CUSTODIAN CONTRACT
This Contract dated as of March 7, 2008, between each fund or series of a
fund listed on Appendix A, severally and not jointly, which evidences its
agreement to be bound hereby by executing a copy of this Contract (each such
Fund is individually hereinafter referred to as the "Fund"), and State Street
Bank and Trust Company, a Massachusetts trust company, having its principal
place of business at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000
(hereinafter called the "Custodian"), to be effective as of the dates on
Appendix A,
WITNESSETH THAT, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
Each Fund hereby employs the Custodian as the custodian of the assets of
the Fund, including securities which the Fund desires to be held in places
within the United States ("domestic securities") and securities it desires to be
held outside the United States ("foreign securities") pursuant to the provisions
of the Fund's governing documents. Each Fund agrees to deliver to the Custodian
all securities and cash of the Fund, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Fund from time to time, and the cash consideration received by it
for such new or treasury shares of capital stock or beneficial interest, as
applicable, of the Fund representing interests in the Fund ("Shares") as may be
issued or sold from time to time. The Custodian shall not be responsible for any
property of a Fund held or received by the Fund and not delivered to the
Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article 6 of
this Contract), the Custodian shall on behalf of the applicable Fund from time
to time employ one or more sub-custodians, located in the United States but only
in accordance with an applicable vote by the Board of Trustees/Directors of the
applicable Fund (the "Board") and provided that the Custodian shall have no more
or less responsibility or liability to the Fund on account of any actions or
omissions of any sub-custodian so employed than any such sub-custodian has to
the Custodian and provided, further, that the foregoing shall not affect the
responsibility of the Custodian as set forth in Section 14 hereof. The Custodian
may employ as sub-custodian for the Fund's foreign securities the foreign
banking institutions and foreign securities depositories designated in Schedules
A and B hereto but only in accordance with the provisions of Articles 3 and 4.
2. Duties of the Custodian with Respect to Property of the Fund Held By the
Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and physically segregate for
the account of each Fund all non-cash property, to be held by it in the
United States including all domestic securities owned by such Fund, other
than securities which are maintained pursuant to Section 2.10 in a clearing
agency which acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the Treasury and certain
federal agencies (collectively referred to herein as a "U.S. Securities
System").
2.2 Delivery of Securities. The Custodian shall release and deliver domestic
securities owned by a Fund held by the Custodian or in a U.S. Securities
System account of the Custodian only upon receipt of Proper Instructions
from the Fund, which may be continuing instructions when deemed appropriate
by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the Fund in accordance
with customary or established market practices and procedures,
including, without limitation, delivery to the purchaser thereof or to
a dealer therefor (or an agent of such purchaser or dealer) against
payment;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Fund;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the
Fund or into the name of any nominee or nominees of the Custodian or
into the name or nominee name of any agent appointed pursuant to
Section 2.9 or into the name or nominee name of any sub-custodian
appointed pursuant to Article 1; or for exchange for a different
number of bonds, certificates or other evidence representing the same
aggregate face amount or number of units; provided that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the Fund, to the
broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such
case, the 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 Custodian's
own negligence or willful misconduct;
8) 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
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pursuant to any deposit agreement; provided that, in any such case,
the new securities and cash, if any, are to be delivered to the
Custodian;
9) In the case of warrants, rights or similar 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; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund, which may be in the
form of cash or obligations issued by the United States government,
its agencies or instrumentalities, except that in connection with any
loans for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the U.S. Department of
the Treasury, the Custodian will not be held liable or responsible for
the delivery of securities owned by the Fund prior to the receipt of
such collateral;
11) For delivery as security in connection with any borrowings by the Fund
requiring a pledge of assets by the Fund, but only against receipt of
amounts borrowed;
12) For delivery in accordance with the provisions of any agreement among
the Fund, the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and a member of
the Financial Industry Regulatory Authority ("FINRA"), relating to
compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other arrangements
in connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any agreement among
the Fund, the Custodian, and a Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract
Market, or any similar organization or organizations, regarding
account deposits in connection with transactions by the Fund;
14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the currently effective prospectus and
statement of additional information of the Fund ("Prospectus"), in
satisfaction of requests by holders of Shares for repurchase or
redemption;
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15) For delivery of initial or variation margin in connection with trading
in futures and options on futures contracts entered into by the Fund;
16) For any other purpose, but only upon receipt of Proper Instructions
from the Fund, specifying the securities of the Fund to be delivered
and naming the person or persons to whom delivery of such securities
shall be made; and;
17) Upon termination of the Contract.
