AGREEMENT
NYGCSA
GLOBAL CUSTODIAL SERVICES
AGREEMENT
TABLE OF CONTENTS
1. DEFINITIONS...............................................................................................2
2. APPOINTMENT OF CUSTODIAN..................................................................................4
3. PROPERTY ACCEPTED.........................................................................................4
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS..............................................................4
5. INSTRUCTIONS..............................................................................................5
6. PERFORMANCE BY THE CUSTODIAN..............................................................................6
7. REGISTRATION AND OTHER ACTION.............................................................................8
8. CUSTODY CASH ACCOUNT PAYMENTS.............................................................................8
9. ASSURED INCOME PAYMENT SERVICE............................................................................9
10. WITHDRAWAL AND DELIVERY...................................................................................9
11. ACCESS AND RECORDS........................................................................................9
12. USE OF AGENTS............................................................................................10
13. CITICORP ORGANIZATION INVOLVEMENT........................................................................10
14. SCOPE OF RESPONSIBILITY..................................................................................11
15. LITIGATION; INDEMNITY....................................................................................13
16. SET-OFF..................................................................................................14
17. FEES AND EXPENSES........................................................................................14
18. TAX STATUS/WITHHOLDING TAXES.............................................................................14
19. TERMINATION..............................................................................................15
20. ASSIGNMENT...............................................................................................15
21. INTENTIONALLY DELETED....................................................................................15
22. DISCLOSURE...............................................................................................15
23. NOTICES..................................................................................................16
24. GOVERNING LAW AND JURISDICTION................................................................16
25. MISCELLANEOUS............................................................................................16
[GRAPHIC OMITTED][GRAPHIC OMITTED]
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NYGCSA
THIS GLOBAL CUSTODIAL SERVICES AGREEMENT is made on the ____ day of ________, 2002, by and between each
investment company identified on Appendix A attached hereto (each hereinafter referred to as the "Client")
individually and severally, and not jointly and severally, and Citibank, N. A. (the "Custodian").
1. DEFINITIONS
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"Agreement" means this Global Custodial Services Agreement, as amended from time to time, and any other
terms and conditions agreed upon by the Client and the Custodian in writing from time to time in connection with
this Agreement.
"Assured Income Payment Service" means the Custodian's services in which interest, dividends or other
such periodic income, to which the Client is entitled, on Securities specified by the Custodian from time to time
at its absolute discretion, are credited to the Custody Cash Account in respect of such Securities.
"Assured Income Payment Standards" means the terms and conditions governing the Assured Income Payment
Service, as such terms and conditions are amended and/or supplemented from time to time by, and at the absolute
discretion of, the Custodian.
"Assured Payment" means, in relation to those Securities specified by the Custodian under the Assured
Income Payment Service, an amount equal to the interest, dividends or periodic income that is due to the Client
in respect of such Securities less any taxes, duties, levies, charges or any other withholding payments payable
in respect of such interest, dividends or periodic income.
"Assured Payment Date" means, in relation to the payment of any interest, dividend or periodic income of
any particular Securities specified by the Custodian under the Assured Income Payment Service, the date on which
such interest, dividend or periodic income is normally payable in respect of such Securities or such other date
as may be notified by the Custodian to the Client from time to time.
"Authorized Person" means (i) any person who has been authorized by the Client (including, for avoidance
of doubt, any officer or employee of such agent or person), by notice in writing to the Custodian, to act on its
behalf in the performance of any act, discretion or duty under this Agreement, or (ii) any other person holding a
duly executed power of attorney from the Client which is in a form acceptable to the Custodian.
"Branch" means any branch or office of Citibank, N.A.
"Citicorp Organization" means Citicorp and any company of which Citicorp is, now or hereafter, directly
or indirectly a shareholder or owner. For the purposes of this Agreement, each Branch shall be deemed to be a
separate member of the Citicorp Organization.
"Clearance System" means The Federal Reserve Bank of New York, The Depository Trust Company,
Participants Trust Company, Cedel Bank, S.A., the Euroclear System operated by Xxxxxx Guaranty Trust Company of
New York, the CREST system operated by CREST CO. Limited, the Central Money Markets Office, the Central Gilts
Office and such other clearing agency, settlement system or depository as may from time to time be used in
connection with transactions relating to Securities, and any nominee, clearing agency, or depository for any of
the foregoing.
"Custody Account" means the custody account or accounts in the name of the Client and/or such other name
as the Client may reasonably designate, for the deposit of any Property (other than cash) from time to time
received by the Custodian for the account of the Client.
"Custody Cash Account" means the cash account or accounts, which, at the discretion of the Client, may
be either a subaccount(s) of the Custody Account or a demand deposit account(s), in the name of the Client and/or
such other name as the Client may reasonably designate, for the deposit of cash in any currency received by the
Custodian from time to time for the account of the Client, whether by way of deposit or arising out of or in
connection with any Property in the Custody Account.
"Deposit" includes, with respect to any Securities not physically maintained in the possession of the
Custodian (e.g. with a Clearance System or Subcustodian), the crediting of such Securities to the Custody Account.
"Fee Agreement" means the agreement between the Custodian and the Client setting forth the fees, costs
and expenses to be paid by the Client to the Custodian in connection with the custodial services provided
pursuant to this Agreement, as such fee agreement may be amended at the Custodian's reasonable discretion from
time to time by prior written agreement of the Custodian and the Client.
"Hold" includes, with respect to any Securities not physically maintained in the possession of the
Custodian (e.g. with a Clearance System or Subcustodian), maintaining the credit of such Securities to the
Custody Account.
"Instructions" means any and all instructions received by the Custodian from, or reasonably believed by
the Custodian in good faith to be from, any Authorized Person, including any instructions communicated through
any manual or electronic medium or system agreed between the Client and the Custodian and on such terms and
conditions as the Custodian and the Client may agree from time to time.
"person" means any person, firm, company, corporation, government, state or agency of a state, or any
association or partnership (whether or not having separate legal personality) of two or more of the foregoing.
"Property" means, as the context requires, all or any part of any Securities, cash, or any other
property from time to time held for the Client under the terms of this Agreement.
"Rules" means any statutes, rules and regulations (whether of a local regulatory authority, stock
exchange or other entity) in any jurisdiction with which the Custodian may from time to time be required to
comply in the provision of its services hereunder.
