EXHIBIT NO. 99.7(A)
CUSTODIAN AGREEMENT
AGREEMENT made as of the 13th day of November, 2006 between each of
the Investment Companies listed on Appendix A hereto, as the same may be
amended from time to time (each a "Fund" and collectively the "Funds") and
JPMorgan Chase Bank, N.A. (the "Custodian").
W I T N E S S E T H
WHEREAS, each Fund is or may be organized with one or more series of
shares, each of which shall represent an interest in a separate portfolio of
cash, securities and other assets (all such existing and additional series now
or hereafter listed on Appendix A attached hereto being hereinafter referred to
individually, as a "Portfolio," and collectively, as the "Portfolios"); and
WHEREAS, each Fund desires to appoint the Custodian as custodian on
behalf of each of its Portfolios in accordance with the provisions of the
Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and
regulations thereunder, under the terms and conditions set forth in this
Agreement, and the Custodian has agreed so to act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
APPOINTMENT OF CUSTODIAN
On behalf of each of its Portfolios, each Fund hereby employs and
appoints the Custodian as a custodian, subject to the terms and provisions of
this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be
delivered to the Custodian, cash, securities and other assets acceptable to the
Custodian owned by each of its Portfolios from time to time during the term of
this Agreement and shall specify to which of its Portfolios such cash,
securities and other assets are to be specifically allocated. The Custodian
hereby accepts its appointment as custodian, and agrees to perform the services
described herein in accordance with any service standards pursuant to Section
VI-A.
ARTICLE II
POWERS AND DUTIES OF CUSTODIAN
As custodian, the Custodian shall have and perform the powers and
duties set forth in this Article II. The Custodian may appoint one or more
Subcustodians, pursuant to and in accordance with Article IV hereof, or may
maintain assets with one or more Eligible Securities Depositories (each as
hereinafter defined) to exercise the powers and perform the duties of the
Custodian set forth in this Article II and references to the Custodian in this
Article II shall include any Subcustodian or Eligible Securities Depository so
appointed or utilized, as applicable.
Section 2.01. Safekeeping. The Custodian shall keep safely all cash,
securities and other assets of each Fund's Portfolios delivered to the
Custodian and, on behalf of such Portfolios, the Custodian shall, from time to
time, accept delivery of cash, securities and other assets for safekeeping. All
cash received or collected for the account of a Portfolio shall be deposited to
a cash account of that Portfolio with the Custodian.
Section 2.02. Manner of Holding Securities and Other Assets.
(a) Except to the extent precluded by Section 8-501(d) of the Uniform
Commercial Code as in effect in The Commonwealth of Massachusetts ("UCC"), the
Custodian shall hold all securities and other assets, other than cash, of a
Fund's Portfolio that are delivered to it hereunder in a "securities account"
with the Custodian for and in the name of such Portfolio and shall treat all
such assets, other than cash, as "financial assets" as those terms are used in
the UCC. The Custodian shall at all times hold securities or other financial
assets held for each Fund's Portfolios either: (i) by physical possession of
the certificated securities or instruments representing such financial assets,
in either registered or bearer form; or (ii) in book-entry form by maintaining
"security entitlements," within the meaning of the UCC, with respect to such
financial assets with (A) a Securities System (as hereinafter defined) in
accordance with the provisions of Section 2.23(a) below or (B) an Eligible
Securities Depository in accordance with the provisions of Section 2.23(b)
below; or with respect to any Bank Loans, as set forth in Section 2.15. The
standards for the performance of the duties and obligations of the Custodian
under UCC Article 8, including without limitation Section 8-504 through Section
8-508, with respect to securities entitlements of a Fund or its Portfolios
shall be as set forth under this Agreement.
(b) The Custodian shall at all times hold registered securities of
each Portfolio in the name of the Custodian, the Portfolio or a nominee of
either of them, unless specifically directed by Proper Instructions (as
hereinafter defined) to hold such registered securities in so-called street
name; provided that, in any event, all such securities and other assets shall
be held in an account of the Custodian containing only assets of a Portfolio,
or only assets held by the Custodian as a fiduciary or custodian for customers;
and provided further, that the records of the Custodian shall indicate at all
times the Portfolio or other customer for which such securities and other
assets are held in such account and the respective interests therein.
(c) Notwithstanding the provisions of the foregoing paragraphs of this
Section 2.02, the Custodian is hereby authorized to maintain the shares of
certain open-end management investment companies managed by Massachusetts
Financial Services Company ("MFS") or its affiliates or successors or another
investment adviser (the "Underlying Funds") owned by one or more of the MFS
Fund of Funds as listed on Appendix D attached hereto, as the same may be
amended from time to time in accordance with the provisions of Section 9.07(e)
hereof, (each a "Fund of Funds Portfolio" and collectively the "Fund of Funds
Portfolios") in book-entry form directly with the transfer agent or a
designated sub-transfer agent of each such Underlying Fund (an "Underlying Fund
Transfer Agent"), subject to and in accordance with the following provisions:
(i) Such Underlying Fund shares shall be maintained in
separate custodian accounts for each Fund of Funds Portfolio in the
Custodian's name or its nominee's name, as the custodian for such Fund
of Funds Portfolio.
(ii) The Custodian will implement appropriate control
procedures (the "Fund of Funds Portfolio Control Procedures") to
ensure that (1) only authorized personnel of the Custodian will be
authorized to give instructions to the Underlying Fund Transfer Agent
in connection with a Fund of Funds Portfolio's purchase or sale of
Underlying Fund shares, (2) trade instructions sent to an Underlying
Fund Transfer Agent are properly acknowledged by the Underlying Fund
Transfer Agent and a copy is promptly sent to the relevant Fund of
Funds Portfolio and the Custodian, and (3) the Underlying Fund
Transfer Agent's records of each Fund of Funds Portfolio's holdings of
Underlying Fund shares are properly reconciled with the Custodian's
records.
(iii) The Custodian will provide a Fund of Funds Portfolio
with reports on the Fund of Funds Portfolio Control Procedures as the
Fund of Funds Portfolio may reasonably request from time to time.
Section 2.03. Security Purchases. Upon receipt of Proper Instructions,
the Custodian shall pay for and receive securities purchased for the account of
a Portfolio, provided that, payment shall be made by the Custodian only upon
receipt of the securities by: (1) the Custodian; (2) a clearing corporation of
a national securities exchange of which the Custodian is a member; (3) a
Securities System; or (4) an Eligible Securities Depository. Notwithstanding
the foregoing, upon receipt of Proper Instructions: (i) [reserved]; (ii) in the
case of time deposits, call account deposits, currency deposits, and other
deposits, foreign exchange transactions, futures contracts or options, pursuant
to Sections 2.09, 2.10, 2.12 and 2.13 hereof, the Custodian may make payment
therefor before receipt of an advice or confirmation evidencing said deposit or
entry into such transaction; (iii) in the case of the purchase of securities,
the settlement of which occurs outside of the United States of America, the
Custodian may make payment therefor and receive delivery of such securities in
accordance with local custom and practice generally accepted by Institutional
Clients (as hereinafter defined) in the country in which the settlement occurs,
but in all events subject to the standard of care set forth in Section 5.01(a)
hereof; (iv) in the case of the purchase of securities in which, in accordance
with standard industry custom and practice generally accepted by Institutional
Clients with respect to such securities, the receipt of such securities and the
payment therefor take place in different countries, the Custodian may receive
delivery of such securities and make payment therefor in accordance with
standard industry custom and practice for such securities generally accepted by
Institutional Clients, but in all events subject to the standard of care set
forth in Section 5.01(a) hereof; and (v) in the case of the purchase of
Underlying Fund shares for a Fund of Funds Portfolio, the Custodian shall pay
for and receive such Underlying Fund shares purchased for the account of a Fund
of Funds Portfolio, provided that: (A) the Custodian shall only pay for and
receive such Underlying Fund shares purchased for the account of a Fund of
Funds Portfolio in accordance with Section 2.02(c) hereof. For purposes of this
Agreement, an "Institutional Client" shall mean a major commercial bank,
corporation, insurance company, or substantially similar institution, which, as
a substantial part of its business operations, purchases or sells securities
and makes use of custodial services.
Section 2.04. Exchanges of Securities. Upon receipt of Proper
Instructions, the Custodian shall exchange securities held by it for the
account of a Portfolio for other securities in connection with any
reorganization, recapitalization, split-up of shares, change of par value,
conversion or other event relating to the securities or the issuer of such
securities, and shall deposit any such securities in accordance with the terms
of any reorganization or protective plan. The Custodian shall, without
receiving Proper Instructions: surrender securities in temporary form for
definitive securities; surrender securities for transfer into the name of the
Custodian, a Portfolio or a nominee of either of them, as permitted by Section
2.02(b); and surrender securities for a different number of certificates or
instruments representing the same number of shares or same principal amount of
indebtedness, provided that the securities to be issued will be delivered to
the Custodian or a nominee of the Custodian.
Section 2.05. Sales of Securities. (a) Upon receipt of Proper
Instructions, the Custodian shall make delivery of securities which have been
sold for the account of a Portfolio, but only against contemporaneous payment
therefor, consistent with market practice, in the form of: (1) cash, certified
check, bank cashier's check, bank credit, or bank wire transfer; (2) credit to
the account of the Custodian with a clearing corporation of a national
securities exchange of which the Custodian is a member; or (3) credit to the
Account of the Custodian with a Securities System or Eligible Securities
Depository, in accordance with the provisions of Section 2.23(a) and Section
2.23(b) hereof. Notwithstanding the foregoing, upon the receipt of Proper
Instructions: (i) in the case of the sale of securities, the settlement of
which occurs outside of the United States of America, such securities shall be
delivered and paid for in accordance with local custom and practice generally
accepted by Institutional Clients in the country in which the settlement
occurs, but in all events subject to the standard of care set forth in Section
5.01(a) hereof; (ii) in the case of the sale of securities in which, in
accordance with standard industry custom and practice generally accepted by
Institutional Clients with respect to such securities, the delivery of such
securities and receipt of payment therefore take place in different countries,
the Custodian may deliver such securities and receive payment therefor in
accordance with standard industry custom and practice for such securities
generally accepted by Institutional Clients, but in all events subject to the
standard of care set forth in Section 5.01(a) hereof; (iii) in the case of
securities held in physical form, such securities shall be delivered for
examination in accordance with "street delivery custom" to a broker or its
clearing agent, against delivery to the Custodian of a receipt for such
securities, provided that the Custodian shall have taken reasonable steps to
ensure prompt collection of the payment for, or the return of, such securities
by the broker or its clearing agent, and provided further that the Custodian
shall not be responsible for the selection of or the failure or inability to
perform of such broker or its clearing agent; and (iv) in the case of the sale
of Underlying Fund shares of a Fund of Funds Portfolio, the Custodian shall
release such Underlying Fund shares, provided that, the Custodian shall only
send instructions to sell shares to an Underlying Fund Transfer Agent in
accordance with Section 2.02(c) hereof.
Section 2.06. Depositary Receipts. Upon receipt of Proper
Instructions, the Custodian shall surrender securities to the depositary used
for such securities by an issuer of American Depositary Receipts or
International Depositary Receipts (hereinafter referred to, collectively, as
"ADRs"), against a written receipt therefor adequately describing such
securities and written evidence satisfactory to the Custodian that the
depositary has acknowledged receipt of instructions to issue ADRs with respect
to such securities in the name of the Custodian or a nominee of the Custodian,
for delivery to the Custodian at such place as the Custodian may from time to
time designate. Upon receipt of Proper Instructions, the Custodian shall
surrender ADRs to the issuer thereof, against a written receipt therefor
adequately describing the ADRs surrendered and written evidence satisfactory to
the Custodian that the issuer of the ADRs has acknowledged receipt of
instructions to cause its depository to deliver the securities underlying such
ADRs to the Custodian.
Section 2.07. Exercise of Rights; Tender Offers. Upon receipt of
Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls,
rights or similar securities to the issuer or trustee thereof, or to the agent
of such issuer or trustee, for the purpose of exercise or sale, provided that
the new securities, cash or other assets, if any, acquired as a result of such
actions are to be delivered to the Custodian; and (b) deposit securities upon
invitations for tenders thereof, provided that the consideration for such
securities is to be paid or delivered to the Custodian, or the tendered
securities are to be returned to the Custodian. The Custodian will use
reasonable care, in accordance with applicable market practice, to notify the
Customer in a prompt, accurate, and complete manner of information publicly
available in the applicable market with respect to any subscription right,
bonus issue, stock repurchase plan, redemption, exchange, tender offer, or
similar matters with respect to each Portfolio's securities that require
discretionary action by the holder ("Corporate Actions"). The Custodian shall,
to the extent practicable, review and verify with its Subcustodians information
relating to Corporate Actions which it receives. Notwithstanding any provision
of this Agreement to the contrary, the Custodian shall take all necessary
action, unless otherwise directed to the contrary in Proper Instructions, to
comply with the terms of all mandatory or compulsory exchanges, calls, tenders,
redemptions, or similar rights of security ownership, and shall promptly notify
each applicable Fund of such action in writing by facsimile transmission or in
such other manner as such Fund and the Custodian may agree in writing.
Section 2.08. Stock Dividends, Rights, Etc. The Custodian shall
receive and collect all stock dividends, rights and other items of like nature
and, upon receipt of Proper Instructions, take action with respect to the same
as directed in such Proper Instructions.
Section 2.09. Options. Upon receipt of Proper Instructions and in
accordance with the provisions of any agreement between the Custodian, any
registered broker-dealer and, if necessary, a Fund on behalf of any applicable
Portfolio relating to compliance with the rules of the Options Clearing
Corporation or of any registered national securities exchange or similar
organization(s), the Custodian shall: (a) receive and retain confirmations or
other documents, if any, evidencing the purchase or writing of an option on a
security or securities index by the applicable Portfolio; (b) deposit and
maintain in a segregated account, securities (either physically or by
book-entry in a Securities System), cash or other assets; and (c) pay, release
and/or transfer such securities, cash or other assets in accordance with
notices or other communications evidencing the expiration, termination or
exercise of such options furnished by the Options Clearing Corporation, the
securities or options exchange on which such options are traded, or such other
organization as may be responsible for handling such option transactions. Each
Fund, on behalf of the applicable Portfolios, and the broker/dealer shall be
responsible for the sufficiency of any assets held in the segregated account
established in compliance with applicable margin maintenance requirements and
the performance of such other terms of any options contract; except where, in
respect of any particular transaction, Custodian under separate written
agreement with the Fund and the broker/dealer has agreed to the contrary.
Section 2.10. Futures Contracts. Upon receipt of Proper Instructions,
or pursuant to the provisions of any futures margin procedural agreement among
a Fund, on behalf of any applicable Portfolio, the Custodian and any futures
commission merchant (a "Procedural Agreement"), the Custodian shall: (a)
receive and retain confirmations, if any, evidencing the purchase or sale of a
futures contract or an option on a futures contract by the applicable
Portfolio; (b) deliver out to a futures commission merchant to a broker's
margin account (a "Broker's Futures Margin Account") cash, securities and other
assets designated as initial, maintenance or variation "margin" deposits, such
amounts being intended to secure the applicable Portfolio's performance of its
obligations under any futures contracts purchased or sold or any such options
on futures contracts written by the Portfolio; and (c) accept delivery of such
assets back from a Broker's Futures Margin Account. Each Fund, on behalf of its
applicable Portfolios, and the applicable futures commission merchant shall be
responsible for the sufficiency of assets held in a Broker's Futures Margin
Account in compliance with applicable margin maintenance requirements and the
performance of any futures contract or option on a futures contract in
accordance with its terms. For purposes of determining the Custodian's
obligations with respect to any losses resulting from the acts or omissions of
any futures commission merchant holding Portfolio assets in a Broker's Futures
Margin Account, such futures commission merchant shall be deemed to be an
Additional Custodian (as defined below), and the Custodian's liability shall be
governed by the provisions of Section 5.02(c) hereof.
Section 2.11. Borrowing. Upon receipt of Proper Instructions, the
Custodian shall deliver securities of a Portfolio to lenders or their agents,
or otherwise establish a segregated account as agreed to by the applicable Fund
on behalf of such Portfolio and the Custodian, as collateral for borrowings
effected by such Portfolio, provided that, unless the Proper Instructions
otherwise provide, such borrowed money is paid by the lender (a) to or upon the
Custodian's order, as Custodian for such Portfolio, and (b) concurrently with
delivery of such securities.
Section 2.12. Interest Bearing Deposits. Upon receipt of Proper
Instructions directing the Custodian to purchase interest bearing fixed term
and call deposits (hereinafter referred to collectively, as "Interest Bearing
Deposits") for the account of a Portfolio, the Custodian shall purchase such
Interest Bearing Deposits in the name of the Portfolio with such banks or trust
companies (including the Custodian, any Subcustodian or any subsidiary or
affiliate of the Custodian) (hereinafter referred to as "Banking Institutions")
and in such amounts as the applicable Fund may direct pursuant to Proper
Instructions. Such Interest Bearing Deposits may be denominated in U.S. Dollars
or other currencies, as the applicable Fund on behalf of its Portfolio may
determine and direct pursuant to Proper Instructions. The Custodian shall
include in its records with respect to the assets of each Portfolio appropriate
notation as to the amount and currency of each such Interest Bearing Deposit,
the accepting Banking Institution and all other appropriate details, and shall
retain such forms of advice or receipt evidencing such account, if any, as may
be forwarded to the Custodian by the Banking Institution. The responsibilities
of the Custodian to each Fund for Interest Bearing Deposits accepted on the
Custodian's books in the United States of America on behalf of the Fund's
Portfolios shall be that of a U.S. bank for a similar deposit. With respect to
Interest Bearing Deposits other than those accepted on the Custodian's books,
(a) the Custodian shall be responsible for the collection of income as set
forth in Section 2.15 and the transmission of cash and instructions to and from
such accounts; and (b) the Custodian shall have no duty with respect to the
selection of the Banking Institution or, so long as the Custodian acts in
accordance with Proper Instructions, for the failure of such Banking
Institution to pay upon demand. Upon receipt of Proper Instructions, the
Custodian shall take such reasonable actions as the applicable Fund deems
necessary or appropriate, and consistent with market practice, to cause each
such Interest Bearing Deposit account to be insured to the maximum extent
possible by all applicable deposit insurers including, without limitation, the
Federal Deposit Insurance Corporation.
Section 2.13. Foreign Exchange Transactions.
(a) Foreign Exchange Transactions Other Than as Principal. Upon
receipt of Proper Instructions, the Custodian shall settle foreign exchange
contracts or options to purchase and sell foreign currencies for spot and
future delivery on behalf of and for the account of a Portfolio with such
currency brokers or Banking Institutions as the applicable Fund may determine
and direct pursuant to Proper Instructions. The Custodian shall be responsible
for the transmission of cash and instructions to and from the currency broker
or Banking Institution with which the contract or option is made, and to the
extent that the Custodian receives the same, the safekeeping of all
certificates and other documents and agreements evidencing or relating to such
foreign exchange transactions and the maintenance of proper records as set
forth in Section 2.26. The Custodian shall have no duty with respect to
selection of the currency brokers or Banking Institutions with which a Fund
deals on behalf of its portfolios or, so long as the Custodian acts in
accordance with Proper Instructions, for the failure of such brokers or Banking
Institutions to comply with the terms of any contract or option.
(b) Foreign Exchange Contracts as Principal. The Custodian shall not
be obligated to enter into foreign exchange transactions as principal. However,
if the Custodian has made available to a Fund its services as a principal in
foreign exchange transactions, upon receipt of Proper Instructions, the
Custodian shall enter into foreign exchange contracts or options to purchase
and sell foreign currencies for spot and future delivery on behalf of and for
the account of a Portfolio of such Fund with the Custodian as principal. The
Custodian shall be responsible for the selection of the currency brokers or
Banking Institutions and the failure of such currency brokers or Banking
Institutions to comply with the terms of any contract or option.