2.3 Registration of Securities. Domestic securities held by the Custodian
(other than bearer securities) shall be registered on the books and records
of the Custodian in the name of the Fund or in the name of any nominee of
the Fund or of any nominee of the Custodian which nominee shall be assigned
exclusively to the Fund, unless the Fund has authorized in writing the
appointment of a nominee to be used in common with other registered
investment companies having the same investment adviser or investment
manager as the Fund, or in the name or nominee name of any agent appointed
pursuant to Section 2.9 or in the name or nominee name of any sub-custodian
appointed pursuant to Article 1. All securities accepted by the Custodian
on behalf of the Fund under the terms of this Contract shall be in "street
name" or other good delivery form. If, however, the Fund directs the
Custodian to maintain securities in "street name", the Custodian shall
utilize its best efforts to promptly (i) collect income due the Fund on
such securities and (ii) notify the Fund of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Fund, subject
only to draft or order by the Custodian acting pursuant to the terms of
this Contract, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of the
Fund, other than cash maintained by the Fund in a bank account established
and used in accordance with Rule 17f-3 under the Investment Company Act of
1940, as amended (the "1940 Act"). Funds held by the Custodian for a Fund
may be deposited by it to its credit as Custodian in the Banking Department
of the Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; provided, however, that every such
bank or trust company shall be qualified to act as a custodian under the
1940 Actand that each such bank or trust company and the funds to be
deposited with each such bank or trust company shall on behalf of each
applicable Fund be approved by vote of a majority of the Board of the Fund.
Such funds shall be deposited by the Custodian in its capacity as Custodian
and shall be withdrawable by the Custodian only in that capacity.
2.5 Availability of Federal Funds. Upon mutual agreement between the Fund and
the Custodian, the Custodian shall, upon the receipt of Proper Instructions
from the Fund, make federal funds available to such Fund as of specified
times agreed upon from time to time by the Fund and the Custodian in the
amount of checks received in payment for Shares of such Fund which are
deposited into the Fund's account.
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2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which the
Fund shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and
other payments with respect to bearer domestic securities if, on the date
of payment by the issuer, such securities are held by the Custodian or its
agent. Without limiting the generality of the foregoing, the Custodian
shall detach and present for payment all coupons and other income items
requiring presentation as and when they become due and shall collect
interest when due on securities held hereunder. The Custodian shall credit
income to the Fund as such income is received or in accordance with
Custodian's then current payable date income schedule. Any credit to the
Fund in advance of receipt may be reversed when the Custodian determines
that payment will not occur in due course and the Fund may be charged at
the Custodian's applicable rate for time credited. Income due each Fund on
securities loaned pursuant to the provisions of Section 2.2 (10) shall be
the responsibility of the Fund. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the Fund with
such information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income to which
the Fund is properly entitled.
2.7 Payment of Fund Monies. The Custodian shall pay out monies of the Fund as
provided in Section 24 and otherwise upon receipt of Proper Instructions
from the Fund, which may be continuing instructions when deemed appropriate
by the parties, in the following cases only:
1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Fund but only
(a) in accordance with customary or established market practices and
procedures, including, without limitation, against delivery of such
securities or evidence of title to such options, futures contracts or
options on futures contracts to the Custodian (or any bank, banking
firm or trust company doing business in the United States or abroad
which is qualified under the Investment Company Act of 1940, as
amended, to act as a custodian and has been designated by the
Custodian as its agent for this purpose) registered in the name of the
Fund or in the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer; (b) in the case of
a purchase effected through a U.S. Securities System, in accordance
with the conditions set forth in Section 2.10 hereof; (c) in the case
of repurchase agreements entered into between the Fund and the
Custodian, or another bank, or a broker-dealer which is a member of
FINRA, (i) against delivery of the securities either in certificate
form or through an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii) against delivery of
the receipt evidencing purchase by the Fund of securities owned by the
Custodian along with written evidence of the agreement by the
Custodian to repurchase such securities from the Fund or (d) for
transfer to a time deposit account of the Fund in any bank, whether
domestic or foreign; such transfer may be effected prior to receipt of
a confirmation
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confirmation from a broker and/or the applicable bank pursuant to
Proper Instructions from the Fund as defined in Article 6;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Fund as set
forth in Article 5 hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of
the Fund: interest, taxes, management, accounting, transfer agent and
legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;
5) For the payment of any dividends on Shares of the Fund declared
pursuant to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For the payment of initial or variation margin in connection with
trading in futures and options on futures contracts entered into by
the Fund;
8) For any other purpose, but only upon receipt of Proper Instructions
from the Fund, specifying the amount of such payment and naming the
person or persons to whom such payment is to be made; and
9) Upon termination of this Contract.