"Securities" means bonds, debentures, notes, stocks, shares, securities or other financial assets
including, but not limited to instruments commonly known as derivatives, acceptable to the Custodian and all
moneys, rights or property which may at any time accrue or be offered (whether by way of bonus, redemption,
preference, option or otherwise) in respect of any of the foregoing and any certificates, receipts, warrants or
other instruments (whether in registered or unregistered form) representing rights to receive, purchase or
subscribe for any of the foregoing or evidencing or representing any other rights or interests therein
(including, without limitation, any of the foregoing not constituted, evidenced or represented by a certificate
or other document but by an entry in the books or other permanent records of the issuer, a trustee or other
fiduciary thereof, a Clearance System or other person).
"Service Standards" means any written service standards governing the day to day operations of the
custodial services which may be provided to the Client pursuant to this Agreement subject to such modifications
as may be agreed to by the Custodian and the Client.
"Subcustodian" means a subcustodian (other than a Clearance System) appointed by the Custodian for the
safe-keeping, administration, clearance and settlement of Securities.
"Taxes" means all taxes, levies, imposts, charges, assessments, deductions, withholdings and related
liabilities, including additions to tax, penalties and interest imposed on or in respect of the Property, the
transactions effected under this Agreement or the Client; PROVIDED THAT Taxes does not include income or
franchise taxes imposed on or measured by the net income of the Custodian or its agents.
"1940 Act" means the United States Investment Company Act of 1940.
2. APPOINTMENT OF CUSTODIAN
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(A) The Client hereby appoints the Custodian to act as its custodian in accordance with the terms hereof and
authorizes the Custodian to establish on its books, on the terms of this Agreement, the Custody Account, to be
designated to show that the Securities belong to the Client and are segregated from the Custodian's assets and
the Custody Cash Account.
(B) Subject to the express terms of this Agreement, the Client understands and agrees that the obligations
and duties hereunder of the Custodian shall be performed only by the Custodian or its agents, and shall not be
deemed obligations or duties of any other member of the Citicorp Organization unless appointed by the Custodian,
as contemplated hereby. The Client agrees that the Custodian may register or record legal title to any
Securities in the name of a nominee company or a Subcustodian in the Citicorp Organization and may appoint a
member of the Citicorp Organization to be a Subcustodian; provided, however, the Custodian's books and records
shall reflect that such securities are held for the benefit of the Client.
(C) The Client agrees to take any such action which may be necessary and to execute further documents and
provide such materials and information as may be reasonably requested by the Custodian to enable the Custodian to
perform the duties and obligations under this Agreement, including participation in any relevant Clearance
System, and will notify the Custodian as soon as it becomes aware of any inaccuracy in such materials or
information.
(D) All custody services by the Custodian hereunder shall be provided in accordance with the Service
Standards, a copy of which the Custodian may supply to the Client from time to time. In the event of any
conflict between any term of this Global Custodial Services Agreement and any term of the Service Standards, the
Global Custodial Services Agreement shall prevail with respect to such term.
(E) The Client agrees to comply with any relevant security procedures relating to the provision of custody
services under this Agreement which may be imposed on the Client by any relevant Clearance System, any relevant
securities market, or as may be agreed to between the Client and the Custodian from time to time, as the case may
be.
3. PROPERTY ACCEPTED
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(A) Subject to Section 3(C) below, the Custodian agrees to accept for custody in the Custody Account any
Securities which are capable of deposit under the terms of this Agreement.
(B) Subject to Section 3(C) below, the Custodian agrees to accept for deposit in the Custody Cash Account,
cash in any currency (which shall, if necessary, be credited by the Custodian to different accounts in the
currencies concerned), such cash to be owed to the Client by the Custodian as banker.
(C) The Custodian may in its reasonable discretion refuse to accept (in whole or in part) any proposed
deposit in either the Custody Account or the Custody Cash Account if the Custodian reasonably believes that the
acceptance of such deposit would violate any law, rule, regulation, practice or policy to which the Custodian is
subject. The Custodian shall immediately notify the Client of any such refusal and shall, to the extent possible
without any such violation, establish lawful custody thereof subject to Client's approval.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
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(A) The Client hereby represents, warrants and undertakes to the Custodian that:
(i) it is duly organized and validly existing under the laws of the jurisdiction of its
organization;
(ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or
otherwise in a representative capacity) has and will continue to have, or will take all action
necessary to obtain, full capacity and authority to enter into this Agreement and to carry out
the transactions contemplated herein, and has taken and will continue to take all action to
authorize the execution, delivery and performance of obligations of the Client, and the
validity and enforceability of such obligations and the rights of the Custodian, under this
Agreement;
(iii) except as provided in Clause 16 of this Agreement or resulting from acts of the Custodian, the
Client shall, at all times be entitled or otherwise authorized to deal with, and dispose of,
all or any part of the Property, whether through a relevant Clearance System or otherwise,
except for any necessary government consents in any applicable jurisdiction; (which Client
shall use commercially reasonable efforts to obtain).
(iv) Subject to paragraph 14(N), it will assert its interest in Property held by the Custodian in any
Clearance System only in such a way as could not prevent a transfer of title to a unit of such
Property by the Custodian (or by any other person) where such transfer is required by the
Clearance System; provided that nothing further shall limit the Client's rights pursuant to
Section 15 hereof.
(v) this Agreement is legal, valid and binding on the Client;
(vi) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true
copies of evidence of the due authorization for the execution, delivery and performance of this
Agreement;
(vii) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at
all times, be free from all charges, mortgages, pledges or other such encumbrances, other than
arising in connection with settlement, or to the extent resulting from the acts of the
Custodian.
The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be
true and correct as of any date after the date hereof.
(B) The Custodian hereby represents, warrants and undertakes to the Client that:
(i) it is duly organized and validly existing under the laws of the jurisdiction of its
organization;
(ii) during the term of this Agreement it has and will continue to have, or will take all action
necessary to obtain, full capacity and authority to enter into this Agreement and to carry out
the transactions contemplated herein, and has taken and will continue to take all action
(including, without limitation, the obtaining of all necessary governmental consents in any
applicable jurisdiction) to authorize the execution, delivery and performance of the
obligations of the Custodian, and the validity and enforceability of such obligations and the
rights of Client under this Agreement; and
(iii) this Agreement is legal, valid and binding on the Custodian.
The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be
true and correct as of any date after the date hereof.
