EXHIBIT 99.8
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
Agreement made as of this 31st day of December 1979 by and between KEYSTONE
CUSTODIAN FUND, INC., a Delaware business corporation ("KCF"), as TRUSTEE OF
KEYSTONE CUSTODIAN FUND, SERIES B-4, a Pennsylvania common law trust having its
principal place of business at 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, (the
"Fund'), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking
corporation, having its principal place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 ("State Street").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Fund and
State Street agree as follows:
I. DEPOSITORY
The Fund hereby appoints State Street as its Depository subject to the
provisions hereof. The Fund shall deliver to State Street certified or
authenticated copies of its Trust Agreement, all amendments thereto, a certified
copy of the resolution of KCF's board of directors appointing State Street to
act in the capacities covered by this Agreement and authorizing the signing of
this Agreement and copies of such resolutions of KCF's board of directors,
contracts and other documents as may be reasonably required by State Street in
the performance of its duties hereunder.
II. CUSTODIAN
1. The Fund appoints State Street as its Custodian, subject to the
provisions hereof. State Street hereby accepts such appointment as Custodian. As
such Custodian, State Street shall retain all securities, cash and other assets
now owned or hereafter acquired by the Fund, and the Fund shall deliver and pay
or cause to be delivered and paid to State Street, as Custodian, all securities,
cash and other assets now owned or hereafter acquired by the Fund during the
period of this Agreement.
2. All securities delivered to State Street (other than in bearer form)
shall be properly endorsed and in proper form for transfer into or in the name
of the Fund, of a nominee of State Street for the exclusive use of the Fund or
of such other nominee as may be mutually agreed upon by State Street and the
Fund.
3. As Custodian, State Street shall promptly:
A. Safekeeping. Keep safely in a separate account the securities of
the Fund, including without limitation all securities in bearer form, and on
behalf of the Fund, receive delivery of certificates, including without
limitation all securities in bearer form, for safekeeping and keep such
certificates physically segregated at all times from those of any other person.
State Street shall maintain records of all receipts, deliveries and locations of
such securities, together with a current inventory thereof and shall conduct
periodic physical inspections of certificates representing bonds and other
securities held by it under this Agreement at least annually in such manner as
State Street shall determine from time to time to be advisable in order to
verify the accuracy of such inventory. State Street shall provide the Fund with
copies of any reports of its internal count or other verification of the
securities of the Fund held in its custody, including reports on its own system
of internal accounting control. In addition, if and when independent certified
public accounts retained by State Street shall count or otherwise verify the
securities of the Fund held in State Street's custody, State Street shall
provide the Fund with a copy of the report of such accountants. With respect to
securities held by any agent appointed pursuant to paragraph 6-C of section II
hereof, State Street may rely upon certificates from such agent as to the
holdings of such agent, it being understood that such reliance in no way
releases State Street of its responsibilities or liabilities under this
Agreement. State Street shall promptly report to the Fund the results of such
inspections, indicating any shortages or discrepancies uncovered thereby, and
take appropriate action to remedy any such shortages or discrepancies.
B. Use of a System for the Central Handling of Securities. Not
withstanding any other provision of this Agreement, if in the best interest of
the Fund, deposit all or any part of the securities owned by the Fund in the
book-entry system of the Federal Reserve Banks (hereinafter called the
("system") and to use the facilities of such system, all as provided under the
provisions of Rule 17f-4 of the Investment Company Act of 1940, as amended.
Without limiting the generality of such use, the following provisions shall
apply thereto:
(1) State Street may keep securities of the Fund in the system provided
that such securities are represented in an account ("Account") of State Street's
(or its agent) in the system which shall not include any assets of State Street
(or such agent) other than assets held as fiduciary, custodian or otherwise for
customers. The records of State Street (and such agents) shall at all times
during the regular business hours of State Street (or such agents) be open for
inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the Securities and Exchange Commission.
(2) State Street shall send to the Fund a confirmation of all transfers
to or from the System for the account of the Fund. Where securities are
transferred to the Fund's accounts, State Street shall, by book-entry or
otherwise, identify as belonging to the Fund a quantity of securities in a
fungible bulk of securities (i) registered in the name of State Street or its
nominee or (ii) shown on State Street's account on the books of the appropriate
Federal Reserve Bank. For this purpose, the term "confirmation" means advice or
notice of transaction; it is not intended to require preparation by State Street
of the confirmation required of broker-dealers under the Securities Exchange Act
of 1934.
(3) State Street shall promptly send to the Fund any report it receives
from the appropriate Federal Reserve Bank on its system of internal accounting
control.
(4) Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for any claim, liability, loss or expense,
including attorney's fees, resulting to such Fund from use of the system by
reason of any negligence, misfeasance or misconduct of State Street or any of
its agents) or of any of its (or their) employees or from any failure of State
Street (or any such agent) to enforce effectively such rights as it (or they)
may have against the system. At the election of the Fund, it shall be entitled
to be subrogated to State Street or its agents in any claim against the system
or any other person which State Street, its agents may have as a consequence of
any such claim, liability, loss or expense if and to the extent that the Fund
has not been made whole for such claim, liability, loss or expense.
C. Registered Name, Nominee. Register securities of the Fund held by
State Street in the name of the Fund, of a nominee of State Street for the
exclusive use of the Fund, of such other nominee as may be mutually agreed upon,
or of any mutually acceptable nominee of any agent appointed pursuant to
paragraph 6-C of section II hereof.
D. Purchases. Upon receipt of proper instructions (as defined in
paragraph 5-A of section II hereof; hereafter "proper instructions") and insofar
as cash is available for the purpose, pay for and receive all securities
purchased for the account of the Fund, payment being made only upon receipt of
the securities by State Street (or any bank, banking firm, responsible
commercial agent or trust company doing business in the United States and
appointed pursuant to paragraph 6-C of section II hereof as State Street's agent
for this purpose) registered as provided in paragraph 3-C of section II hereof
or in form for transfer satisfactory to State Street, or, in the case of
repurchase agreements entered into between the Fund and bank or a dealer,
delivery of the securities either in certificate form or through an entry
crediting State Street's account at the Federal Reserve Bank with such
securities. All securities accepted by State Street shall be accompanied by
payment of, or a "due xxxx" for, any dividends, interest or other distributions
of the issuer, due the purchaser. In any and every case of a purchase of
securities for the account of the Fund where payment is made by State Street in
advance of receipt of the securities purchased, State Street shall be absolutely
liable to the Fund for such securities to the same extent as if the securities
had been received by State Street except that in the case of repurchase
agreements entered into by the Fund with a bank which is a member of the Federal
Reserve System, State Street may transfer funds to the account of such bank
prior to the receipt of written evidence that the securities subject to such
repurchase agreement have been transferred by book-entry into a segregated
nonproprietary account of State Street maintained with the Federal Reserve Bank
of Boston, provided, that such securities have in fact been so transferred by
book-entry; provided, further, however, that State Street and the Fund agree to
use their best efforts to insure receipt by State Street of copies of
documentation for each such transaction as promptly as possible.
E. Exchanges. Upon receipt of proper instructions, exchange
securities, interim receipts or temporary securities held by it or by any agent
appointed by it pursuant to paragraph 6-C of section II hereof for the account
of the Fund for other securities alone or for other securities and cash, and
expend cash insofar as cash is available in connection with any merger,
consolidation, reorganization, recapitalization, split-up of shares, changes of
par value, conversion or in connection with the exercise of warrants,
subscription or purchase rights, or otherwise, and deliver securities to the
designated depository or other receiving agent in response to tender offers or
similar offers to purchase received in writing; provided that in any such case
the securities and/or cash to be received as a result of any such exchange,
expenditure or delivery are to be delivered to State Street or its agents. State
Street shall give notice as provided under paragraph 6F of section II hereof to
the Fund in connection with any transaction specified in this paragraph and at
the same time shall specify to the Fund whether such notice relates to
securities held by an agent appointed pursuant to paragraph 6-C of section II
hereof, so that the Fund may issue to State Street proper instructions for State
Street to act thereon prior to any expiration date (which shall be presumed to
be two business days prior to such date unless State Street has previously
advised the Fund of a different period). The Fund shall give to State Street
full details of the time and method of submitting securities in response to any
tender or similar offer, exercising any subscription or purchase right or making
any exchange pursuant to this paragraph. When such securities are in the
possession of an agent appointed by State Street pursuant to paragraph 6-C of
section II hereof, the proper instructions referred to in the preceding sentence
must be received by State Street in timely enough fashion (which shall be
presumed to be three business days unless State Street has advised the Fund in
writing of a different period) for State Street to notify the agent in
sufficient time to permit such agent to act prior to any expiration date.
F. Sales. Upon receipt of proper instructions and upon receipt of
full payment therefor, release and deliver securities which have been sold for
the account of the Fund. At the time of delivery all such payments are to be
made in cash, by a certified check upon or a treasurer's or cashier's check of a
bank, by effective bank wire transfer through the Federal Reserve Wire System
or, if appropriate, outside of the Federal Reserve Wire System and subsequent
credit to the Fund's Custodian account, or, in case of delivery through a stock
clearing company, by book-entry credit by the stock clearing company in
accordance with the then current "street" custom.
G. Purchases by Issuer. Upon receipt of proper instructions, release
and deliver securities owned by the Fund to the issuer thereof or its agent when
such securities are called, redeemed, retired or otherwise become payable;
provided that in any such case, the cash or other consideration is to be
delivered to State Street.
H. Changes of Name and Denomination. Upon receipt of proper
instructions, release and deliver securities owned by the Fund to the issuer
thereof or its agent for transfer into the name of the Fund or of a nominee of
State Street or of the Fund for the exclusive use of the Fund or for exchange
for a different number of bonds, certificates, or other evidence representing
the same aggregate face amount or number of units bearing the same interest
rate, maturity date and call provisions if any; provided that in any such case,
the new securities are to be delivered to State Street.
I. Street Delivery. In connection with delivery in New York City and
upon receipt of proper instructions, which in the case of registered securities
may be standing instructions, release securities owned by the Fund upon receipt
of a written receipt for such securities to the broker selling the same for
examination in accordance with the existing "street delivery" custom. In every
instance either payment in full for such securities shall be made or such
securities shall be returned to the custodian that same day. In the event
existing "street delivery" custom is modified, State Street shall obtain
authorization from the board of directors of KCF prior to any such of such
modified "street delivery" custom.
J. Release of Securities for Use as Collateral. Upon receipt of
proper instructions and subject to section 3(b) of Article III of the Trust
Agreement, release securities belonging to the Fund to any bank or trust company
for the purpose of pledge, mortgage or hypothecation to secure any loan incurred
by the Fund; provided, however, that securities shall be released only upon
payment to State Street of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made, subject to
proper prior authorization from the Fund, further securities may be released for
that purpose. Upon receipt of proper instructions, pay such loan upon redelivery
to it of the securities pledged or hypothecated therefore and upon surrender of
the note or notes evidencing the loan.