2.8 Liability for Payment in Advance of Receipt of Securities Purchased. Except
as specifically stated otherwise in this Contract, in any and every case
where payment for purchase of domestic securities for the account of a Fund
is made by the Custodian in advance of receipt of the securities purchased
in the absence of specific written instructions from the Fund to so pay in
advance, the Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had been received by the
Custodian.
2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act, to act as a
custodian, as its agent to carry out such of the provisions of this Article
2 as the Custodian may from time to time direct; provided, however, that
the appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
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2.10 Deposit of Fund Assets in U.S. Securities Systems. The Custodian may
deposit and/or maintain securities owned by a Fund in a U.S. Securities
System in compliance with the conditions of Rule 17f-4 under the 1940 Act,
from time to time.
2.11 [Reserved.]
2.12 Segregated Account. The Custodian shall upon receipt of Proper Instructions
from the Fund establish and maintain a segregated account or accounts for
and on behalf of each such Fund, into which account or accounts may be
transferred cash and/or securities, including securities maintained in an
account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance
with the provisions of any agreement among the Fund, the Custodian and a
broker-dealer registered under the Exchange Act and a member of FINRA (or
any futures commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or
of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund, (ii) for purposes
of segregating cash or government securities in connection with options
purchased, sold or written by the Fund or commodity futures contracts or
options thereon purchased or sold by the Fund, (iii) for the purposes of
compliance by the Fund with the procedures required by Investment Company
Act Release No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission (the "SEC") or interpretative opinion of
the staff of the SEC relating to the maintenance of segregated accounts by
registered investment companies and (iv) for any other purpose, upon
receipt of Proper Instructions from the Fund.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Fund held by it and in connection
with transfers of securities.
2.14 Proxies. The Custodian shall, with respect to the domestic securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Fund or a nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver to
the Fund such proxies, all proxy soliciting materials and all notices
relating to such securities.
2.15 Communications Relating to Fund Securities. Subject to the provisions of
Section 2.3, the Custodian shall transmit promptly to the Fund all written
information (including, without limitation, pendency of calls and
maturities of domestic securities and expirations of rights in connection
therewith and notices of exercise of call and put options written by the
Fund and the maturity of futures contracts purchased or sold by the Fund)
received by the
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Custodian from issuers of the securities being held for the Fund. With
respect to tender or exchange offers, the Custodian shall transmit promptly
to the Fund all written information received by the Custodian from issuers
of the securities whose tender or exchange is sought and from the party (or
its agents) making the tender or exchange offer. If the Fund desires to
take action with respect to any tender offer, exchange offer or any other
similar transaction, the Fund shall notify the Custodian at least three
business days prior to the date on which the Custodian is to take such
action.
3. Provisions Relating to Rules 17f-5 and 17f-7 of the 1940 Act
3.1. Definitions. Capitalized terms in this Contract shall have the 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 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 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 Funds' 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 Funds'
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
17f-5.
3.2. The Custodian as Foreign Custody Manager.
3.2.1 Delegation to the Custodian as Foreign Custody Manager. The Fund, by
resolution adopted by its Board, hereby delegates to the Custodian, subject to
Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2
with respect to Foreign Assets of the Funds held outside the United States, and
the Custodian hereby accepts such delegation as Foreign Custody Manager with
respect to the Funds.
3.2.2 Countries Covered. The Foreign Custody Manager shall be responsible
for performing the delegated responsibilities defined below only with respect to
the countries and custody arrangements for each such country listed on Schedule
A to this Contract, which list of countries may be amended from time to time by
the Fund with the agreement of the Foreign
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Custody Manager. The Foreign Custody Manager shall list on Schedule A the
Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain
the assets of the Funds, which list of Eligible Foreign Custodians may be
amended from time to time in the sole discretion of the Foreign Custody Manager.
