EXHIBIT 99.7(d)
AMENDMENT TO BOTH OF THE AGREEMENTS
SET FORTH ON EXHIBIT A ATTACHED HERETO
Each of the registered investment companies (each, a "Fund" or, collectively,
the "Funds") that is party to both or either of the agreements set forth on
Exhibit A hereto (each, an "Agreement" or, collectively, the "Agreements") and
State Street Bank and Trust Company ("State Street") hereby agree, effective as
of December 28, 2004, that each Agreement shall be amended to include the
following "Confidentiality Provision":
Confidentiality; Survival of Obligation. The parties hereto agree that
each shall treat confidentially the terms and conditions of the
Agreements and all information provided by each party to the other
pursuant to such Agreements regarding its business and operations,
including without limitation any information, direct or indirect,
relating to the Funds and/or the Funds' holdings, securities
transactions, securities valuations, net asset values, or securities
holdings. Except as set forth below, all confidential information
provided by a party hereto shall be used by the other party hereto
solely for the purpose of rendering services pursuant to the Agreements
and, except as may be required in carrying out the Agreements, shall
not be disclosed to any third party without the prior consent,
instruction or authorization of the party providing the information.
The foregoing shall not be applicable to any information: (a) relating
to the identity of any Fund and subsequent to the completion of any
loan transaction effected by that Fund the particular information
relating to that loan transaction that is (i) disclosed to borrowers in
connection with any loan made pursuant to the Securities Lending
Authorization Agreement listed on Exhibit A hereto (the "Securities
Loan Agreement") and (ii) necessary to permit the borrower to comply
with applicable legal and/or regulatory requirements or the borrower's
internal credit and capital requirements, (b) publicly available when
provided or thereafter becomes publicly available other than through a
breach of an Agreement, (c) that is independently derived by any party
hereto without the use of any information provided by the other party
hereto in connection with an Agreement, (d) that is disclosed in
connection with the exercise of any remedies under an Agreement or any
suit, action or proceeding relating to an Agreement, or (e) that is
requested or required in any legal or regulatory proceeding,
investigation, audit, examination, subpoena, civil investigative demand
or other similar process, or required by operation of law or
regulation. Subsequent to the completion of any loan transaction, the
Funds acknowledge and agree that borrowers may disclose the identity of
any Fund that engages in a securities loan transaction with a financial
intermediary and the particular information relating to that loan
transaction that is disclosed to borrowers in connection with the
particular loan made pursuant to the Securities Loan Agreement to
borrowers' auditors and legal counsel and to third parties, in each
case only to the extent necessary to permit the borrower to comply with
applicable legal and/or regulatory requirements. The provision of this
Confidentiality Provision and any other rights or obligations incurred
or accrued by any party hereto prior to termination of an Agreement
shall survive any termination of such Agreement.
STATE STREET BANK AND EACH OF THE FUNDS THAT ARE PARTY TO
TRUST COMPANY THE AGREEMENTS LISTED ON EXHIBIT A
ATTACHED HERETO
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
---------------------------- -----------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Executive Vice President Title: Assistant Treasurer of Each of
the Funds
EXHIBIT A
LIST OF AGREEMENTS
1. Securities Lending Authorization Agreement, dated October 29, 1998, among
each of the entities identified on Schedule A attached thereto (including
the series or portfolios thereof, as applicable), as amended from time to
time, and State Street Bank and Trust Company.
2. Custodian Agreement, dated July 2, 2001, among each of the registered
investment companies (including the series or portfolios thereof, as
applicable) listed on Exhibit A thereto, as amended from time to time, and
State Street Bank and Trust Company, including all addenda and price source
authorizations delivered and/or attached thereto.