5. INSTRUCTIONS
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(A) The Custodian may, in its absolute discretion and without liability on its part, except for negligence,
rely and act upon (and the Client shall be bound by) any Instructions. Instructions shall continue in full force
and effect until canceled or superseded; PROVIDED THAT any Instruction canceling or superseding a prior
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Instruction must be received by the Custodian at a time and in a manner that accords the Custodian a reasonable
opportunity to act upon such Instruction. The Custodian shall be entitled to rely upon the continued authority
of any Authorized Person to give Instructions until the Custodian receives notice from the Client to the contrary.
(B) Instructions shall be governed by and carried out subject to the prevailing laws, Rules, operating
procedures and market practice of any relevant stock exchange, Clearance System or market where or through which
they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable
cut-off times) and on banking days when the applicable financial markets are open for business.
(C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in
writing, by tested telex, SWIFT, letter, the Custodian's proprietary electronic banking system or as provided in
the Service Standards, such confirmation shall, where relevant, be made by an Authorized Person. However, the
Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the
written confirmation is received.
(D) The Custodian has offered the Client security procedures for the transmission of Instructions to the
Custodian (and the Client acknowledges that it has received the same and agrees that the security procedures
mutually agreed to by the Client and the Custodian are commercially reasonable). As long as the Custodian acts
in compliance with such security procedures and this Section 5, it shall have no further duty to verify the
identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction.
(E) The Custodian is authorized to rely upon any Instructions received by any means, provided that the
Custodian and the Client have agreed upon the means of transmission and the method of identification for such
Instructions.
(F) Instructions are to be given in the English language. The Custodian may in its reasonable discretion
and without any liability on its part, act upon what it reasonably believes in good faith such Instructions to
be; notwithstanding any other provision hereof, the Custodian shall have the right, in its reasonable discretion
to refuse to execute any such Instruction that the Custodian believes in good faith to be unauthorized or
erroneous, in which event the Custodian shall notify the Client of such refusal and the reasons therefor without
undue delay.
(G) The Client agrees to be bound by any Instructions reasonably believed by the Custodian to be genuine,
whether or not authorized, given to the Custodian in the Client's name and accepted by the Custodian without
negligence in accordance with the provisions of this Section 5.
6. PERFORMANCE BY THE CUSTODIAN
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(A) Custodial duties not requiring further Instructions. In the absence of contrary Instructions, the
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Custodian is authorized by the Client to, and where applicable, the Custodian shall promptly, carry out the
following actions in relation to the Property:
(i) except as otherwise provided in this Agreement, separately identify the Property on its records
as being held for the account of the Client and segregate all Property held on behalf of the
Client by the Custodian from the assets of the Custodian;
(ii) sign any affidavits, certificates of ownership or other certificates relating to the Property
which may be required by any tax or regulatory authority or under the laws of any relevant
jurisdiction, whether governmental or otherwise, and whether relating to ownership, or income,
capital gains or other tax, duty or levy (and the Client further agrees to ratify and to
confirm or to do, or to procure the doing of, such things as may lawfully be necessary or
appropriate to complete or evidence the Custodian's actions under this Section 6(A)(ii) or
otherwise under the terms of this Agreement);
(iii) collect and receive, for the account of the Client, all income, payments and distributions in respect of
the Property, and credit the same to the Custody Cash Account;
(iv) take any action which is necessary and proper in connection with the receipt of income,
payments and distributions as are referred to in Section 6(A)(iii) above, including, without
limitation, the presentation of coupons and other interest items;
(v) collect, receive and hold for the account of the Client any capital arising out of or in
connection with the Property whether as a result of it being called or redeemed or otherwise
becoming payable and credit the same to the Custody Cash Account;
(vi) take any action which is necessary and proper in connection with the receipt of any capital as
is referred to in Section 6(A)(v) above, including, without limitation, the presentation for
payment of any Property which becomes payable as a result of its being called or redeemed or
otherwise becoming payable and the endorsement for collection of checks, drafts and other
negotiable instruments;
(vii) take any action which is necessary and proper to enable the Custodian to provide services to
the Client within, and to observe and perform its obligations in respect of, any relevant
Clearance System;
(viii) collect, receive and hold for the account of the Client all Securities received by the
Custodian as a result of a stock dividend, share sub-division or reorganization, capitalization
of reserves or otherwise;
(ix) take any action which is necessary and proper in connection with the receipt of Securities referred to
in Section 6(A)(viii) above;
(x) exchange interim or temporary receipts for definitive certificates, and old or overstamped
certificates for new certificates and hold such definitive and/or new certificates in the
Custody Account;
(xi) make cash disbursements for any expenses incurred in handling the Property and for similar
items in connection with the Custodian's duties under this Agreement in accordance with the Fee
Agreement, and debit the same to the Client Cash Account or any other account of the Client
with the Custodian;
(xii) deliver to the Client transaction advices and/or regular statements of account showing the Property held
at such intervals as may be agreed between the parties hereto but subject always to applicable
Rules; and
(xiii) monitor on a continuing basis the custody risks associated with maintaining assets with any Eligible
Securities Depository (as defined in Rule 17f-7 under the 0000 Xxx) with which the Client
maintains or proposes to maintain assets pursuant to this Agreement, and promptly notify the
Client of any material change in such risks (Custodian having delivered to Client an analysis
of the custody risks associated with maintaining assets with each such Eligible Securities
Depository);
The Custodian agrees to exercise reasonable care, prudence and diligence in performing the
duties set forth in Section 6(c)(xii) above
(B) Custodial duties requiring Instructions. The Custodian is authorized by the Client to, and where
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applicable, the Custodian shall, carry out the following actions in relation to the Property only upon receipt of
and in accordance with specific Instructions:
(i) make payment for and receive Property, or deliver or dispose of Property;
(ii) (subject to Section 7(C)) deal with subscription, rights, bonus or scrip issues, conversions,
options, warrants and other similar interests or any other discretionary right in connection
with the Property; and
(iii) subject to the agreement of the Custodian, to carry out any action other than those mentioned
in Section 6(A) above.
7. REGISTRATION AND OTHER ACTION
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(A) The Client understands and agrees that, except as may be specified in the Service Standards, Property
shall be registered as the Custodian may direct either in the name of the Custodian, Subcustodian or Clearance
System, or nominee of any of them, in the jurisdiction where the Property is required to be registered or
otherwise held; provided, however that the books and records of the Custodian shall reflect that such securities
are held for the benefit of the Client. Where feasible, the Custodian will arrange on written request by the
Client for the registration of Property with the issuer or its agent in the name of the Client or its nominee.