The Foreign Custody Manager will provide amended versions of Schedule A in
accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager 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 of the applicable account opening
requirements for such country, the Foreign Custody Manager shall be deemed to
have been delegated by the Board on behalf of the Funds responsibility as
Foreign Custody Manager with respect to that country and to have accepted such
delegation. Execution of this Contract 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
Contract. Following the receipt of Proper Instructions directing the Foreign
Custody Manager to close the account of a Fund with the Eligible Foreign
Custodian selected by the Foreign Custody Manager in a designated country, the
delegation by the Board on behalf of the Funds to the Custodian as Foreign
Custody Manager for that country shall be deemed to have been withdrawn and the
Custodian shall immediately cease to be the Foreign Custody Manager of the Funds
with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon prior written notice
to the Fund. Sixty (60) days (or such longer period to which the parties agree
in writing) after receipt of any such notice by the Fund, the Custodian shall
have no further responsibility in its capacity as Foreign Custody Manager to the
Fund with respect to the country as to which the Custodian's acceptance of
delegation is withdrawn.
3.2.3 Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A, as
amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets in the care of an
Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the
Foreign Assets will be subject to reasonable care, based on the standards
applicable to custodians in the relevant market in which the Foreign Assets will
be maintained by that Eligible Foreign Custodian, after considering all factors
relevant to the safekeeping of such assets, including, without limitation the
factors specified in Rule 17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The Foreign Custody
Manager shall determine that the contract governing the foreign custody
arrangements with each
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Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy
the requirements of Rule 17f-5(c)(2).
(c) Monitoring. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system to
monitor (i) the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) performance of the contract governing the
custody arrangements established by the Foreign Custody Manager with the
Eligible Foreign Custodian. In the event the Foreign Custody Manager determines
that the custody arrangements with an Eligible Foreign Custodian it has selected
no longer meets the requirements of Rule 17f-5, the Foreign Custody Manager
shall notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4 Guidelines for the Exercise of Delegated Authority. For purposes of
this Section 3.2, subject to Section 3.2.6 hereunder, 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 Foreign Custody Manager of the Funds.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall report the
withdrawal of the 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 Foreign Custody Manager
shall make written reports notifying the Board of any other material change in
the foreign custody arrangements of the Funds described in this Section 3.2 with
reasonable promptness after the occurrence of the material change.
3.2.6 Standard of Care as Foreign Custody Manager of a Fund. In performing
the responsibilities delegated to it, the Foreign Custody Manager agrees to
exercise reasonable care, prudence and diligence such as a person having
responsibility for the safekeeping of the Fund's Foreign Assets would exercise.
3.2.7 Representations with Respect to Rule 17f-5. The Foreign Custody
Manager represents to the 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 Foreign Custody Manager of the Funds.
3.2.8 Effective Date and Termination of the Custodian as Foreign Custody
Manager. The Board's delegation to the Custodian as Foreign Custody Manager of
the Funds shall be effective as of the date hereof and shall 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 (30) days after receipt by the non-terminating party of such
notice. The provisions of Section 3.2.2 hereof shall govern the delegation to
and termination of the Custodian as Foreign Custody Manager of the Funds with
respect to designated countries.
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3.3 Eligible Securities Depositories.
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund (or
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.
3.3.2 Standard of Care. The Custodian agrees to exercise reasonable care,
prudence and diligence in performing the duties set forth in Section 3.3.1.
4. Duties of the Custodian with Respect to Property of the Funds Held Outside
the United States.
4.1 Definitions. Capitalized terms in this Article 4 shall have the following
meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4.2. Holding Securities. The Custodian shall identify on its books as belonging
to the Funds 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 Funds, 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 Funds which are maintained in such account shall
identify those securities as belonging to the Funds and (ii) except where it is
otherwise required by applicable law or market practice, the Custodian will
require each Sub-Custodian to identify in its own records that securities held
at such Sub-Custodian by the Custodian on behalf of the Funds belong to the
Sub-Custodian's customers, such that it is readily apparent that the securities
do not belong to the Sub-Custodian, and 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.
4.3. Foreign Securities Systems. 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.
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4.4. Transactions in Foreign Custody Account.
4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian
shall release and deliver foreign securities of the Funds 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 Fund 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 Funds;
(iv) to the issuer thereof or its agent when such foreign securities are
called, redeemed, retired or otherwise become payable;
(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;
12
(ix) for delivery as security in connection with any borrowing by the
Funds requiring a pledge of assets by the Funds;
(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.