(c) Payments. Notwithstanding anything to the contrary contained in
this Agreement, upon receipt of Proper Instructions the Custodian may, in
connection with a foreign exchange contract, make free outgoing payments of
cash in the form of U.S. Dollars or foreign currency prior to receipt of
confirmation of such foreign exchange contract or confirmation that the
countervalue currency completing such contract has been delivered or received.
Section 2.14. Securities Loans. Where the Fund on behalf of its
Portfolios is participating in the Custodian's securities lending program for
the lending of the Portfolios' securities by the Custodian as Lender's Agent,
upon the instruction of the Securities Lending Department, the Custodian shall,
in connection with loans of securities of the Portfolio, deliver securities of
such Portfolio to the borrower thereof against receipt of adequate collateral,
as provided by the terms of the Securities Lending Agreement. Upon receipt of
Proper Instructions, Custodian shall, in connection with loans of securities on
behalf of a Portfolio, deliver securities of such Portfolio to the borrower
thereof prior to receipt of the collateral and release the collateral received
in respect of a loan of securities to the borrower against receipt of the
loaned securities.
Section 2.15. Bank Loans. The Custodian shall, in connection with bank
loans, bank loan participations and bank loan assignments (whether in the U.S.
or outside the U.S.) ("Bank Loans"), record, hold, and segregate for the
account of a Fund, on behalf of its applicable Portfolios, all instruments,
certificates, agreements and/or other documents evidencing such Bank Loans
entered into by the Fund, on behalf of its applicable Portfolios (collectively,
"Financing Documents") which the Custodian may receive. The Custodian shall
maintain records of all receipts, deliveries and locations of such Financing
Documents, together with a current inventory thereof. Upon receipt of Proper
Instructions, the Custodian shall promptly deliver to a Fund, on behalf of the
applicable Portfolio, or its designee, any Financing Documents being held on
behalf of such Portfolio. Each Fund, on behalf of the applicable Portfolios,
shall cause the Custodian to be named as its nominee for any Bank Loan and
shall otherwise provide for the direct payment of all amounts due and payable
to such Fund, on behalf of the applicable Portfolios, with respect to any Bank
Loan. In addition, the Fund shall provide the Custodian with information it
receives from the bank or other entity managing a Bank Loan or Financing
Document regarding expected interest and principal payments with respect to the
Bank Loans. The Custodian shall deliver to each applicable Fund regular reports
with respect to its Bank Loans and the Financing Documents. The Custodian shall
provide the Funds with prompt notice of any information it receives regarding
the Bank Loans or Financing Documents, including information provided in the
Financing Documents or by members of the Bank Loan syndicate and information
regarding payments of principal and/or interest or a Portfolio's funding
obligation with respect to a Bank Loan. Subject to the restrictions set forth
in Section 9.16, in the event the Custodian, in its capacity acting as
custodian for the Funds only, and not in its capacity as a commercial bank or
any other capacity, acquires any information regarding an event or circumstance
that may affect a Bank Loan or any Financing Document, the Custodian shall
provide prompt notice of such event or circumstance to the Fund, except to the
extent the Custodian reasonably believes, based upon the advice of counsel,
that it is legally or contractually restricted from disclosing its knowledge to
the Fund.
Section 2.16. Collections.
(a) General Collections. The Custodian shall, and shall cause any
Subcustodian to: (i) promptly collect amounts due and payable to each Fund with
respect to portfolio securities and other assets of each of such Fund's
Portfolios; (ii) promptly credit to the account of each applicable Portfolio
all income and other payments relating to portfolio securities and other assets
held by the Custodian hereunder upon Custodian's receipt of such income or
payments or as otherwise agreed in writing by the Custodian and the applicable
Fund; (iii) promptly endorse and deliver any instruments required to effect
such collections; (iv) promptly execute ownership and other certificates and
affidavits for all federal, state and foreign tax purposes in connection with
receipt of income, capital gains or other payments with respect to portfolio
securities and other assets of each applicable Portfolio, or in connection with
the purchase, sale or transfer of such securities or other assets; and (v)
promptly file any certificates or other affidavits for the refund or reclaim of
foreign taxes paid, and promptly notify each applicable Fund of any changes to
law, interpretative rulings or procedures regarding such reclaims; provided,
however, that with respect to portfolio securities registered in so-called
street name, the Custodian shall use its best efforts to collect amounts due
and payable to each Fund with respect to its Portfolios. The Custodian shall
promptly notify each applicable Fund in writing by facsimile transmission, or
in such other manner as each such Fund and the Custodian may agree in writing,
if any amount payable with respect to portfolio securities or other assets of
the Portfolios of such Fund(s) is not received by the Custodian, when due, if
applicable.
(b) Bank Loan Collections. In addition to its obligations under
Section 2.16(a), if principal payments with respect to a Bank Loan are not
received by the Custodian on the date on which they are due, or in the case of
interest payments, not received either on a scheduled interest payable date or
in the amount of their accrued interest payable ("Loan Payments"), the
Custodian shall promptly, but in no event later than the next succeeding day
that is not a Saturday, a Sunday or a day on which the Custodian is closed for
business (a "Business Day") after the Loan Payment date, give telephonic
notice, with confirmation by facsimile transmission, to the party obligated
under the Bank Loan or Financing Documents to make such Loan Payment of its
failure to make timely payment.
Section 2.17. Dividends, Distributions and Redemptions. The Custodian
shall promptly release funds or securities: (a) upon receipt of Proper
Instructions, to one or more Distribution Accounts (as hereinafter defined)
designated by the applicable Fund or Funds in such Proper Instructions; or (b)
upon receipt of Special Instructions (as hereinafter defined), as otherwise
directed by the applicable Fund or Funds, for the purpose of the payment of
dividends or other distributions to shareholders of each applicable Portfolio,
and payment to shareholders who have requested repurchase or redemption of
their shares of the Portfolio(s) (collectively, the "Shares"). For purposes of
this Agreement, a "Distribution Account" shall mean an account established at a
Banking Institution designated by the applicable Fund on behalf of one or more
of its Portfolios in Special Instructions.
Section 2.18. Proceeds from Shares Sold. The Custodian shall receive
funds representing cash payments received for Shares issued or sold from time
to time by the Funds, and shall promptly credit such funds to the account(s) of
the applicable Portfolio(s). The Custodian shall promptly notify each
applicable Fund of Custodian's receipt of cash in payment for Shares issued by
such Fund by facsimile transmission or in such other manner as the Fund and
Custodian may agree in writing. Upon receipt of Proper Instructions, the
Custodian shall: (a) deliver all federal funds received by the Custodian in
payment for Shares in payment for such investments as may be set forth in such
Proper Instructions and at a time agreed upon between the Custodian and the
applicable Fund; and (b) while it is not anticipated that Custodian will be
involved with the purchase by investors in the shares of any Fund, in the event
that the Custodian should become so involved, make federal funds available to
the applicable Fund as of specified times agreed upon from time to time by the
applicable Fund and the Custodian, in the amount of checks received in payment
for Shares which are deposited to the accounts of each applicable Portfolio.
Section 2.19. Proxies, Notices, Etc. The Custodian, or its designee,
shall deliver to each applicable Fund or its designee, in the most expeditious
manner practicable, all forms of proxies, all notices of meetings, all notices
regarding class action law suits or other potential claims, and any other
notices, announcements or other information affecting or relating to
securities, instruments and Bank Loans owned by one or more of the applicable
Fund's Portfolios that are received by the Custodian, any Subcustodian, or any
nominee of either of them (or with the exercise of reasonable care that the
Custodian, any Subcustodian, or any nominee of either of them should have
become aware), and, upon receipt of Proper Instructions, the Custodian, in the
most expeditious manner practicable, shall promptly execute and deliver, or
cause such Subcustodian or nominee to promptly execute and deliver, such
proxies or other authorizations as may be required. Except as directed pursuant
to Proper Instructions, neither the Custodian nor any Subcustodian or nominee
shall vote upon any such securities, instruments or Bank Loans, or execute any
proxy to vote thereon, or give any consent or take any other action with
respect thereto.
Section 2.20. Bills and Other Disbursements. Upon receipt of Proper
Instructions, the Custodian shall pay or cause to be paid, all bills,
statements, or other obligations of each Portfolio.
Section 2.21. Nondiscretionary Functions. The Custodian shall attend
to all nondiscretionary details in connection with the sale, exchange,
substitution, purchase, transfer or other dealings with securities or other
assets of each Portfolio held by the Custodian, except as otherwise directed
from time to time pursuant to Proper Instructions.
Section 2.22. Bank Accounts.
(a) Accounts with the Custodian and any Subcustodians. The Custodian
shall open and operate a bank account or accounts for the deposit and
collection of cash (hereinafter referred to collectively, as "Bank Accounts")
on the books of the Custodian or any Subcustodian provided that such account(s)
shall be in the name of the Custodian or a nominee of the Custodian, for the
account of a Portfolio, and shall be subject only to the draft or order of the
Custodian; and provided further, however, that such Bank Accounts in countries
other than the United States of America may be held in an account of the
Custodian containing only assets held by the Custodian as a fiduciary or
custodian for customers, and provided further, that the records of the
Custodian shall indicate at all times the Portfolio or other customer for which
such securities and other assets are held in such account and the respective
interests therein. Such Bank Accounts may be denominated in either U.S. Dollars
or other currencies. The responsibilities of the Custodian to each applicable
Fund for deposits accepted on the Custodian's books in the United States of
America shall be that of a U.S. bank for a similar deposit. The
responsibilities of the Custodian to each applicable Fund for deposits accepted
on any Subcustodian's books shall be governed by the provisions of Section 5.02
hereof, except where the Custodian does not have control of the deposits
account. The Custodian shall no liability for a deposit account opened by the
Fund in its own name at a Subcustodian for which the Custodian does not have
control.
(b) Accounts With Other Banking Institutions. While it is not
anticipated that the Custodian will act in this regard, the Custodian may open
and operate Bank Accounts on behalf of a Portfolio, in the name of the
Custodian or a nominee of the Custodian, at a Banking Institution other than
the Custodian or any Subcustodian, provided that such account(s) shall be in
the name of the Custodian or a nominee of the Custodian, for the account of a
Portfolio, and shall be subject only to the draft or order of the Custodian;
provided however, that such Bank Accounts may be held in an account of the
Custodian containing only assets held by the Custodian for customers, and
provided further, that the records of the Custodian shall indicate at all times
the Portfolio or other customer for which such assets are held in such account
and the respective interests therein. Such Bank Accounts may be denominated in
either U.S. Dollars or other currencies. Subject to the provisions of Section
5.01(a), the Custodian shall be responsible for the selection of the Banking
Institution and for the failure of such Banking Institution to pay according to
the terms of the deposit.
(c) Transfer Agent Accounts. The Custodian maintains certain Bank
Accounts at the Custodian and at one or more Banking Institutions other than
the Custodian or any Subcustodian to facilitate the efficient transfer of cash
to and from the Bank Accounts established and maintained at the Custodian and
bank accounts established and maintained at Banking Institutions other than the
Custodian or any Subcustodian (the "Transfer Agent Accounts"). The Custodian
agrees that the Custodian shall provide the Transfer Agent Accounts established
and maintained by such Custodian with the same treatment as other Bank Accounts
established and maintained pursuant to this Agreement, and any and all
applicable representations, warranties, covenants, conditions, agreement,
rights, obligations or duties of the Custodian with respect to such Transfer
Agent Accounts shall be governed by the corresponding provisions of this
Agreement. The Custodian shall also specify in the records it maintains with
respect to the Funds and their Bank Accounts and any other records maintained
or required to be maintained by this Agreement or applicable regulatory
requirements by the custodian, the fiduciary relationship as Custodian pursuant
to which the Transfer Agent Accounts are maintained in order to comply with the
any applicable rules, regulations, or other requirements of the Federal Deposit
Insurance Corporation. The Custodian agrees that such records shall be
conclusive evidence of the individual and not joint interest of each Fund, on
behalf of the applicable Portfolio, in any amounts then credited to the
Transfer Agent Accounts. Each of the Transfer Agent Accounts designated by the
Funds is set forth on Appendix E to this Agreement, as the same may be amended
from time to time in accordance with the terms of this Agreement.
(d) Deposit Insurance. Upon receipt of Proper Instructions, the
Custodian shall take such reasonable actions as the applicable Fund deems
necessary or appropriate to cause each deposit account established by the
Custodian pursuant to this Section 2.22 to be insured to the maximum extent
possible by all applicable deposit insurers including, without limitation, the
Federal Deposit Insurance Corporation.
Section 2.23. Deposit of Fund Assets in Securities Systems and
Eligible Securities Depositories. (a) The Custodian may deposit and/or maintain
domestic securities owned by a Portfolio in: (1) The Depository Trust Company;
(2) any book-entry system as provided in (i) Subpart O of Treasury Circular Xx.
000, 00 XXX 306.115, (ii) Subpart B of Treasury Circular Public Debt Series Xx.
00-00, 00 XXX 350.2, or (iii) the book-entry regulations of federal agencies
substantially in the form of 31 CFR 306.115; or (3) any other domestic clearing
agency registered with the U.S. Securities and Exchange Commission ("SEC")
under Section 17A of the Securities Exchange Act of 1934 (or as may otherwise
be authorized by the SEC to serve in the capacity of depository or clearing
agent for the securities or other assets of investment companies) which acts as
a securities depository and the use of which each applicable Fund has
previously approved by Special Instructions (each of the foregoing being
referred to in this Agreement as a "Securities System"). Use of a Securities
System shall be in accordance with applicable Federal Reserve Board and SEC
rules and regulations, if any, and subject to the following provisions:
(1) The Custodian may deposit and/or maintain securities held
hereunder in a Securities System, provided that such securities are represented
in an account ("Account") of the Custodian in the Securities System which
Account shall not contain any financial assets of the Custodian other than
financial assets held as a fiduciary, custodian, or otherwise for customers and
shall be so designated on the books and records of the Securities System.
(2) The Securities System shall be obligated to comply with
the Custodian's directions with respect to the securities held in such Account
and shall not be entitled to a lien against the assets in such Account for
extensions of credit to the Custodian other than for payment of the purchase
price of such assets.
(3) Each Fund hereby designates the Custodian or its nominee
as the party in whose name any securities deposited by the Custodian in the
Account are to be registered or recorded.
(4) The books and records of the Custodian shall at all times
identify those securities belonging to each Portfolio which are maintained in a
Securities System.
(5) The Custodian shall pay for securities purchased for the
account of a Portfolio only upon (w) receipt of written or electronic advice
from the Securities System that such securities have been transferred to the
Account of the Custodian, and (x) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the account of such
Portfolio. The Custodian shall transfer securities sold for the account of a
Portfolio only upon (y) receipt of written or electronic advice from the
Securities System that payment for such securities has been transferred to the
Account of the Custodian, and (z) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account of such
Portfolio. Copies of all advices from the Securities System relating to
transfers of securities for the account of a Portfolio shall identify such
Portfolio and shall be maintained for such Portfolio by the Custodian. The
Custodian shall deliver to each applicable Fund on the next Business Day daily
transaction reports which shall include each day's transactions in the
Securities System for the account of each applicable Portfolio. Such
transaction reports shall be delivered to each applicable Fund or any agent
designated by such Fund pursuant to Proper Instructions, by email, computer or
in such other manner as such Fund and the Custodian may agree in writing.
(6) The Custodian shall, if requested by a Fund pursuant to
Proper Instructions, provide such Fund with all reports obtained by the
Custodian or any Subcustodian with respect to a Securities System's accounting
system, internal accounting control and procedures for safeguarding securities
deposited in the Securities System.
(7) Upon receipt of Special Instructions to this effect, the
Custodian shall terminate the use of any Securities System (except the federal
book-entry system) on behalf of any Portfolio as promptly as practicable and
shall take all actions reasonably practicable to safeguard the securities of
any Portfolio maintained with such Securities System.
(b) The Custodian may deposit and/or maintain "Foreign Assets" (as
defined in Rule 17f-5 under the 1940 Act, as the same may be amended from time
to time ("Rule 17f-5")), owned by a Portfolio in a securities depository
located outside the United States of America that the Custodian has determined
meets the definition of "Eligible Securities Depository" under Rule 17f-7(b)(1)
under the 1940 Act, as the same may be amended from time to time ("Rule
17f-7"), or that has otherwise been made exempt pursuant to an exemptive order
of the SEC or no-action letter of the staff of the SEC (each of the foregoing
being referred to in this Agreement as an "Eligible Securities Depository"),
provided that prior to the deposit or maintenance of Foreign Assets of a Fund
with a securities depository located outside the United States of America, the
Custodian shall have certified in writing to the Fund, on behalf of its
Portfolios, that the securities depository is an Eligible Securities
Depository. Use of an Eligible Securities Depository shall be in accordance
with applicable SEC rules and regulations, in particular Rule 17f-7 under the
1940 Act, and subject to the following provisions:
(1) The Custodian or any Subcustodian may deposit and/or
maintain Foreign Assets held hereunder in an Eligible Securities Depository,
provided that such Foreign Assets are represented in an Account of the
Custodian or Subcustodian in the Eligible Securities Depository which Account
shall not contain any assets of the Custodian or Subcustodian other than assets
held as a fiduciary, custodian, or otherwise for customers and shall be so
designated on the books and records of the Eligible Securities Depository
unless the Fund by Special Instructions permits another manner of holding,
representing and/or designating a Fund's Foreign Assets.
(2) The Custodian shall, in accordance with the standard of
care set forth in Section 5.01(a) hereof, be responsible for: (A) providing the
Fund or its designee, on behalf of its applicable Portfolio(s), an analysis (in
form and substance reasonably satisfactory to the Fund) of the custody risks
associated with maintaining Foreign Assets with the Eligible Securities
Depository; (B) establishing a system to monitor the custody risks associated
with maintaining Foreign Assets with the Eligible Securities Depository; (C)
monitoring the custody risks associated with maintaining Foreign Assets with
the Eligible Securities Depository on a continuing basis; and (D) promptly
notifying the Fund or its designee of any material change in the custody risks
associated with maintaining Foreign Assets with the Eligible Securities
Depository.
(3) The Eligible Securities Depository shall be obligated to
comply with the Custodian's or Subcustodian's directions with respect to the
Foreign Assets held in such Account, provided that the Foreign Assets held to
such Account shall not be subject to any right, charge, security interest, lien
or claim of any kind in favor of the Custodian or Subcustodian (or either of
their respective creditors), except a claim for reasonable payment for their
safe custody or administration.
(4) Each Fund hereby designates the Custodian or each
Subcustodian as the party in whose name any Foreign Assets deposited by the
Custodian or the Subcustodian in the Account are to be registered or recorded,
provided, however, that the Custodian may register or record Foreign Assets of
a Fund in the name of the Fund or other nominee for the Fund upon the
Custodian's provision of written notice to the Fund of such proposed
registration or recordation at least 5 Business Days prior to such registration
or recordation.
(5) The books and records of the Custodian shall at all times
identify those Foreign Assets belonging to each Portfolio which are maintained
in an Eligible Securities Depository.