K. Release or Delivery of Securities for Other Purposes. Upon
receipt of proper instructions, release or deliver any securities held by it for
the account of the Fund for any other purpose (in addition to those specified in
paragraphs 3-E, 3-F, 3-G, 3-H, 3-I and 3-J of section II hereof) which the Fund
declares is a proper corporate purpose pursuant to proper instructions.
L. Proxies, Notices, Etc. State Street shall promptly forward upon
receipt to the Fund all forms of proxies and all notices of meetings and any
other notices or announcements affecting or relating to the securities,
including without limitation notices relating to class action claims and
bankruptcy claims, and upon receipt of proper instructions execute and deliver
or cause its nominee to execute and deliver such proxies or other authorizations
as may be required. State Street, its nominee or its agents shall not vote upon
any of the securities or execute any proxy to vote thereon or give any consent
or take any other action with respect thereto (except as otherwise herein
provided) unless ordered to do so by proper instructions. State Street shall
require its agents and sub-custodians appointed pursuant to paragraph 6-C of
section II hereof to forward any such announcements and notices to State Street
upon receipt.
M. Miscellaneous. In general, attend to all nondiscretionary details
in connection with the sale, exchange, substitution, purchase, transfer or other
dealing with such securities or property of the Fund, except as otherwise
directed by the Fund pursuant to proper instructions. State Street shall render
to the Fund daily a report of all monies received or paid on behalf of the Fund,
an itemized statement of the securities and cash for which it is accountable to
the Fund under this Agreement and itemized statement of security transactions
which settled the day before and shall render to the Fund weekly an itemized
statement of security transactions which failed to settle as scheduled. At the
end of each week State Street shall provide a list of all security transactions
that remain unsettled at such time.
4. Additionally, as Custodian, State Street shall promptly:
A. Bank Account. Retain safely all cash of the Fund, other than cash
maintained by the Fund in a bank account established and used in accordance with
Rule 14f-3 under the Investment Company Act of 1940, as amended, in the banking
department of State Street in a separate account or accounts in the name of the
Fund, subject only to draft or order by State Street acting pursuant to the
terms of this Agreement. If and when authorized by proper instructions in
accordance with a vote of the board of directors of KCF, State Street may open
and maintain an additional account or accounts in such other bank or trust
companies as may be designated by such instructions, such account or accounts,
however, to be solely in the name of State Street in its capacity as custodian
and subject only to its draft or order in accordance with the terms of this
Agreement. State Street shall furnish the Fund, not later than thirty (30)
calendar days after the last business day of each month, a statement reflecting
the current status of its internal reconciliation of the closing balance as of
that day in all accounts described in this paragraph to the balance shown on the
daily cash report for that day rendered to the Fund.
B. Collections. Unless otherwise instructed by receipt of proper
instructions, collect, receive and deposit in the bank account or accounts
maintained pursuant to paragraph 4-A of section II hereof all income and other
payments with respect to the securities held hereunder, execute ownership and
other certificates and affidavits for all federal and state tax purposes in
connection with the collection of bond and note coupons, do all other things
necessary or proper in connection with the collection of such income, and
without waiving the generality of the foregoing:
(1) Present for payment on the date of payment all coupons and
other income items requiring presentation;
(2) present for payment all securities which may mature or be
called, redeemed, retired or otherwise become payable on the date such
securities become payable;
(3) endorse and deposit for collection, in the name of the Fund,
checks, drafts or other negotiable instruments on the same day as received.
In any case in which State Street does not receive any such due and
unpaid income within a reasonable time after it has made proper demands for the
same (which shall be presumed to consist of at least three demand letters and at
least one telephonic demand), it shall so notify the Fund in writing, including
copies of all demand letters, any written responses thereto, and memoranda of
all oral responses thereto and to telephonic demands, and await proper
instruction; the Custodian shall not be obliged to take legal action for
collection unless and until reasonably indemnified to its satisfaction for the
reasonable costs of such legal action for collection. It shall also notify the
Fund as soon as reasonably practicable whenever income due on securities is not
collected in due course.
C. Sale of Shares of the Fund. Make such arrangements with the
Transfer Agent of the Fund as will enable State Street to make certain it
receives the cash consideration due to the Fund for shares of the Fund as may be
issued or sold from time to time by the Fund, all in accordance with the Fund's
Trust Agreement, as amended.
D. Dividends and Distributions. Upon receipt of proper instruction,
release or otherwise apply cash insofar as cash is available for the purpose for
the payment of dividends or other distributions to shareholders of the Fund.
E. Redemption of Shares of the Fund. From such funds as may be
available for the purpose, but subject to the limitation of the Fund's Trust
Agreement as amended, and applicable resolutions of the board of directors of
KCF pursuant thereto, make funds available to shareholders who have delivered to
the Transfer Agent a request for redemption of their shares by the Fund pursuant
to said Trust Agreement, as amended.
In connection with the redemption of shares of the Fund pursuant to the
Fund's Trust Agreement, as amended, State Street is authorized and directed upon
receipt of proper instructions from the Transfer Agent for the Fund to make
funds available for transfer through the Federal Reserve Wire System or by other
bank wire to a commercial bank account designated by the redeeming shareholder.
F. Stock Dividends, Rights, Etc. Receive and collect all stock
dividends, rights and other items of like nature; and deal with the same
pursuant to proper instructions relative thereto.
G. Disbursements. Upon receipt of proper instructions, make or cause
to be made, insofar as cash is available for the purpose, disbursements for the
payment on behalf of the Fund of taxes or reimbursement to State Street or
Keystone Custodian Funds, Inc. for their payment of any such taxes and of the
management fee and recurring charge as provided by article I, section 3 of the
Fund's Trust Agreement, as amended.
H. Other Proper Corporate Purposes. Upon receipt of proper
instructions, make or cause to be made, insofar as cash is available for the
purpose, disbursements for any other purpose (in addition to the purposes
specified in paragraphs 3-D, 3-E, 4-D, 4-E, and 4-G of this Agreement) which the
Fund declares is a proper corporate purpose.
I. Records. Create, maintain and retain all records (a) relating
to its activities and obligations under this Agreement in such manner as shall
meet the obligations of the Fund under the Investment Company Act of 1940, as
amended, particularly Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
under applicable federal and State tax laws and under any other law or
administrative rules or procedures which may be applicable to the Fund, (b)
necessary to comply with the representations of Part I - Fund Custodian Services
and Part II - Portfolio Pricing and Accounting of State Street's Response, dated
May 1, 1979, as amended, to Keystone Custodian Funds, Inc.'s and the
Massachusetts Companies, Inc.'s Request for Proposal, dated March 19, 1979, as
amended, (amendments after June 22, 1979 are set forth in Exhibit B) ("Parts I
and II"), insofar as such representations relate to the creation, maintenance
and retention of records for the Fund, or (c) as reasonably requested from time
to time by the Fund. All records maintained by State Street in connection with
the performance of its duties under this Agreement shall remain the property of
the Fund and in the event of termination of this Agreement shall be delivered in
accordance with the terms of paragraph 8 below.
J. Miscellaneous. Assist generally in the preparation of routine
reports to holders of shares of the Fund, to the Securities and Exchange
Commission, including forms N1-R and N-1Q, to State "Blue Sky" authorities, to
others in the auditing of accounts and in other matters of like nature, as
required to comply with the representations of Parts I and II insofar as such
representations relate to the preparation of reports for the Fund and as
otherwise reasonably requested by the Fund.
K. Fund Accounting and Net Asset Value Computation. State Street
shall maintain the general ledger and all other books of account of the Fund,
including the accounting for the Fund's portfolio. In addition, upon receipt of
proper instructions, which may be deemed to be continuing instructions, State
Street shall daily compute the net asset value of the Shares of the Fund and the
total net asset value of the Fund. State Street shall, in addition, perform such
other services incidental to its duties hereunder as may be reasonably requested
from time to time by the Fund.
L. Services under Parts I and Part II. In addition to the services
specified herein, State Street shall perform those services set forth in Parts I
and II, including without limitation general ledger accounting, daily Fund
portfolio pricing and custodian services to the extent such services relate to
the Fund; provided, however, that in the event that Parts I and II as they
relate to the Fund are in conflict with the terms of this Agreement, the terms
of this Agreement shall govern.
5. State Street and the Fund further agree as follows:
A. Proper Instructions. State Street shall be deemed to have
received proper instructions upon receipt of written instructions signed by
KCF's board of directors or by one or more person or persons as KCF's board of
directors shall have from time to time authorized to give the particular class
of instructions for different purposes. A copy of a resolution or action of the
board of directors certified by the secretary or an assistant secretary of KCF
may be received and accepted by State Street as conclusive evidence of the
instruction of KCF's board of directors and/or the authority of any person or
persons to act on behalf of the Fund and may be considered as in full force and
effect until receipt of written notice to the contrary. Such instruction may be
general or specific in terms. Oral instructions will be considered proper
instructions if the Custodian reasonably believes them to have been by a person
authorized by the board of directors to give such oral instructions with respect
to the class of instruction in question. The Fund shall cause all oral
instructions to be confirmed in writing.
B. Investments, Limitations. In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, State Street may take cognizance of the
provisions of the Trust Agreement of the Fund, as amended; provided, however,
that except as otherwise expressly provided herein, State Street may assume
unless and until notified in writing to the contrary that instructions
purporting to be proper instructions received by it are not in conflict with or
in any way contrary to any provisions of the Trust Agreement of the Fund, as
amended, or resolutions or proceedings of the board of directors of KCF.
6. State Street and the Fund further agree as follows:
A. Indemnification. State Street, as Depository and Custodian, shall
be entitled to receive and act upon advice of counsel (who may be counsel for
the Fund) and shall be without liability for any action reasonably taken or
thing reasonably done pursuant to such advice; provided that such action is not
in violation of applicable Federal or State laws or regulations or contrary to
written instructions received from the Fund, and shall be indemnified by the
Fund and without liability for any action taken or thing done by it in carrying
out the terms and provisions of this Agreement in good faith and without
negligence, misfeasance or misconduct. In order that the indemnification
provision contained in this paragraph shall apply, however, if the Fund is asked
to indemnify or save State Street harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and State
Street shall use all reasonable care to identify and notify the Fund fully and
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Fund. The Fund
shall have the option to defend State Street against any claim which may be the
subject of this indemnification, and thereupon the Fund shall take over complete
defense of the claim, and State Street shall initiate no further legal or other
expenses for which it shall seek indemnification under this paragraph. State
Street shall in no case confess any claim or make any compromise in any case in
which the Fund will be asked to indemnify State Street except with the Fund's
prior written consent.
B. Expenses Reimbursement. State Street shall be entitled to receive
from the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth in
Schedule A.
