Exhibit (g)(1)(v)
RESTATED SUPPLEMENT TO CUSTODY AGREEMENT
THIS RESTATED SUPPLEMENT to the Custody Agreement is made effective
the 1st day of July, 2001, by and between THE PRUDENTIAL SERIES FUND, INC. and
PRUDENTIAL'S GIBRALTAR FUND (collectively the "Fund") and STATE STREET BANK and
TRUST COMPANY ("State Street" or "Custodian"). Capitalized terms used in this
Supplement without definition have the respective meanings given to such terms
in the Custody Agreement referred to below.
WITNESSETH:
WHEREAS, the Fund and Investors Fiduciary Trust Company entered into a
Custody Agreement dated as of September 12, 1997, which was assigned from
Investors Fiduciary Trust Company to State Street effective January 1, 2000, as
amended by the Supplement to Custody Agreement dated August 19, 1998 (the
"Contract"); and
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets, and the Fund has made each such series subject to
the Agreement (each such series, together with all other series subsequently
established by the Fund and made subject to the Agreement in accordance with the
terms thereof, shall be referred to as a "Portfolio," and, collectively, the
"Portfolio"); and
WHEREAS, the Fund and State Street desire to supplement the Contract
to reflect revisions to Rule 17f-5 ("Rule 17f-5") promulgated under the
Investment Company Act of 1940, as amended (the "1940 Act").
NOW THEREFORE, for and in consideration of the foregoing and the
mutual promises contained herein, the parties hereto, intending to be legally
bound, mutually covenant and agree to supplement the Contract, pursuant to the
terms thereof, as follows:
1. SUPPLEMENT OF CONTRACT. A new Section of the Contract is hereby added,
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as of the effective date of this Restated Supplement, as set forth
below.
2. FOREIGN CUSTODY MANAGER.
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A. Definitions. Capitalized terms in this new Section have the
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following meanings:
"Country Risk" means all factors reasonably related to the systemic
risk of holding Foreign Assets in a particular country including, but
not limited to, such country's political environment, economic and
financial infrastructure (including any Eligible Securities Depository
operating in the country), prevailing or developing custody and
settlement practices, and laws and regulations applicable to the
safekeeping and recovery of Foreign Assets held in custody in that
country.
"Eligible Foreign Custodian" has the meaning set forth in section
(a)(1) of Rule 17f-5, including a majority-owned direct or indirect
subsidiary of a U.S. Bank (as defined in Rule
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17f-5), a bank holding company meeting the requirements of an Eligible
Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the U.S. Securities and Exchange Commission (the "SEC")), or
a foreign branch of a Bank (as defined in Section 2(a)(5) of the 0000
Xxx) meeting the requirements of a custodian under Section 17(f) of
the 1940 Act; the term does not include any Eligible Securities
Depository.
"Eligible Securities Depository" has the meaning set forth in section
(b)(1) of Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including
foreign currencies) for which the primary market is outside the United
States and such cash and cash equivalents as are reasonably necessary
to effect the Portfolios' transactions in such investments.
"Foreign Custody Manager" ("FCM") has the meaning set forth in section
(a)(3) of Rule 17f-5.
B. Delegation to the Custodian as Foreign Custody Manager. The Fund,
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pursuant to resolution adopted by its Board of Trustees or
Directors (the "Board"), hereby delegates to the Custodian,
subject to Section (b) of Rule 17f-5, the responsibilities set
forth in this Section with respect to Foreign Assets of the
Portfolios held outside the United States, and the Custodian
hereby accepts such delegation as FCM with respect to the
Portfolios.
C. Countries Covered. The FCM is responsible for performing the
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delegated responsibilities defined below only with respect to the
countries and custody arrangements for each such country listed
on Schedule A to this Restated Supplement, which list of
countries may be amended from time to time by the Fund with the
agreement of the FCM. The FCM will list on Schedule A the
Eligible Foreign Custodians selected by the FCM to maintain the
assets of the Portfolios, which list of Eligible Foreign
Custodians may be amended from time to time in the sole
discretion of the FCM. The FCM will provided amended versions of
Schedule A in accordance with Section G hereof.
Upon the receipt by the FCM of Proper Instructions to open an
account, or to place or maintain Foreign Assets in a country
listed on Schedule A, and the fulfillment by the Fund, on behalf
of the Portfolios, of the applicable account opening requirements
for such country, the FCM is deemed to have been delegated by the
Board, on behalf of the Portfolios, responsibility as FCM with
respect to that country and to have accepted such delegation.