(6) The Custodian shall pay for Foreign Assets purchased for
the account of a Portfolio only upon (w) receipt of advice from the Eligible
Securities Depository that such Foreign Assets have been transferred to the
Account of the Custodian or Subcustodian, and (x) the making of an entry on the
records of the Custodian to reflect such payment and transfer for the account
of such Portfolio, provided however, if required under the laws of the
jurisdiction in which the Eligible Securities Depository is located or pursuant
to the rules of an Eligible Securities Depository, the Custodian may receive
delivery of such securities and make payment therefor in accordance with such
applicable laws or rules of the Eligible Securities Depository, but in all
events subject to the standard of care set forth in Section 5.01(a) hereof. The
Custodian or Subcustodian shall transfer Foreign Assets sold for the account of
a Portfolio only upon (y) receipt of advice from the Eligible Securities
Depository that payment for such Foreign Assets has been transferred to the
Account of the Custodian or Subcustodian, and (z) the making of an entry on the
records of the Custodian to reflect such transfer and payment for the account
of such Portfolio, provided however, if required under the laws of the
jurisdiction in which the Eligible Securities Depository is located or pursuant
to the rules of an Eligible Securities Depository, the Custodian may make
payment therefor and receive delivery of such securities in accordance with
such applicable laws or rules of the Eligible Securities Depository, but in all
events subject to the standard of care set forth in Section 5.01(a) hereof.
Copies of all advices from the Eligible Securities Depository relating to
transfers of Foreign Assets for the account of a Portfolio shall identify such
Portfolio or the Custodian or Subcustodian who is holding the assets of such
Portfolio and shall be maintained for such Portfolio by the Custodian. The
Custodian shall deliver to each applicable Fund no later than the next
succeeding Business Day, or at such other time or times as such Fund and the
Custodian may agree in writing, daily transaction reports which shall include
each day's transactions in the Eligible Securities Depository for the account
of each applicable Portfolio. Such transaction reports shall be delivered to
each applicable Fund or any agent designated by such Fund pursuant to Proper
Instructions, by electronic device or system (including without limitation,
computers) or in such other manner as such Fund and the Custodian may agree in
writing.
(7) The Custodian shall, if requested by a Fund or its
designee pursuant to Proper Instructions, provide such Fund with all reports
obtained by the Custodian or any Subcustodian with respect to an Eligible
Securities Depository's accounting system, internal accounting controls, and
procedures for safeguarding Foreign Assets deposited in the Eligible Securities
Depository.
(8) The Custodian (A) shall terminate the use of any Eligible
Securities Depository on behalf of any Portfolio as soon as reasonably
practicable and shall take all actions reasonably practicable to safeguard the
Foreign Assets of any Portfolio maintained with such Eligible Securities
Depository: (1) upon receipt of Special Instructions; or (2) in the absence of
the receipt of Special Instructions, if the custody arrangement with the
Eligible Securities Depository at any time ceases to satisfy the requirements
of Rule 17f-7, and (B) shall provide the Funds or their respective designees,
on behalf of the Portfolios, with written notification of any termination of
the Custodian's use of an Eligible Securities Depository at least 90 Business
Days prior to the effective date of the proposed termination, unless the Funds
in their discretion permit a shorter notification period.
(9) Each Eligible Securities Depository through which the
Custodian maintains Foreign Assets of the applicable Portfolio(s) and the
countries where they may hold Foreign Assets of the applicable Portfolio(s)
shall be listed on Appendix B attached hereto, as the same may be amended from
time to time in accordance with the provisions of Section 9.07(c) hereof.
Section 2.24. Other Transfers.
(a) Upon receipt of Proper Instructions, the Custodian shall transfer
to or receive from a third party that has been appointed to serve as an
additional custodian of one or more Portfolios (an "Additional Custodian")
securities, cash and other assets of such Portfolios in accordance with such
Proper Instructions. Each Additional Custodian shall be identified as such on
Appendix B, as the same may be amended from time to time in accordance with the
provisions of Section 9.07(c) hereof.
(b) Upon receipt of Special Instructions, the Custodian shall make
such other dispositions of securities, funds or other property of a Portfolio
in a manner or for purposes other than as expressly set forth in this
Agreement, provided that the Special Instructions relating to such disposition
shall include a statement of the purpose for which the delivery is to be made,
the amount of funds and/or securities to be delivered, and the name of the
person or persons to whom delivery is to be made, and shall otherwise comply
with the provisions of Sections 3.01 and 3.03 hereof.
Section 2.25. Establishment of Segregated Account. Upon receipt of
Proper Instructions, the Custodian shall establish and maintain on its books a
segregated account or accounts for and on behalf of a Portfolio, into which
account or accounts may be transferred cash and/or securities or other assets
of such Portfolio, including securities maintained by the Custodian in a
Securities System pursuant to Section 2.23(a) hereof or an Eligible Securities
Depository pursuant to Section 2.23(b) hereof, said account or accounts to be
maintained: (a) for the purposes set forth in Sections 2.09, 2.10 and 2.11
hereof; (b) for the purposes of compliance by the Portfolio with the procedures
required by Investment Company Act Release No. 10666, or any subsequent release
or releases of the SEC or SEC rules, regulations or interpretations relating to
the maintenance of segregated accounts by registered investment companies; or
(c) for such other purposes as set forth, from time to time, to Special
Instructions.
Section 2.26. Custodian's Books and Records. The Custodian shall
provide any assistance reasonably requested by a Fund in the preparation of
reports to such Fund's shareholders and others, audits of accounts, and other
ministerial matters of like nature. The Custodian shall maintain complete and
accurate records with respect to securities and other assets held for the
accounts of each Portfolio and as required by the rules and regulations of the
SEC applicable to investment companies registered under the 1940 Act,
including: (a) records of original entry containing a detailed and itemized
daily record of all receipts and deliveries of securities (including
certificate and transaction identification numbers, if any), and all receipts
and disbursements of cash; (b) separate ledger accounts or other records
reflecting (i) securities in transfer (i.e., out for re-registration with the
transfer agent), (ii) securities in physical possession, (iii) to the extent
that Custodian is made aware by the Fund, securities borrowed, loaned or
collateralizing obligations of each Portfolio, (iv) [reserved] (v) dividends
and interest received, (vi) the amount of tax withheld by any person in respect
of any collection made by the Custodian or any Subcustodian, and (vii) the
amount of reclaims or refunds for foreign taxes paid; and (c) cancelled checks
and bank records related thereto. The Custodian shall keep such other books and
records of each Fund (or discontinue keeping a book or record of a Fund) upon
such terms as may be agreed in writing between the parties. All such books and
records maintained by the Custodian shall be maintained in a form reasonably
acceptable to the applicable Fund and in compliance with the rules and
regulations of the SEC, including, but not limited to, books and records
required to be maintained by Section 31(a) of the 1940 Act and the rules and
regulations from time to time adopted thereunder, and must be arranged and
indexed by the Custodian in a manner that permits prompt location, access and
retrieval of a particular record including, if requested by a Fund, retrieval
within the time period specified by any regulatory entity with jurisdiction
over the Fund. All Fund information on the Custodian's books and records
maintained by the Custodian pursuant to this Agreement shall at all times be
the property of each applicable Fund and shall be available upon request during
normal business hours for inspection and use by such Fund and its agents,
including, without limitation, its independent certified public accountants.
Notwithstanding the preceding sentence, no Fund shall take any actions or cause
the Custodian to take any actions which would cause, either directly or
indirectly, the Custodian to violate any applicable laws, regulations or
orders. Upon a Fund's request, the Custodian shall promptly surrender to such
Fund copies of all books and records of the Fund maintained by the Custodian
pursuant to this Agreement in the format reasonably specified by the Fund.
Section 2.27. Opinion of Fund's Independent Certified Public
Accountants. The Custodian, to the extent applicable, shall take all reasonable
action as a Fund may request for the Fund to obtain periodically favorable
opinions from such Fund's independent certified public accountants with respect
to the Custodian's activities hereunder in connection with the preparation of
the Fund's Form N-1A and the Fund's Form N-CSR (including any shareholder
reports included therein) and Form N-SAR or other periodic reports to the SEC
and with respect to any other requirements of the SEC or the federal securities
laws, including the 1940 Act, and the rules and regulations thereunder.
Section 2.28. Reports by Independent Certified Public Accountants.
Annually, and as may otherwise be reasonably requested by a Fund and agreed to
by the Custodian, the Custodian shall deliver to such Fund a written report
prepared and published by the Custodian's independent certified public
accountants with respect to the services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting system,
internal accounting control and procedures for safeguarding cash, securities
and other assets, including cash, securities and other assets deposited and/or
maintained in a Securities System, Eligible Securities Depository or with a
Subcustodian. Such report shall be of sufficient scope and in sufficient detail
as may reasonably be required by any Fund.
Section 2.29. Overdraft Facility. In the event that the Custodian is
directed by Proper Instructions to make any payment or transfer of funds on
behalf of a Portfolio for which there would be, at the close of business on the
date of such payment or transfer, insufficient funds held by the Custodian on
behalf of such Portfolio, the Custodian may, in its discretion, provide an
overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio,
in an amount sufficient to allow the completion of such payment. Any Overdraft
provided hereunder: (a) shall be payable on the next Business Day, unless
otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue
interest from the date of the Overdraft to the date of payment in full by the
applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in
writing, from time to time, by the Custodian and the applicable Fund. The
Custodian and each Fund acknowledge that the purpose of such Overdrafts is to
temporarily finance the purchase or sale of securities for prompt delivery in
accordance with the terms hereof, to meet emergency expenses not reasonably
foreseeable by such Fund or for any other permissible purpose. The Custodian
shall promptly notify each applicable Fund in writing (an "Overdraft Notice")
of any Overdraft by facsimile transmission or in such other manner as such Fund
and the Custodian may agree in writing. To the extent Custodian advances funds
to the Fund on behalf of a Portfolio to settle purchases or sales of financial
assets for the Portfolio's securities account, Custodian shall have a security
interest in the financial assets which are the subject of such purchase or
sale, until Custodian has been repaid the amount of such advance by the Fund.
The Custodian's security interest in such financial assets shall automatically
release upon the Fund's repayment of such advance to Custodian. Without
limitation to Custodian's rights under the preceding sentence, at the request
of the Custodian, each applicable Fund, on behalf of one or more of its
Portfolios, to the extent it may do so without being deemed to have created an
encumbrance on its assets which would make its assets ineligible to cover its
"senior security" positions within the meaning of Section 18 of the 1940 Act,
shall pledge, assign and grant to the Custodian a security interest in certain
specified securities of the applicable Portfolio, as security for Overdrafts
provided to such Portfolio, under the terms and conditions set forth in
Appendix C attached hereto. Except to the extent expressly provided for in this
Section 2.29 or Appendix C, the Custodian hereby waives and agrees that it
shall not have any claim, assert or enforce a lien, encumbrance, security
interest or rights of set off in any of the assets of any Portfolio.
Section 2.30. Insurance Requirements.
(a) The Custodian shall, at its own expense, procure and maintain: (i)
workers compensation insurance for its own employees in an amount not less than
the statutory limits under all applicable statutes, rules and regulations in
each of the states in which Custodian operates and under all applicable federal
statutes, rules and regulations, (ii) employers liability insurance in an
amount not less than $1,000,000 per occurrence, (iii) comprehensive general
liability insurance in an amount not less than $1,000,000 per occurrence, (iv)
comprehensive automobile liability (including automobile non-ownership
liability) insurance in a combined single limit amount of not less than
$1,000,000 per occurrence, (v) umbrella or excess liability insurance providing
coverages in excess of the coverages listed in (ii), (iii) and (iv) above in an
amount not less than $5,000,000 per occurrence, (vi) errors and omission
liability insurance in an amount not less than $10,000,000 per claim, (vii) a
fidelity bond in an amount not less than $10,000,000 per loss, and (vii)
electronic and computer crime insurance in an amount not less than $10,000,000
per loss; provided however that the term "Custodian" in this Section 2.30 shall
not include a Subcustodian or Eligible Securities Depository. Nothing in this
Section 2.30 shall be deemed to limit the Custodian's liability to the types or
coverage amounts specified above or to limit any coverage under any of
Custodian's insurance policies.
(b) Concurrent with the execution of this Agreement and at least
annually thereafter at the Fund's request, Custodian shall provide a
"certificate of insurance" to each Fund that evidences that policies, bonds or
similar agreements providing the types and amounts of coverage specified in
paragraph (a) of this Section 2.30 have been entered into and are in full force
and effect and that specifies the applicable deductible amount for each policy,
bond or similar agreement.
Section 2.31. Provision of Information. At the request of a Fund, the
Custodian shall promptly provide to such Fund all information relating to such
Fund's, or any of its Portfolio's, cash, securities, and other assets which may
be reasonably requested by such Fund in order to determine the amount to be
paid to the Custodian under Article VI hereof. Such information shall be
delivered to such Fund at such time(s) and in such forms specified by such
Fund.
Section 2.32 Cash Balance Projections. The Custodian shall provide
daily to the Fund at times specified in the service standards (and at
additional times throughout the day as may be deemed necessary by the Fund) the
projected end of day cash balance for each non-money market Portfolio. It is
understood by the Fund that these cash projections may differ from the actual
end of day balance available for investment.
ARTICLE III
PROPER INSTRUCTIONS, SPECIAL INSTRUCTIONS
AND RELATED MATTERS
Section 3.01. Proper Instructions and Special Instructions.
(a) Proper Instructions. As used herein, the term "Proper
Instructions" shall mean: (i) a SWIFT message, a written (including, without
limitation, facsimile transmission) request, direction, instruction or
certification signed by or on behalf of the applicable Fund by one or more
Authorized Persons (as hereinafter defined); (ii) a telephonic or other oral
communication by one or more Authorized Persons; or (iii) a communication
effected directly between an electro-mechanical or electronic device or system
(including, without limitation, computers) by or on behalf of the applicable
Fund by one or more Authorized Persons; provided, however, that communications
purporting to be given by an Authorized Person shall be considered Proper
Instructions only if the Custodian reasonably believes such communications to
have been given by an Authorized Person with respect to the transaction
involved. Proper Instructions in the form of oral communications shall be
confirmed by the applicable Fund by SWIFT message or other electronic means or
in writing in the manner set forth in clause (i) above, but the lack of such
confirmation shall in no way affect any action taken by the Custodian in
reasonable reliance upon such oral instructions prior to the Custodian's
receipt of such confirmation. Proper Instructions may relate to specific
transactions or to types or classes of transactions, and may be in the form of
standing instructions.
(b) Special Instructions. As used herein, the term "Special
Instructions" shall mean Proper Instructions countersigned or confirmed in
writing by the Treasurer or any Assistant Treasurer of the applicable Fund or
any other person designated by the Treasurer of such Fund in writing, which
countersignature or confirmation shall be (i) included on the same instrument
containing the Proper Instructions or on a separate instrument relating
thereto, and (ii) delivered by hand, by facsimile transmission, or in such
other manner as the applicable Fund and the Custodian agree in writing.
(c) Address for Proper Instructions and Special Instructions. Proper
Instructions and Special Instructions shall be delivered to the Custodian at
the address and/or telephone, telecopy or telex number agreed upon from time to
time by the Custodian and the applicable Fund.
(d) Custodian may institute authentication procedures with the Funds
with respect to Proper Instructions given without the use of a security device
and providing for the transfer or delivery of funds or securities without
counter-value. A "security device" means a security device as contemplated by
Article 4A of the UCC. for the authentication of payment orders.
Section 3.02. Authorized Persons. Concurrently with the execution of
this Agreement and from time to time thereafter, as appropriate, each Fund
shall deliver to the Custodian, duly certified as appropriate by a Treasurer or
any Deputy or Assistant Treasurer of such Fund, a certificate setting forth:
(a) the names, titles, signatures and scope of authority of all persons
authorized to give Proper Instructions or any other notice, request, direction,
instruction, certificate or instrument on behalf of such Fund (collectively,
the "Authorized Persons" and individually, an "Authorized Person"); and (b) the
names, titles and signatures of those persons authorized to issue Special
Instructions. Such certificate may be accepted and reasonably relied upon by
the Custodian as conclusive evidence of the facts set forth therein and shall,
unless otherwise specified therein, be considered to be in full force and
effect until delivery to the Custodian of a similar certificate to the
contrary. Upon delivery of a certificate which deletes the name(s) of a person
previously authorized by a Fund to give Proper Instructions or to issue Special
Instructions, such persons shall no longer be considered an Authorized Person
or authorized to issue Special Instructions for that Fund.
Section 3.03. Persons Having Access to Assets of the Portfolios.
Notwithstanding anything to the contrary contained in this Agreement, no
Authorized Person, Trustee, officer, employee or agent of any Fund shall have
physical access to the assets of any Portfolio of that Fund held by the
Custodian nor shall the Custodian deliver any assets of a Portfolio for
delivery to an account of such person; provided, however, that nothing in this
Section 3.03 shall prohibit (a) any Authorized Person from giving Proper
Instructions, or any person authorized to issue Special Instructions from
issuing Special Instructions, so long as such action does not result in
delivery of or access to assets of any Portfolio prohibited by this Section
3.03 other than worthless assets; or (b) each Fund's independent certified
public accountants from examining or reviewing the assets of the Portfolios of
the Fund held by the Custodian. Each Fund shall deliver to the Custodian a
written certificate identifying such Authorized Persons, Trustees, officers,
employees and agents of such Fund.
Section 3.04. Actions of Custodian Based on Proper Instructions and
Special Instructions. So long as and to the extent that the Custodian acts in
accordance with (a) Proper Instructions or Special Instructions, as the case
may be, and (b) the terms of this Agreement (including the standard of care set
forth in Section 5.01(a)), the Custodian shall not be responsible for the
title, validity or genuineness of any property, or evidence of title thereof,
received by it or delivered by it pursuant to this Agreement.
ARTICLE IV
SUBCUSTODIANS
The Custodian may, from time to time, in accordance with the relevant
provisions of this Article IV, appoint one or more Domestic Subcustodians,
Foreign Subcustodians, Interim Subcustodians and Special Subcustodians (each as
hereinafter defined) to act on behalf of a Portfolio. (For purposes of this
Agreement, all duly appointed Domestic Subcustodians, Foreign Subcustodians,
Interim Subcustodians, and Special Subcustodians are hereinafter referred to
collectively, as "Subcustodians.")
Section 4.01. Domestic Subcustodians. The Custodian may, at any time
and from time to time, appoint any bank as defined in Section 2(a)(5) of the
1940 Act meeting the requirements of a custodian under Section 17(f) of the
1940 Act and the rules and regulations thereunder, to act on behalf of one or
more Portfolios as a subcustodian for purposes of holding cash, securities and
other assets of such Portfolios and performing other functions of the Custodian
within the United States (a "Domestic Subcustodian"); provided that, the
Custodian shall notify each applicable Fund in writing of the identity and
qualifications of any proposed Domestic Subcustodian at least thirty (30) days
prior to appointment of such Domestic Subcustodian, and such Fund may, in its
sole discretion, by written notice to the Custodian executed by an Authorized
Person disapprove of the appointment of such Domestic Subcustodian. If,
following notice by the Custodian to each applicable Fund regarding appointment
of a Domestic Subcustodian and the expiration of thirty (30) days after the
date of such notice, such Fund shall have failed to notify the Custodian of its
disapproval thereof, the Custodian may, in its discretion, appoint such
proposed Domestic Subcustodian as its subcustodian.
Section 4.02. Foreign Subcustodians and Interim Subcustodians.
(a) Foreign Subcustodians. Subject to and in accordance with the
following provisions, the Board of Trustees or other governing body or entity
of each Fund, on behalf of its applicable Portfolio(s), hereby delegates its
responsibilities as set forth in Rule 17f-5 under the 1940 Act, to the
Custodian and appoints the Custodian as its "Foreign Custody Manager" (as such
term is defined in Rule 17f-5), and the Custodian hereby accepts such
delegation and appointment and agrees to (1) act on behalf of the applicable
Fund(s) and Portfolios in such capacity, (2) perform the responsibilities set
forth in Rule 17f-5, and (3) exercise the standard of care set forth in Section
5.01(a) hereof in performing its responsibilities hereunder and under Rule
17f-5, except to the extent Rule 17f-5 provides a higher standard of care, in
which case that standard shall apply.