C. Appointment of Agent. State Street, as Custodian, may appoint
(and may remove) any other bank, trust company or responsible commercial agent
as its agent to carry out such of the provisions of this Agreement as State
Street may from time to time direct; provided, however, that the appointment of
any such agent shall not relieve State Street of any of its responsibilities
under this Agreement.
D. Reliance on Documents. So long as and to the extent that it is in
good faith and in the exercise of reasonable care, State Street, as Depository
and Custodian, shall not be responsible for the title, validity or genuineness
of any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement, shall be protected in acting upon any instructions,
notice, request consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to constitute proper instructions under this
Agreement and shall, except as otherwise specifically provided in this
Agreement, be entitled to receive as conclusive proof of any fact or matter
required to be ascertained by it hereunder a certificate signed by KCF's board
of directors, the secretary or an assistant secretary of the Fund or any other
person expressly authorized by the board of directors of KCF.
E. Access to Records. Subject to security requirements of State
Street applicable to its own employees having access to similar records within
State Street and such regulations as to the conduct of such monitors as may be
reasonably imposed by State Street after prior consultation with an authorized
officer of the Fund, books and records of State Street pertaining to its actions
under this Agreement shall be open to inspection and audit at reasonable times
by the directors of, attorneys for, auditors employed by the Fund or any other
person as KCF's board of directors shall direct.
F. Record-Keeping. State Street shall maintain such records as shall
enable the Fund to comply with the requirements of all Federal and State laws
and regulations applicable to the Fund with respect to the matters covered by
this Agreement and shall comply with the representations of Parts I and II as
such representations relate to maintaining records of the Fund.
7. The Fund shall pay State Street for its services as Custodian
such compensation as shall be as specified in the attached Exhibit A. Such
compensation shall remain fixed for two years from the date hereof, unless this
Agreement is terminated as provided in section 8A, and shall remain fixed for an
additional year in the event the Fund decides to continue this Agreement for
such period; provided, however, that in the event either party terminates this
Agreement as provided in section 0X Xxxxx Xxxxxx hereby guarantees and agrees
that no new Agreement entered into between the parties shall require payment of
compensation greater than that specified herein during such three year period.
8. State Street and the Fund further agree as follows:
A. Effective Period, Termination, Amendment and Interpretive and
Additional Provisions. This Agreement shall become effective as of the date of
its execution, shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an instrument in writing
delivered or mailed, postage prepaid, to the other party, such termination to
take effect sixty (60) days after the date of such delivery or mailing; and
further provided, that the Fund may by action of KCF's board of directors
substitute another bank or trust company for State Street by giving notice as
provided above to State Street. The Fund or State Street shall not amend or
terminate this Agreement in contravention of any applicable Federal or State
laws or regulations or any provision of the Trust Agreement of the Fund, as
amended, and provided, that prior to three years from the date hereof State
Street shall not terminate this Agreement except in the event of the Fund's
substantial default hereunder which default continues uncorrected after notice
to the Fund of such default for thirty (30) days, such termination to take
effect as provided above; provided, however, that in the event of such
termination State Street shall remain as Custodian hereunder for a reasonable
period thereafter if the Fund after using its best efforts is unable to find a
Successor Custodian.
In connection with the operation of this Agreement, State Street and
the Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement, any such interpretive or
additional provision to be signed by both parties and annexed hereto, provided
that no such interpretive or additional provisions shall contravene any
applicable Federal or State laws or regulations, or any provision of the Fund's
Trust Agreement as amended. No interpretive provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
B. Successor Custodian. Upon termination hereof or in the inability
of the Custodian to continue to serve hereunder, the Fund shall pay to State
Street such compensation as may be due for services through the date of such
termination and shall likewise reimburse State Street for its costs, expenses
and disbursements incurred prior to such termination in accordance with
paragraph 6-B of section II hereof and such reasonable costs, expenses and
disbursements as may be incurred by State Street in connection with such
termination.
If a Successor Custodian is appointed by the board of directors of KCF
in accordance with section 1(b) of Article V of the Fund's Trust Agreement, as
amended, State Street shall, upon termination, deliver to such Successor
Custodian at the office of State Street, properly endorsed and in proper form
for transfer, all securities then held hereunder, all cash and other assets of
the Fund deposited with or held by it hereunder.
If no such Successor Custodian is appointed, State Street shall, in
like manner at its office, upon receipt of a certified copy of a resolution of
the shareholders pursuant to section 1(b) of Article V of the Fund's Trust
Agreement, as amended, deliver such securities, cash and other properties in
accordance with such resolutions.
In the event that no written order designating a Successor Custodian or
certified copy of a resolution of the shareholders shall have been delivered to
State Street on or before the date when such termination shall become effective,
then State Street shall have the right to deliver to a bank or trust company
doing business in Boston, Massachusetts of its own selection, having an
aggregate capital surplus and undivided profits, as shown by its last published
report, of not less than $5,000,000, all securities, cash and other properties
held by State Street and all instruments held by State Street and all
instruments held by it relative thereto and all other property held by it under
this Agreement. Thereafter, such bank or trust company shall be the Successor of
State Street under this Agreement and subject to the restrictions, limitations
and other requirements of the Fund's Trust Agreement and By-Laws, both as
amended.
In the event that securities, funds, And other properties remain in the
possession of State Street after the date of termination hereof owing to failure
of the Fund to procure the certified copy above referred to, or of KCF's board
of directors to appoint a Successor Custodian, State Street shall be entitled to
fair compensation for its services during such period and the provisions of this
Agreement relating to the duties and obligations of State Street shall remain in
full force and effect.
C. Duplicate Records and Backup Facilities. State Street shall not
be liable for loss of data, occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or military authority,
national emergencies, fire, flood or catastrophe, acts of God, insurrection,
war, riots, or failure of transportation, communication or power supply.
However, State Street shall keep in a separate and safe place additional copies
of all records required to be maintained pursuant to this Agreement or
additional tapes, disks or other sources of information necessary to reproduce
all such records. Furthermore, at all times during this Agreement, State Street
shall maintain a contractual arrangement whereby State Street will have a
back-up computer facility available for its use in providing the services
required hereunder in the event circumstances beyond State Street's control
result in State Street not being able to process the necessary work at its
principal computer facility, State Street shall, from time to time, upon request
from the Fund provide written evidence and details of its arrangement for
obtaining the use of such a back-up computer facility. State Street shall use
its best efforts to minimize the likelihood of all damage, loss of data, delays
and errors resulting from an uncontrollable event, and should such damage, loss
of data, delays or errors occur, State Street shall use its best efforts to
mitigate the effects of such occurrence. Representatives of the Fund shall be
entitled to inspect the State Street premises and operating capabilities within
reasonable business hours upon reasonable notice to State Street, and, upon
request of such representative or representatives, State Street shall from time
to time as appropriate, furnish to the Fund a letter setting forth the insurance
coverage thereon, any changes in such coverage which may occur and any claim
relating to the Fund which State Street may have made under such insurance.
D. Confidentiality. State Street agrees to treat all records and
other information relative to the Fund confidentially and State Street on behalf
of itself and its officers, employees and agents agrees to keep confidential all
such information, except after prior notification to and approval by the Fund
(which approval shall not be unreasonably withheld and may not be withheld where
State Street may be exposed to civil or criminal contempt proceedings), when
requested to divulge such information by duly constituted authorities or when so
requested by a properly authorized person.
(a) State Street and the Fund agree that they, their officers,
employees and agents shall maintain all information disclosed
to them by the other in connection with this Agreement in
confidence and will not disclose any such information to any
other person, nor use such information for their own benefit
or for the benefit of third parties without the consent in
writing of the other; provided, however, that each party shall
have the right to use any such information for its own
necessary internal purposes while this Agreement is in effect.
The provisions of the paragraph shall not apply to information
which (i) is in or becomes part of the public domain, or (ii)
is demonstrably known previously to the party to whom it is
disclosed, or (iii) is independently developed outside this
Agreement by the party to whom it is disclosed or (iv) is
rightfully obtained from third parties by the party to whom it
is disclosed.
9. The Fund shall not circulate any printed matter which contains any
reference to State Street without the prior written approval of State Street,
excepting solely such printed matter as merely identifies State Street as
Depository or Custodian. The Fund will submit printed matter requiring approval
to State Street in draft form, allowing sufficient time for review by State
Street and its counsel prior to any deadline for printing.
10. In the event of a reorganization of the Fund through a merger,
consolidation, sale of assets or other reorganization, State Street, at the
request of the Fund, shall act as Custodian for shares of any investment company
or other company obtained in any such reorganization by the Fund for
distribution to those Fund shareholders whose shares are represented by
certificates. The Fund shall give notice to each such shareholder of his or her
right to exchange his or her Fund shares represented by certificates for shares
held by the Custodian upon surrender to the Custodian of his or her certificates
representing such Fund shares properly endorsed and in proper form for transfer.
Upon the surrender of such Fund certificates State Street will issue a
certificate or certificates to the surrendering shareholder for an approximate
number of shares held by State Street, unless such shareholder establishes an
Open Account Plan or other similar account at the time in which case such shares
will be credited to his or her account. State Street shall not be required to
issue certificates for any fractional shares held by it. Instead, fractional
interests in such shares shall be distributed to the shareholder in cash at
their then current market value or, if the fractional share represents an
interest in an investment company, it shall be redeemed by State Street at the
then current redemption price for such shares and the proceeds of such
redemption shall be distributed to such shareholder in cash. The Custodian shall
not release to any shareholder any such shares held by it until such shareholder
has properly surrendered for exchange his or her Fund shares represented by
certificates.
11. This Agreement is executed and delivered in the Commonwealth
of Massachusetts and shall be subject to and be construed in accordance with
the laws of said Commonwealth.
12. Notices and other writings delivered or mailed postage prepaid to
the Fund, c/o Keystone Custodian Funds, Inc., 00 Xxxx Xxxxxx, 00xx Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 or to State Street at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 or to such other address as the Fund or State Street may
hereafter specify, shall be deemed to have been properly delivered or given
hereunder to the respective address.
13. It is understood and is expressly stipulated that neither the
holders of shares in the Fund nor KCF's board of directors, officers or
employees shall be personally liable hereunder, but only the assets of the Fund
shall be bound.
14. This Agreement shall be binding on and shall inure to the benefit
of the Fund and State Street and their respective successors or assigns.
15. State Street and the Fund hereby agree that the Custodian
Agreement, dated August 1, 1963 between them shall terminate upon the
effectiveness of this Agreement.
16. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE CUSTODIAN FUNDS, INC., as
Trustee for Keystone Custodian
Fund, Series B-4
/s/ Xxxxxxxx Van Antwerp By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------------
Chief Executive Officer
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [illegible] By: /s/ J.R. Towers
---------------------------- ----------------------------------
Vice President
#10160634
SCHEDULE A
Keystone Custodian Fund, Series B-4
State Street Bank and Trust Company
Custodian, Fund Accounting and Records Keeping fee Schedule
I. Annual Fee
$6,000
II. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include the
following:
Telephone
Postage and insurance
Courier service
Legal fees
Supplies related to Fund records
Duplicating
Transfer fees
Sub-Custodian charges
Wire Service ($2.00 in or out)
III. Additional Services
Any modifications, innovations, improvements or other changes made by
State Street in the services and reports which it provides to other
customers receiving its custodial, portfolio accounting and
records-keeping services without additional charges or fees shall be
provided to the Fund at its request for no additional charge or fee.
SCHEDULE B
I. Operating Plan - Fund Custodian Services
1. Page 1
(a) Trade instructions by tape input compatible with the
SPARK system will not be given.
(b) System 34 terminals will not be provided for trade input.
2. Page 2
(a) Distributions will be charged against the custodian
account and credited to the disbursement account on the payable date.
(b) Reports - improved or new SPARK Reports will be made
available to the Fund at its request for no additional cost, if made available
at no additional cost to other customers of State Street.
II. Fund Custodian Services
A. Page 1
(1) The Fund will receive Custody and Full Accounting
Services.
B. Page 2
(1) Polaris Fund Inc. is now Keystone International Fund Inc.
III. I. Custodian Reports
A. Page 1
(2) Analytics - Spark information reports - the Funds will
receive none of these.
IV. KM - SSB Reports Comparison
A. Page 1 - MASSCO Report
(1) (9) Different form with similar content to be
prepared for Keystone Tax Free Fund (Massachusetts
Fund for Tax Exempt Income) rather than Master
Reserves Trust (MRT).
(2) (12) To be prepared for all Funds.
(3) (13) Trade Settlement Authorizations and all other
reports as provided to the Keystone
Funds will be provided MassCo Funds.
(4) (26) Initial instructions in memo from Xx. Xxxxxx Xxxxxx.
Instructions may be changed from time to time by
proper instructions.
(5) (30) Letter to be supplied by Bradford Trust Company.
(6) (31) Report to be supplied by Bradford Trust Company.
B. Keystone Reports
(1) (3) Information to be supplied by Open Order System.
(2) (16) Will be prepared manually by State Street.
Calculations to be based on initial
instructions provided under (4)(26) memo.
(3) (18) To be prepared by State Street.
(4) (30) New SPARK Report to be provided the Funds.
(5) (31) Priding Quotes for foreign issues, restricted
securities and private placements not otherwise
available to State Street to be supplied by the Fund.
(6) (46) KIMCO Reports unnecessary.
(7) (58) State Street to prepare manually.
(8) (57) Keystone to provide.
(9) (70) New SPARK report to be provided the Funds.
(10) (73) SPARK Report to be provided the Funds.
(11) (74) New SPARK Report and hard copy tape to be provided
the Funds.
(12) (75) State Street to provide weekly report of fails for
each Fund.
(13) All new SPARK reports must be reviewed and accepted
by the Funds before they will be considered to comply
with State Street's Custodian, Portfolio Accounting
and Recordskeeping Agreements with the Funds, such
acceptance not to be unreasonably withheld.
IV. Responses
I. Fund Custodian Services
(a) Page 2
Checkwriting privilege is $.35 per check - charged
only for American Liquid Trust at this time. Other
Fund agreements to be amended to include this charge
if such privilege is ever offered to shareholders of
other Funds.
(b) Page 3 (6) Individuals responsible for Fund services
may change as long as the quality of the personnel
is maintained.
(c) Page 6 (11) State Street is liable for the acts of
its sub-custodians to the same extent that it is
liable for the acts of its agents.
II. Exhibits
1. Exhibit 1-2
(a) (6) Notices of corporate actions shall include,
without limitation notices of class actions and
bankruptcy actions in connection with issues held by
the Funds.
FIRST AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
This First Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between Keystone Custodian Funds, Inc. ("KCF") as
Trustee of Keystone Custodian Funds, Series B-4 (the "Fund') and State Street
Bank and Trust Company ("State Street"), dated December 31, 1979 (the
"Agreement') is made by and between the Fund and State Street as of January 1,
1982.
In consideration of the mutual agreements contained herein, State
Street and the Fund hereby agree to amend the Agreement by replacing all of
Section II, Paragraph 3(B) with the following provisions:
"B. Deposit of Fund Assets in Securities Systems.
Notwithstanding any other provision of this Agreement, State Street may
deposit and/or maintain securities owned by the Fund in Depository
Trust Company, a clearing agency registered with the Securities and
Exchange Commission under Section 17A of the Securities Exchange Act of
1934, which acts as a securities depository, or in the book-entry
system authorized by the U.S. Department of the Treasury and certain
federal agencies, collectively referred to herein as the Treasury and
certain federal agencies, collectively referred to herein as
"Securities Systems(s)" in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and regulations, if
any, and subject to the following provisions:
1. State Street may keep securities of the Fund in a Securities System
provided that such securities are deposited in an account
("Account") of State Street in the Securities System which shall not
include any assets of State Street other than assets held as a
fiduciary, custodian or otherwise for customers;
2. The records of State Street with respect to securities of the Fund
which are maintained in a Securities System shall identify by
bookentry those securities belonging to the Fund;
3. State Street shall pay for securities purchased for the account of
the Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of State Street to reflect such
payment and transfer for the account of the Fund. State Street shall
transfer securities sold for the account of the Fund upon (i)
receipt of advice from the Securities System that payment for such
securities has been transferred to the account, and (ii) the making
of an entry on the records of State Street to reflect such transfer
and payment for the account of the Fund. Copies of all advices from
the Securities System of transfers of securities for the account of
the Fund shall identify the Fund, be maintained for the Fund by
State Street and be provided to the Fund at its request. State
Street shall furnish the Fund confirmation of each transfer to or
from the account of the Fund in the form of a written advice or
notice and shall furnish to the Fund copies of daily transaction
sheets reflecting each day's transactions in the Securities System
for the account of Fund on the next business day;
0. Xxxxx Xxxxxx shall promptly provide the Fund with any report
obtained by State Street on the Securities System's accounting
system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System. State Street shall
promptly provide the Fund any report on State Street's accounting
system, internal accounting control and procedures for safeguarding
securities deposited with State Street which is reasonably requested
by the Fund;
5. Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for any claim, loss, liability,
damage or expense to the Fund, including attorney's fees, resulting
from use of a Securities System by reason of any negligence,
misfeasance or misconduct of State Street or any of its agents or of
any of its or their employees or from failure of State Street or any
such agent to enforce effectively such rights as it may have against
a Securities System. At the election of the Fund, it shall be
entitled to be subrogated to the rights of State Street or its
agents with respect to any claim against the Securities System or
any other person which State Street or its agents may have as a
consequence of any such claim, loss, liability, damage or expense if
and to the extent that the Fund has not been made whole for any such
loss or damage."
"BB. State Street's Records
The records of State Street (and its agents) with respect to its
services for the Fund shall at all times during the regular business
hours of State Street (or its agents) be open for inspection by duly
authorized officers employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission."
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
office as of the day and year first written above.
KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE FOR
KEYSTONE CUSTODIAN FUND,
SERIES B-4
By: [illegible]
----------------------------------
ATTEST:
[illegible]
--------------------------------
STATE STREET BANK AND TRUST COMPANY
By: [illegible]
----------------------------------
ATTEST:
[illegible]
--------------------------------
SECOND AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
This Second Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between Keystone Custodian Funds, Inc. ("KCF")
and Trustee of KEYSTONE CUSTODIAN FUNDS, SERIES B-4 (the "Fund") and STATE
STREET BANK AND TRUST COMPANY ("State Street"), dated December 31, 1979 and
amended January 1, 1982 (the "Agreement") is made by and between the Fund and
State Street as of December 31, 1982.
In consideration of the mutual agreements contained herein, State
Street and the Fund hereby agree to amend the Agreement by replacing each of
Section II, Paragraph 4(G), Section II, paragraph 6(B), and Section II,
Paragraph 7 with the following provisions:
"4. G. Disbursements. Upon receipt of proper instructions, make or
cause to be made, insofar as cash is available for the purpose, disbursements
for the payment on behalf of the Fund of its costs and expenses or reimbursement
to State Street or Keystone Custodian Funds, Inc. for their payment of any such
costs and expenses including the management fee of the Fund as provided by the
Fund's Trust Agreement, as amended."
"6. B. Expense Reimbursement. State Street shall be entitled to receive
from the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth on the
attached Schedule C."
"7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be as specified in the attached Schedule C. Such
compensation shall remain as provided in Schedule C until December 31, 1984,
unless this Agreement is terminated as provided in section 8A; provided,
however, that in the event either party terminates this Agreement as provided in
section 0X Xxxxx Xxxxxx hereby guarantees and agrees that no new Agreement
entered into between the parties shall require payment of compensation greater
than that specified herein during such period."
IN WITNESS WHEREOF, each of the parties hereto has caused this SECOND
Amendment to the Agreement to be executed in its name and on its behalf by a
duly authorized officer as of the day and year first written above.
KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE FOR
KEYSTONE CUSTODIAN FUND,
SERIES B-4
By: /s/ Xxxxx X. Xxxxxxxx Xx.
----------------------------------
Treasurer
ATTEST:
/s/ Xxxxxxxx Van Antwerp
-------------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ X. Xxxxxxxx
----------------------------------
Vice President
ATTEST:
/s/ [illegible]
--------------------------------
Schedule C
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE B-4
(Effective 1/1/83)
----------------------------------------------------------------------------
I. Administration
Custody, Portfolio and Fund Accounting service - Maintain custody of
fund assets. Settle portfolio purchases and sales. Report buy and sell
fail. Determine and collect portfolio income. make cash disbursements
and report cash transactions. Maintain investment ledgers, provide
selected portfolio transactions, position and income reports. Maintain
general ledger and capital stock accounts. Prepare daily trial balance.
Calculate net asset value daily. Provide selected general ledger
reports. Securities yield or market value quotations will be provided
to State Street from a source designated by the Fund.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average net assets and calculated in the same
manner as the fund management fee.
Annual Fee
----------
Fund Net Assets
---------------
First $35 million 1/15/of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No Minimum
II. Portfolio Trades - For each line item processed
All Trades $10.00
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $ 5.00
IV. Out-Of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but
are not limited to the following:
Telephone
Wire charges ($3.65 per wire in and $3.50 out)
Postage and insurance
Courier service
Legal fees
Supplied related to fund records
Rush transfer - $8 each
Duplicating
DTC Eligibility Books
Transfer fees
Sub-custodian charges
Price Waterhouse Audit Letter
Check writing ($.50 per check)
This fee schedule will terminate 12/31/83
Schedule C
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE B-4
(Effective 1/1/84)
------------------------------------------------------------------------------
I. Administration
Custody, Portfolio and Fund Accounting service - Maintain custody of
fund assets. Settle portfolio purchases and sales. Report buy and sell
fail. Determine and collect portfolio income. Make cash disbursements
and report cash transactions. Maintain investment ledgers, provide
selected portfolio transactions, position and income reports. Maintain
general ledger and capital stock accounts. Prepare daily trial balance.