Execution of this Amendment by the Fund shall be deemed to be a
Proper Instruction to open an account, or to place or maintain
Foreign Assets, in each country listed on Schedule A in which the
Custodian has previously placed or currently maintains Foreign
Assets pursuant to the terms of the Agreement. Following the
receipt of Instructions directing the FCM to close the account of
a Portfolio with the Eligible Foreign Custodian selected by the
FCM in a designated country, the delegation by the Board to the
Custodian as FCM for that country is deemed to have been
withdrawn and the Custodian will immediately cease to be the FCM
of the Portfolio with respect to that country.
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The FCM may withdraw its acceptance of delegated responsibilities with
respect to a designated country upon written notice to the Fund.
Thirty days (or such longer period as to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian
will have no further responsibility as FCM to the Fund with respect to
the country as to which the Custodian's acceptance of delegation is
withdrawn.
D. Scope of Delegated Responsibilities.
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1. Selection of Eligible Foreign Custodians. Subject to the
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provisions of this new Section, the FCM may place and maintain
the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the FCM in each country listed on Schedule A, as
amended from time to time. In performing its delegated
responsibilities as FCM to place or maintain Foreign Assets with
an Eligible Foreign Custodian, the FCM will determine that the
Foreign Assets will be subject to reasonable care, based on the
standards applicable to custodians in the country in which the
Foreign Assets will be held by that Eligible Foreign Custodian,
after considering all factors relevant to the safekeeping of such
assets, including, without limitation, those set forth in Rule
17f-5(c)(1).
2. Contracts With Eligible Foreign Custodians. The FCM will
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determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the
FCM will satisfy the requirements of Rule 17f-5(c)(2).
3. Monitoring. In each case in which the FCM maintains Foreign
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Assets with an Eligible Foreign Custodian selected by the FCM,
the FCM will establish a system to monitor (a) the
appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (b) performance of the contract
governing the custody arrangements established by the FCM with
the Eligible Foreign Custodian. In the event the FCM determines
that the custody arrangements with an Eligible Foreign Custodian
it has selected are no longer appropriate, the FCM will notify
the Board in accordance with Section G hereof.
E. Guidelines for the Exercise of Delegated Authority. For purposes of
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this new Section, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and
maintaining the Foreign Assets in each country for which the Custodian
is serving as FCM of the Portfolios.
F. Standard of Care as FCM of a Portfolio. In performing the
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responsibilities delegated to it, the FCM agrees to exercise
reasonable care, prudence and diligence such as a person having
responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.
3
G. Reporting Requirements. The FCM will report the withdrawal of the
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Foreign Assets from an Eligible Foreign Custodian and the placement of
such Foreign Assets with another Eligible Foreign Custodian by
providing to the Board an amended Schedule A at the end of the
calendar quarter in which an amendment to such Schedule has occurred.
The FCM will make written reports notifying the Board of any other
material change in the foreign custody arrangements of the Portfolios
described in this new Section after the occurrence of the material
change.
H. Representations with Respect to Rule 17f-5. The FCM represents to the
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Fund that it is a U.S. Bank as defined in section (a)(7) of Rule
17f-5. The Fund represents to the Custodian that the Board has
determined that it is reasonable for the Board to rely on the
Custodian to perform the responsibilities delegated pursuant to this
Contract to the Custodian as' the FCM of the Portfolios.
I. Effective Date and Termination of IFTC as FCM. The Board's delegation
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to the Custodian as FCM of the Portfolios will be effective as hereof
and will remain in effect until terminated at any time, without
penalty, by written notice from the terminating party to the
non-terminating party. Termination will become effective thirty days
after receipt by the non-terminating party of such notice. The
provisions of Section C hereof govern the delegation to and
termination of the Custodian as FCM of the Portfolios with respect to
designated countries.
J. Eligible Securities Depositories.
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Analysis and Monitoring. The Custodian shall (a) provide the Fund (or
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its duly-authorized investment manager or investment adviser) with an
analysis of the custody risks associated with maintaining assets with
the Eligible Securities Depositories set forth on Schedule B hereto in
accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor
such risks on a continuing basis, and promptly notify the Fund (or its
duly-authorized investment manager or investment adviser) of any
material change in such risks, in accordance with section (a)(1)(i)(B)
of Rule 17f-7.
Standard of Care. The Custodian agrees to exercise reasonable care,
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prudence and diligence in performing the duties set forth in Section
4.3.1.
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD
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OUTSIDE THE UNITED STATES.