(i) Subject to and in accordance with the provisions of Rule
17f-5, the Custodian may, at any time and from time to time, appoint:
(A) any "Qualified Foreign Bank" (as such term is defined in Rule
17f-5), (B) any majority-owned direct or indirect subsidiary of a
"U.S. Bank" (as such term is defined in Rule 17f-5) or U.S. bank
holding company meeting the requirements of an "Eligible Foreign
Custodian," (as such term is defined in Rule 17f-5), (C) any other
entity which by order of the SEC, or by no-action letter of the staff
of the SEC is exempt from meeting the requirements of an "Eligible
Foreign Custodian" as set forth in Rule 17f-5, to act on behalf of the
applicable Fund(s) and Portfolio(s) as a subcustodian for purposes of
holding "Foreign Assets" (as defined in Rule 17f-5), or (D) any "Bank"
(as such term is defined in the 0000 Xxx) that qualifies as and may
serve as a custodian under Section 17(f) of the 1940 Act (each a
"Foreign Subcustodian").
(ii) Without limiting the foregoing, the Custodian shall be
responsible for (A) determining that each applicable Fund's or
Portfolio's Foreign Assets, if maintained with each Foreign
Subcustodian, will be subject to the standard of care set forth in
Section 5.01(a) hereof (or any higher standard of care imposed by Rule
17f-5) after considering all factors relevant to the safekeeping of
such assets including, without limitation, those factors set forth in
the provisions of paragraph (c)(1) of Rule 17f-5, (B) ensuring that
each foreign custody arrangement with a Foreign Subcustodian is
governed by a written contract with the Custodian meeting the
requirements of paragraph (c)(2) of Rule 17f-5 which will provide
reasonable care for each applicable Fund's or Portfolio's Foreign
Assets based on the standard of care set forth in Section 5.01(a)
hereof (or any higher standard of care imposed by Rule 17f-5), (C)
determining that each contract with a Foreign Subcustodian shall
include the provisions specified in paragraph (c)(2)(i)(A) through (F)
of Rule 17f-5 or alternatively, in lieu of any or all of such
(c)(2)(i)(A) through (F) provisions, such other provisions as the
Custodian reasonably determines will provide, in their entirety, the
same or greater level of care and protection for the Foreign Assets of
each Fund or Portfolio as such specified provisions in their entirety,
(D) establishing a system to monitor the appropriateness of
maintaining each applicable Fund's or Portfolio's Foreign Assets with
each Foreign Subcustodian pursuant to paragraph (c)(1) of Rule 17f-5
and to monitor the performance of each Foreign Subcustodian under the
subcustodian agreement between the Custodian and the Foreign
Subcustodian, (E) monitoring the appropriateness of maintaining each
applicable Fund's and Portfolio's Foreign Assets with each Foreign
Subcustodian pursuant to paragraph (c)(1) of Rule 17f-5 and the
performance of each Foreign Subcustodian under the subcustodian
agreement between the Custodian and the Foreign Subcustodian, and (F)
promptly notifying each applicable Fund or Portfolio and arranging for
the Fund to withdraw its or a Portfolio's Foreign Assets from a
Foreign Subcustodian as soon as reasonably practicable and taking all
actions reasonably practicable to safeguard the Portfolio's Foreign
Assets maintained with such Foreign Subcustodian if the arrangement
with the Foreign Subcustodian no longer satisfies the requirements of
Rule 17f-5. Anything herein to the contrary notwithstanding, subject
to the Custodian's satisfaction of the requirements of Rule 17f-5, the
Custodian's responsibilities with respect to any of the emerging
markets listed on Schedule X to this Agreement, as such schedule may
be reasonably updated by the Custodian from time to time in accordance
with its standard practices (the "Selected Emerging Markets") shall be
as set forth in addenda to this Agreement agreed to by the Custodian
and each Fund, on behalf of its applicable Portfolios (each a "Market
Rider") with respect to each of the Selected Emerging Markets;
(iii) The Custodian shall prepare written reports to the
Board of Trustees or other governing body or entity of each Fund, on
behalf of its applicable Portfolio(s), on an annual basis showing (A)
the identity and qualifications of each Foreign Subcustodian
authorized by the Custodian to hold Foreign Assets of the Fund(s) and
Portfolio(s), (B) the placement of the Fund's and Portfolio's Foreign
Assets with each such Foreign Subcustodian, (C) the country or
countries in which each Foreign Subcustodian is authorized to hold
Foreign Assets of the applicable Fund(s) and Portfolio(s) and (D) any
material changes to the Custodian's foreign custody arrangements for
the applicable Fund(s) and Portfolios) since the submission of the
Custodian's last written report to the applicable Fund's Board of
Trustees or other governing body or entity pursuant to this Section
4.02(a)(iii), including without limitation:
(1) changes in the Foreign Subcustodians included in the
Custodian's global custody network or arrangements;
(2) any change, including any amendment or modification to
the subcustodian agreements between the Custodian and
each of the Foreign Subcustodians, that could materially
affect the ability of a Foreign Subcustodian to perform
its duties in respect of the applicable Funds, or
Portfolios' Foreign Assets.
In addition to the annual reports required by clause (a) (iii) above,
the Custodian shall submit promptly (but in no event later than five
(5) Business Days after the event giving rise to a reporting
requirement) interim reports to the Board of Trustees or other
governing body or entity of each applicable Fund, on behalf of its
applicable Portfolio(s), of any changes that have or could materially
affect the ability of a Foreign Subcustodian to perform its duties in
respect of the Funds' and Portfolios' assets and any actions that the
Custodian has taken or proposes to take in connection with such
changes.
(iv) Each duly appointed Foreign Subcustodian and the
countries where and clearing agencies through which they may hold
Foreign Assets of the applicable Fund(s) and Portfolio(s) shall be
listed on Appendix B attached hereto and dated as of the date of this
Agreement, as the same may be amended from time to time, in accordance
with the provisions of Section 9.07(c) hereof.
(v) The Custodian shall provide the Funds or their respective
designees, on behalf of their Portfolios, with written notification of
any (A) proposed change in the Foreign Subcustodians included in the
Custodian's global custody network or arrangements at least thirty
(30) Business Days prior to the effective date of the proposed change,
or (B) termination, in whole or with respect to one or more specified
jurisdictions, of its acceptance of the Board of Trustees or other
governing body or entity of a Fund, on behalf of its applicable
Portfolio(s), delegation and appointment as the Fund's "Foreign
Custody Manager" at least ninety (90) Business Days prior to the
effective date of the proposed change or termination, unless, in
either case, the Funds in their discretion permit a shorter
notification period.
(vi) Each Fund shall be responsible for informing the
Custodian sufficiently in advance of a proposed investment by itself
or by one of its Portfolios which is to be held in a country in which
no Foreign Subcustodian is authorized to act, in order that there
shall be sufficient time for the Custodian to effect the appropriate
arrangements with a proposed foreign subcustodian.
(b) Interim Subcustodians. Notwithstanding the foregoing, in the event
that a Portfolio shall invest in a security or other asset to be held in a
country in which no Foreign Subcustodian is authorized to act, the Custodian
shall promptly notify the applicable Fund in writing by facsimile transmission
or in such other manner as such Fund and Custodian shall agree in writing of
the unavailability of an approved Foreign Subcustodian in such country; and the
Custodian shall, upon receipt of Special Instructions, appoint any Person (as
hereinafter defined) mutually acceptable to the Custodian and the Fund
designated by the applicable Fund in such Special Instructions to hold such
security or other asset. The subcustodian agreement between the Custodian and
any Interim Subcustodian shall comply with the provisions of the 1940 Act and
the rules and regulations thereunder (including Rule 17f-5, if applicable) and
the terms and provisions of this Agreement. The Custodian shall comply with
Section 4.02 (a)(i), (ii), (iii), and (v) hereof with respect to the
appointment of an Interim Custodian. (Any Person appointed as a subcustodian
pursuant to this Section 4.02(b) is hereinafter referred to as an "Interim
Subcustodian.")
Section 4.03. Special Subcustodians. Upon receipt of Special
Instructions, the Custodian shall, on behalf of one or more Portfolios, appoint
one or more banks, trust companies or other entities designated in such Special
Instructions to act as a subcustodian for purposes of: (i) effecting
third-party repurchase transactions with banks, brokers, dealers or other
entities through the use of a common custodian or subcustodian; (ii) providing
depository and clearing agency services with respect to certain variable rate
demand note securities; and (iii) effecting any other transactions designated
by each applicable Fund in Special Instructions. (Each such designated
subcustodian is hereinafter referred to as a "Special Subcustodian.") Each such
duly appointed Special Subcustodian shall be listed on Appendix B attached
hereto, as it may be amended from time to time in accordance with the
provisions of Section 9.05(c) hereof. In connection with the appointment of any
Special Subcustodian, the Custodian shall enter into a subcustodian agreement
with the Special Subcustodian in form and substance approved by each applicable
Fund, provided that such agreement shall in all events comply with the
provisions of the 1940 Act and the rules and regulations thereunder (including
Rule17f-5, if applicable) and the terms and provisions of this Agreement. If
any Special Subcustodian is a Foreign Custodian, the Custodian shall comply
with Section 4.02 of this Agreement. The Custodian shall not amend any
subcustodian agreement entered into with a Special Subcustodian, or agree to
change or permit any changes thereunder, or waive any rights under such
agreement, except upon prior approval pursuant to Special Instructions.
Section 4.04. Termination of a Subcustodian. In the event that the
Custodian is unable to cause a Subcustodian to fully perform its obligations
under the subcustodian agreement between the Custodian and such subcustodian,
the Custodian shall promptly notify the applicable Fund and upon the receipt of
Special Instructions, terminate such Subcustodian with respect to each
applicable Fund and, if necessary or desirable, appoint a replacement
Subcustodian in accordance with the provisions of Section 4.01 or Section 4.02,
as the case may be. In addition to the foregoing, the Custodian (A) may, at any
time in its discretion, upon written notification to each applicable Fund,
terminate any Domestic Subcustodian, Foreign Subcustodian or Interim
Subcustodian, and (B) shall, upon receipt of Special Instructions, terminate
any Subcustodian with respect to each applicable Fund, in accordance with the
termination provisions under the applicable subcustodian agreement.
Section 4.05. Certification Regarding Foreign Subcustodians. Each
report presented to the Board of Trustees of each Fund, on behalf of itself or
its applicable Portfolio(s), by the Custodian pursuant to Section 4.02(a)(iii)
above shall be accompanied by a certificate representing that (A) the Custodian
has established a system to monitor the appropriateness of maintaining the
Fund's or Portfolio's Foreign Assets with each Foreign Subcustodian pursuant to
paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Foreign
Subcustodian under the subcustodian agreement between the Custodian and the
Foreign Subcustodian; (B) the Custodian has monitored all Foreign Subcustodians
and each Foreign Subcustodian continues to be an "Eligible Foreign Custodian,"
(as such term is defined in Rule 17f-5); (C) each Foreign Subcustodian
continues to provide the standard of care set forth in Section 4.02(a)(ii)
hereof (or any higher standard of care imposed by Rule 17f-5), after
considering all relevant factors, including without limitation, those factors
set forth in paragraph (c)(1) of Rule 17f-5; (D) all foreign custody agreements
between the Custodian and the Foreign Subcustodians continue to meet the
requirements of paragraph (c)(2) of Rule 17f-5; (E) since the submission of the
last report pursuant to Section 4.02(a)(iii) above, there have been no material
adverse changes to the Custodian's foreign custody network or arrangements
other than those reported to the Board of Trustees or other governing body or
entity of the Fund, on behalf of itself or its applicable Portfolios, in the
accompanying report; and (F) the information included in the report is true,
accurate and complete in all material respects.
ARTICLE V
STANDARD OF CARE; INDEMNIFICATION
Section 5.01. Standard of Care.
(a) General Standard of Care. The Custodian shall exercise diligence,
prudence and reasonable care in carrying out all of its duties and obligations
under this Agreement, and shall be liable to each Fund for all losses, damages
and expenses (including, but not limited to, attorneys' fees and costs)
suffered or incurred by such Fund or its Portfolio(s) resulting from the
failure of the Custodian to exercise such diligence, prudence and reasonable
care.
(b) Disruption of Services; Actions Prohibited by Applicable Law, Etc.
In order to prevent the disruption of services in the event of any reasonably
foreseeable adverse events (such as terrorism or related threats to security,
loss of electric power or communications lines, equipment failure, fire, water
damage or severe weather conditions), the Custodian shall maintain at all
times, at no additional expense to the Funds, a complete business continuity,
disaster recovery, business resumption and crisis management plan ("Disaster
Recovery Plan") reasonably designed to safeguard from loss or damage
attributable to terrorism or related threats to security, fire, flood, theft or
any other cause the cash, security, other assets, records and other data of the
Funds and the Portfolios and the Custodian's records, data, equipment,
facilities and other property used in the performance of its obligations under
the Agreement. Upon reasonable request, the Custodian shall provide a
presentation summarizing the Business Continuity/Disaster Recovery Plan and the
results of its periodic tests thereof. The Custodian will notify the Funds
promptly of any material changes to the Disaster Recovery Plan. In the event of
equipment failure, work stoppage, governmental action, terrorism or related
threats to security, communication disruption or other impossibility of
performance beyond the Custodian's control, the Custodian shall, at no
additional expense to the Fund, use commercially reasonable efforts to minimize
service interruptions. In no event shall the Custodian incur liability
hereunder if the Custodian or any Subcustodian, Securities System or Eligible
Securities Depository, or any subcustodian, securities depository or securities
system utilized by any such Subcustodian, or any nominee of the Custodian or
any Subcustodian (individually, a "Person") is prevented, forbidden or delayed
from performing, or omits to perform, any act or thing which this Agreement
provides shall be performed or omitted to be performed, by reason of: (i) any
provision of any present or future law or regulation or order of the United
States of America, or any state thereof, or of any foreign country, or
political subdivision thereof or of any court of competent jurisdiction; or
(ii) any act of God or war or other circumstance beyond the control of the
Custodian, unless, in each case, such delay or nonperformance is caused by the
failure of the applicable Person to exercise diligence, prudence and reasonable
care.
(c) Mitigation by Custodian. Upon the occurrence of any event which
causes or may cause any loss, damage or expense to any Fund or Portfolio, (i)
the Custodian shall promptly notify the applicable Fund or Portfolio of the
occurrence of such event, (ii) the Custodian shall cause any applicable
Domestic Subcustodian or Foreign Subcustodian to use all commercially
reasonable efforts and take all reasonable steps under the circumstances to
mitigate the effects of such event and to avoid continuing harm to the Funds
and the Portfolios, and (iii) the Custodian shall use its best efforts to cause
any applicable Interim Subcustodian, Special Subcustodian or Eligible
Securities Depository to use all commercially reasonable efforts and take all
reasonable steps under the circumstances to mitigate the effects of such event
and to avoid continuing harm to the Funds and the Portfolios.
(d) Advice of Counsel. The Custodian shall be without liability for
any action reasonably taken or reasonably omitted in good faith pursuant to the
advice of (i) counsel for the applicable Fund or Portfolio, or (ii) at the
expense of the Custodian, such other reputable counsel as the applicable
Fund(s) and the Custodian may agree upon; provided however, with respect to the
performance of any action or omission of any action upon such advice, the
Custodian shall be required to conform to the standard of care set forth in
Section 5.01(a).
(e) Expenses of the Funds. In addition to the liability of the
Custodian under this Article V, the Custodian shall be liable to each
applicable Fund for all reasonable costs and expenses incurred by such Fund in
connection with any claim by such Fund against the Custodian arising from the
obligations of the Custodian hereunder, including, without limitation, all
attorneys' fees and expenses incurred by such Fund in asserting any such claim,
and all expenses incurred by such Fund in connection with any investigations,
lawsuits or proceedings relating to such claim; provided that, such Fund has
recovered for all or part of such claim from the Custodian.
(f) Liability for Past Records. The Custodian shall have no liability
in respect of any loss, damage or expense suffered by a Fund, insofar as such
loss, damage or expense arises from the Custodian's duties hereunder by reason
of the Custodian's reasonable reliance upon records that were maintained for
such Fund by entities other than the Custodian prior to the Custodian's
appointment as custodian for such Fund provided however, the Custodian shall be
required to conform to the standard of care set forth in Section 5.01(a).
Section 5.02. Liability of Custodian for Actions of Other Persons.
(a) Domestic Subcustodians and Foreign Subcustodians. The Custodian
shall be liable for the actions or omissions of any Domestic Subcustodian or
any Foreign Subcustodian to the same extent as if such action or omission was
performed by the Custodian itself. In the event of any loss, damage or expense
suffered or incurred by a Fund caused by or resulting from the actions or
omissions of any Domestic Subcustodian or Foreign Subcustodian for which the
Custodian would otherwise be liable, the Custodian shall promptly reimburse
such Fund in the amount of any such loss, damage or expense (including, but not
limited to, attorneys' fees and costs).
(b) Interim Subcustodians. Notwithstanding the provisions of Section
5.01 to the contrary, the Custodian shall not be liable to a Fund for any loss,
damage or expense suffered or incurred by such Fund or any of its Portfolios
resulting from the actions or omissions of an Interim Subcustodian unless such
loss, damage or expense is caused by, or results from, the failure of the
Custodian to exercise the standard of care set forth in Section 5.01(a) hereof
or the failure of the Custodian to take all reasonable steps to enforce such
rights as it may have against such Interim Subcustodian to protect the
interests of the Funds and the Portfolios. Each Interim Subcustodian chosen by
the Fund must meet the requirements of Section 17f-5 of the 1940 Act. The
Custodian shall not be liable to a Fund for the insolvency of any Interim
Custodian.
(c) Special Subcustodians and Additional Custodians. Notwithstanding
the provisions of Section 5.01 to the contrary and except as otherwise provided
in any subcustodian agreement to which the Custodian, a Fund and any Special
Subcustodian or Additional Custodian are parties, the Custodian shall not be
liable to a Fund for any loss, damage or expense suffered or incurred by such
Fund or any of its Portfolios resulting from the actions or omissions of a
Special Subcustodian or Additional Subcustodian, unless such loss, damage or
expense is caused by, or results from, the failure of the Custodian to exercise
the standard of care set forth in Section 5.01(a) hereof or the failure of the
Custodian to take all reasonable steps to enforce such rights as it may have
against any Special Subcustodian or Additional Custodian to protect the
interests of the Funds and the Portfolios. The Custodian shall not be liable to
a Fund for the insolvency of any Special Subcustodian or Additional Custodian.
(d) As long as Custodian has been in compliance with its obligations
under Rule 17f-5 under the 1940 Act, to determine, based upon publicly
available information, that each Foreign Subcustodian has the requisite
financial strength for the Fund's assets, Custodian shall not be responsible
for the insolvency of any Foreign Subcustodian which it appoints and which is
not a branch or affiliate of Custodian, except, however, that the Custodian
will be responsible for the insolvency of any Foreign Subcustodian which it
appoints if the Custodian fails to comply with such obligations.
(e) Securities Systems and Eligible Securities Depositories.
(1) Notwithstanding the provisions of Section 5.01 to the
contrary, the Custodian shall not be liable to a Fund for any loss, damage or
expense suffered or incurred by such Fund or any of its Portfolios resulting
from the use by the Custodian of a Securities System or Eligible Securities
Depository, unless such loss, damage or expense is caused by, or results from,
the failure of the Custodian to exercise the standard of care set forth in
Section 5.01(a) hereof or the failure of the Custodian to take all reasonable
steps to enforce such rights as it may have against the Securities System or
Eligible Securities Depository to protect the interests of the Funds and the
Portfolios.