The Client understands and agrees, however, that the Custodian shall have discretion to determine whether such
direct registration is feasible.
(B) The Custodian shall, to the extent reasonably possible, notify, make available or deliver to the Client,
in a timely manner, all official notices, circulars, reports and announcements that are received by the Custodian
in such capacity concerning the Securities held on the Client's behalf that require discretionary action.
(C) The Custodian shall provide proxy services to the Client only where there is a separate agreement in
relation to proxy services between the Custodian and the Client.
(D) Upon receipt of each transaction advice and/or statement of account, the Client shall examine the same
and notify the Custodian within sixty (60) days of the date of any such advice or statement of any discrepancy
between Instructions given and the situation shown in the transaction advice and/or statement, and/or of any
other errors therein. In the event that the Client does not inform the Custodian in writing of any exceptions or
objections within sixty (60) days after the date of such transaction advice and/or statement, the Client shall be
deemed to have approved such transaction advice and/or statement.
8. CUSTODY CASH ACCOUNT PAYMENTS
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(A) Except as otherwise provided herein, the Custodian shall make, or cause its agents to make, payments of
cash credited to the Custody Cash Account:
(i) in connection with the purchase of Property (other than cash) for the account of the Client in
accordance with Instructions;
(ii) in payment for the account of the Client of (A) all Taxes, fees, costs and expenses reasonably
incurred by the Custodian or its agents under or in connection with the terms of this
Agreement; provided however, no such payments shall be made for any unusual or non-routine
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claims or liabilities unless prior notice is given and the Client consent is obtained and (B)
all amounts owed to the Custodian pursuant to the Fee Agreement;
(iii) for payments to be made in connection with the conversion, exchange or surrender of Property
held in the Custody Account;
(iv) pursuant to assured payment obligations incurred in the capacity of settlement bank on behalf
of the Client within a relevant Clearance System;
(v) for other purposes as may be specified by the Client in its Instructions; or
(vi) upon the termination of this Agreement on the terms hereof;
PROVIDED THAT, unless otherwise agreed, the payments referred to above shall not exceed the funds available in
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the Custody Cash Account at any time. The Client shall promptly reimburse the Custodian for any advance of cash
or any such taxes, charges, expenses, assessments, claims or liabilities upon request for payment.
Notwithstanding the foregoing, nothing in this Agreement shall obligate the Custodian to extend credit, grant
financial accommodation or otherwise advance moneys to the Client or assume financial risk on behalf of the
Client for the purpose of meeting any such payments or otherwise carrying out any Instructions.
(B) Unless otherwise provided herein, the proceeds from the sale or exchange of Property will be credited to
the Custody Cash Account on the date the proceeds are actually received by the Custodian.
9. ASSURED INCOME PAYMENT SERVICE
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The Custodian may, at its absolute discretion, offer the Client an Assured Income Payment Service in
respect of specific Securities, as may be notified by the Custodian to the Client from time to time. In relation
to any such Securities, the Custodian may, at its absolute discretion, cause the Custody Cash Account to be
credited with an Assured Payment on the Assured Payment Date relevant thereto; PROVIDED THAT the Custodian shall
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be entitled to reverse any credit (in whole or in part) made in respect of that Assured Payment if the Custodian
fails to receive the full amount corresponding to such Assured Payment within a reasonable time, as determined by
the Custodian in its absolute discretion, after the relevant Assured Payment Date, for any reason whatsoever
other than as a result of the negligence or willful default of the Custodian.
The Assured Income Payment Service shall be provided by the Custodian in accordance with the Assured
Income Payment Standards.
10. WITHDRAWAL AND DELIVERY
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Subject to the terms of this Agreement, the Client may at any time demand withdrawal of all or any part
of the Property in the Custody Account and/or the Custody Cash Account. Delivery of any Property will be made
without undue delay at the expense of the Client at such location as the parties hereto may agree; PROVIDED THAT
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if the Custodian has effected any transaction on behalf of the Client the settlement of which is likely to occur
after a withdrawal pursuant to this Section 10, then the Custodian shall be entitled in its absolute discretion
to close out or complete such transaction and to retain sufficient funds from the Property for that purpose.
11. ACCESS AND RECORDS
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(A) Access to the Custodian's Records. Except as otherwise provided in this Agreement, during the
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Custodian's regular business hours and upon receipt of reasonable notice from the Client, any officer or employee
of the Client, any independent public accountant(s) selected by the Client and any person designated by any
regulatory authority having jurisdiction over the Client shall be entitled to examine on the Custodian's premises
Property held by the Custodian and the Custodian's records regarding Property deposited with entities authorized
to hold Property in accordance with Section 12 hereof, but only upon the Client's furnishing the Custodian with
Instructions to that effect; PROVIDED THAT such examination shall be consistent with the Custodian's obligations
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of confidentiality to other parties.
(B) Access to Third Party Records. The Custodian shall also, subject to restrictions under applicable laws
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and regulations, use its best efforts to obtain from any entity with which the Custodian maintains the physical
possession or book-entry record of any of the Property in the Custody Account or the Custody Cash Account such
records as may be required by the Client or its agents.
12. USE OF AGENTS
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(A) The Custodian is authorized subject to any relevant Rules, to appoint agents (each an "agent", which
term includes, without limitation, service providers and Subcustodians, but not Clearance Systems, and which
agents may be a member or members of the Citicorp Organization) and to participate in Clearance Systems, whether
in its own name or that of the Client, and whether by participation as a member, sponsor or settlement bank
within the Clearance System, to perform any of the duties of the Custodian under this Agreement. The Custodian
may delegate to any such agent or Clearance System any of its functions under this Agreement, including, without
limitation, the collection of any payment or payments, whether of an income or a capital nature, due on the
Property.