-------------------------
K. Definitions.
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Capitalized terms in this Section K shall have the following meanings:
"Foreign Securities System" means an Eligible Securities Depository
listed on Schedule B hereto.
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"Foreign Sub-Custodian" means a foreign banking institution serving as
an Eligible Foreign Custodian.
L. Holding Securities.
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The Custodian shall identify on its books as belonging to the
Portfolios the foreign securities held by each Foreign Sub-Custodian
or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with
any Foreign Sub-Custodian in an account that is identified as
belonging to the Custodian for the benefit of its customers, provided
however, that (i) the records of the Custodian with respect to foreign
securities of the Portfolios which are maintained in such account
shall identify those securities as belonging to the Portfolios and
(ii), to the extent permitted and customary in the market in which the
account is maintained, the Custodian shall require that securities so
held by the Foreign Sub-Custodian be held separately from any assets
of such Foreign Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
M. Foreign Securities Systems.
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Foreign securities shall be maintained in a Foreign Securities System
in a designated country through arrangements implemented by the
Custodian or a Foreign Sub-Custodian, as applicable, in such country.
N. Transactions in Foreign Custody Account.
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Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian
shall release and deliver foreign securities of the Portfolios held by
the Custodian or such Foreign Sub-Custodian, or in a Foreign
Securities System account, only upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against expectation
of receiving later payment; or (B) in the case of a sale
effected through a Foreign Securities System, in accordance
with the rules governing the operation of the Foreign
Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign securities
are called, redeemed, retired or otherwise become payable;
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(v) to the issuer thereof, or its agent, for transfer into the name
of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such
Foreign Sub-Custodian) or for exchange for a different number
of bonds, certificates or other evidence representing the same
aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from
the Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign securities,
the surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts or
temporary securities for definitive securities;
(ix) for delivery as security in connection with any borrowing by
the Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered
and naming the person or persons to whom delivery of such
securities shall be made.
O. Payment of Portfolio Monies. Upon receipt of Proper Instructions,
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which may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out,
monies of a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor
(or an agent for such seller or dealer) against expectation of
receiving later delivery of such foreign securities; or (B) in
the case of a purchase effected through a Foreign Securities
System, in accordance with the rules governing the operation of
such Foreign Securities System;
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(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees
under this Agreement, legal fees, accounting fees, and other
operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Portfolio, including transactions
executed with or through the Custodian or its Foreign
Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in respect
of securities sold short;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and naming
the person or persons to whom such payment is to be made.
P. Market Conditions. Notwithstanding any provision of this Agreement to
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the contrary, settlement and payment for Foreign Assets received for
the account of the Portfolios and delivery of Foreign Assets
maintained for the account of the Portfolios may be effected in
accordance with the customary established securities trading or
processing practices and procedures in the country or market in which
the transaction occurs, including, without limitation, delivering
Foreign Assets to the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) with the expectation of receiving
later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect
to custody and settlement practices in countries in which the
Custodian employs a Foreign Sub-Custodian, including without
limitation information relating to Foreign Securities Systems,
described on Schedule C hereto at the time or times set forth on such
Schedule. The Custodian may revise Schedule C from time to time,
provided that no such revision shall result in the Board being
provided with substantively less information than had been previously
provided hereunder.
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Q. Registration of Foreign Securities. The foreign securities maintained
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in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the applicable
Portfolio or in the name of the Custodian or in the name of any
Foreign Sub-Custodian or in the name of any nominee of the foregoing,
and the Fund on behalf of such Portfolio agrees to hold any such
nominee harmless from any liability as a holder of record of such
foreign securities. The Custodian or a Foreign Sub-Custodian shall not
be obligated to accept securities on behalf of a Portfolio under the
terms of this Agreement unless the form of such securities and the
manner in which they are delivered are in accordance with reasonable
market practice.
R. Bank Accounts. The Custodian shall identify on its books as belonging
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to the Fund cash (including cash denominated int foreign currencies)
deposited with the Custodian. Where the Custodian is unable to
maintain, or market practice does not facilitate the maintenance of,
cash on the books of the Custodian, a bank account or bank accounts
shall be opened and maintained outside the United States on behalf of
a Portfolio with a Foreign Sub-Custodian. All accounts referred to in
this Section shall be subject only to draft or order by the Custodian
(or, if applicable, such Foreign Sub-Custodian) acting pursuant to the
terms of this Agreement to hold cash received by or from or for the
account of the Portfolio. Cash maintained on the books of the
Custodian (including its branches, subsidiaries and affiliates),
regardless of currency denomination, is maintained in bank accounts
established under, and subject to the laws of, The Commonwealth of
Massachusetts.