Calculate net asset value daily. Provide selected general ledger
reports. Securities yield or market value quotations will be provided
to State Street from a source designated by the Fund.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average net assets and calculated in the same
manner as the fund management fee.
Annul Fee
---------
Fund Net Assets
---------------
First $35 million 1/15/of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No Minimum
II. Portfolio Trades - For each line item processed
All Trades $12.25
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $ 5.00
IV. Out-Of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but
are not limited to the following:
Telephone
Wire charges ($3.65 per wire in and $3.50 out)
Postage and insurance
Courier service
Legal fees
Supplied related to fund records
Rush transfer - $8 each
Duplicating
DTC Eligibility Books
Transfer fees
Sub-custodian charges
Price Waterhouse Audit Letter
Check writing ($.50 per check)
This fee schedule will terminate 12/31/84
THIRD AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUND, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
This Third Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE CUSTODIAN FUNDS, INC., AS
TRUSTEE OF KEYSTONE CUSTODIAN FUND, SERIES B-4 (the "Fund")) and STATE STREET
BANK AND TRUST COMPANY ("State Street"), dated December 31, 1979, amended
January 1, 1982, and December 31, 1982 ("Agreement") is made by and between the
Fund and State Street as of December 31, 1984.
In consideration of the mutual agreements contained herein, State
Street and the Fund hereby agree to amend the Agreement by replacing each of
Section II, Paragraph 6(B), and Section II, Paragraph 7 with the following
provisions:
"6. B. Expense Reimbursement. State Street shall be entitled to receive
from the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth on the
attached Schedule D.
"7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be as specified in the attached Schedule D. Such
compensation shall remain as provided in Schedule D until December 31, 1986,
unless this Agreement is terminated as provided in Section 8A; provided,
however, that in the event either party terminates this Agreement as provided in
Section 0X Xxxxx Xxxxxx hereby guarantees and agrees that no new agreement
entered into between the parties shall require payment during such period of
compensation greater than that specified herein."
IN WITNESS WHEREOF, each of the paries hereto has caused this Amendment
to the Agreement to be executed in its name and on its behalf by a duly
authorized officer as of the day and year first written above.
KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE FOR
KEYSTONE CUSTODIAN FUND,
SERIES B-4
ATTEST: By: /s/ Xxxxx Xxxxxxxx Xx.
----------------------------------
/s/ Xxxxxxxx Van Antwerp
------------------------------------- Office: Treasurer
STATE STREET BANK AND TRUST COMPANY
ATTEST: By: /s/ X. Xxxxxxxx
----------------------------------
/s/ [illegible]
------------------------------------- Office: Vice President
Schedule D
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE CUSTODIAN FUNDS, SERIES B-4
(Effective 1/1/95)
I. Administration
Custodian, Portfolio and Fund Accounting Service - Maintain custody of Fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report cash
transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and capital
stock accounts. Prepare daily trial balance. Calculate net asset value daily.
Provide selected general ledger reports. Securities yield or market value
quotations will be provided to Sate street from a source designated by the Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as the
Fund management fee.
Annual Fee
----------
Fund Net Assets
---------------
First $35 million 1/15 of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No minimum
II. Portfolio Trades - For each line item processed
a) Depository Trust Company and Federal Reserve
Book Entry System $12.25
b) Physical delivery, options nd all other
trades $16.00
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $ 5.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will
be made as of the end of each month. Out-of-pocket expenses include,
but are not limited to the following:
Telephone
Wire charges ($3.85 per wire in the $3.60 out)
Postage and insurance
Courier service
Legal fees
Supplies related to Fund records
Rush transfer - $8.00 each
Duplicating
DTC eligibility books
Transfer fees
Sub-custodian charges
Price Waterhouse audit letter
Check writing ($.50 per check)
V. Additional Accounting and Reporting Functions
$150 per month
This fee schedule will terminate 12/31/86
#10160631
FOURTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, INC.,
AS TRUSTEE FOR
KEYSTONE CUSTODIAN FUND, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
This Fourth Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE CUSTODIAN FUNDS, INC. AS TRUSTEE
FOR KEYSTONE CUSTODIAN FUND, SERIES B-4 ("Fund") and STATE STREET BANK AND TRUST
COMPANY ("State Street"), dated December 31, 1979 and amended through December
31, 1984 ("Agreement") is made by and between the Fund and State Street as of
September 1, 1988.
In consideration of the mutual agreements contained herein, State
Street and the Fund hereby agree to amend the Agreement as follows:
1. Section II, Paragraph 3(K) is amended by inserting the following
language after Paragraph 3(J) and by renumbering existing Paragraph 3(K) as
Paragraph 3(L):
" K. Compliance with Applicable Rules and Regulations of The
Options Clearing Corporation and National Securities or Commodities Exchanges or
Commissions. Upon receipt of proper instructions, deliver securities in
accordance with the provisions of any agreement among the Fund, the Custodian
and a broker-dealer registered under the Securities Exchange Act of 1934
("Exchange Act") and a member of the National Association of Securities Dealers,
Inc.("NASD"), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund; or, upon receipt of proper
instructions deliver securities in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract market, or
any similar organization or organizations, regarding account deposits in
connection with transactions by the Fund."
2. Existing Section II, Paragraph 3(L) is renumbered as Paragraph 3(M).
3. The following language is inserted after new Paragraph 3(M) as
Paragraph 3(N) :
" N. Segregated Account. The Custodian shall upon receipt of
proper instructions, establish and maintain a segregated account or accounts for
and on behalf of the Fund, into which account or accounts may be transferred
cash and/or securities, including securities maintained in an account by the
Custodian pursuant to Paragraph 3(B) hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv), for other
proper corporate purposes, but only, in the case of clause (iv), upon receipt
of, in addition to proper instructions, a certified copy of a resolution of the
Board of Trustees signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper corporate
purposes."
4. Existing Section II, Paragraphs 3(M) and 3(N) are renumbered as
Paragraphs 3(O) and 3(P).
5. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE FOR
KEYSTONE CUSTODIAN FUND,
SERIES B-4
/s/ Xxxxxxxx X. Van Antwerp By: /s/ Xxxxxx X. Xxxxxx, III
----------------------------- ------------------------------
President
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ [illegible] /s/ [illegible]
----------------------------- By: ------------------------------
Vice President
FIFTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE OF
KEYSTONE CUSTODIAN FUND, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
This Fifth Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE CUSTODIAN FUNDS, INC. AS TRUSTEE
OF KEYSTONE CUSTODIAN FUND, SERIES B-4, ("Fund") and STATE STREET BANK AND TRUST
COMPANY ("State Street"), dated December 31, 1979 and amended through September
1, 1988 ("Agreement") is made by and between the Fund and State Street as of
January 1, 1989.
In consideration of the mutual agreements contained herein, State
Street and the Fund hereby agree to amend the Agreement as follows:
1. Section 3-D of Section II entitled, Purchases is amended by
concluding the first sentence of such paragraph with the following:
"or, upon receipt by State Street of a facsimile copy of a letter of
understanding with respect to a time deposit account of the Fund signed
by any bank, whether domestic or foreign, and pursuant to Proper
Instructions from the Fund as defined in Section 5-A, for transfer to
the time deposit account of the Fund in such bank; such transfer may be
effected prior to receipt of a confirmation from a broker and/or the
applicable bank."
2. Section II is amended by deleting existing Paragraph 7 and by
inserting the following as Paragraph 7:
" 7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be specified in the attached Exhibit A. Such
compensation shall remain fixed until December 31, 1989, unless this
Agreement is terminated as provided in Section 8A."
3. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE FOR
KEYSTONE CUSTODIAN FUND,
SERIES B-4
/s/ Xxxxxxxx X. Van Antwerp By: /s/ Xxxxxx X. Xxxxxx, III
----------------------------- ------------------------------
President
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ [illegible] /s/ [illegible]
----------------------------- By: ------------------------------
Vice President
SIXTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUND, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
This Sixth Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE CUSTODIAN FUND, SERIES B-4
("Fund") and STATE STREET BANK AND TRUST COMPANY ("State Street"), dated
December 31, 1979 and amended through January 1, 1989 ("Agreement"), is made by
and between the Fund and State Street as of February 8, 1990.
In consideration of the mutual agreements contained herein, State
Street and the Fund hereby agree to amend the Agreement as follows:
1. Section II is amended by deleting Paragraph 8 and by inserting the
following as Paragraph 7A:
" 0X. Xxx Xxxx xxxxx xxx Xxxxx Xxxxxx for its services as Custodian
such compensation as specified in the existing Schedule A. Such
compensation shall remain fixed until March 31, 1990 unless this
Agreement is terminated as provided in Paragraph 8A."
2. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE CUSTODIAN FUND,
SERIES B-4
/s/ [illegible] By: /s/ [illegible]
----------------------------- ------------------------------
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ [illegible] /s/ [illegible]
----------------------------- By: ------------------------------
Vice President
SEVENTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUND, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
This Seventh Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE CUSTODIAN FUND, SERIES B-4, a
Pennsylvania common law trust organized and existing under the laws of the state
of Pennsylvania and having a principal place of business at 00 Xxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called the "Fund"), and State Street
Bank and Trust Company, a Massachusetts trust company, having its principal
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(hereinafter called the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian, Fund
Accounting and Recordkeeping Agreement dated December 31, 1979, as most recently
amended January 1, 1989 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of credit
(the "Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 100% of the Fund's proportionate share of the face
amount of the Letter of Credit;
WHEREAS: The Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian with
respect to the Letter of Credit and to amend the Custodian Contract to provide
for the establishment and maintenance thereof:
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby amend the Custodian
Contract as follows:
1. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and maintain
a segregated account (the "Letter of Credit Custody Account") for
and on behalf of the Fund as contemplated by [Section II,
Paragraph 3N (iv) of the Custodian Contract] for the purpose of
collateralizing the Fund's obligations under this Amendment to
the Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian shall
hold in the Letter of Credit Custody Account cash, certificates
of deposit, U.S. government securities or other high-grade debt
securities owned by the Fund acceptable to the Custodian
(collectively "Collateral Securities") equal to 100% of the
Fund's proportionate share of the face amount which the Company
may draw under the Letter of Credit. Upon receipt of such
Collateral Securities in the Letter of Credit Custody Account,
the Custodian shall issue the Letter of Credit to the Company.