(B) In the selection and use of such agents and participation in such Clearance Systems, the Custodian shall
comply with any relevant Rules, and shall be responsible only for the negligence in the selection of such agents
and Clearance Systems and shall use reasonable care, prudence and diligence in such selection and use, but shall
otherwise have no responsibility for the performance by such agents or Clearance System of any of the duties
delegated to them under this Agreement; notwithstanding the foregoing, the Custodian shall be responsible for the
negligence, fraud or willful default of any Subcustodian that is a Branch or subsidiary of Citibank, N.A., or any
Subcustodian or agent appointed to safekeep property in the United States (other than a Clearance System)
including without limitation, the failure of any such Subcustodian to exercise reasonable care, prudence and
diligence in the performance of the service for which it was appointed, and shall have the same level of
responsibility to the Client for any nominee company controlled by the Custodian or by any of the Custodian's
affiliated companies as the Custodian has for itself, and shall take all action necessary on behalf of the Client
to obtain recoveries claimed by Client.
(C) Subject to any relevant Rules and regulations, the Property may be deposited with any Subcustodian
deemed appropriate by the Custodian or in any Clearance System deemed appropriate by the Custodian or a
Subcustodian, as the case may be; provided that Property shall not be held outside of the United States unless
(i) the Client has identified that it is an investment for which the primary market is outside the United States
or cash and cash equivalents and (ii) deposited in an Eligible Foreign Custodian approved by the Custodian as the
Client's Foreign Custody Manager pursuant to Rule 17f-5 under the 1940 Act or an Eligible Securities Depository
(as defined in Rule 17f-7 under the 1940 Act). Property held in any Clearance System shall be subject to the
rules or operating procedures of such Clearance System, including rules regarding supervision or termination of
membership of such Clearance System, and such further information provided by the Custodian to the Client, or
acknowledgments or agreements which may be required from the Client, for the purposes of this Section 12(C) in
connection with use of a Clearance System from time to time. The Custodian will direct each Subcustodian and
Clearance System to separately identify on its books Securities held by it pursuant to this Agreement as being
held for the account of the Custodian's customers. The Custodian will direct each Subcustodian and Clearance
System to segregate any such Securities held by such entity from the assets of the Custodian and such entity.
The Custodian shall take all reasonable steps to insure that Securities are separately identified and segregated.
The Client is hereby advised that, where the Custodian arranges for any Property to be held overseas, there may
be different settlement, legal and regulatory requirements in overseas jurisdictions from those applying in the
United States, together with different practices for the separate identification of the Client's Property.
13. CITICORP ORGANIZATION INVOLVEMENT
---------------------------------
(A) To the extent permitted by applicable law, the Client hereby authorizes the Custodian without the need
for the Custodian to obtain the Client's prior consent:
(i) when acting on Instructions to purchase and/or sell Property from, to or through itself or any
other member of the Citicorp Organization and from and/or to any other customer of the
Custodian or any other member of the Citicorp Organization; and
(ii) to obtain and keep, without being liable to account to the Client, any commission payable by any third
party or any other member of the Citicorp Organization in connection with dealings arising out
of or in connection with the Custody Account and/or the Custody Cash Account, but not to exceed
usual and customary commissions.
(B) The Client agrees and understands that if in accordance with Instructions, an investment is made in any
property, held, issued or managed by any member of the Citicorp Organization, then such member of the Citicorp
Organization may retain a usual and customary profit arising therefrom (in addition to the charges, commissions
and fees payable by the Client under this Agreement) without being liable to account to the Client for such
profit.
(C) The Client agrees and understands that (i) the Custodian and other members of the Citicorp Organization
may have banking or other business relationships with issuers of Securities held in the Custody Account or
Securities purchased and sold for the Custody Account, and (ii) the Custodian shall not have any obligations to
the Client as a result of such relationships.
14. SCOPE OF RESPONSIBILITY
-----------------------
(A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its
duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to
the Property in its possession or control. The Custodian will not be responsible for any loss or damage suffered
by the Client as a result of the Custodian performing such duties unless the loss or damage results from the
Custodian's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its
nominees or any branch or subsidiary (or subcustodian or agent appointed to safekeep Property in the United
States, other than a Clearance System); in the event of such negligence or willful misconduct the liability of
the Custodian in connection with the loss or damage will not exceed (i) the lesser of the current replacement
cost of any Securities or the market value of the Securities to which such loss or damage relates at the time the
Client reasonably should have been aware of such negligence or willful misconduct, plus (ii) compensatory
interest up to that time at the rate applicable to the base currency of the Custody Cash Account. Under no
circumstances will the Custodian be liable to the Client for consequential loss or damage, even if advised of the
possibility of such loss or damage.
(B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this
Agreement.
(C) In the event that any law, regulation, decree, order or government act, custom, procedure or practice to
which the Custodian, or any Subcustodian or Clearance System is subject, or to which the Property is subject,
prevents or limits the performance of the duties and obligations of the Custodian, or any Subcustodian or
Clearance System then, upon notice thereof to the Client only to the extent so limited, until such time as the
Custodian, Subcustodian or Clearance System is again able to perform such duties and obligations hereunder, such
duties and obligations of the Custodian, Subcustodian or Clearance System shall be suspended. For purpose of
this Section 14 (C) customs, practices or procedures means such matters affecting settlement of securities
transactions and the safekeeping of assets as the Custodian as a foreign custody manager would be required to
consider in determining that assets maintained in a custody arrangement in a country provide reasonable care and
any change in such as would require the foreign custody manager to advise the Client.
(D) Neither the Custodian nor any member of the Citicorp Organization shall be responsible for any loss or
damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this
Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable
control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war,
act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or
disruption of any relevant stock exchange, Clearance System or market.
(E) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other
Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the
Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify
the Client.
(F) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken
pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be
requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls,
Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any
principal, interest or other collections, or any other liability or payment arising out of or in connection with
the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or
otherwise) to pay the same on behalf of the Client it may do so out of any Property held by the Custodian
pursuant to the terms of this Agreement.
(G) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal
or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the
terms of this Agreement.
(H) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking
any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant
government, stock exchange, Clearance System, self-regulatory organization or market.
(I) The Custodian may at any time suspend or terminate its participation and holding of assets in a
Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the
event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities
to be held in certificate form.
(J) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker,
counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance
System, provided however that the Custodian shall take all reasonable efforts to recover amounts due from any
such broker, counterparty or issuer.
(K) The Custodian shall not be responsible for the accuracy, content or translation of any notice, circular,
report, announcement or other material forwarded to the Client.
(L) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred
to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.