S. Collection of Income. The Custodian shall use reasonable commercial
--------------------
efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be
entitled and shall credit such income, as collected, to the applicable
Portfolio In the event that extraordinary measures are required to
collect such income, the Fund and the Custodian shall consult as to
such measures and as to the compensation and expenses of the Custodian
relating to such measures.
T. Shareholder Rights. With respect to the foreign securities held
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pursuant to this Section 5, the Custodian will use reasonable
commercial efforts to facilitate the exercise of voting and other
shareholder rights, subject always to the laws, regulations and
practical constraints that may exist in the country where such
securities are issued. The Fund acknowledges that local conditions,
including lack of regulation, onerous procedural obligations, lack of
notice and other factors may have the effect of severely limiting the
ability of the Fund to exercise shareholder rights.
U. Communications Relating to Foreign Securities. The Custodian shall
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transmit promptly to the Fund written information with respect to
materials received by the Custodian via the Foreign Sub-Custodians
from issuers of the foreign securities being held for the account of
the Portfolios (including, without limitation, pendency of calls and
maturities of foreign securities and expirations of rights in
connection therewith). With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Fund written information with
respect to materials so received by the Custodian
8
from issuers of the foreign securities whose tender or exchange is
sought or from the party (or its agents) making the tender or exchange
offer. The Custodian shall not be liable for any untimely exercise of
any tender, exchange or other right or power in connection with
foreign securities or other property of the Portfolios at any time
held by it unless (i) the Custodian or the respective Foreign
Sub-Custodian is in actual possession of such foreign securities or
property and (ii) the Custodian receives Proper Instructions with
regard to the exercise of any such right or power, and both (i) and
(ii) occur at least three business days prior to the date on which the
Custodian is to take action to exercise such right or power.
V. Liability of Foreign Sub-Custodians. Each agreement pursuant to which
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the Custodian employs a Foreign Sub-Custodian shall, to the extent
possible, require the Foreign Sub-Custodian to exercise reasonable
care in the performance of its duties, and to indemnify, and hold
harmless, the Custodian from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
Foreign Sub-Custodian's performance of such obligations. At the Fund's
election, the Portfolios shall be entitled to be subrogated to the
rights of the Custodian with respect to any claims against a Foreign
Sub-Custodian as a consequence of any such loss, damage, cost,
expense, liability or claim if and to the extent that the Portfolios
have not been made whole for any such loss, damage, cost, expense,
liability or claim.
W. Tax Law. The Custodian shall have no responsibility or liability for
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any obligations now or hereafter imposed on the Fund, the Portfolios
or the Custodian as custodian of the Portfolios by the tax law of the
United States or of any state or political subdivision thereof. It
shall be the responsibility of the Fund to notify the Custodian of the
obligations imposed on the Fund with respect to the Portfolios or the
Custodian as custodian of the Portfolios by the tax law of countries
other than those mentioned in the above sentence, including
responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The
sole responsibility of the Custodian with regard to such tax law shall
be to use reasonable efforts to assist the Fund with respect to any
claim for exemption or refund under the tax law of countries for which
the Fund has provided such information.
X. Liability of Custodian. Except as may arise from the Custodian's own
----------------------
negligence or willful misconduct or the negligence or willful
misconduct of a Sub-Custodian, the Custodian shall be without
liability to the Fund for any loss, liability, claim or expense
resulting from or caused by anything which is part of Country Risk.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to
sub-custodians generally in the Agreement and, regardless of whether
assets are maintained in the custody of a Foreign Sub-Custodian or a
Foreign Securities System, the Custodian shall not be liable for any
loss, damage, cost, expense, liability or claim resulting from
nationalization, expropriation, currency restrictions, or acts of war
or terrorism, or any other loss where the Sub-Custodian has otherwise
acted with reasonable care.
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3. Except as specifically superseded or modified herein, the terms and
provisions of the Agreement shall continue to apply with full force
and effect. In the event of any conflict between the terms of the
Contract prior to this Restated Supplement, the terms of this Restated
Supplement shall prevail.
IN WITNESS WHEREOF, each of the parties has caused this Restated
Supplement to be executed in its name and behalf by its duly authorized
representative as of the date first above written.