(2) As long as Custodian has been in compliance with its
obligations under Rule 17f-7 under the 1940 Act, based upon publicly available
information, to monitor the custody risks associated with maintaining the
Fund's assets with each Eligible Securities Depository, Custodian shall not be
responsible for the insolvency of any Eligible Securities Depository, except,
however, that the Custodian will be responsible for the insolvency of any
Eligible Securities Depository which it uses if the Custodian fails to comply
with such obligations.
(3) The Custodian shall not be liable to the Fund for the
insolvency of any Securities System.
(f) Other Agents, Directors, Officers, Etc. Except as provided in this
Section 5.02, the Custodian shall by liable for the actions or omissions of any
of its agents, directors, officers, employees, representatives or affiliates to
the same extent in accordance with this Agreement as if such action or omission
was performed by the Custodian itself. In the event of any loss, damage or
expense suffered or incurred by a Fund that is or was caused by or resulting
from the actions or omissions of any of the Custodian's agents, directors,
officers, employees, representatives or affiliates for which the Custodian
would otherwise be liable, the Custodian shall promptly reimburse such Fund in
the amount of any such loss, damage or expense (including, but not limited to,
attorneys' fees and costs).
(g) For the avoidance of doubt, vendors (whether or not affiliated
with the Custodian) of information concerning pricing, corporate actions, class
action litigation, and other market or static data shall not be deemed to be
the Custodian's agents or representatives.
Section 5.03. Indemnification.
(a) Indemnification Obligations of the Funds. Subject to the
limitations set forth in this Agreement, each Fund or Portfolio severally (and
not jointly nor jointly and severally) agrees to indemnify and hold harmless
the Custodian and its nominees from all loss, damage and expense (including,
but not limited to, reasonable attorneys' fees and costs) suffered or incurred
by the Custodian or its nominee caused by or arising from any claim, demand,
action or suit in connection with any actions taken in good faith by the
Custodian on behalf of such Fund or Portfolio in the performance of its duties
and obligations under this Agreement; provided however, that such indemnity
shall not apply to loss, damage and expense occasioned by or resulting from
actions or omissions of parties other than the Fund or the failure of the
Custodian or its nominees to exercise the standard of care set forth in Section
5.01(a) hereof.
(b) Indemnification Obligation of the Custodian. Subject to the
limitations set forth in this Agreement, the Custodian agrees to indemnify and
hold harmless each Fund, on behalf of its Portfolios, from all loss, damage and
expense (including, but not limited to, reasonable attorneys' fees and costs)
suffered or incurred by such Fund or its Portfolio(s) resulting from the
failure of the Custodian to exercise the standard of care set forth in Section
5.01(a) hereof.
(c) Notice of Litigation; Funds' Right to Prosecute, Etc. No Fund or
Portfolio shall be liable for Indemnification under this Section 5.03 unless a
Person shall have promptly notified such Fund or Portfolio in writing of the
commencement of any litigation or proceeding brought against such Person in
respect of which indemnity may be sought under this Section 5.03. With respect
to claims in such litigation or proceedings for which indemnity by a Fund or
Portfolio may be sought and subject to applicable law and the ruling of any
court of competent jurisdiction, such Fund or Portfolio shall be entitled to
participate in any such litigation or proceeding and, after written notice from
such Fund or Portfolio to any Person, such Fund or Portfolio may assume the
defense of such litigation or proceeding with counsel of its choice at its own
expense in respect of that portion of the litigation for which such Fund or
Portfolio may be subject to an indemnification obligation; provided however, a
Person shall be entitled to participate in (but not control) at its own cost
and expense, the defense of any such litigation or proceeding if such Fund or
Portfolio has not acknowledged in writing its obligation to indemnify the
Person with respect to such litigation or proceeding. If such Fund or Portfolio
is not permitted to participate or control such litigation or proceeding under
applicable law or by a ruling of a court of competent jurisdiction, such Person
shall reasonably prosecute such litigation or proceeding. A Person shall not
consent to the entry of any judgment or enter into any settlement in any such
litigation or proceeding without providing each applicable Fund or Portfolio
with adequate notice of any such settlement or judgment, and without each such
Fund's or Portfolio's prior written consent. All Persons shall submit written
evidence to each applicable Fund or Portfolio with respect to any cost or
expense for which they are seeking indemnification in such form and detail as
such Fund or Portfolio may reasonably request.
(d) Notice of Litigation; Custodian's Right to Prosecute, Etc. The
Custodian shall not be liable for Indemnification under this Section 5.03
unless a Fund or Portfolio shall have promptly notified the Custodian in
writing of the commencement of any litigation or proceeding brought against
such Fund or Portfolio in respect of which indemnity may be sought under this
Section 5.03. With respect to claims in such litigation or proceedings for
which indemnity by the Custodian may be sought and subject to applicable law
and the ruling of any court of competent jurisdiction, the Custodian shall be
entitled to participate in any such litigation or proceeding and, after written
notice from the Custodian to the applicable Fund(s) and/or Portfolio(s), the
Custodian may assume the defense of such litigation or proceeding with counsel
of its choice at its own expense in respect of that portion of the litigation
for which the Custodian may be subject to an indemnification obligation;
provided however, the applicable Fund(s) and/or Portfolio(s) shall be entitled
to participate in (but not control) at their own cost and expense, the defense
of any such litigation or proceeding if the Custodian has not acknowledged in
writing its obligation to indemnify such Fund(s) and Portfolio(s) with respect
to such litigation or proceeding. If the Custodian is not permitted to
participate or control such litigation or proceeding under applicable law or by
a ruling of a court of competent jurisdiction, the applicable Fund(s) and/or
Portfolio(s) shall reasonably prosecute such litigation or proceeding. No Fund
or Portfolio shall consent to the entry of any judgment or enter into any
settlement in any such litigation or proceeding without providing the Custodian
with adequate notice of any such settlement or judgment, and without the
Custodian's prior written consent. The applicable Fund(s) and/or Portfolio(s)
shall submit written evidence to the Custodian with respect to any cost or
expense for which they are seeking indemnification in such form and detail as
the Custodian may reasonably request.
Section 5.04. Fund's Right to Proceed. Notwithstanding anything to the
contrary contained herein, each Fund or Portfolio shall have, at its election
upon reasonable notice to the Custodian, the right to enforce, to the extent
permitted by any applicable agreement and applicable law, the Custodian's
rights against any Subcustodian, Securities System, Eligible Securities
Depository or other Person for any loss, damage or expense caused such Fund or
Portfolio by such Subcustodian, Securities System, Eligible Securities
Depository or other Person, and shall be entitled to enforce the rights of the
Custodian with respect to any claim against such Subcustodian, Securities
System, Eligible Securities Depository or other Person, which the Custodian may
have as a consequence of any such loss, damage or expense, if and to the extent
that such Fund or Portfolio has not been made whole for any such loss or
damage. If the Custodian makes such Fund or Portfolio whole for any such loss
or damage, the Custodian shall retain the ability to enforce its rights
directly against such Subcustodian, Securities System, Eligible Securities
Depository or other Person. Upon such Fund's or Portfolio's election to enforce
any rights of the Custodian under this Section 5.04, such Fund or Portfolio
shall reasonably prosecute all actions and proceedings directly relating to the
rights of the Custodian in respect of the loss, damage or expense incurred by
such Fund or Portfolio; provided that, so long as such Fund or Portfolio has
acknowledged in writing its obligation to indemnify the Custodian under Section
5.03 hereof with respect to such claim, such Fund or Portfolio shall retain the
right to settle, compromise and/or terminate any action or proceeding in
respect of the loss, damage or expense incurred by such Fund or Portfolio
without the Custodian's consent and provided further, that if such Fund or
Portfolio has not made an acknowledgment of its obligation to indemnify, such
Fund or Portfolio shall not settle, compromise or terminate any such action or
proceeding without the written consent of the Custodian, which consent shall
not be unreasonably withheld or delayed. The Custodian agrees to cooperate with
each Fund or Portfolio and take all actions reasonably requested by such Fund
or Portfolio in connection with such Fund or Portfolio's enforcement of any
rights of the Custodian. Each Fund or Portfolio agrees to reimburse the
Custodian for all reasonable out-of-pocket expenses incurred by the Custodian
on behalf of such Fund or Portfolio in connection with the fulfillment of its
obligations under this Section 5.04; provided, however, that such reimbursement
shall not apply to expenses occasioned by or resulting from the failure of the
Custodian to exercise the standard of care set forth in Section 5.01(a) hereof.
ARTICLE VI
COMPENSATION
On behalf of each of its Portfolios, each Fund shall compensate the
Custodian in an amount, and at such times, as may be agreed upon in writing,
from time to time, by the Custodian and such Fund.
ARTICLE VI-A
SERVICE STANDARDS
The parties may establish service standards on such terms as shall be
agreed upon by the parties in writing from time to time, to be followed by each
party in connection with the provision of the services under this Agreement.
ARTICLE VII
TERMINATION
Section 7.01. Termination of Agreement as to One or More Funds. With
respect to each Fund, this Agreement shall continue in full force and effect
until the first to occur of: (a) termination by the Custodian by an instrument
in writing delivered or mailed to such Fund, such termination to take effect
not sooner than ninety (90) days after the date of such delivery; (b)
termination by such Fund by an instrument in writing delivered or mailed to the
Custodian, such termination to take effect not sooner than thirty (30) days
after the date of such delivery; or (c) termination by such Fund by written
notice delivered to the Custodian, based upon such Fund's determination that
there is a reasonable basis to conclude that the Custodian is insolvent or that
the financial condition of the Custodian is deteriorating in any material
respect, in which case termination shall take effect upon the Custodian's
receipt of such notice or at such later time as such Fund shall designate. In
the event of termination pursuant to this Section 7.01 by any Fund (a
"Terminating Fund"), each Terminating Fund shall make payment of all accrued
fees and unreimbursed expenses with respect to such Terminating Fund within a
reasonable time following termination and delivery of a statement to the
Terminating Fund setting forth such fees and expenses. Each Terminating Fund
shall identify in any notice of termination a successor custodian or custodians
to which the cash, securities and other assets of its Portfolios shall, upon
termination of this Agreement with respect to such Terminating Fund, be
delivered. In the event that no written notice designating a successor
custodian shall have been delivered to the Custodian on or before the date when
termination of this Agreement as to a Terminating Fund shall become effective,
the Custodian may 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
$25,000,000, all securities and other assets of such Terminating Fund's
Portfolios held by the Custodian and all instruments held by the Custodian
relative thereto and all other property of the Terminating Fund's Portfolios
held by the Custodian under this Agreement. Thereafter, such bank or trust
company shall be the successor of the Custodian with respect to such
Terminating Fund under this Agreement. In the event that securities and other
assets of such Terminating Fund's Portfolios remain in the possession of the
Custodian after the date of termination hereof with respect to such Terminating
Fund owing to a failure of the Terminating Fund to appoint a successor
custodian, the Custodian shall be entitled to compensation for its services in
accordance with the fee schedule most recently in effect, for such period as
the Custodian retains possession of such securities and other assets, and the
provisions of this Agreement relating to the duties and obligations of the
Custodian and the Terminating Fund shall remain in full force and effect. In
the event of the appointment of a successor custodian, it is agreed that the
cash, securities and other property owned by a Terminating Fund and held by the
Custodian, any Subcustodian or nominee shall be delivered to the successor
custodian; and the Custodian agrees to promptly and reasonably cooperate with
such Terminating Fund in the execution of documents and performance of other
actions necessary or desirable in order to substitute the successor custodian
for the Custodian under this Agreement.
Section 7.02. Termination as to One or More Portfolios. This Agreement
may be terminated as to one or more of a Fund's Portfolios (but less than all
of its Portfolios) by delivery by a Fund, on behalf of its Portfolios, to the
Custodian of an amended Appendix A deleting such Portfolios pursuant to Section
9.07(b) hereof, in which case termination as to such deleted Portfolios shall
take effect thirty (30) days after the date of such delivery. The execution and
delivery of an amended Appendix A which deletes one or more Portfolios shall
constitute a termination of this Agreement only with respect to such deleted
Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as
to the identification of a successor custodian and the delivery of cash,
securities and other assets of the Portfolios so deleted, and shall not affect
the obligations of the Custodian and any Fund hereunder with respect to the
other Portfolios set forth in Appendix A, as amended from time to time.
ARTICLE VIII
DEFINED TERMS
The following terms are defined in the following sections:
Term Section
---- -------
Account 2.23(a)(1)
ADRs 2.06
Additional Custodian(s) 2.24(a)
Authorized Person(s) 3.02
Bank Account(s) 2.22(a)
Banking Institution(s) 2.12
Bank Loans 2.15
Broker's Futures Margin Account(s) 2.10
Business Day 2.16(b)
Custodian Preamble
Disaster Recovery Plan 5.01(b)
Distribution Account(s) 2.17
Domestic Subcustodian(s) 4.01
Eligible Securities Depository 2.23(b)
Financing Documents 2.15
Foreign Subcustodian(s) 4.02(a)(i)
Fund(s) Preamble
Fund of Funds Portfolio(s) 2.02(c)
Fund of Funds Portfolio Control Procedures 2.02(c)(ii)
Fund of Funds Portfolio Purchase Instructions 2.03(v)
Fund of Funds Portfolio Sell Instructions 2.05(iv)
Futures Custody Agreement 2.10
Institutional Client(s) 2.03
Interest Bearing Deposit(s) 2.12
Interim Subcustodian(s) 4.02(b)
Loan Payment(s) 2.16(b)
MFS 2.02(c)
Overdraft(s) 2.29
Overdraft Notice 2.29
Person 5.01(b)
Portfolio(s) Preamble
Proper Instructions 3.01(a)
SEC 2.23(a)
Securities System(s) 2.23(a)
Shares 2.17
Special Instructions 3.01(b)
Special Subcustodian(s) 4.03
Subcustodian(s) Article IV
Terminating Fund 7.01
Transfer Agent Account(s) 2.22(c)
Underlying Fund(s) 2.02(c)
Underlying Fund Transfer Agent 2.02(c)
Uniform Commercial Code 2.02(a)
1940 Act Preamble
ARTICLE IX
MISCELLANEOUS
Section 9.01. Execution of Documents, Etc.
(a) Actions by each Fund. Upon request, each Fund shall execute and
deliver to the Custodian such proxies, powers of attorney or other instruments
as may be reasonable and necessary or desirable in connection with the
performance by the Custodian or any Subcustodian of their respective
obligations to such Fund under this Agreement or any applicable subcustodian
agreement with respect to such Fund, provided that the exercise by the
Custodian or any Subcustodian of any such rights shall in all events be in
compliance with the terms of this Agreement.
(b) Actions by Custodian. Upon receipt of Proper Instructions, the
Custodian shall execute and deliver to each applicable Fund or to such other
parties as such Fund(s) may designate in such Proper Instructions, all such
documents, instruments or agreements as may be reasonable and necessary or
desirable in order to effectuate any of the transactions contemplated hereby.
Section 9.02. Representative Capacity; Nonrecourse Obligations. A COPY
OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND THAT
IS ORGANIZED AS A MASSACHUSETTS BUSINESS TRUST IS ON FILE WITH THE SECRETARY OF
THE COMMONWEALTH OF MASSACHUSETTS, AND NOTICE IS HEREBY GIVEN THAT THIS
AGREEMENT IS NOT EXECUTED ON BEHALF OF THE MEMBERS OF THE BOARD OF TRUSTEES OR
MEMBERS OF THE BOARD OF MANAGERS OF ANY FUND AS INDIVIDUALS, AND THE
OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES,
MANAGERS, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE
BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND'S RESPECTIVE PORTFOLIOS.
THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, MANAGER, OFFICER OR PARTNER
OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF
ANY FUND ARISING OUT OF THIS AGREEMENT.
Section 9.03. Several Obligations of the Funds and the Portfolios.
WITH RESPECT TO ANY OBLIGATIONS OF A FUND ON BEHALF OF ANY OF ITS PORTFOLIOS
ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS
ARISING UNDER SECTIONS 2.29, 5.03, 5.04 AND ARTICLE VI HEREOF, THE CUSTODIAN
SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY OBLIGATION SOLELY TO THE ASSETS
AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION RELATES AS THOUGH EACH
FUND HAD SEPARATELY CONTRACTED WITH THE CUSTODIAN BY SEPARATE WRITTEN
INSTRUMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS. CONSISTENT WITH THE
FOREGOING, THE OBLIGATIONS OF EACH FUND AND PORTFOLIO UNDER THIS AGREEMENT ARE
SEVERAL AND NEITHER JOINT NOR JOINT AND SEVERAL.
Section 9.04. Representations and Warranties.
(a) Representations and Warranties of Each Fund. Each Fund hereby
severally and not jointly represents and warrants that each of the following
shall be true, correct and complete with respect to it at all times during the
term of this Agreement: (i) the Fund is duly organized under the laws of its
jurisdiction of organization and is registered as an open-end or closed-end
management investment company under the 1940 Act; and (ii) the execution,
delivery and performance by the Fund of this Agreement on behalf of each
applicable Portfolio are (w) within its power, (x) have been duly authorized by
all necessary action, and (y) will not (A) contribute to or result in a breach
of or default under or conflict with any existing law, order, regulation or
ruling of any governmental or regulatory agency or authority, or (B) violate
any provision of the Fund's corporate charter, Declaration of Trust or other
organizational document, or bylaws, or any amendment thereof or any provision
of its most recent Prospectus or Statement of Additional Information.
(b) Representations and Warranties of the Custodian. The Custodian
hereby represents and warrants to each Fund that each of the following shall be
true, correct and complete at all times during the term of this Agreement: (1)
the Custodian is duly organized under the laws of its jurisdiction of
organization and qualifies to act as a custodian to open-end and closed-end
management investment companies under the provisions of the 1940 Act; (ii) the
execution, delivery and performance by the Custodian of this Agreement are (w)
within its power, (x) have been duly authorized by all necessary action, and
(y) will not (A) contribute to or result in a breach of or default under or
conflict with any existing law, order, regulation or ruling of any governmental
or regulatory agency or authority, or (B) violate any provision of the
Custodian's corporate charter, or other organizational document, or bylaws, or
any amendment thereof, (iii) the Custodian is a "Qualified Foreign Bank" (as
defined in Rule 17f-5), a "U.S. Bank" (as defined in Rule 17f-5) or an entity
which by order of the SEC or by no-action letter of the staff of the SEC is
exempt from meeting the requirements of an "Eligible Foreign Custodian" (as set
forth in Rule 17f-5), (iv) the Custodian qualifies as a "Primary Custodian" (as
defined in Rule 17f-7) and accepts the responsibilities thereof with respect to
the Funds and Portfolios, (iv) the Custodian has entered into policies, bonds
or similar arrangements which provide the types and minimum amounts of
insurance and related coverage set forth in Section 2.30 hereof and such
policies, bonds or similar arrangements are in full force and effect; and (v)
the Custodian shall maintain and keep current a Disaster Recovery Plan and the
capacity to execute such Disaster Recovery Plan; however, the Custodian does
not make any representation or warranty that, notwithstanding the Custodian's
fulfillment of its obligation of due care, for every disaster or business
disruption (x) such plan will be successfully implemented or (y) such plan, if
implemented, will be sufficient and appropriate to avoid, deter or mitigate the
disaster or business disruption.
Section 9.05. Application of SEC Rules; Interpretation of Agreement in
Accordance with SEC or SEC Staff Guidance. To the extent this Agreement refers
to Rule 17f-5, Rule 17f-6, Rule 17f-7, or any other rule promulgated by the SEC
under the federal securities laws, including the 1940 Act, this Agreement shall
be deemed to refer to those rules only to the extent relevant to this Agreement
and shall be interpreted in accordance with those rules to the extent relevant
as they may be amended or restated from time to time or otherwise interpreted
or modified in accordance with relevant SEC or SEC staff guidance. This
Agreement, including the duties and obligations of the Custodian hereunder,
shall be interpreted in accordance with the applicable requirements of the
federal securities laws, as such laws may be interpreted or modified from time
to time in accordance with relevant SEC or SEC staff guidance.