(M) The Custodian agrees to cooperate with the Client to the extent reasonably possible to insure the
Custodian's actions and the holding of Property hereunder are consistent with Rule 17f-4 and Rule 17f-5 under the
1940 Act and 17f-7 under the 1940 Act; provided however, in performing its obligations with respect to this
-
Section 14(M), and Section 6(A)(xii) of this Agreement, the Custodian may obtain information from sources the
Custodian believes to be reliable, but the Custodian does not warrant the completeness or accuracy of any such
information. Notwithstanding that the Custodian is not obligated hereunder to make any determination regarding
whether Property held by the Custodian in any Eligible Securities Depository, as defined in Rule 17f-7 under the
1940 Act, will be subject to reasonable care pursuant to Rule 17f-5 under the 1940 Act, the Custodian will
provide an analysis of the custody risks associated with maintaining assets with such Eligible Securities
Depository and will monitor such risks on an ongoing basis and promptly notify the Client of any material change
in these risks. In performing its responsibilities hereunder, the Custodian shall exercise reasonable care,
prudence and diligence.
(N) The Custodian agrees that it will at all times be bound by the Instructions and entitlement orders from
the Client and shall not permit, honor or act upon any prior, equal or contemporaneous Claim to or instructions
or orders of any kind with respect to Property by or from any other Person, and shall keep all Property deposited
with the Custodian at all times free from all security interests, charges, claims, mortgages, pledges or other
liens, restrictions or encumbrances other than those arising in connection with settlement of transactions
pursuant to this Agreement and other charges and payments to Custodian as permitted by this Agreement.
15. LITIGATION; INDEMNITY
---------------------
(A) The Custodian or any of its agents, as the case may be, may (but without being under any duty or
obligation to) institute or defend legal proceedings, or take any other action arising out of or in connection
with the Property and the Client shall indemnify the Custodian or agent against any costs and expenses, including
without limitation any reasonable attorneys' fees and disbursements, arising from such proceedings or other
action and make available to the Custodian such security in respect of such costs and expenses as the Custodian
or agent in its absolute discretion deems necessary or appropriate.
(B) In the event the Custodian does not institute or defend legal proceedings, or take any other action
arising out of or in connection with the Property, the Custodian hereby agrees that the Client shall, to
the extent of any loss of the Client's interest in the Property and to the extent permitted by
applicable law and not prohibited by contract, be subrogated to all of the rights of recovery of the
Custodian therefor against any third party person or entity; PROVIDED THAT nothing herein shall be
------------------
interpreted as granting the Client any rights to bring any direct action under any insurance policy
issued in favor of the Custodian or as limiting the Custodian's right to bring any action against any
such third party for any damages suffered by the Custodian. Notwithstanding any other provision hereof,
in no event shall the Custodian be obliged to bring suit in its own name or be obliged to allow suit to
be brought in its name except to the extent necessary to be entitled to seek relief. Notwithstanding
anything herein to the contrary, in the event applicable law or contract prohibit subrogation, the
Custodian shall institute or defend litigation at the request and cost of the Client. Subject to the
terms of this Section 15(B) and to the extent permitted by law, the Custodian shall execute and deliver
any and all such instruments and documents which the Client may reasonably request and take such other
actions as reasonably necessary or appropriate to assist the Client in the exercise of such rights of
recovery and to enable the Client to recover against any and all such third party persons or entities.
The Client shall reimburse the Custodian for any reasonable out-of-pocket costs incurred in connection
with the actions contemplated by this Section 15(B).
(C) The Client agrees to indemnify the Custodian and to defend and hold the Custodian harmless
against all losses, liabilities, claims, expenses and Taxes, including any reasonable legal fees and
disbursements, (each referred to as a "LOSS") arising directly or indirectly:
(i) from the fact that the Property is registered in the name of or held by the Custodian or any
nominee or agent of the Custodian or any Clearance System;
(ii) without limiting the generality of Section 15(C)(i), from any act which the Custodian or any
nominee or agent performs or permits (including the provision of any overdraft or other
financial accommodation which arises on the books of the Custodian, whether on an advised or
unadvised basis) in relation to the Property pursuant to and in accordance with this Agreement
or any Instructions;
(iii) from the Custodian or any such nominee, agent or Clearance System carrying out any Instructions
pursuant to the terms of this Agreement, including, without limitation, Instructions
transmitted orally, by telephone, telex, facsimile transmission or any other means agreed by
the Client and the Custodian from time to time or otherwise;
(iv) from any reclaim or refund of Taxes effected by the Custodian or any agent for the Client; and
PROVIDED THAT the Custodian shall not be indemnified against or held harmless from any liability arising out of
-------------
the Custodian's negligence, fraud or willful default.
(D) The disclosure by the Client to the Custodian that the Client has entered into this Agreement as the
agent or representative of another person shall not prevent the Custodian from being entitled to treat the Client
as incurring all obligations as principal under this Agreement.
(E) The Custodian shall give notice of any Loss in respect of which the Client is obliged to provide
indemnification pursuant to this Agreement. Such notice shall describe the Loss in reasonable detail, and shall
indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be
suffered by Custodian.
16. SET-OFF
-------
In addition to any other remedies available to the Custodian under applicable law, the Custodian may,
for cash settlement purposes only, without prior notice to the Client, set off any payment obligation owed to it
by the Client against any payment obligation owed by it to the Client regardless of the place of payment or
currency of either obligation (and for such purposes may make any currency conversion necessary).
17. FEES AND EXPENSES
-----------------
Without prejudice to any of its liabilities and obligations under this Agreement, the Client agrees to
pay to the Custodian from time to time such fees and commissions for its services pursuant to this Agreement as
determined in accordance with the terms of the Fee Agreement, together with any applicable taxes or levies,
including, without limitation, all those items referred to in Section 8(ii) hereof. The Custodian is further
authorized to debit upon prior notice and consent of the Client (as well after as before the date of any
termination pursuant to Section 19 hereof) any account of the Client with the Custodian, including, without
limitation, the Custody Cash Account, for any amount owing to the Custodian from time to time under this
Agreement.
18. TAX STATUS/WITHHOLDING TAXES
----------------------------
(A) The Client will provide the Custodian with information as to its tax status as reasonably requested by
the Custodian from time to time.