STATE STREET BANK AND
TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: SeniorVicePresident
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THE PRUDENTIAL SERIES FUND, INC.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
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Title: VicePresident
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PRUDENTIAL'S GIBRALTAR FUND
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
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Title: VicePresident
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10
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain The British Bank of the Middle East (as delegate of the --
Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. --
People"s The Hongkong and Shanghai Banking Corporation --
Republic of Limited Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --
Croatia Privredana banka Zagreb d.d --
Cyprus Barclays Bank Plc. Cyprus Offshore Banking Unit --
Czech Ceskoslovenska Obchodni Banka A.S. --
Republic
Denmark Den Danske Bank --
11
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Xxxxxx Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece,
System for Monitoring Transactions
in Securities in Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Ltd. --
India Deutsche Bank AG; The Hongkong and Shanghai --
Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques en Cote d"Ivoire --
Jamaica Scotiabank Trust and Merchant Bank, Ltd. --
Japan The Daiwa Bank, Limited; The Fuji Bank Limited Japan Securities Depository
Jordan The British Bank of the Middle East (as delegate of the --
12
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Hongkong and Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of The Hongkong and Shanghai Banking --
Korea Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East --
(as delegate of the Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank Malaysia Berhad --
Mauritius The Hongkong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse --
Oman The British Bank of the Middle East(as delegate of the --
Hongkong and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
Poland Citibank Poland S.A. --
Bank Polska Kasa Opieki S.A.
13
SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, AO, Moscow --
(as delegate of Credit Suisse First Boston, Zurich)
Singapore The Development Bank of Singapore Ltd. --
Slovak Ceskoslovenska Obchodna Banka A.S. --
Republic
Slovenia Banka Creditanstalt d.d. --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited --
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AS --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A.; Ottoman Bank --
Ukraine ING Bank, Ukraine --
United State Street Bank and Trust Company, --
Kingdom London Branch
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SCHEDULE A
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
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SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited;
-Reserve Bank Information and Transfer System
Austria -Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium -Caisse Interprofessionnelle de Depots et de Virements
de Titres S.A.;
-Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidac, ao e
-Custodia (CBLC)
-Bolsa de Valores de Rio de Janeiro
- All SSB clients presently use CBLC-Central de
Custodia e de Liquidacao Financeira de Titulos-Banco
Central do Brasil, Sistema Especial de Liquidacao e
Custodia
Bulgaria -Central Depository AD
-Bulgarian National Bank
Canada -The Canadian Depository for Securities Limited
People"s Republic -Shanghai Securities Central Clearing and Registration
of China Corporation;
-Shenzhen Securities Central Clearing Co., Ltd.
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic --Stredisko cennych papiru(Degree);
-Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central
Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation des
Valeurs Mobilieres (SICOVAM)
Germany -The Deutscher Borse Clearing AG
16
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Greece -The Central Securities Depository (Apothetirion Titlon AE)
Hong Kong -The Central Clearing and Settlement System;
-Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest)
Ltd.(KELER) [Mandatory for Gov"t Bonds only; SSB does
not use for other securities]
India -The National Securities Depository Limited
Indonesia -Bank of Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Japan -Bank of Japan Net System
Jamaica -The Jamaican Central Securities Depository
Kenya -Central Bank of Kenya
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (MIDCLEAR) X.X.X.; - The
Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading and
Safekeeping Systems
Mauritius -The Central Depository & Settlement Co. Ltd.
Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el Deposito de
Valores);
17
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Morocco -Maroclear (Pending publication of enabling legislation in
the Moroccan government Gazette)
The Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. ("NECIGEF")
-De Nederlandsche Bank N.V.
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of Securities)
Oman -Muscat Securities Market
Pakistan -Central Depository company of Pakistan Limited
Peru -Caja de Valores y Liquidaciones S.A. (CAVALI)
Philippines -The Philippines Central Depository Inc.
-The Registry of Scripless Securities (XXXX) of the Bureau
of the Treasury
Poland -The National Depository of Securities (Krajowy Depozyt
Papierow Wartos' ciowych);
-Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and Depository Co.;
-Bucharest Stock Exchange Registry Division;
Singapore -The Central Depository (Pte)Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna Xxxxxx x.x.
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
Sri Lanka -Central Depository System (Pvt) Limited
18
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Sweden -Vardepapperscentralen AB (the Swedish Central Securities
Depository)
Switzerland -Schweizerische Effekten - Giro AG;
-INTERSETTLE
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de Compensation et de
Depot de Valeurs Mobilieres
-Central Bank of Tunisia;
-Tunisian Treasury
Turkey -Takas ve Saklama Bankasi A.S. (TAKASBANK)
-Central Bank of Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office; The Central
Moneymarkets Office
Uruguay -Central Bank of Uruguay
Venezuela -Central Bank of Venezuela
Zambia -Lusaka Central Depository Limited
-Bank of Zambia
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