Section 9.06. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the Fund, on the one hand, and the Custodian, on
the other, with respect to the subject matter hereof and accordingly,
supersedes as of the effective date of this Agreement any custodian agreement
heretofore in effect between each Fund and the Custodian.
Section 9.07. Waivers and Amendments. No provision of this Agreement
may be waived, amended or terminated except by a statement in writing signed by
the party against which enforcement of such waiver, amendment or termination is
sought; provided, however: (a) Appendix A listing the Portfolios of each Fund
for which the Custodian serves as custodian may be amended from time to time to
add one or more Portfolios for one or more Funds, by each applicable Fund's
execution and delivery to the Custodian of an amended Appendix A, and the
execution of such amended Appendix by the Custodian, in which case such
amendment shall take effect immediately upon execution by the Custodian; (b)
Appendix A may be amended from time to time to delete one or more Portfolios
(but less than all of the Portfolios) of one or more of the Funds, by each
applicable Fund's execution and delivery to the Custodian of an amended
Appendix A, in which case such amendment shall take effect thirty (30) days
after such delivery, unless otherwise agreed by the Custodian and each
applicable Fund in writing; (c) Appendix B listing Foreign Subcustodians,
Eligible Securities Depositories, Special Subcustodians and Additional
Custodians approved by any Fund may be amended from time to time to add or
delete one or more Foreign Subcustodians, Eligible Securities Depositories,
Special Subcustodians or Additional Custodians for a Fund or Funds by either
party's execution and delivery to the other party hereto of an amended Appendix
B, in which case such amendment shall take effect immediately upon execution by
the other party hereto; (d) Appendix C setting forth the procedures relating to
the Custodian's security interest with respect to each Fund may be amended only
by an instrument in writing executed by each applicable Fund and the Custodian;
(e) Appendix D listing the Fund of Funds Portfolios for which the Custodian
serves as custodian may be amended from time to time to add or delete one or
more of the Fund of Funds Portfolios, by each applicable Fund's or Portfolio's
execution and delivery to the Custodian of an amended Appendix D, and the
execution of such amended Appendix by the Custodian, in which case such
amendment shall take effect immediately upon execution by the Custodian; (f)
Appendix E attached hereto listing the Transfer Agent Accounts for which the
Custodian serves as custodian may be amended from time to time to add or delete
one or more Bank Accounts by each applicable fund's or Portfolio's execution
and delivery to the Custodian of an amended Appendix E and the execution of
such amended Appendix by the Custodian, in which case such amendment shall take
effect immediately upon execution by the Custodian; and (g) service standards
pursuant to Article VI may be amended only by an instrument in writing executed
by each applicable Fund and the Custodian.
Section 9.08. Interpretation. For avoidance of doubt, the parties
hereby agree that references in this Agreement to a "security" or to
"securities" are deemed to refer to "securities and other assets including Bank
Loans" unless the context otherwise requires. In addition, in connection with
the operation of this Agreement, the Custodian and any Fund may agree in
writing from time to time on such provisions interpretative of or in addition
to the provisions of this Agreement with respect to such Fund as may in their
joint opinion be consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement or affect any
other Fund.
Section 9.09. Captions. Headings contained in this Agreement, which
are included as convenient references only, shall have no bearing upon the
interpretation of the terms of the Agreement or the obligations of the parties
hereto.
Section 9.10. Governing Law. Insofar as any question or dispute may
arise in connection with the custodianship of foreign securities pursuant to an
agreement with a Foreign Subcustodian that is governed by the laws of the State
of New York, the provisions of this Agreement shall be construed in accordance
with and governed by the laws of the State of New York, provided that in all
other instances this Agreement shall be construed in accordance with and
governed by the laws of The Commonwealth of Massachusetts, in each case without
giving effect to principles of conflicts of law.
Section 9.11. Notices. Except in the case of Proper Instructions or
Special Instructions, notices and other writings contemplated by this Agreement
shall be delivered by hand or by facsimile transmission (provided that in the
case of delivery by facsimile transmission, notice shall also be mailed postage
prepaid to the parties at the following addresses:
(a) If to any Fund:
[Trust Name]
c/o Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Treasurer of the MFS Funds
Telephone: 000-000-0000
(b) If to the Custodian:
JPMorganChase Bank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Attn: Legal Department
Telefax: 000-000-0000
or to such other address as a Fund or the Custodian may have designated in
writing to the other.
Section 9.12. Assignment. This Agreement shall be binding on and shall
inure to the benefit of each Fund severally and the Custodian and their
respective successors and assigns, provided that, subject to the provisions of
Section 7.01 hereof, neither the Custodian nor any Fund may assign this
Agreement or any of its rights or obligations hereunder without the prior
written consent of the other party.
Section 9.13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original. With respect
to each Fund, this Agreement shall become effective when one or more
counterparts have been signed and delivered by such Fund and the Custodian.
Section 9.14. Consent to Recording. Subject to Section 9.14, each Fund
and the Custodian hereby agree that each may electronically record all
telephonic conversations between them and that any such recordings may be
submitted in evidence in any proceedings relating to this Agreement.
Section 9.15. Confidentiality: Survival of Obligations. The parties
hereto agree that each shall treat confidentially all information provided by
each party to the other regarding its business and operations. All confidential
information provided by a party hereto shall be used by any other party hereto
solely for the purpose of rendering services pursuant to this Agreement and,
except as may be required in carrying out this Agreement, shall not be
disclosed to any third party without the prior written consent of such
providing party. During the term of this Agreement, the Custodian agrees that
it will maintain and enforce policies and procedures which prohibit the
Custodian and its employees from engaging in securities transactions based on
knowledge of the portfolio holdings of any Portfolio. While it is not
contemplated by the terms of this Agreement that the Custodian will receive or
have access to Fund or Portfolio shareholder information, in the unlikely event
that the Custodian is provided with this information by the Fund, intentionally
or otherwise, the Custodian is familiar with Regulation S-P and agrees not to
disclose or use non-public personal information about Fund or Portfolio
shareholders except in accordance with Regulation S-P and, if known to the
Custodian, the Funds' applicable privacy policies. The foregoing shall not be
applicable to any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach of this
Agreement, or that is required to be disclosed to any bank examiner, regulator
or its staff by the Custodian or any Subcustodian, any auditor of the parties
hereto, by judicial or administrative process or otherwise by applicable law or
regulation. The provisions of this Section 9.15 and Sections 9.01, 9.02, 9.03,
9.10, Section 2.26, Section 2.29, Section 7.01, Article V and Article VI hereof
and any other rights or obligations incurred or accrued by any party hereto
prior to termination of this Agreement shall survive any termination of this
Agreement.
9.16 Custodian Provides Diverse Financial Services and May Generate
Profits as a Result. The Funds acknowledge that Custodian or its affiliates may
have a material interest in transactions entered into by the Funds with respect
to the Funds accounts or that circumstances are such that Custodian may have a
potential conflict of duty or interest. For example, Custodian or its
affiliates may act as a market maker in the financial assets to which Proper
Instructions relate, provide brokerage services to other customers, act as
financial adviser to the issuer of such financial assets, act in the same
transaction as agent for more than one customer, have a material interest in
the issue of the financial assets; or earn profits from any of these
activities. The Funds further acknowledges that Custodian or its affiliates may
be in possession of information tending to show that the Proper Instructions
received may not be in the best interests of the Funds or any Portfolio but
that Custodian is not under any duty to disclose any such information.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed in its name and behalf on the day and year first above written.
Each of the Investment Companies listed on JPMorgan Chase Bank, N.A.
Appendix A Attached Hereto, on Behalf of
each of Their Respective Portfolios
By: XXXXX X. XXXXX By: XXXXX X. XXXXX
----------------------------- ------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
----------------------------- ------------------------------
Title: President Title: Vice President
----------------------------- ------------------------------
APPENDIX A
TO
CUSTODIAN AGREEMENT
BETWEEN
JPMORGAN CHASE BANK, N.A. AND EACH OF THE INVESTMENT COMPANIES
Dated as of November 13, 2006
--------------------------------------------------------------------------------
TRUST FUND (FYE)*
--------------------------------------------------------------------------------
Stand Alone Trusts Massachusetts Investors Growth Stock Fund (11/30)
MFS Growth Opportunities Fund (12/31)
--------------------------------------------------------------------------------
MFS Series Trust II MFS Emerging Growth Fund (11/30)
--------------------------------------------------------------------------------
MFS Series Trust III MFS High Income Fund (1/31)
MFS High Yield Opportunities (1/31)
MFS Municipal High Income Fund (1/31)
--------------------------------------------------------------------------------
MFS Series Trust IV MFS Government Money Market Fund (8/31)
MFS Money Market Fund (8/31)
MFS Mid Cap Growth Fund (8/31)
MFS Municipal Bond Fund (8/31)
--------------------------------------------------------------------------------
MFS Series Trust V MFS International New Discovery Fund (9/30)
MFS Research Fund (9/30)
MFS Total Return Fund (9/30)
--------------------------------------------------------------------------------
MFS Series Trust VI MFS Global Equity Fund (10/31)
MFS Global Total Return Fund (10/31)
MFS Utilities Fund (10/31)
--------------------------------------------------------------------------------
MFS Series Trust VII MFS Capital Opportunities Fund (11/30)
--------------------------------------------------------------------------------
MFS Series Trust VIII MFS Global Growth Fund (10/31)
MFS Strategic Income Fund (10/31)
--------------------------------------------------------------------------------
MFS Series Trust IX MFS Bond Fund (4/30)
MFS Intermediate Investment Grade Bond Fund (4/30)
MFS Inflation Adjusted Bond Fund (10/31)
MFS Limited Maturity Fund (4/30)
MFS Municipal Limited Maturity Fund (4/30)
MFS Research Bond Fund (4/30)
MFS Research Bond Fund J (4/30)
--------------------------------------------------------------------------------
MFS Series Trust XIII MFS Government Securities Fund (2/28)
MFS Diversified Income Fund (2/28)
--------------------------------------------------------------------------------
MFS Municipal Series Trust MFS Alabama Municipal Bond Fund (3/31)
MFS Arkansas Municipal Bond Fund (3/31)
MFS California Municipal Bond Fund (3/31)
MFS Florida Municipal Bond Fund (3/31)
MFS Georgia Municipal Bond Fund (3/31)
MFS Maryland Municipal Bond Fund (3/31)
MFS Massachusetts Municipal Bond Fund (3/31)
MFS Mississippi Municipal Bond Fund (3/31)
MFS Municipal Income Fund (3/31)
MFS New York Municipal Bond Fund (3/31)
MFS North Carolina Municipal Bond Fund (3/31)
MFS Pennsylvania Municipal Bond Fund (3/31)
MFS South Carolina Municipal Bond Fund (3/31)
MFS Tennessee Municipal Bond Fund (3/31)
MFS Virginia Municipal Bond Fund (3/31)
MFS West Virginia Municipal Bond Fund (3/31)
--------------------------------------------------------------------------------
MFS Institutional Trust MFS Institutional Int'l. Equity Fund (6/30)
MFS Institutional Int'l. Research Equity Fund (6/30)
MFS Institutional Large Cap Value Fund (6/30)
--------------------------------------------------------------------------------
--------------
* Funds are to be transitioned to JPMorgan Chase Bank N.A. at fiscal-year end
or semi-annual period end, or such other date as determined between the
parties.
APPENDIX B
TO
CUSTODIAN AGREEMENT
BETWEEN
JPMORGAN CHASE BANK, N.A. AND EACH OF THE INVESTMENT
COMPANIES LISTED ON APPENDIX A THERETO
DATED AS OF November 13, 2006 The following is a list of Additional Custodians,
Special Subcustodians, Foreign Subcustodians and Eligible Securities
Depositories under the Custodian Agreement dated as of November 13, 2006 (the
"Custodian Agreement"):
A. Additional Custodians - Not applicable.
B. Special Subcustodians
The Bank of New York
C. Foreign Subcustodians
AGENT AND CASH NETWORK
----------------------------------------------------------------------------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------------------------------------------------------------------------------------------------------
ARGENTINA HSBC Bank Argentina S.A. HSBC Bank Argentina S.A.
Florida 000, 0xx Xxxxx Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
XXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
AUSTRALIA JPMorgan Chase Bank, N.A.** Australia and New Zealand Banking Group Ltd.
Xxxxx 00 Xxxxxxxxx
AAP Xxxxxx 000, Xxxxxx Xxxxxx
Xxxxxx XXX 0000
XXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
AUSTRIA Bank Austria Creditanstalt AG X.X. Xxxxxx AG
Xxxxxx Xxxxxxx Xxxxx - 0 Xxxxxxxxx
X-0000 Xxxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
BAHRAIN HSBC Bank Middle East Limited National Bank of Bahrain
1st Floor, Building No 2505, Road No 2832 Manama
Al Seef 428
BAHRAIN
----------------------------------------------------------------------------------------------------------------------
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A Xxxxx
Xxx 000
Xxxxx-0000
XXXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
BELGIUM Fortis Bank (Nederland) N.V. J.P. Xxxxxx XX
Rokin 00 Xxxxxxxxx
0000XX Xxxxxxxxx
THE NETHERLANDS
----------------------------------------------------------------------------------------------------------------------
BERMUDA The Bank of Bermuda Limited The Bank of Bermuda Limited
0 Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx HMDX
BERMUDA
----------------------------------------------------------------------------------------------------------------------
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Limited
Barclays House, Khama Crescent Gaborone
Gaborone
BOTSWANA
----------------------------------------------------------------------------------------------------------------------
BRAZIL HSBC Bank Brasil S.A. Banco Multiplo HSBC Bank Brasil S.A. Banco Multiplo
Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx 0000, 0xx Xxxxx Xxx Xxxxx
Sao Paulo, SP 00000-000
XXXXXX
----------------------------------------------------------------------------------------------------------------------
BULGARIA ING Bank N.V. ING Bank N.V.
Xxxxx Xxxxxx Sofia
12 Xxxx Bersinski Xxxxxx
Xxxx Xxxxx Xxxxxx
0000 Xxxxx
XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
CANADA Canadian Imperial Bank of Commerce Royal Bank of Canada
Xxxxxxxx Xxxxx Xxxx Xxxxxxx
Security Level
Toronto, Ontario X0X 0X0
XXXXXX
----------------------------------------------------------------------------------------------------------------------
Royal Bank of Canada Royal Bank of Canada
000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx
15th Floor
Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxx Xxxxxxx X0X 0X0
XXXXXX
----------------------------------------------------------------------------------------------------------------------
CHILE Citibank, N.A. Citibank, N.A
Xx. Xxxxxx Xxxxx 0000 0xx Xxxxx Xxxxxxxx
Xxx Xxxxxx
Xxxxxxxx
XXXXX
----------------------------------------------------------------------------------------------------------------------
CHINA - SHANGHAI The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited New York (for B-Share Market)
35/F, HSBC Tower
1000 Lujiazui Ring Road The Hongkong and Shanghai Banking
Pudong Corporation Limited
Shanghai 200120 Shanghai (for A-Share Market)
THE PEOPLE'S REPUBLIC OF CHINA
----------------------------------------------------------------------------------------------------------------------
CHINA - SHENZHEN The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited Hong Kong (for B-Share Market)
35/F, HSBC Tower
1000 Lujiazui Ring Road The Hongkong and Shanghai Banking
Pudong Corporation Limited
Shanghai 200120 Shanghai (for A-Share Market)
THE PEOPLE'S REPUBLIC OF CHINA
----------------------------------------------------------------------------------------------------------------------
COLOMBIA Santander Investment Trust Colombia S.A. Santander Investment Trust Colombia X.X.
Xxxxx 00, Xx. 0-00, Xxxx 0 Xxxxxx
Xxxxxx
XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
CROATIA Privredna banka Zagreb d.d. Privredna banka Zagreb d.d.
Xxxxxx x.00 Xxxxxx
00000 Xxxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
CYPRUS The Cyprus Popular Bank Ltd. The Cyprus Popular Bank Ltd.
000 Xxxxxxxx Xxxxxx Xxxxxxx
X.X. Xxx 00000
CY-1598 Nicosia
CYPRUS
----------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC HVB Bank Czech Republic a.s. Ceskoslovenska obchodni banka, a.s.
Xxxxxxxxx 0 Xxxxxx
000 00 Xxxxxx 0
XXXXX XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
DENMARK Danske Bank A/S Nordea Bank Danmark A/S
2-12 Holmens Kanal Copenhagen
DK 1092 Copenhagen K
DENMARK
----------------------------------------------------------------------------------------------------------------------
EGYPT Citibank, N.A. Citibank, N.A.
4 Xxxxx Xxxxx Street Cairo
Garden City
Cairo
EGYPT
----------------------------------------------------------------------------------------------------------------------
ESTONIA Hansabank Esti Uhispank
Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
FINLAND Skandinaviska Enskilda Xxxxxx XX (publ) X.X. Xxxxxx AG
Xxxxxxxxxxx 00 Xxxxxxxxx
XXX-00000 Xxxxxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
FRANCE BNP Paribas Securities Services S.A. J.P. Xxxxxx XX
Xxx 000 Xxxxxxxxx
XX 000
3, Xxx X'Xxxxx
00000 Xxxxx
Xxxxx 00
XXXXXX
----------------------------------------------------------------------------------------------------------------------
Societe Generale X.X. Xxxxxx AG
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx
00000 Xxxxx
XXXXXX
----------------------------------------------------------------------------------------------------------------------
GERMANY Deutsche Bank AG X.X. Xxxxxx XX
Xxxxxx-Herrhausen-Allee 16-24 Frankfurt
D-65760 Eschborn
GERMANY
----------------------------------------------------------------------------------------------------------------------
X.X. Xxxxxx AG#** X.X. Xxxxxx AG
Xxxxxxxxxxxxxx 00 Xxxxxxxxx
00000 Xxxxxxxxx xx Xxxx
XXXXXXX
# For local German custody clients only.
----------------------------------------------------------------------------------------------------------------------
GHANA Barclays Bank of Ghana Limited Barclays Bank of Ghana Limited
Barclays House, High Street Accra
Accra
GHANA
----------------------------------------------------------------------------------------------------------------------
GREECE HSBC Bank plc X.X. Xxxxxx AG
Messogion 109-111 Xxxxxxxxx
00000 Xxxxxx
XXXXXX
----------------------------------------------------------------------------------------------------------------------
HONG KONG The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited Hong Kong
36th Floor, Sun Hung Kai Centre
00 Xxxxxxx Xxxx
Xxx Xxxx
XXXX XXXX
----------------------------------------------------------------------------------------------------------------------
HUNGARY Deutsche Bank Zrt. ING Bank Rt.
Hold utca 00 Xxxxxxxx
X-0000 Xxxxxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
ICELAND Glitnir banki hf. Glitnir banki hf.
Xxxxxxxxxxxx 0 Xxxxxxxxx
000 Xxxxxxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
INDIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
Xxxxx Xxxx Xxxxx Xxxx, Mumbai
Worli Mumbai 400 030
INDIA
----------------------------------------------------------------------------------------------------------------------
Standard Chartered Bank Standard Chartered Bank
00-00 Xxxxxxx Xxxxxx Xxxx Xxxxxx
Mumbai 400 001
INDIA
----------------------------------------------------------------------------------------------------------------------
INDONESIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
Menara Mulia 19th Floor Jakarta
Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxx 0-00
Xxxxxxx 00000
XXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
IRELAND Bank of Ireland X.X. Xxxxxx AG
New Century House Frankfurt
Mayor Street Lower
International Financial Services Centre
Xxxxxx 0
IRELAND
----------------------------------------------------------------------------------------------------------------------
ISRAEL Bank Leumi le-Israel B.M. Bank Leumi le-Israel B.M.
