CREST Gilt Settlement Office (GSO) |
Israel | Tel Aviv Stock Exchange Clearing House (TASE) Clearing House |
Italy | Monte Titoli (MT) |
Japan | JASDEC |
Latvia | Latvian Central Depository (LCD) |
Luxembourg | Cedel |
Malaysia | Malaysian Central Depository Sdn Bhn ( MCD) |
Mauritius | Central Depository System (CDS) |
Mexico | Instituto para el Deposito de Valores (INDEVAL) |
Morocco | Maroclear Bank Al'Maghrib |
Netherlands | De Nederlandsche Bank N.V. Nederlands Centraal Instituut voor Girall Effectenverkeer BV (NIEC) NECIGEF/KAS Associatie NV |
New Zealand | Austraclear New Zealand |
Norway | Verdipapiresentralen (VPS) |
Pakistan | Central Depository Company of Pakistan Ltd. (CDC) |
Poland | National Deposit of Securities (NDS) Central Registry of Treasury-Bills (CRT) |
Portugal | Interbolsa |
Romania | National Company for Clearing, Settlement and
Depository for Securities (SNCDD) (RASDAQ) Budapest Stock Exchange Registry National Bank of Romania |
Russia | Moscow Interbank Currency Exchange (MICEX) |
Singapore | Central Depository Ptc. Ltd. (CDP) Monetary Authority of Singapore |
Slovak Republic | Stredisko Cennych Papiru (SCP) National Bank of Slovakia |
South Africa | Central Depository Ltd. (CD) |
South Korea | Korean Securities Depository (KSD) |
Spain | Servicio de Compensacion y Liquidacion de Valores
(SCLV) Central Book Entry Office (CBEO) |
Sri Lanka | Central Depository System (private) Ltd. - CDS (PVT) Ltd. |
Sweden | Vardepapperscentralen (VPC) |
Switzerland | Schweizerische Effekten-Giro (SEGA) |
Taiwan | Taiwan Securities Central Depository Co., Ltd (TSCD) |
Thailand | Thailand Securities Depository Company Ltd. (TSDC) |
Tunisia | STICODEVAM Ministry of Finance Central Bank of Tunisia |
Turkey | Takas Bank Central Bank of Turkey |
United Kingdom | The Central Gilts Office (CGO) The Central Moneymarkets Office (CMO) CREST |
Zambia | XxXX Central Shares Depository Ltd. (XxXX) |
*An amended list will be published on the website, xxx.Xxxxx.xxx.