(B) The Client may be required from time to time to file such proof of taxpayer status or residence, to
execute such certificates and to make such representations and warranties, or to provide any other information or
documents in respect of the Property, as the Custodian or any of its agents may deem necessary or proper to
fulfill the obligations of the Custodian or its agents under applicable law. The Client shall provide the
Custodian or its agents, as appropriate, in a timely manner, with copies, or originals if necessary and
appropriate, of any such proofs of residence, taxpayer status or identity, beneficial ownership of Property and
any other information or documents which the Custodian or its agents may reasonably request.
(C) If any Taxes shall become payable with respect to any payment due to the Client, such Taxes may be
withheld from such payment in accordance with applicable law. The Custodian and any agents may withhold any
interest, any dividends or other distributions or securities receivable in respect of Securities, proceeds from
the sale or distribution of Securities ("Payments"), or with prior notice to and consent of Client may sell for
the account of the Client any part thereof or all of the Securities, and may apply such Payment and/or cash from
the Custody Cash Account in satisfaction of such Taxes, the Client remaining liable for any deficiency. If any
Taxes shall become payable with respect to any payment made to the Client by the Custodian or its agents in a
prior year, the Custodian or its agents may withhold Payments in satisfaction of such prior year's Taxes.
(D) In the event the Client requests that the Custodian provide tax relief services and the Custodian agrees
to provide such services, the Custodian or any of its agents, shall apply for appropriate tax relief (either by
way of reduced tax rates at the time of an income payment or retrospective tax reclaims in certain markets as
agreed from time to time); PROVIDED THAT the Client provides to the Custodian such documentation and information
-------------
as is necessary to secure such tax relief. Custodian shall advise Client of the necessary documentation. In no
event shall the Custodian or any of its agents be responsible for the difference between the statutory rate of
withholding and the treaty rate of withholding if the Custodian or any of its agents are unable to secure tax
relief.
19. TERMINATION
-----------
(A) Either of the parties hereto may terminate this Agreement by giving not less than 60 days' prior written
notice to the other party; PROVIDED THAT within 60 days of such notice, the Client shall provide the Custodian
--------------
with Instructions specifying the person to whom the Custodian shall deliver the Property in the Custody Account
and Custody Cash Accounts; PROVIDED FURTHER THAT if the Custodian has effected any transaction on behalf of the
----------------------
Client the settlement of which is likely to extend beyond the expiration of such notice, then the Custodian shall
be entitled in its absolute discretion to close out or complete such transaction and to retain sufficient funds
from the Property for that purpose. If within 60 days following termination, the Client fails to give the
Custodian Instructions specifying the person to whom the Custodian shall deliver the Property in the Custody
Account and Custody Cash Account, the Custodian shall deliver the Property to the Client at its address set out
above.
(B) The rights and obligations contained in Sections 15, 16, 17 and 18 of this Agreement shall survive the
termination of this Agreement.
20. ASSIGNMENT
----------
This Agreement shall bind and enure for the benefit of the parties hereto and their respective
successors and permitted assigns, and the Client shall not assign, transfer or charge all or any rights or
benefits hereunder without the written consent of the Custodian. The Custodian may not assign, transfer or
charge all or any of its rights or benefits hereunder without the written consent of the Client; PROVIDED HOWEVER
----------------
that this Agreement may be assigned by the Custodian to another member of the Citicorp Organization with equal or
greater shareholders equity with prior written notice to the Client, and such assignee shall, without the
execution or filing of any consents or other documents, succeed to and be substituted for the Custodian with like
effect as though such assignee had been originally named as the Custodian hereunder. Any purported assignment,
transfer or charge made in contravention of this Section shall be null and void and of no effect whatsoever.
21. INTENTIONALLY DELETED.
----------------------
22. DISCLOSURE
----------
(A) The Client agrees and understands that the Custodian or its agents may disclose information regarding
the Custody Account and/or the Custody Cash Account if required to do so (i) to establish under the laws of any
relevant jurisdiction the nominee (or similar) status of the Custodian or its agents with respect to Property in
the Custody Account and/or Custody Cash Account for the purpose of performing or discharging its duties and
obligations under this Agreement, (ii) to enable auditors to perform auditing services, (iii) to make the
required tax certifications in the relevant jurisdictions, (iv) by any applicable law, statute or regulation or
court order or similar process in any relevant jurisdiction, (v) by order of an authority having power to require
disclosure by the Custodian or its agents within the jurisdiction of such authority, whether of a governmental
nature or otherwise, or (vi) where required by the operating rules of any relevant Clearance System.
(B) The Client hereby authorizes (i) the collection, storage and processing of any information relating to
the Client by the Custodian and the Branches, subsidiaries, affiliates and agents of, or Clearance Systems used
by, Citibank, N.A.; and (ii) the transfer of any information relating to the Client to and between the Branches,
subsidiaries, affiliates and agents of, or Clearance Systems used by, Citibank, N.A. and third parties selected
by any of them, wherever situated, for confidential use in connection with the provision of services to the
Client, and further acknowledges that any such Branch, subsidiary, affiliate, agent, third party or Clearance
System shall be entitled to transfer any such information as required by any law, court, legal process or as
requested by any authority in accordance with which it is required to act, as it shall reasonably determine.
Custodian shall advise Client prior to any such disclosure.
(C) The Client agrees that the terms of this Agreement shall be kept strictly confidential and no printed
materials or other matter in any language (including without limitation, prospectuses, statements of additional
information, notices to shareholders, annual reports and promotional materials) which mention Citicorp, Citibank,
N.A. or the Custodian's name, or the rights, powers or duties of the Custodian, shall be issued by the Client or
on the Client's behalf unless Citibank, N.A. and/or the Custodian (as applicable) shall first have given its
specific written consent thereto; PROVIDED THAT no prior consent shall be required if the only reference to the
-------------
Custodian's name is in identifying the Custodian as one of the Client's custodians and/ or describing Custodian's
responsibilities for Client per the terms of this Agreement.
23. NOTICES
-------
All notices and communications to be given by one party to the other under this Agreement shall be in
writing in the English language and (except for notices, reports and information from the Custodian, and
Instructions given by electronic means) shall be made either by telex or facsimile, other electronic means agreed
to by the parties or by letter addressed to the party concerned at the addresses set out above (or at such other
addresses as may be notified in writing by either party to the other from time to time). Any such notice or
communication hereunder shall be effective upon actual receipt.
24. GOVERNING LAW AND JURISDICTION
------------------------------
(A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws
of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice
to the right of the Custodian to take any proceedings in relation hereto before any other court of competent
jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit,
action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement
and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts.