4. The Fund hereby grants to the Custodian a security interest in
the Collateral Securities from time to time in the Letter of
Credit Custody Account (the "Collateral") to secure the
performance of the Fund's obligations to the Custodian with
respect to the Letter of Credit, including, without limitation,
under Section 5-144(3) of the Uniform Commercial Code. The Fund
shall register the pledge of Collateral and execute and deliver
to the Custodian such powers and instruments of assignment as may
be requested by the Custodian to evidence and perfect the limited
interest in the Collateral granted hereby.
5. The Collateral Securities in the Letter of Credit Custody Account
may be substituted or exchanged (including substitutions or
exchanges which increase or decrease the aggregate value of the
Collateral) only pursuant to Proper Instructions from the Fund
after the Fund notifies the Custodian of the contemplated
substitution or exchange and the Custodian agrees that such
substitution or exchange is acceptable to the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the
Custodian to the Company, the Custodian may withdraw from the
Letter of Credit Custody Account Collateral Securities in an
amount equal in value to the amount actually so paid. The
Custodian shall have with respect to the Collateral so withdrawn
all of the rights of a secured creditor under the Uniform
Commercial Code as adopted in the Commonwealth of Massachusetts
at the time of such withdrawal and all other rights granted or
permitted to it under law.
7. The Custodian will transfer upon receipt all income earned on the
Collateral to the Fund custody account unless the Custodian
receives Proper Instructions from the Fund to the contrary.
8. Upon the drawing by the Company of all amounts which may become
payable to it under the Letter of Credit and the withdrawal of
all Collateral Securities with respect thereto by the Custodian
pursuant to Section 6 hereof, or upon the termination of the
Letter of Credit by the Fund with the written consent of the
Company, the Custodian shall transfer any Collateral Securities
then remaining in the Letter of Credit Custody Account to another
fund custody account.
9. Collateral held in the Letter of Credit Custody Account shall be
released only in accordance with the provisions of this Amendment
to Custodian Contract. The Collateral shall at all times until
withdrawn pursuant to Section 6 hereof remain the property of the
Fund, subject only to the extent of the interest granted herein
to the Custodian.
10. Notwithstanding any other termination of the Custodian Contract,
the Custodian Contract shall remain in full force and effect with
respect to the Letter of Credit Custody Account until transfer of
all Collateral Securities pursuant to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation for
its issuance of the Letter of Credit and for its services in
connection with the Letter of Credit Custody Account as agreed
upon from time to time between the Fund and the Custodian.
12. The Custodian Contract as amended hereby shall be governed by,
and construed and interpreted under, the laws of the Commonwealth
of Massachusetts.
13. The parties agree to execute and deliver all such further
documents and instruments and to take such further action as may
be required to carry out the purposes of the Custodian Contract,
as amended hereby.
14. Except as provided in this Amendment, the Custodian Contract
shall remain in full force and effect, without amendment or
modification, and all applicable provisions of the Custodian
Contract, as amended hereby, shall govern the Letter of Credit
Custody Account and the rights and obligations of the Fund and
the Custodian under this Amendment to Custodian Contract. No
provision of this Amendment to Custodian Contract shall be deemed
to constitute a waiver of any rights of the Custodian under the
Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of the 8th day of
February, 1990.
ATTEST: KEYSTONE CUSTODIAN FUND,
SERIES B-4
/s/ [illegible] By: /s/ [illegible]
----------------------------- ------------------------------
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ [illegible] /s/ [illegible]
----------------------------- By: ------------------------------
Assistant Secretary Vice President
EIGHTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUND, SERIES X-0
XXX
XXXXX XXXXXX XXXX AND TRUST COMPANY
This Eighth Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE CUSTODIAN FUND, SERIES B-4 ("Fund") and STATE
STREET BANK AND TRUST COMPANY ("State Street"), dated December 31, 1979 and as
amended from time to time ("Agreement") is made by and between the Fund and
State Street as of November 1, 1992.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement as follows:
I. THE FOLLOWING LANGUAGE IS INSERTED AFTER SECTION II, PARAGRAPH 3(0) AS
PARAGRAPH 3(P):
"P. Property of the Fund Held Outside of the United States
1. Appointment of Foreign Subcustodians.
State Street is authorized and instructed to employ as Subcustodians for
the Fund's securities and other assets maintained outside of the United States
the foreign banking institutions and foreign securities depositories designated
on Schedule C hereto ("Foreign Subcustodians"). Upon receipt of Proper
Instructions, together with a certified resolution of the Fund's Board of
Trustees, State Street and the Fund may agree to amend Schedule C hereto from
time to time to designate additional foreign banking institutions and foreign
securities depositories to act as Foreign Subcustodians. Upon receipt of Proper
Instructions from the Fund, State Street shall cease the employment of any one
or more of such Subcustodians for maintaining custody of the Fund's assets.
2. Assets to be Held.
State Street shall limit the securities and other assets maintained in the
custody of the Foreign Subcustodians to: (a) "foreign securities", as defined in
paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940 ("1940
Act"), and (b) cash and cash equivalents in such amounts as State Street or the
Fund may determine to be reasonably necessary to effect the Fund's foreign
securities transactions.
3. Foreign Securities Depositories.
Except as may otherwise be agreed upon in writing by State Street and the
Fund, assets of the Fund shall be maintained in foreign securities depositories
only through arrangements implemented by the foreign banking institutions
serving as Foreign Subcustodians pursuant to the terms hereof.
4. Segregation of Securities.
State Street shall identify on its books as belonging to the Fund, the
foreign securities of the Fund held by each Foreign Subcustodian. Each agreement
pursuant to which State Street employs a foreign banking institution shall
require that such institution establish a custody account for State Street on
behalf of the Fund, and physically segregate in that account, securities and
other assets of the Fund, and, in the event that such institution deposits the
Fund's securities in a foreign securities depository, that it shall identify on
its books as belonging to State Street, as agent for the Fund, the securities so
deposited (all collectively referred to as the "account").
5. Agreements with Foreign Banking Institutions.
Each agreement with a foreign banking institution shall be substantially in
the form set forth in Schedule D hereto and shall provide that:
a. the Fund's assets will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the foreign banking
institution or its creditors or agents, except a claim of payment for their safe
custody or administration;
b. the Foreign Subcustodian shall maintain insurance covering the
Fund's assets,
c. beneficial ownership for the Fund's assets will be freely
transferable without the payment of money or value other than for custody or
administration;
d. adequate records will be maintained identifying the assets as
belonging to the Fund;
e. officers of or auditors employed by, or other representatives
of State Street, including to the extent permitted under applicable law, the
independent public accountants for the Fund, will be given access to the books
and records of the foreign banking institution relating to its actions under its
agreement with State Street;
f. assets of the Fund held by the Foreign Subcustodian will be
subject only to the instructions of State Street or its agents; and
g. the Foreign Subcustodian will provide periodic reports with
respect to the safekeeping of the Fund's assets, including notification of any
transfer to or from the Fund's account.
6. Access of Independent Accountants of the Fund.
Upon request of the Fund, State Street will use its best efforts to arrange
for the independent accountants of the Fund to be afforded access to the books
and records of any foreign banking institution employed as a Foreign
Subcustodian insofar as such books and records relate to the performance of such
foreign banking institutions under its agreement with State Street.
7. Reports by State Street.
State Street will supply to the Fund from time to time, as mutually agreed
upon, statements in respect of the securities and other assets of the Fund held
by Foreign Subcustodians, including but not limited to an identification of
entities having possession of the Fund's securities and other assets and advices
or notifications of any transfers of securities of or from each custodian
account maintained by a foreign banking institution for State Street on behalf
of the Fund indicating, as to securities acquired for the Fund, the identity of
the entity having physical possession of such securities.
8. Transactions in Foreign Custody Account.
a. Upon receipt of Proper Instructions, which may be continuing
Instructions when deemed appropriate by the parties, State Street shall make or
cause its Foreign Subcustodian to transfer, exchange or deliver foreign
securities owned by the Fund, but, except to the extent explicitly provided in
this Section II(3)(P), only in any of the cases specified in this Agreement:
b. Upon receipt of Proper Instructions, which may be continuing
Instructions when deemed appropriate by the parties, State Street shall pay out
or, cause its Foreign Subcustodians to pay out monies of the Fund, but, except
to the extent explicitly provided in this Section II(3)(P), only in any of the
cases specified in this Agreement;
c. Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for securities received for the account of the Fund and
delivery of securities maintained for the account of the Fund may be effected in
accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities to the
purchaser thereof or to a dealer thereof (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer;
d. Securities maintained in the custody of a Foreign Subcustodian
may be maintained in the name of such entity's nominee to the same extent as set
forth in Section II, Paragraphs (2) and (3)(P) of this Agreement and the Fund
agrees to hold any such nominee harmless from any liability as a holder of
record of such securities.
9. Liability of Foreign Subcustodians.
Each agreement pursuant to which State Street employs a foreign
banking institution as a Foreign Subcustodian shall require the institution to
exercise reasonable care in the performance of its duties and to indemnify and
hold harmless State Street and the Fund from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the Fund, it
shall be entitled to be subrogated to the rights of State Street with respect to
any claims against a foreign banking institution as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent that the
Fund has not been made whole for any such loss, damage, cost, expense, liability
or claim.
10. Liability of State Street.
State Street shall be liable to the Fund for the acts or omissions of a
foreign banking institution appointed pursuant to these provisions to the
same extent that such foreign banking institution is liable to State Street as
provided under Section 3(P)(9); provided, however, that State Street shall not
be liable to the Fund for any loss resulting from or caused by nationalization,
expropriation, currency restrictions, acts of war or terrorism or other similar
events or acts.
11. Monitoring Responsibilities.
State Street shall furnish annually to the Fund, during the month of
June, information concerning the Foreign Subcustodians employed by State
Street. Such information shall be similar in kind and scope to that furnished to
the Fund in connection with the initial approval of this Agreement. In addition,
State Street will promptly inform the Fund in the event that State Street learns
of a material adverse change in the financial condition of a Foreign
Subcustodian or any material loss in the assets of the Fund, or is notified by a
foreign banking institution employed as a Foreign Subcustodian that there
appears to be a substantial likelihood that its shareholders' equity will
decline below $200 million (U.S. dollars of the equivalent thereof) or that its
shareholders equity has declined below $200 million (in each case computed in
accordance with generally accepted U.S. accounting principles.)
12. Branches of U.S. Banks.
Except as otherwise set forth in this Agreement, the provisions hereof
shall not apply where the custody of the Fund assets maintained is a
foreign branch of a banking institution which is a "bank" as defined by Section
2(a)-(5) of the 1940 Act which meets the qualifications set forth in Section
26(a) of the 1940 Act. The appointment of any such branch as a subcustodian
shall be governed by Paragraph 6(C) of Section II of this Agreement."