00, Xxxxxx Xxxxxx Xxxxxx Xxx Xxxx
00000 Tel Aviv
ISRAEL
----------------------------------------------------------------------------------------------------------------------
ITALY Banca Intesa Spa X.X. Xxxxxx AG
6, Xxxxxx xxxxx Xxxxx Xxxxxxxxx
00000 Xxxxx
XXXXX
----------------------------------------------------------------------------------------------------------------------
IVORY COAST Societe Generale de Banques en Cote d'Ivoire Societe Generale
5 et 7, Avenue J. Anoma - 01 B.P. 1355 Paris
Abidjan 01
IVORY COAST
----------------------------------------------------------------------------------------------------------------------
*JAMAICA* FirstCaribbean International Securities FirstCaribbean International Securities
Limited Limited
00-00 Xxxxxxxxx Xxxx. Xxxxxxxx
Xxxxxxxx 10
JAMAICA
----------------------------------------------------------------------------------------------------------------------
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
----------------------------------------------------------------------------------------------------------------------
JAPAN Mizuho Corporate Bank, Limited JPMorgan Chase Bank, N.A.
0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxxx
Xxxx-Xx
Xxxxx 000
XXXXX
----------------------------------------------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi UFJ, Limited JPMorgan Chase Bank, N.A.
0-0 Xxxxxxxxxx Xxxxxxxxx 0-xxxxx Xxxxx
Xxxx-xx
Xxxxx 000
XXXXX
----------------------------------------------------------------------------------------------------------------------
JORDAN Arab Bank Plc Arab Bank Plc
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
----------------------------------------------------------------------------------------------------------------------
KAZAKHSTAN SB HSBC Bank Kazakhstan JSC SB HSBC Bank Kazakhstan JSC
00 Xxxxxx Xxxxxx Xxxxxx
Xxxxxx 000000
XXXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
KENYA Barclays Bank of Kenya Limited Barclays Bank of Kenya Limited
c/o Barclaytrust Investment Services & Nairobi
Limited
Mezzanine 0, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx
Xxxxxxx
XXXXX
----------------------------------------------------------------------------------------------------------------------
KUWAIT HSBC Bank Middle East Limited HSBC Bank Middle East Limited
G/1/2 Floors Safat
Kharafi Tower, Qibla Area
Xxxxx Xxx Xxxxxx Xxxxxx
Xxxxx 00000
XXXXXX
----------------------------------------------------------------------------------------------------------------------
LATVIA Hansabanka Hansabanka
Balasta dambis 1a Xxxx
Xxxx, XX-0000
XXXXXX
----------------------------------------------------------------------------------------------------------------------
LEBANON HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.
HSBC Main Building New York
Riad El Solh, P.O. Box 11-1380
1107-2080 Beirut
LEBANON
----------------------------------------------------------------------------------------------------------------------
LITHUANIA SEB Vilniaus Bankas SEB Vilniaus Bankas
12 Xxxxxxxx xx. Xxxxxxx
XX 0000 Xxxxxxx
XXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
LUXEMBOURG Fortis Banque Luxembourg S.A. J.P. Xxxxxx XX
00 Xxxxxx X.X. Xxxxxxx Xxxxxxxxx
X-0000
XXXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
MALAYSIA HSBC Bank Malaysia Berhad HSBC Bank Malaysia Berhad
0 Xxxxx Xxxxxx Xxxxx Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
----------------------------------------------------------------------------------------------------------------------
MALTA HSBC Bank Malta p.l.c. HSBC Bank Malta p.l.c.
000 Xxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx VLT 05
MALTA
----------------------------------------------------------------------------------------------------------------------
MAURITIUS The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
0/X Xxx Xxxxxxxx Xxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxxx Street
Port Louis
MAURITIUS
----------------------------------------------------------------------------------------------------------------------
MEXICO Banco Nacional de Mexico, S.A. BBVA Bancomer, S.A.
Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx Xxxxxx, X.X.
Colonia Santa Fe
01210 Mexico, D.F.
MEXICO
----------------------------------------------------------------------------------------------------------------------
MOROCCO Attijariwafa Bank S.A. Attijariwafa Bank S.A.
000 xxxxxx Xxxxxx XX Xxxxxxxxxx
Xxxxxxxxxx 00000
MOROCCO
----------------------------------------------------------------------------------------------------------------------
NAMIBIA Standard Bank Namibia Limited Standard Bank of Namibia Limited
Mutual Platz Windhoek
Xxx. Xxxxxxxx xxx Xxxx Xxxxxxx
X.X.Xxx 0000
Xxxxxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
NETHERLANDS KAS Bank N.V. J.P. Xxxxxx XX
Xxxxxxxxxx 000 Xxxxxxxxx
0000 XX Xxxxxxxxx
XXXXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
NEW ZEALAND National Australia Bank Limited Westpac Banking Corporation
National Nominees Limited Wellington
Level 2 BNZ Tower
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
----------------------------------------------------------------------------------------------------------------------
*NIGERIA* Stanbic Bank Nigeria Limited The Standard Bank of South Africa Limited
Xxxx 000 Xxxxxxxxxxxx
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
Xxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
----------------------------------------------------------------------------------------------------------------------
NORWAY DnB NOR Bank ASA Xxxxxx Xxxx Xxxxx XXX
Xxxxxxxx 00 Xxxx
XX Xxx 0000 Xxxxxxx
X-0000 Xxxx
XXXXXX
----------------------------------------------------------------------------------------------------------------------
OMAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited
Bait Al Falaj Main Office Ruwi
Ruwi PC 112
OMAN
----------------------------------------------------------------------------------------------------------------------
PAKISTAN Citibank, N.A. Citibank, N.A.
AWT Plaza Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG Deutsche Bank AG
Unitowers Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
Standard Chartered Bank Standard Chartered Bank
Box 4896 Karachi
Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
PANAMA HSBC Bank (Panama) S.A. HSBC Bank (Panama) S.A.
Plaza HSBC Building, 9th Floor Panama City
Xxxxxxxx de la Guardia Street and 47th Street
Panama City
PANAMA
----------------------------------------------------------------------------------------------------------------------
PERU Xxxxxxxx xxx Xxxx X.X. Xxxxx xx Xxxxxxx xxx Xxxx
Camino Real 457 Lima
Torre Real - 0xx Xxxxx
Xxx Xxxxxx, Xxxx 00
XXXX
----------------------------------------------------------------------------------------------------------------------
PHILIPPINES The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00/X Xxxxxxxxx Xxxxxx Xxxxxx
00 XXX Xxxxxx
Xxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxx
XXXXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
POLAND Bank Handlowy w. Warszawie S.A. Bank Rozwoju Eksportu S.A.
xx. Xxxxxxxxxx 00 Xxxxxx
00-000 Xxxxxx 00
XXXXXX
----------------------------------------------------------------------------------------------------------------------
PORTUGAL Banco Espirito Santo, S.A X.X. Xxxxxx AG
7th floor Frankfurt
Xxx Xxxxxxxx, 00
0000-000 Xxxxxx
XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
QATAR HSBC Bank Middle East Limited HSBC Bank Middle East Limited
000 Xxxxxxx Xxx Xxxxxx Xxxxxx Xxxx
P. O. Box 57
Doha
QATAR
----------------------------------------------------------------------------------------------------------------------
ROMANIA ING Bank N.V. ING Bank N.V.
00-00 Xxxxxxxx Xxxxxx Xxxxxxxxx
000000 Xxxxxxxxx 0
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
*RUSSIA* X.X. Xxxxxx Bank International** JPMorgan Chase Bank, N.A.
(Limited Liability Company) Xxx Xxxx
Xxxxxxxx 0/0, 0xx xxxxx X/X XXXxxxxx Chase Bank London (USD XXXXXX
Xxxxxxxxxxxx Xxxxxx Xxxxxxx)
000000 Xxxxxx
XXXXXX
----------------------------------------------------------------------------------------------------------------------
ING Bank (Eurasia) ZAO JPMorgan Chase Bank, N.A.
(Closed Joint Stock Company) New York
36 Krasnoproletarskaya ulitsa A/C JPMorgan Chase Bank London (USD NOSTRO
127473 Moscow Account)
RUSSIA
----------------------------------------------------------------------------------------------------------------------
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
----------------------------------------------------------------------------------------------------------------------
SAUDI ARABIA The Saudi British Bank The Saudi British Bank
X.X. Xxx 0000 Xxxxxx
Xxxxxx 00000
XXXXXX XXXXXX
----------------------------------------------------------------------------------------------------------------------
SERBIA HVB Bank Serbia a Montenegro a.d. HVB Bank Serbia a Montenegro a.d.
Xxxxxxxx 00-00 Xxxxxxxx
00000 Xxxxxxxx
XXXXXX AND MONTENEGRO
----------------------------------------------------------------------------------------------------------------------
SINGAPORE DBS Bank Ltd. Oversea-Chinese Banking Corporation
000 Xxxxxxxxxx Xxxxxx #00-00 Xxxxxxxxx
Haw Xxx Xxxxxx
000000
XXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
SLOVAK REPUBLIC HVB Bank Slovakia a.s. Vseobecno Uverova Banka X.X.
Xxxxxxx 0 Xxxxxxxxxx
XX-000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
SLOVENIA Bank Austria Creditanstalt d.d. Ljubljana Bank Austria Creditanstalt d.d. Xxxxxxxxx
Xxxxxxx 0 Xxxxxxxxx
XX-0000 Xxxxxxxxx
XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
SOUTH AFRICA FirstRand Bank Limited The Standard Bank of South Africa Limited
1 Xxxxxxxxx Xxxxx, 0 Xxxxx Xxxxx, Xxxx Xxxx Xxxxxxxxxxxx
Cnr Xxxxxxxx and Xxxxx Xxxxxxx
Xxxxxxxxxxxx 0000
XXXXX XXXXXX
----------------------------------------------------------------------------------------------------------------------
SOUTH KOREA Standard Chartered First Bank Korea Limited Standard Chartered First Bank Korea Limited
100 KongPyung-dong ChongRo-Gu Seoul
Xxxxx 000-000
XXXXX XXXXX
----------------------------------------------------------------------------------------------------------------------
SPAIN Santander Investment, S.A. J.P. Xxxxxx XX
Ciudad Grupo Santander Frankfurt
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Xxxxxxxx xxx Xxxxx
00000 Xxxxxx
XXXXX
----------------------------------------------------------------------------------------------------------------------
SRI LANKA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx 0
XXX XXXXX
----------------------------------------------------------------------------------------------------------------------
SWEDEN Skandinaviska Enskilda Xxxxxx XX (publ) Svenska Handelsbanken
Sergels Torg 2 Xxxxxxxxx
XX-000 00 Xxxxxxxxx
XXXXXX
----------------------------------------------------------------------------------------------------------------------
SWITZERLAND UBS AG UBS AG
45 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
----------------------------------------------------------------------------------------------------------------------
TAIWAN JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0xx Xxxxx, Xxxxxx Xxx Xx Trading Building Taipei
Xx. 000, Xxxxxxx 0, Xxxx Xx Xxxx
Xxxxxx 000
XXXXXX
----------------------------------------------------------------------------------------------------------------------
THAILAND Standard Chartered Bank (Thai) Public Company Standard Chartered Bank (Thai) Public Company
Limited Limited
14th Floor, Zone B Bangkok
Sathorn Nakorn Tower
000 Xxxxx Xxxxxxx Xxxx Xxxxxxx
Xxxxxxx 00000
XXXXXXXX
----------------------------------------------------------------------------------------------------------------------
TUNISIA Banque Internationale Arabe de Tunisie, S.A. Banque Internationale Arabe de Tunisie, S.A.
00-00 Xxxxxx Xxxxx Xxxxxxxxx Tunis
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
TURKEY Citibank A.S. JPMorgan Chase Bank, N.A.
Turkiye Main Branch Istanbul
Buyukdere Cad. No:100
80280 Esentepe
Istanbul
TURKEY
----------------------------------------------------------------------------------------------------------------------
*UKRAINE* ING Bank Ukraine JPMorgan Chase Bank, N.A.
00-X Xxxxxx Xxxxxx Xxx Xxxx
00000 Kiev A/C JPMorgan Chase Bank London (USD NOSTRO
UKRAINE Account)
----------------------------------------------------------------------------------------------------------------------
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
----------------------------------------------------------------------------------------------------------------------
UNITED ARAB EMIRATES HSBC Bank Middle East Limited The National Bank of Abu Dhabi
X.X. Xxx 00 Xxx Xxxxx
312/45 Al Souq Road
Bur Dubai
Dubai
UNITED ARAB EMIRATES
----------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM. JPMorgan Chase Bank, N.A.** National Westminster Bank
0 Xxxxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
----------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG Varies by currency
The Depository and Clearing Centre
Lower Ground Floor
00 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
----------------------------------------------------------------------------------------------------------------------
UNITED STATES JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0 Xxx Xxxx Xxxxx Xxx Xxxx
Xxx Xxxx
XX 00000
U.S.A.
----------------------------------------------------------------------------------------------------------------------
URUGUAY BankBoston, N.A. BankBoston, X.X
Xxxxxx 1463 Montevideo.
Montevideo
URUGUAY
----------------------------------------------------------------------------------------------------------------------
VENEZUELA Citibank, N.A. Citibank, N.A.
Centro Comercial El Recreo Caracas
Torre Norte, Piso 20
Xxxx. Xxxxxxxx, Xxxxxx Xxxxxx
Xxxxxxx 0000 X.X.
VENEZUELA
----------------------------------------------------------------------------------------------------------------------
VIETNAM The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
75 Xxxx Hong Thai, District 0 Xx Xxx Xxxx Xxxx
Xx Xxx Xxxx Xxxx
XXXXXXX
----------------------------------------------------------------------------------------------------------------------
ZAMBIA Barclays Bank Zambia Plc Barclays Bank Zambia Plc
Xxxxx Xxxxx, Xxxxx Xxxx Xxxxxx
Xxxxxx
XXXXXX
----------------------------------------------------------------------------------------------------------------------
ZIMBABWE Barclays Bank of Zimbabwe Limited Barclays Bank of Zimbabwe Limited
Corporate Centre Harare
1st Floor, Eastern Wing
Birmingham Road, Cnr. Paisley Road
Harare
ZIMBABWE
----------------------------------------------------------------------------------------------------------------------
D. Eligible Securities Depositories
SECURITIES DEPOSITORIES
----------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
----------------------------------------------------------------------------------------------------------------------
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
----------------------------------------------------------------------------------------------------------------------
CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
----------------------------------------------------------------------------------------------------------------------
AUSTRALIA Austraclear Limited Corporate Debt, Money Market, Government Debt
and Semi-Government Debt
----------------------------------------------------------------------------------------------------------------------
CHESS Equity
(Clearing House Electronic Sub-register
System)
----------------------------------------------------------------------------------------------------------------------
AUSTRIA OeKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
----------------------------------------------------------------------------------------------------------------------
BAHRAIN CDS Equity
(The Central Depository System)
----------------------------------------------------------------------------------------------------------------------
BANGLADESH CDBL Equity, Government Debt
(Central Depository Bangladesh Limited)
----------------------------------------------------------------------------------------------------------------------
BELGIUM Euroclear Belgium Equity, Corporate Debt
----------------------------------------------------------------------------------------------------------------------
NBB Corporate Debt, Government Debt
(National Bank of Belgium)
----------------------------------------------------------------------------------------------------------------------
BERMUDA BSD Equity
(Bermuda Securities Depository)
----------------------------------------------------------------------------------------------------------------------
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e
Custodia)
----------------------------------------------------------------------------------------------------------------------
CETIP Corporate Debt
(Central de Custodia e de Liquidacao
Financiera de Titulos Privados)
----------------------------------------------------------------------------------------------------------------------
SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
----------------------------------------------------------------------------------------------------------------------
BULGARIA BNB Government Debt
(Bulgaria National Bank)
----------------------------------------------------------------------------------------------------------------------
CDAD Equity, Corporate Debt
(Central Depository A.D.)
----------------------------------------------------------------------------------------------------------------------
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
----------------------------------------------------------------------------------------------------------------------
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
----------------------------------------------------------------------------------------------------------------------
CHINA, SHANGHAI CSDCC, Shanghai Branch Equity
(China Securities Depository and Clearing
Corporation Limited, Shanghai Branch)
----------------------------------------------------------------------------------------------------------------------
CHINA, SHENZHEN CSDCC, Shenzhen Branch Equity
(China Securities Depository and Clearing
Corporation Ltd, Shenzhen Branch)
----------------------------------------------------------------------------------------------------------------------
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
----------------------------------------------------------------------------------------------------------------------
DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de
Colombia S.A.)
----------------------------------------------------------------------------------------------------------------------
CROATIA CDA Equity, Corporate Debt, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
----------------------------------------------------------------------------------------------------------------------
CYPRUS CSD Equity, Corporate Debt, Government Debt
(Central Securities Depository)
----------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru - Ceska republica)
----------------------------------------------------------------------------------------------------------------------
CNB Government Debt
(Czech National Bank)
----------------------------------------------------------------------------------------------------------------------
DENMARK VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
----------------------------------------------------------------------------------------------------------------------
EGYPT MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and
Depository)
----------------------------------------------------------------------------------------------------------------------
CBE Government Debt
(Central Bank of Egypt)
----------------------------------------------------------------------------------------------------------------------
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite
Keskdepositoorium)
----------------------------------------------------------------------------------------------------------------------
EUROMARKET CBL Internationally Traded Debt, Equity
(Clearstream Banking, S.A.)
----------------------------------------------------------------------------------------------------------------------
Euroclear Bank S.A./N.V. Internationally Traded Debt, Equity
----------------------------------------------------------------------------------------------------------------------
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository
Limited)
----------------------------------------------------------------------------------------------------------------------
FRANCE Euroclear France Equity, Corporate Debt, Government Debt
----------------------------------------------------------------------------------------------------------------------
GERMANY CBF Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
----------------------------------------------------------------------------------------------------------------------
GREECE CSD Equity, Corporate Debt, Government Debt
(Central Securities Depository S.A.)
----------------------------------------------------------------------------------------------------------------------
BoG Government Debt
(Bank of Greece)
----------------------------------------------------------------------------------------------------------------------
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company
Limited)
----------------------------------------------------------------------------------------------------------------------
CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
----------------------------------------------------------------------------------------------------------------------
HUNGARY KELER Zrt. Equity, Corporate Debt, Government Debt
(Central Clearing House and Depository
(Budapest) Zrt. - Kozponti Elszamolohaz es
Ertektar (Budapest) Zrt.)
----------------------------------------------------------------------------------------------------------------------
ICELAND ISD Equity, Corporate Debt, Government Debt
(The Islandic Securities Depository)
----------------------------------------------------------------------------------------------------------------------
INDIA NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
----------------------------------------------------------------------------------------------------------------------
CDSL Equity
(Central Depository Services (India) Limited)
----------------------------------------------------------------------------------------------------------------------
RBI Government Debt
(Reserve Bank of India)
----------------------------------------------------------------------------------------------------------------------
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
----------------------------------------------------------------------------------------------------------------------
Bank Indonesia Government Debt
----------------------------------------------------------------------------------------------------------------------
IRELAND CREST Equity, Corporate Debt
(CRESTCo Limited)
----------------------------------------------------------------------------------------------------------------------
ISRAEL TECH Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House Ltd.)