(B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or
proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have
been brought in an inconvenient forum and further waives the right to object that such court does not have
jurisdiction over such party.
(C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself
and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of
sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction,
order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or
after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might
otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent
permitted by applicable law, that it will not claim such immunity in any such actions or proceedings.
(D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the
Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody
Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including
acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government
acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is
subject and (ii) as exist in the country in which the Property is held.
25. MISCELLANEOUS
-------------
(A) This Agreement shall not be amended except by a written agreement and any purported amendment made in
contravention of this Section shall be null and void and of no effect whatsoever.
(B) This Agreement and the Amended and Restated Foreign Custody Manager Agreement shall constitute the
entire agreement between the Client and the Custodian and, unless otherwise expressly agreed in writing, shall
supersede, amend, restate and replace all prior agreements relating to global custodial services, written or
oral, between the parties hereto; provided, however, that the Pooled Repurchase Custody Agreement dated September
27, 1993 as amended by the First Amendment thereto dated June, 1994 between the Custodian and certain Xxxxxxxxxxx
and Centennial Funds including the Client shall remain in full force and effect, and in the event of any
inconsistencies between the provisions of this Agreement and the Pooled Repurchase Custody Agreement, the latter
agreement shall control.
(C) The parties hereto agree that (i) the rights, powers, privileges and remedies stated in this Agreement
are cumulative and not exclusive of any rights, powers, privileges and remedies provided by law, unless
specifically waived, and (ii) any failure or delay in exercising any right power, privilege or remedy will not be
deemed to constitute a waiver thereof and a single or partial exercise of any right, power, privilege or remedy
will not preclude any subsequent or further exercise of that or any other right, power, privilege or remedy.
(D) In the event that any provision of this Agreement, or the application thereof to any person or
circumstances, shall be determined by a court of proper jurisdiction to be invalid or unenforceable to any
extent, the remaining provisions of this Agreement, and the application of such provisions to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall be unaffected thereby and
such provisions shall be valid and enforced to the fullest extent permitted by law in such jurisdiction.
(E) Titles to Sections of this Agreement are included for convenience of reference only and shall be
disregarded in construing the language contained in this Agreement.
(F) This Agreement may be executed in several counterparts, each of which shall be an original, but all of
which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized.
CITIBANK, N.A., New York Office OPPENHEIMERFUNDS, INC.
By: ________________________________By:
---------------------------------
Xxxxxx Xxxxxxxx Xxxxxxxxx X. Xxxx, Vice President
Name: Xxxxxx Fauquier_________ on behalf of each investment company identified on Appendix A
---------------
Title: Vice President attached hereto individually and severally, and not jointly and
-----------------------------
severally
APPENDIX A
-
ACCOUNT # ACCOUNT NAME
------------
FUND
----
150 099920 Centennial Money Market Trust
160 099862 Centennial Tax Exempt Trust
170 099975 Centennial Government Trust
180 845873 Centennial California Tax Exempt Trust
200 345246 Xxxxxxxxxxx Money Market Fund
220 847143 Xxxxxxxxxxx U.S. Government Trust
310 347080 Xxxxxxxxxxx Municipal Bond Fund
360 847141 Xxxxxxxxxxx New York Municipal Fund
395 847331 Xxxxxxxxxxx New Jersey Municipal Fund
416 849286 Xxxxxxxxxxx Core Plus Fund
740 845861 Xxxxxxxxxxx Pennsylvania Municipal Fund
755 849103 Xxxxxxxxxxx Capital Preservation Fund
760 845764 Xxxxxxxxxxx Cash Reserves
780 845766 Centennial New York Tax Exempt Trust
790 845767 Xxxxxxxxxxx California Fund
795 847279 Xxxxxxxxxxx Florida Municipal Fund
855 846077 Xxxxxxxxxxx Limited Term Government Fund
860 846078 Xxxxxxxxxxx Intermediate Municipal Fund
870 846080 Centennial America Fund
351 849393 Xxxxxxxxxxx Legacy Program/Growth Pool
352 849394 Xxxxxxxxxxx Legacy Program/Income Pool
353 849396 Xxxxxxxxxxx Legacy Program/Money Pool
XXXXXXXXXXX ROCHESTER FUNDS
---------------------------
ACCOUNT # ACCOUNT NAME
------------
FUND
----
355 847622 Limited Term New York Municipal Fund
365 847621 Rochester Fund Municipals
XXXXXXXXXXX QUEST FUNDS
-----------------------
ACCOUNT # ACCOUNT NAME
------------
FUND
----
225 847940 Xxxxxxxxxxx Quest Value
236 847941 Xxxxxxxxxxx Quest Opportunity Value
251 847942 Xxxxxxxxxxx Quest Small Cap Value
254 847945 Xxxxxxxxxxx Quest Global Value
257 847943 Xxxxxxxxxxx Quest Balanced Value Fund
APPENDIX A
XXXXXXXXXXX TRUST COMPANY
-------------------------
ACCOUNT # ACCOUNT NAME
------------
FUND
----
152 849503 OTC Value Equity Fund
153 849504 OTC Municipal Employees Equity Fund
171 849505 OTC Multi-Employer Equity Fund
172 849506 OTC Mid Cap Value Equity Fund
173 849507 OTC Small Cap Value Equity Fund
174 848508 OTC International Value Equity Fund
184 849511 OTC Intermediate Maturity US Bond Fund
188 849513 OTC GEWT Equity Fund
189 849514 OTC GEWT Ltd. Maturity Fixed Income Fund
849515 OTC Queens County - ISP
849516 OTC Queens County - ESOP Dividend
849517 OTC Queens County - ESOP
849518 OTC Queens County - ISP Stock
849519 OTC Spurwink Schools - Equity Fund
849520 OTC Central Maine - Equity Fund
849521 OTC Central Maine - Fixed Income Fund
187 849522 OTC Growth Equity Fund
849523 BCM Employee Stock Ownership Plan
849509 OTC Total Return Fund
849510 OTC Moderate Duration
849512 OTC Quality Bond Fund
849525 OTC Money Market Fund
208 849388 OTC Growth Fund
247 849389 OTC International Growth Fund
248 849390 OTC Trinity Core Equity Fund
278 849391 OTC Mid Cap Fund
378 849392 OTC U.S. Government Trust Fund