II. IN ALL OTHER RESPECTS THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE CUSTODIAN FUND, SERIES B-4
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
--------------------------------- By: ----------------------------------
President
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ Illegible /s/ Illegible
--------------------------------- By: ----------------------------------
Vice President
Schedule C
SCHEDULE A
17f-5 APPROVAL
The Board of Directors/Trustees of Keystone Custodian Fund, Series B-4 has
approved certain foreign banking institutions and foreign securities
depositories within State Street's Global Custody Network for use as
subcustodians for the Fund's securities, cash and cash-equivalents held outside
of the United States. Board approval is as indicated by the Fund's Authorized
Officer:
FUND
OFFICER
INITIALS COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY
XXX Argentina Citibank, N.A. Caja deValores S.A.
XXX Australia Westpac Banking Austraclear Limited;
Corporation
Reserve Bank Information and
Transfer System (RITS)
XXX Austria GiroCredit Bank Oesterreichische
Aktiengesellschaft Kontrollbank AG
der Sparkassen
--- Bangladesh Standard Chartered Bank None
XXX Belgium Generale Bank Caisse Interprofessionnelle
de Depots et de Virements
de Titres S.A. (CIK);
Banque Nationale de Belgique
--- Botswana Barclays Bank of Botswana None
Limited
XXX Brazil Citibank. N.A. Bolsa de Valores de
Sao Paulo (Bovespa);
Banco Central do Brasil,
Systema Especial de
Liquidacao e Custodia
(SELIC)
XXX Canada Canada Trustco The Canadian Depository
Mortgage Company for Securities Limited (CDS)
SCHEDULE A
17f-5 APPROVAL
FUND
OFFICER
INITIALS COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY
XXX Chile Citibank, N.A. None
--- China The Hongkong and Shanghai Securities Central
Shanghai Banking Clearing and Registration
Corporation Limited Corporation (SSCCRC);
Schenzhen Securities
Registrars Co., Ltd. and
its designated agent xxxxx
XXX Colombia Cititrust Colombia S.A. None
Sociedad Fiduciaria
--- Cyprus Barclays Bank PLC None
--- Czech Ceskoslovenska Obchodni Stredisko Cennych Papiru
Republic Banka A.S. (SCP); Czech National
Bank (CNB)
XXX Denmark Den Danske Bank Vaerdipapircentralen-
The Danish Securities
Center (VP)
--- Egypt National Bank of Egypt None
XXX Finland Kansallis-Osake-Pankki The Central Share Register
of Finland
XXX France Banque Paribas Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres
(SICOVAM);
Banque de France,
Saturne System
XXX Germany Berliner Handels- The Deutscller
und Frankfurter Bank Kassenverein AG
SCHEDULE A
17f-5 APPROVAL
FUND
OFFICER
INITIALS COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY
--- Ghana Barclays Bank of Ghana None
Limited
XXX Greece National Bank of Greece S.A. The Central Securities
Depository
(Apothetirio Titlon A.E.)
XXX Xxxx Kong Standard Chartered Bank The Central Clearing and
Settlement System (CCASS)
XXX Hungary Citibank Budapest Rt. None
--- India The Hongkong and None
Shanghai Banking
Corporation Limited
XXX Indonesia Standard Chartered Bank None
--- Ireland Bank of Ireland None;
The Central Bank of Ireland,
The Gilt Settlement Office
(GSO)
--- Israel Bank Hapoalim B.M. The Clearing House of the
Tel Aviv Stock Exchange
XXX Italy Xxxxxx Guaranty Monte Titoli S.p.A.;
Trust Company
Banca d'Italia
XXX Japan Sumitomo Trust None;
& Banking Co., Ltd.
Bank of Japan Net System
--- Jordan The British Bank of the None
Middle East
SCHEDULE A
17f-5 APPROVAL
FUND
OFFICER
INITIALS COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY
--- Kenya Barclays Bank of Kenya None
Limited
XXX Korea Bank of Seoul Korea Securities Depository
(KSD)
XXX Malaysia Standard Chartered Bank None
Malaysia Berhad
XXX Mexico Citibank, N.A. S.D. INDEVAL, S.A. de C.V.
(Instituto para el Deposito
de Valores);
Banco de Mexico
--- Morocco Banque Commerciale None
du Maroc
XXX Netherlands MeesPierson N.V. Nederlands Centraal
Instituut voor Giraal
Effectenverkeer B.V.
(NECIGEF)
XXX New Zealand ANZ Banking Group None;
(New Zealand) Limited
The Reserve Bank of
New Zealand,
Austraclear NZ
XXX Norway Christiania Bank og Verdipapirsentralen-
Kreditkasse The Norwegian Registry
of Securities (VPS)
--- Pakistan Deutsche Bank AG None
XXX Peru Citibank, N.A. Caja de Valores (CAVAL)
XXX Philippines Standard Chartered Bank None
SCHEDULE A
17f-5 APPROVAL
FUND
OFFICER
INITIALS COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY
--- Poland Citibank Poland S.A. The National Depository
of Securities (Centrum
Krajowego Depozvtu
Papierow Wartosciowych)
XXX Portugal Banco Comercial Portugues Central de Valores
Mobiliarios (Central)
XXX Singapore The Development Bank The Central Depository
of Singapore Ltd. (Pte) Limlted (CDP)
--- South Africa Standard Bank of None
South Africa Limited
XXX Spain Banco Santander, S.A. Servicio de Compensacion y
Liquidacion de Valores
(SCLV);
Banco de Espana.
Anotaciones en Cuenta
--- Sri Lanka The Hongkong and The Central Depository
Shanghai Banking System (Pvt) Limited
Corporation Limited
XXX Sweden Skandinaviska Enskilda Vardepapperscentralen
Banken The Swedish Securities
Register Center (VPC)
XXX Switzerland Union Bank of Switzerland Schweizerische Effekten-
Giro AG (SEGA)
--- Taiwan Central Trust of China The Taiwan Securities
Central Depository
Company, Ltd. (TSCD)
SCHEDULE A
17f-5 APPROVAL
FUND
OFFICER
INITIALS COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY
XXX Thailand Standard Chartered Bank The Share Depository Center
(SDC)
XXX Turkey Citibank, N.A. Istanbul Stock Exchange
Settlement and Custody Co.,
Inc. (I.M.K.B. Takas ve
Saklama A.S.)
XXX United State Street Bank and None;
Kingdom Trust Company
The Bank of England,
The Central Gilts Office
(CGO);
The Central Moneymarkets
Office (CMO)
XXX Uruguay Citibank, N.A. None
XXX Venezuela Citibank, N.A. None
--- Zambia Barclays Bank of Zambia None
Limited
--- Zimbabwe Barclays Bank of Zimbabwe None
Limited
XXX Euroclear / State Street London Limited
XXX Xxxxx / State Street London Limited
CERTIFIED BY:
/s/ Xxxxxxxx Van Antwerp 9/27/94
------------------------------------------ ----------------------------
Fund's Authorized Officer Date
Schedule D
SUBCUSTODIAN AGREEMENT
AGREEMENT made this day of _, 19__,
between State Street Bank and Trust Company, A Massachusetts Trust Company
(hereinafter referred to as the "Custodian"), having its principal place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX, and
(hereinafter referred to as the
"Subcustodian"), a organized under the laws of
and having an office at
WHEREAS, Custodian has been appointed to act as Trustee, Custodian or
Subcustodian of securities and monies on behalf of certain of its customers
including, without limitation, collective investment undertakings, investment
companies subject to the U.S. Investment Company Act of 1940, as amended, and
employee benefit plans subject to the U.S. Employee Retirement Income Security
Act of 1974, as amended;
WHEREAS, Custodian wishes to establish Account (the "Account") with the
Subcustodian to hold and maintain certain property for which Custodian is
responsible as custodian; and
WHEREAS, Subcustodian agrees to establish the Account and to hold and
maintain all Property in the Account in accordance with the terms and conditions
herein set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the Custodian and the Subcustodian agree as follows:
I. The Account
A. Establishment of the Account. Custodian hereby requests that
Subcustodian establish for each client of the Custodian an Account which shall
be composed of:
1. A Custody Account for any and all Securities (as hereinafter defined)
from time to time received by Subcustodian therefor, and
2. A Deposit Account for any and all Cash (as hereinafter defined) from
time to time received by Subcustodian therefor.
B. Use of the Account. The Account shall be used exclusively to hold,
acquire, transfer or otherwise care for, on behalf of Custodian as custodian and
the customers of Custodian and not for Custodian's own interest, Securities and
such Cash or cash equivalents as are transferred to Subcustodian or as are
received in payment of any transfer of, or as payment on, or interest on, or
dividend from, any such Securities (herein collectively called "Cash").
C. Transfer of Property in the Account. Beneficial ownership of the
Securities and Cash in the Account shall be freely transferable without payment
of money or value other than for safe custody and administration.
D. Ownership and Segregation of Property in the Account. The ownership of
the property in the Account, whether Securities, Cash or both, and whether any
such property is held by Subcustodian in an Eligible Depository, shall be
clearly recorded on Subcustodian's books as belonging to Custodian on behalf of
Custodian's customers, and not for Custodian's own interest and, to the extent
that Securities are physically held in the Account, such Securities shall also
be physically segregated from the general assets of Subcustodian, the assets of
Custodian in its individual capacity and the assets of Subcustodian's other
customers. In addition, Subcustodian shall maintain such other records as may be
necessary to identify the property hereunder as belonging to each Account.
E. Registration of Securities in the Account. Securities which are eligible
for deposit in a depository as provided for in Paragraph III may be maintained
with the depository in an account for Subcustodian's customers. Securities which
are not held in a depository and that are ordinarily held in registered form
will be registered in the name of Subcustodian or in the name of Subcustodian's
nominee, unless alternate Instructions are furnished by Custodian.
II. Services to Be Provided By the Subcustodian
The services Subcustodian will provide to Custodian and the manner in which
such services will be performed will be as set forth below in this Agreement.
A. Services Performed Pursuant to Instructions. All transactions involving
the Securities and Cash in the Account shall be executed solely in accordance
with Custodian's Instructions as that term is defined in Paragraph IV hereof,
except those described in paragraph B below.
B. Services to Be Performed Without Instructions. Subcustodian will, unless
it receives Instructions from Custodian to the contrary:
1. Collect Cash. Promptly collect and receive all dividends, income,
principal, proceeds from transfer and other payments with respect to property
held in the Account, and present for payment all Securities held in the Account
which are called, redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon presentation, and
credit Cash receipts therefrom to the Deposit Account.
2. Exchange Securities. Promptly exchange Securities where the exchange
is purely ministerial including, without limitation, the exchange of temporary
Securities for those in definitive form and the exchange of warrants, or other
documents of entitlement to Securities, for the Securities themselves.
3. Sale of Rights and Fractional Interests. Whenever notification of a
rights entitlement or a fractional interest resulting from a rights issue, stock
dividend or stock split is received for the Account and such rights entitlement
or fractional interest bears an expiration date, Subcustodian will promptly
endeavor to obtain Custodian's Instructions, but should these not be received in
time for Subcustodian to take timely action, Subcustodian is authorized to sell
such rights entitlement or fractional interest and to credit the Account.