----------------------------------------------------------------------------------------------------------------------
ITALY Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
----------------------------------------------------------------------------------------------------------------------
IVORY COAST DC/BR Equity
(Le Depositaire Central / Banque de
Reglement)
----------------------------------------------------------------------------------------------------------------------
JAMAICA JCSD Equity, Corporate Debt, Government Debt
(Jamaica Central Securities Depository)
----------------------------------------------------------------------------------------------------------------------
JAPAN JASDEC Equity, Convertible Debt
(Japan Securities Depository Center,
Incorporated)
----------------------------------------------------------------------------------------------------------------------
BoJ Registered Government Debt
(Bank of Japan)
----------------------------------------------------------------------------------------------------------------------
JSSC Foreign Securities
(Japan Securities Settlement and Custody,
Inc.)
----------------------------------------------------------------------------------------------------------------------
JORDAN SDC Equity, Corporate Debt
(Securities Depository Center)
----------------------------------------------------------------------------------------------------------------------
KAZAKHSTAN CSD Equity
(Central Securities Depository CJSC)
----------------------------------------------------------------------------------------------------------------------
KENYA CBCD Government Debt
(Central Bank Central Depository)
----------------------------------------------------------------------------------------------------------------------
CDSC Equity, Corporate Debt
(Central Depository & Settlement Corporation
Limited)
----------------------------------------------------------------------------------------------------------------------
KUWAIT KCC Equity, Corporate Debt
(The Kuwait Clearing Company S.A.K.)
----------------------------------------------------------------------------------------------------------------------
LATVIA LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
----------------------------------------------------------------------------------------------------------------------
LEBANON Midclear X.X.X. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
X.X.X.)
----------------------------------------------------------------------------------------------------------------------
BDL Government Debt
(Banque du Liban)
----------------------------------------------------------------------------------------------------------------------
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
----------------------------------------------------------------------------------------------------------------------
LUXEMBOURG CBL Equity
(Clearstream Banking, S.A.)
----------------------------------------------------------------------------------------------------------------------
MALAYSIA Bursa Depository Equity, Corporate Debt
(Bursa Malaysia Depository Sdn Bhd)
----------------------------------------------------------------------------------------------------------------------
BNM Government Debt
(Bank Negara Malaysia)
----------------------------------------------------------------------------------------------------------------------
MALTA CSD Equity, Corporate Debt, Government Debt
(The Central Securities Depository)
----------------------------------------------------------------------------------------------------------------------
MAURITIUS CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
----------------------------------------------------------------------------------------------------------------------
MEXICO INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
----------------------------------------------------------------------------------------------------------------------
MOROCCO Maroclear Equity, Corporate Debt, Government Debt
----------------------------------------------------------------------------------------------------------------------
NETHERLANDS Euroclear Nederland Equity, Corporate Debt, Government Debt
----------------------------------------------------------------------------------------------------------------------
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
----------------------------------------------------------------------------------------------------------------------
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
----------------------------------------------------------------------------------------------------------------------
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen ASA)
----------------------------------------------------------------------------------------------------------------------
OMAN MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
----------------------------------------------------------------------------------------------------------------------
PAKISTAN CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
----------------------------------------------------------------------------------------------------------------------
SBP Government Debt
(State Bank of Pakistan)
----------------------------------------------------------------------------------------------------------------------
PANAMA LATINCLEAR Equity, Corporate Debt, Government Debt
(Central Latinoamericana de Valores, S.A.)
----------------------------------------------------------------------------------------------------------------------
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
----------------------------------------------------------------------------------------------------------------------
PHILIPPINES PDTC Equity
(Philippine Depository and Trust Corp.)
----------------------------------------------------------------------------------------------------------------------
RoSS Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
----------------------------------------------------------------------------------------------------------------------
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
----------------------------------------------------------------------------------------------------------------------
RPW Short-Term Government Debt
(Registry of Securities)
----------------------------------------------------------------------------------------------------------------------
PORTUGAL INTERBOLSA Equity, Corporate Debt, Government Debt
(Sociedade Gestora de Sistemas de Liquidacao
e de Sistemas Centralizados de Valores
Mobiliarios, S.A.)
----------------------------------------------------------------------------------------------------------------------
QATAR DSM Equity
(Doha Securities Market)
----------------------------------------------------------------------------------------------------------------------
ROMANIA BSE Equity
(Bucharest Stock Exchange)
----------------------------------------------------------------------------------------------------------------------
NBR Government Debt
(National Bank of Romania)
----------------------------------------------------------------------------------------------------------------------
RUSSIA VTB Equity, Corporate Debt, Government Debt
(Vneshtorgbank) (Ministry of Finance Bonds)
----------------------------------------------------------------------------------------------------------------------
NDC Equity, Corporate Debt, Government Debt
(The National Depository Center)
----------------------------------------------------------------------------------------------------------------------
SAUDI ARABIA Tadawul Equity
----------------------------------------------------------------------------------------------------------------------
SAMA Government Debt
(Saudi Arabian Monetary Authority)
----------------------------------------------------------------------------------------------------------------------
SERBIA CSD Equity, Corporate Debt, Government Debt
(Central Register and Central Depository for
Securities)
----------------------------------------------------------------------------------------------------------------------
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
----------------------------------------------------------------------------------------------------------------------
MAS Government Debt
(Monetary Authority of Singapore)
----------------------------------------------------------------------------------------------------------------------
SLOVAK REPUBLIC CSD Equity, Corporate Debt, Government Debt
(Centralny depozitar cennych papierov SR, a.s.)
----------------------------------------------------------------------------------------------------------------------
NBS Government Debt
(National Bank of Slovakia)
----------------------------------------------------------------------------------------------------------------------
SLOVENIA KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
----------------------------------------------------------------------------------------------------------------------
SOUTH AFRICA STRATE Equity
(Share Transactions Totally Electronic)
----------------------------------------------------------------------------------------------------------------------
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
----------------------------------------------------------------------------------------------------------------------
SPAIN IBERCLEAR Equity, Corporate Debt, Government Debt
(Sociedad de Gestion de los Sistemas de
Registro, Compensacion y Liquidacion de
Valores, S.A.)
----------------------------------------------------------------------------------------------------------------------
SRI LANKA CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
----------------------------------------------------------------------------------------------------------------------
SWEDEN VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
----------------------------------------------------------------------------------------------------------------------
SWITZERLAND SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
----------------------------------------------------------------------------------------------------------------------
TAIWAN TDCC Equity, Corporate Debt, Government Debt
(Taiwan Depository and Clearing Corporation)
----------------------------------------------------------------------------------------------------------------------
THAILAND TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
----------------------------------------------------------------------------------------------------------------------
TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle
pour la Compensation et le Depot des Valeurs
Mobilieres)
----------------------------------------------------------------------------------------------------------------------
TURKEY Central Registry Agency Equity, Corporate Debt
(CRA)
----------------------------------------------------------------------------------------------------------------------
CBoT Government Debt
(Central Bank of Turkey)
----------------------------------------------------------------------------------------------------------------------
UKRAINE NBU Government Debt
(National Bank of Ukraine)
----------------------------------------------------------------------------------------------------------------------
MFS Corporate Debt, Selected Equity
(Interregional Securities Union)
----------------------------------------------------------------------------------------------------------------------
UNITED ARAB EMIRATES DFM Equity, Corporate Debt, Government Debt
(Dubai Financial Market Clearing House)
----------------------------------------------------------------------------------------------------------------------
DIFX Equity, Corporate Debt
(Dubai International Financial Exchange
Central Securities Depository and Registry)
----------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
----------------------------------------------------------------------------------------------------------------------
UNITED STATES DTC Equity, Corporate Debt
(The Depository Trust Company)
----------------------------------------------------------------------------------------------------------------------
FRB Government Debt, Mortgage Back Debt
(Federal Reserve Bank)
----------------------------------------------------------------------------------------------------------------------
URUGUAY BCU Government Debt
(Banco Central del Uruguay)
----------------------------------------------------------------------------------------------------------------------
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
----------------------------------------------------------------------------------------------------------------------
CVV Equity, Corporate Debt, Money Market
(Caja Venezolana de Valores, S.A.)
----------------------------------------------------------------------------------------------------------------------
VIETNAM VSD Equity, Corporate Debt, Government Debt
(Vietnam Securities Depository)
----------------------------------------------------------------------------------------------------------------------
ZAMBIA CSD Equity, Government Debt
(XxXX Central Shares Depository Limited)
----------------------------------------------------------------------------------------------------------------------
BoZ Government Debt
(Bank of Zambia)
----------------------------------------------------------------------------------------------------------------------
APPENDIX C TO THE
CUSTODIAN AGREEMENT
BETWEEN
EACH OF THE INVESTMENT COMPANIES
LISTED ON APPENDIX A THERETO
AND
JPMORGAN CHASE BANK, N.A.
DATED AS OF NOVEMBER 13, 2006
PROCEDURES RELATING TO CUSTODIAN'S SECURITY INTEREST
In addition to, and not in limitation of, Custodian's rights and
interest under Section 2.29 of the Custodian Agreement, as security for any
Overdrafts (as defined in the Custodian Agreement) of any Portfolio, the
applicable Fund, on behalf of such Portfolio, to the extent it may do so
without being deemed to have created an encumbrance on its assets which would
make its assets ineligible to cover its "senior security" positions within the
meaning of Section 18 of the 1940 Act, shall pledge, assign and grant to the
Custodian a security interest in Collateral (as hereinafter defined), under the
terms, circumstances and conditions set forth in this Appendix C.
Section 1. Defined Terms. As used in this Appendix C the following
terms shall have the following respective meanings:
(a) "Business Day" shall mean any day that is not a Saturday, a Sunday
or a day on which the Custodian is closed for business.
(b) "Collateral" shall mean, with respect to any Portfolio, securities
held by the Custodian on behalf of the Portfolio having a value (as determined
in accordance with the procedures described in the prospectus for the
Portfolio) equal to the aggregate of all Overdraft Obligations: (i) identified
in any Pledge Certificate executed on behalf of such Portfolio; or (ii)
designated by the Custodian for such Portfolio pursuant to Section 3 of this
Appendix C. Such securities shall consist of marketable securities held by the
Custodian on behalf of such Portfolio or, if no such marketable securities are
held by the Custodian on behalf of such Portfolio, such other securities
designated by the applicable Fund in the applicable Pledge Certificate or by
the Custodian pursuant to Section 3 of this Appendix C.
(c) "Overdraft Obligations" shall mean, with respect to any Portfolio,
the amount of any outstanding Overdraft(s) provided by the Custodian to such
Portfolio together with all accrued interest thereon.
(d) "Pledge Certificate" shall mean a Pledge Certificate in the form
attached to this Appendix C as Schedule 1 executed by a duly authorized officer
of the applicable Fund and delivered by such Fund to the Custodian by facsimile
transmission or in such other manner as the applicable Fund and the Custodian
may agree in writing.
(e) "Release Certificate" shall mean a Release Certificate in the form
attached to this Appendix C as Schedule 2 executed by a duly authorized officer
of the Custodian and delivered by the Custodian to the applicable Fund by
facsimile transmission or in such other manner as such Fund and the Custodian
may agree in writing.
(f) "Written Notice" shall mean a written notice executed by a duly
authorized officer of the party delivering the notice and delivered by
facsimile transmission or in such other manner as the applicable Fund and the
Custodian shall agree in writing.
Section 2. Pledge of Collateral. To the extent that any Overdraft
Obligations of a Portfolio are not satisfied by the close of business on the
first Business Day following the Business Day on which the applicable Fund
receives Written Notice requesting security for such Overdraft Obligation and
stating the amount of such Overdraft Obligation, the applicable Fund, on behalf
of such Portfolio, shall pledge, assign and grant to the Custodian a first
priority security interest in assets of the Portfolio equal such Portfolio's
Overdraft Obligation by delivering to the Custodian a Pledge Certificate
executed by such Fund on behalf of such Portfolio describing the applicable
Collateral. Such Written Notice may, in the discretion of the Custodian, be
included within or accompany the Overdraft Notice relating to the applicable
Overdraft Obligations.
Section 3. Failure to Pledge Collateral. In the event that the
applicable Fund shall fail: (a) to pay, on behalf of the applicable Portfolio,
the Overdraft Obligation described in such Written Notice; (b) to deliver to
the Custodian a Pledge Certificate pursuant to Section 2; or (c) to identify
substitute securities pursuant to Section 6 upon the sale or maturity of any
securities identified as Collateral, the Custodian may, by Written Notice to
the applicable Fund specify Collateral which shall secure the applicable
Overdraft Obligation. Such Fund, on behalf of any applicable Portfolio, hereby
pledges, assigns and grants to the Custodian a first priority security interest
in any and all Collateral specified in a Written Notice delivered pursuant to
this Section 3; provided that such pledge, assignment and grant of security
shall be deemed to be effective only upon receipt by the applicable Fund of
such Written Notice.
Section 4. Delivery of Additional Collateral. If at any time the
Custodian shall notify a Fund by Written Notice that the value of the
Collateral securing any Overdraft Obligation of one of such Fund's Portfolios
is less than the amount of such Overdraft Obligation, such Fund, on behalf of
the applicable Portfolio, shall deliver to the Custodian, within one (1)
Business Day following the Fund's receipt of such Written Notice, an additional
Pledge Certificate describing additional Collateral. If such Fund shall fall to
deliver such additional Pledge Certificate, the Custodian may specify
Collateral which shall secure the unsecured amount of the applicable Overdraft
Obligation in accordance with Section 3 of this Appendix C.
Section 5. Release of Collateral. Upon payment by a Fund, on behalf of
one of its Portfolios, of any Overdraft Obligation secured by the pledge of
Collateral, the Custodian shall promptly deliver to such Fund a Release
Certificate pursuant to which the Custodian shall release all Collateral from
the lien under the applicable Pledge Certificate or Written Notice pursuant to
Section 3. In addition, if at any time a Fund shall notify the Custodian by
Written Notice that such Fund desires that specified Collateral be released
and: (a) that the value of the Collateral securing any Overdraft Obligation
shall exceed the amount of such Overdraft Obligation; or (b) that the Fund has
delivered a Pledge Certificate substituting Collateral for such Overdraft
Obligation, the Custodian shall deliver to such Fund, within one (1) Business
Day following the Custodian's receipt of such Written Notice, a Release
Certificate relating to the Collateral specified in such Written Notice.
Section 6. Substitution of Collateral. A Fund may substitute
securities for any securities identified as Collateral by delivery to the
Custodian of a Pledge Certificate executed by such Fund on behalf of the
applicable Portfolio, indicating the securities pledged as Collateral.
Section 7. Security for Individual Portfolios' Overdraft Obligations.
Consistent with the several obligations of each Portfolio under the Agreement,
the pledge of Collateral by a Fund on behalf of any of its individual
Portfolios shall secure only the Overdraft Obligations of such Portfolio. In no
event shall the pledge of Collateral by one of a Fund's Portfolios be deemed or
considered to be security for the Overdraft Obligations of any other Portfolio
of such Fund or of any other Fund.
Section 8. Custodian's Remedies. Upon (a) a Fund's failure to pay any
Overdraft Obligation of an applicable Portfolio within thirty (30) days after
receipt by such Fund of a Written Notice demanding security therefore, and (b)
one (1) Business Day's prior Written Notice to such Fund, the Custodian may
elect to enforce its security interest in the Collateral securing such
Overdraft Obligation, by taking title to (at its then prevailing value), or
selling in a commercially reasonable manner, so much of the Collateral as shall
be required to pay such Overdraft Obligation in full. Notwithstanding the
provisions of any applicable law, including, without limitation, the Uniform
Commercial Code, the remedy set forth in the preceding sentence shall be the
only right or remedy to which the Custodian is entitled with respect to the
pledge and security interest granted pursuant to any Pledge Certificate or
Section 3. Without limiting the foregoing, the Custodian hereby waives and
relinquishes all contractual and common law rights of set off to which it may
now or hereafter be or become entitled with respect to any obligations of any
Fund to the Custodian arising under this Appendix C to the Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Appendix to be
executed in its name and behalf on the day and year first above written.
Each of the Investment Companies listed on JPMorgan Chase Bank, N.A.
Appendix A to the Custodian Agreement, on
Behalf of each of Their Respective Portfolios
By: XXXXX X. XXXXX By: XXXXX X. XXXXX
----------------------------- ------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
----------------------------- ------------------------------
Title: President Title: Vice President
----------------------------- ------------------------------
SCHEDULE 1
TO
APPENDIX C
PLEDGE CERTIFICATE
This Pledge Certificate is delivered pursuant to the Custodian
Agreement, dated as of [DATE, 200_] (the "Agreement"), between [ ] (the "Fund")
and JPMorgan Chase Bank, N.A. (the "Custodian"). Capitalized terms used herein
without definition shall have the respective meanings ascribed to them in the
Agreement. Pursuant to [Section 2 or Section 4] of Appendix C attached to the
Agreement, the Fund, on behalf of [ ] (the "Portfolio"), hereby pledges,
assigns and grants to the Custodian a first priority security interest in the
securities listed on Exhibit A attached to this Pledge Certificate
(collectively, the "Pledged Securities"). Upon delivery of this Pledge
Certificate, the Pledged Securities shall constitute Collateral, and shall
secure all Overdraft Obligations of the Portfolio described in that certain
Written Notice dated ______, 200_ delivered by the Custodian to the Fund. The
pledge, assignment and grant of security in the Pledged Securities hereunder
shall be subject in all respect to the terms and conditions of the Agreement,
including, without limitation, Sections 7 and 8 of Appendix C attached thereto.
IN WITNESS WHEREOF, the Fund has caused this Pledge Certificate to be
executed in its name, on behalf of the Portfolio this ___ day of __________,
200_.
[FUND], on Behalf of [Portfolio]
By:
-----------------------------
Name:
-----------------------------
Title:
-----------------------------
EXHIBIT A
TO
PLEDGE CERTIFICATE
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
------ -------- ----------------- ---------
SCHEDULE 2
TO
APPENDIX C
RELEASE CERTIFICATE
This Release Certificate is delivered pursuant to the Custodian
Agreement, dated as of [DATE, 200_] (the "Agreement"), between
[ ] (the "Fund") and JPMorgan Chase Bank, N.A. (the
"Custodian"). Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Agreement. Pursuant to Section 5 of
Appendix C attached to the Agreement, the Custodian hereby releases the
securities listed on Exhibit A attached to this Release Certificate from the
lien under the [Pledge Certificate dated __________, or the Written Notice
delivered pursuant to Section 3 of Appendix C dated __________].
IN WITNESS WHEREOF, the Custodian has caused this Release Certificate
to be executed in its name and on its behalf this _____ day of __________.
JPMorgan Chase Bank, N.A.
By:
------------------------------
Name:
------------------------------
Title:
------------------------------
EXHIBIT A
TO
RELEASE CERTIFICATE
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
------ -------- ----------------- ---------
APPENDIX D TO THE
CUSTODIAN AGREEMENT
BETWEEN
EACH OF THE INVESTMENT COMPANIES
LISTED ON APPENDIX A THERETO
AND
JPMORGAN CHASE BANK, N.A. Dated as of: [Date, 200_]
A. Fund of Funds
Trust Fund
APPENDIX E TO THE
CUSTODIAN AGREEMENT
BETWEEN
EACH OF THE INVESTMENT COMPANIES
LISTED ON APPENDIX A THERETO
AND
JPMORGAN CHASE BANK, N.A.
TRANSFER AGENT ACCOUNTS
Dated as of: [Date, 200_]
SCHEDULE X TO THE
CUSTODIAN AGREEMENT
BETWEEN
EACH OF THE INVESTMENT COMPANIES
LISTED ON APPENDIX A THERETO
AND
JPMORGAN CHASE BANK, N.A.
Dated as of: November 13, 2006
1) Russia
2) Ukraine
3) Nigeria