4. Execute Certificates. Execute in Custodian's name for the Account,
whenever Subcustodian deems it appropriate, such ownership and other
certificates as may be required to obtain the payment of income from the
Securities held in the account.
5. Pay Taxes and Receive Refunds. To pay or cause to be paid from the
Account any and all taxes and levies in the nature of taxes imposed on the
property in the Account by any governmental authority, and to take all steps
necessary to obtain all tax exemptions, privileges or other benefits, including
reclaiming and recovering any foreign withholding tax, relating to the Account
and to execute any declaration, affidavits, or certificates of ownership which
may be necessary in connection therewith.
6. Prevent Losses. Take such steps as may be reasonably necessary to secure
or otherwise prevent the loss of, entitlements attached to or otherwise relating
to property held in the Account.
C. Additional Services.
1. Transmission of Notices of Corporate Action. By such means as will
permit Custodian to take timely action with respect thereto, Subcustodian will
promptly notify Custodian upon receiving notices or reports, or otherwise
becoming aware, of corporate action affecting Securities held in the Account
(including, but not limited to, calls for redemption, mergers, consolidations,
reorganizations, recapitalizations, tender offers, rights offerings, exchanges,
subscriptions and other offerings) and dividend, interest and other income
payments relating to such Securities.
2. Communications Regarding the Exercise of Entitlements. Upon request by
Custodian, Subcustodian will promptly deliver, or cause any Eligible Depository
authorized and acting hereunder to deliver, to Custodian all notices, proxies,
proxy soliciting materials and other communications that call for voting or the
exercise of rights or other specific action (including material relative to
legal proceedings intended to be transmitted to security holders) relating to
Securities held in the Account to the extent received by Subcustodian or said
Eligible Depository, such proxies or any voting instruments to be executed by
the registered holder of the Securities, but without indicating the manner in
which such Securities are to be voted.
3. Monitor Financial Service. In furtherance of its obligations under
this Agreement, Subcustodian will monitor a leading financial service with
respect to announcements and other information respecting property held in the
Account, including announcements and other information with respect to corporate
actions and dividend, interest and other income payments.
III. Use of Securities Depository
Subcustodian may, with the prior written approval of Custodian, maintain
all or any part of the Securities in the Account with a securities depository or
clearing agency which is incorporated or organized under the laws of a country
other than the United States of America and is supervised or regulated by a
government agency or regulatory authority in the foreign jurisdiction having
authority over such depositories or agencies, and which operates (a) the central
system for handling of designated securities or equivalent book entries in _
, or (b) a transnational system for the central
handling of securities or equivalent book entries (herein called "Eligible
Depository"), provided however, that, while so maintained, such Securities shall
be subject only to the directions of Subcustodian, and that Subcustodian duties,
obligations and responsibilities with regard to such Securities shall be the
same as if such Securities were held by Subcustodian on its premises.
IV. Claims Against Property in the Account
The property in the account shall not be subject to any right, charge,
security interest, lien or claim of any kind (collectively "Charges") in favor
of Subcustodian or any Eligible Depository or any creditor of Subcustodian or of
any Eligible Depository except a claim for payment for such property's safe
custody or administration in accordance with the terms of this Agreement.
Subcustodian will immediately notify Custodian of any attempt by any party to
assert any Charge against the property held in the Account and shall take all
lawful actions to protect such property from such Charges until Custodian has
had a reasonable time to respond to such notice.
V. Subcustodian's Warranty
Subcustodian represents and warrants that:
(A) It is a branch of a "qualified U.S. bank" or an "eligible foreign
custodian" as those terms are defined in Rule 17f-5 of the Investment Company
Act of 1940, a copy of which is attached hereto as Attachment A (the "Rule"),
and Subcustodian shall immediately notify Custodian, in writing or by other
authorized means, in the event that there appears to be a substantial likelihood
that Subcustodian will cease to qualify under the Rule as currently in effect or
as hereafter amended, or
(B) It is the subject of an exemptive order issued by the United States
Securities and Exchange Commission which order permits Custodian to employ
Subcustodian notwithstanding the fact that Subcustodian fails to qualify under
the terms of the Rule, and Subcustodian shall immediately notify Custodian, in
writing or by other authorized means, if for any reason it is no longer covered
by such exemptive order.
Upon receipt of any such notification required under (A) or (B) of this section,
Custodian may terminate this Agreement immediately without prior notice to
Subcustodian.
VI. Definitions
A. Instructions. The term "Instructions" means:
1. instructions in writing signed by authorized individuals designated
as such by Custodian;
2. telex or tested telex instructions of Custodian;
3. other forms of instructions in computer readable form as shall
customarily be used for the transmission of like information, and
4. such other forms of communication as from time to time may be agreed
upon by Custodian and Subcustodian, which Subcustodian believes in good faith to
have been given by Custodian or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Custodian may specify.
Unless otherwise expressly provided, ail Instructions shall continue in
full force and effect until canceled or superseded. Subcustodian shall act in
accordance with Instructions and shall not be liable for any act or omission in
respect of any Instruction except in the case of willful default, negligence,
fraud, bad faith, willful misconduct, or reckless disregard of duties on the
part of Subcustodian. Subcustodian in executing all Instructions will take
relevant action in accordance with accepted industry practice and local
settlement practice.
B. Account. The term "Account" means collectively the Custody Account, and
the Deposit Account.
C. Securities. The term "Securities" includes, without limitation, stocks,
shares, bonds, debentures, debt securities (convertible or non-convertible),
notes, or other obligations or securities and any certificates, receipts,
futures contracts, foreign exchange contracts, options, warrants, scrip or other
instruments representing rights to receive, purchase or subscribe for the same,
or evidencing or representing any other rights or interests therein, or in any
property or assets.
VII. Miscellaneous Provisions
A. Statements Regarding the Account. Subcustodian will supply Custodian
with such statements regarding the Account as Custodian may request, including
the identity and location of any Eligible Depository authorized and acting
hereunder. In addition, Subcustodian will supply Custodian an advice or
notification of any transfers of Securities to or from the Account indicating,
as to Securities acquired for the Account, if applicable, the Eligible
Depository having physical possession of such Securities.
B. Examination of Books and Records. Subcustodian agrees that its books and
records relating to the Account and Subcustodian's actions under this Agreement
shall be open to the physical, on-premises inspection and audit at reasonable
times by officers of, auditors employed by or other representatives of Custodian
including (to the extent permitted under the law of )
the independent public accountants for any customer of Custodian whose property
is being held hereunder and such books and records shall be retained for such
period as shall be agreed upon by Custodian and Subcustodian.
As Custodian may reasonably request from time to time, Subcustodian will
furnish its auditor's reports on its system of internal controls, and
Subcustodian will use its best efforts to obtain and furnish similar reports of
any Eligible Depository authorized and acting hereunder.
C. Standard of Care. In holding, maintaining, servicing and disposing of
Property under this Agreement, and in fulfilling any other obligations
hereunder, Subcustodian shall exercise the same standard of care that it
exercises over its own assets, provided that Subcustodian shall exercise at
least the degree of care and maintain adequate insurance as expected of a
prudent professional Subcustodian for hire and shall assume the burden of
proving that it has exercised such care in its maintenance of Property held by
Subcustodian in its Account. The maintenance of the Property in an Eligible
Depository shall not affect Subcustodian's standard of care, and Subcustodian
will remain as fully responsible for any loss or damage to such securities as if
it had itself retained physical possession of them. Subcustodian shall also
indemnify and hold harmless Custodian and each of Custodian's customers from and
against any loss, damage, cost, expense, liability or claim (including
reasonable attorney's fees) arising out of or in connection with the improper or
negligent performance or the nonperformance of the duties of Subcustodian.
Subcustodian shall be responsible for complying with all provisions of the law
of __, or any other law,
applicable to Subcustodian in connection with its duties hereunder, including
(but not limited to) the payment of all transfer taxes or other taxes and
compliance with any currency restrictions and securities laws in connection with
its duties as Subcustodian.
D. Loss of Cash or Securities. Subcustodian agrees that, in the event of
any loss of Securities or Cash in the Account, Subcustodian will use its best
efforts to ascertain the circumstances relating to such loss and will promptly
report the same to Custodian and shall use every legal means available to it to
effect the quickest possible recovery.
E. Compensation of Subcustodian. Custodian agrees to pay to Subcustodian
from time to time such compensation for its services and such out-of-pocket or
incidental expenses of Subcustodian pursuant to this Agreement as may be
mutually agreed upon in writing from time to time.
F. Operating Requirements. The Subcustodian agrees to follow such Operating
Requirements as the Custodian may establish from time to time. A copy of the
current Operating Requirements is attached as Attachment B to this Agreement
G. Termination. This Agreement may be terminated by Subcustodian or
Custodian on 60 days' written notice to the other party, sent by registered
mail, provided that any such notice, whether given by Subcustodian or Custodian,
shall be followed within 60 days by Instructions specifying the names of the
persons to whom Subcustodian shall deliver the Securities in the Account and to
whom the Cash in the account shall be paid If within 60 days following the
giving of such notice of termination, Subcustodian does not receive such
Instructions, Subcustodlan shall continue to hold such Securities and Cash
subject to this Agreement until such Instructions are given. The obligations of
the parties under this Agreement shall survive the termination of this
Agreement.
H. Notices. Unless otherwise specified in this Agreement, all notices and
communications with respect to matters contemplated by this Agreement shall be
in writing, and delivered by mail, postage prepaid, telex, SWIFT, or other
mutually agreed telecommunication methods to the following addresses (or to such
other address as either party hereto may from time to time designate by notice
duly given in accordance with this paragraph):
To Subcustodian:
To Custodian: State Street Bank and Trust Company
Securities Operations/
Network Administration
X.X. Xxx 0000
Xxxxxx, XX 00000
I. Confidentiality. Subcustodian and Custodian shall each use its best
efforts to maintain the confidentiality of the property in the Account and the
beneficial owners thereof, subject, however, to the provisions of any laws,
requiring disclosure. In addition, Subcustodian shall safeguard any test keys,
identification codes or other security devices which Custodian shall make
available to it. The Subcustodian further agrees it will not disclose the
existence of this Agreement or any current business relationship unless
compelled by applicable law or regulation or unless it has secured the
Custodian's written consent.
J. Assignment. This Agreement shall not be assignable by either party but
shall bind any successor in interest of Custodian and Subcustodian respectively.
K. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of . To the extent inconsistent
with this Agreement or Custodian's Operating Requirements as attached hereto,
Subcustodian's rules and conditions regarding accounts generally or custody
accounts specifically shall not apply.
CUSTODIAN: STATE STREET BANK AND TRUST COMPANY
By:
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Date:
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AGREED TO BY SUBCUSTODIAN
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By:
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Date:
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