4.4.2. Payment of Fund Monies. Upon receipt of Proper Instructions, 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 Fund in the
following cases only:
(i) upon the purchase of foreign securities for the Fund, unless
otherwise directed by Proper Instructions, in accordance with
customary or established market practices and procedures, including
without limitation, 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 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;
(ii) in connection with the conversion, exchange or surrender of foreign
securities of the Fund;
(iii) for the payment of any expense or liability of the Fund, including
but not limited to the following payments: interest, taxes,
investment advisory fees, transfer agency fees, fees under this
Contract, legal fees, accounting fees, and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Fund, 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;
13
(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.
4.4.3. Market Conditions. Notwithstanding any provision of this Contract to
the contrary, settlement and payment for Foreign Assets received for the account
of the Funds and delivery of Foreign Assets maintained for the account of the
Funds 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 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.
4.5. Registration of Foreign Securities. The foreign securities maintained in
the custody of a Foreign Sub-Custodian (other than bearer securities) shall be
registered in the name of the applicable Fund 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 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
Fund under the terms of this Contract unless the form of such securities and the
manner in which they are delivered are in accordance with reasonable market
practice.
4.6. Bank Accounts. The Custodian shall identify on its books as belonging to
the Fund cash (including cash denominated in 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 Fund 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
Contract to hold cash received by or from or for the account of the Fund. 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.
4.7. Collection of Income. The Custodian shall use reasonable commercial efforts
to collect on a timely basis all income and other payments with respect to the
Foreign Assets held hereunder to which the Funds shall be entitled. In the event
that extraordinary measures are
14
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. The Custodian shall credit income to the applicable Fund as
such income is received or in accordance with Custodian's then current payable
date income schedule. Any credit to the Fund in advance of receipt may be
reversed when the Custodian determines that payment will not occur in due course
and the Fund may be charged at the Custodian's applicable rate for time
credited. Income on securities loaned other than from the Custodian's securities
lending program shall be credited as received.
4.8. Shareholder Rights. With respect to the foreign securities held pursuant to
this Article 4, 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.
4.9. Communications Relating to Foreign Securities. The Custodian shall 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 Funds (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 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. Subject to the foregoing,
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 Funds 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.
4.10. Liability of Foreign Sub-Custodians. Each agreement pursuant to which the
Custodian employs a Foreign Sub-Custodian shall require the Foreign
Sub-Custodian to exercise reasonable care, based on the standards applicable to
custodians in the relevant market, 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 Funds 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 Funds have not been made whole for any such loss, damage, cost, expense,
liability or claim.
15
4.11. Tax Law. The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Fund, the Funds or the Custodian as
custodian of the Funds 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 or the Custodian as
custodian of the Fund 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.
4.12. Liability of Custodian. Except as may arise from the Custodian's own
negligence or willful misconduct or the negligence or willful misconduct of a
Foreign 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 Contract 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.
5. Payments for Sales or Repurchases or Redemptions of Shares of the Fund
The Custodian shall receive from the distributor for the Shares or from the
Transfer Agent of the Fund and deposit into the account of the appropriate Fund
such payments as are received for Shares of that Fund issued or sold from time
to time by the Fund. The Custodian will provide timely notification to the Fund
on behalf of each such Fund and the Transfer Agent of any receipt by it of
payments for Shares of such Fund.
From such funds as may be available for the purpose but subject to the
limitations of the applicable Fund's governing documents and any applicable
votes of the Board of the Fund pursuant thereto, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection with the redemption
or repurchase of Shares of a Fund, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on
the Custodian by a holder of Shares, which checks have been furnished by the
Fund to the holder of Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian.
16
6. Proper Instructions
"Proper Instructions", which may also be standing instructions, as used
throughout this Contract shall mean instructions received by the Custodian from
the Fund, the Fund's investment adviser or investment manager or subadviser, as
duly authorized by the Fund. Such instructions may be in writing signed by the
authorized person or persons or may be in a tested communication or in a
communication utilizing access codes effected between electro-mechanical or
electronic devices or may be by such other means and utilizing such intermediary
systems and utilities as may be agreed to from time to time by the Custodian and
the person or entity giving such instructions, provided that the Fund has
followed any security procedures agreed to from time to time by the Fund and the
Custodian, including, but not limited to, the security procedures selected by
the Fund in the Funds Transfer Addendum to this Contract. Oral instructions will
be considered Proper Instructions if the Custodian reasonably believes them to
have been given by a person authorized to give such instructions with respect to
the transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. For purposes of this Section, Proper Instructions shall
include instructions received by the Custodian pursuant to any multi-party
agreement, which requires a segregated asset account in accordance with Section
2.12 of this Contract. The Fund or the Fund's investment adviser or investment
manager shall cause its duly authorized officer to certify to the Custodian in
writing the names and specimen signatures of persons authorized to give Proper
Instructions. The Custodian shall be entitled to rely upon the identity and
authority of such persons until it receives notice from the Fund to the
contrary.
7. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the
Fund:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, provided that all such payments shall be accounted for to
the Fund;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Fund except as
otherwise directed by the Board of the Fund.
8. Evidence of Authority
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper reasonably believed
by it to be genuine and to have been
17
properly executed by or on behalf of the Fund. The Custodian may receive and
accept a certified copy of a resolution of the Board of the Fund as conclusive
evidence (a) of the authority of any person to act in accordance with such
resolution or (b) of any determination or of any action by the Board pursuant to
the governing documents of the Fund as described in such resolution, and such
resolution may be considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
9. Duties of Custodian with Respect to the Books of Account and Calculation of
Net Asset Value
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of the Fund to keep the books of
account of each Fund and/or compute the net asset value per share of the
outstanding shares of the Fund.
10. Records
The Custodian shall with respect to each Fund create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-I and 31a-2 thereunder.
All such records shall be the property of the Fund and shall at all times during
the regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and agents of
the SEC. The Custodian shall, at the Fund's request, supply the Fund with a
tabulation of securities owned by each Fund and held by the Custodian and shall,
when requested to do so by the Fund and for such compensation as shall be agreed
upon between the Fund and the Custodian, include certificate numbers in such
tabulations.
11. Opinion of Fund's Independent Registered Public Accounting Firm
The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable opinions from the Fund's
independent registered public accounting firm with respect to its activities
hereunder in connection with the preparation of the Fund's Form N-1A, and Form
N-SAR or other annual reports to the SEC and with respect to any other
requirements of the SEC.
12. Reports to Fund by Independent Registered Public Accounting Firm
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent registered public accounting
firms on the accounting system, internal accounting control and procedures for
safeguarding securities, futures contracts and options on futures contracts,
including securities deposited and/or maintained in a U.S. or Foreign Securities
System, relating to the services provided by the Custodian under this Contract;
such reports, shall be of sufficient scope and in sufficient detail, as may
reasonably be required by the Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and, if there are
no such inadequacies, the reports shall so state.
18
13. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Fund and
the Custodian.
14. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Fund for any action
taken or omitted by it in good faith without negligence. It shall be entitled to
rely on and may act upon written advice of counsel (who may be counsel for the
Fund) on all matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to the Fund for any loss, liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of the Custodian or any sub-custodian or U.S. or Foreign
Securities System or any agent or nominee of any of the foregoing, including,
without limitation, nationalization or expropriation, imposition of currency
controls or restrictions, the interruption, suspension or restriction of trading
on or the closure of any securities market, power or other mechanical or
technological failures or interruptions, computer viruses or communications
disruptions, acts of war or terrorism, riots, revolutions, work stoppages,
natural disasters or other similar events or acts; (ii) errors by the Fund or
the Investment Adviser in their instructions to the Custodian provided such
instructions have been in accordance with this Contract; (iii) the insolvency of
or acts or omissions by a U.S. or Foreign Securities System; (iv) any delay or
failure of any broker, agent or intermediary, central bank or other commercially
prevalent payment or clearing system to deliver to the Custodian's sub-custodian
or agent securities purchased or in the remittance or payment made in connection
with securities sold; (v) any delay or failure of any company, corporation, or
other body in charge of registering or transferring securities in the name of
the Custodian, the Fund, the Custodian's sub-custodians, nominees or agents or
any consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security or
U.S. or Foreign Securities System; and (vii) any provision of any present or
future law or regulation or order of the United States, or any state thereof, or
any other country, or political subdivision thereof or of any court of competent
jurisdiction.
19
The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
sub-custodians generally in this Contract.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
If the Fund requires the Custodian, its affiliates, subsidiaries or agents,
to advance cash or securities for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement) or in
the event that the Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable Fund shall be
security therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of such
Fund's assets to the extent necessary to obtain reimbursement.
In no event shall either party be liable to the other for indirect, special
or consequential damages.
15. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other party, such termination to take effect not sooner than thirty (30)
days after the date of such delivery or mailing; provided, however, that the
Fund shall not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the Fund's
governing documents, and further provided, that the Fund may at any time by
action of its Board (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract with respect to a Fund, the applicable
Fund shall pay to the Custodian such compensation as may be due as of the date
of such termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
16. Successor Custodian
If a successor custodian for a Fund shall be appointed by the Board of such
Fund, the Custodian shall, upon termination, deliver to such successor custodian
at the office of the
20
Custodian, duly endorsed and in the form for transfer, all securities, funds and
other properties of the Fund then held by it hereunder and shall transfer to an
account of the successor custodian all of the securities of each such Fund held
in a U.S or Foreign Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a resolution of the Board of
the Fund, deliver at the office of the Custodian and transfer such securities,
funds and other properties in accordance with such resolution.
In the event that no written order designating a successor custodian or
certified copy of a resolution of the Board shall have been delivered to the
Custodian on or before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank or trust company,
which is a "bank" as defined in the 1940 Act, doing business in New York, New
York, of its own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $25,000,000,
all securities, funds and other properties held by the Custodian on behalf of
each applicable Fund and all instruments held by the Custodian relative thereto
and all other property held by it under this Contract on behalf of each
applicable Fund and to transfer to an account of such successor custodian all of
the securities of each such Fund held in any U.S. or Foreign Securities System.
Thereafter, such bank or trust company shall be the successor of the Custodian
under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof with respect to
a Fund owing to failure of the Fund to procure the certified copy of the
resolution referred to or of the Board to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during such
period as the Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
17. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the governing documents of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Contract.
21
18. Additional Funds
In the event that any Xxxxxx Xxxxxxx fund registered under the 1940 Act in
addition to the Funds listed on Appendix A desires to have the Custodian render
services as custodian under the terms hereof, the Custodian shall be notified in
writing, and if the Custodian agrees in writing to provide such services, such
fund shall become a Fund hereunder, subject to the delivery by the new Fund of
resolutions authorizing the appointment of the Custodian and such other
supporting or related documentation as the Custodian may request. All references
herein to the "Fund" are to each of the Funds listed on Appendix A individually,
as if this Contract were between each such individual Fund and the Custodian.
With respect to any Fund which issues shares in separate classes or series, each
class or series of such Fund shall be treated as a separate Fund hereunder.
19. New York Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the State of New York, without regard to
conflicts of laws principals thereof.
20. Prior Contracts
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Funds and the Custodian relating to the custody of the
Funds' assets.
21. Reproduction of Documents
This Contract and all schedules, exhibits, addenda, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
22. Shareholder Communications
SEC Rule 14b-2 requires banks which hold securities for the account of
customers to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that issuer held by
the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the rule, the Custodian needs the Fund
to indicate whether the Fund authorizes the Custodian to provide the Fund's
name, address, and share position to requesting companies whose stock the Fund
owns. If the Fund tells the Custodian "no", the Custodian will not provide this
information to requesting companies. If the Fund tells the Custodian "yes" or do
not check either "yes" or "no" below, the Custodian is required by the rule to
treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule
22
prohibits the requesting company from using the Fund's name and address for any
purpose other than corporate communications. Please indicate below whether the
Fund consents or objects by checking one of the alternatives below.
YES [_] The Custodian is authorized to release the Fund's name, address,
and share positions.
NO [X] The Custodian is not authorized to release the Fund's name,
address, and share positions.
23. Limitation of Liability.
The execution of this Contract has been authorized by each Fund's Board.
This Contract is executed on behalf of the Trustees/Directors of each Fund as
Trustees/Directors and not individually. The obligations of the Funds under this
Contract are not binding upon any of the Fund's Trustees/Directors, officers or
shareholders individually but are binding only upon the assets and property of
the respective Fund. A copy of the Declaration of Trust of each Fund organized
as a business trust (or a series thereof) is on file with the Secretary of State
of the Commonwealth of Massachusetts.
24. Contractual Settlement Services (Purchases / Sales)
The Custodian shall, in accordance with the terms set out in this Section,
debit or credit the appropriate cash account of the Fund in connection with (i)
the purchase of securities for the Fund, and (ii) proceeds of the sale of
securities held on behalf of the Fund, on a contractual settlement basis (the
"Contractual Settlement Services"). The Contractual Settlement Services shall be
provided for such instruments and in such markets as the Custodian may advise
from time to time. The Custodian in good faith may terminate or suspend any part
of the provision of the Contractual Settlement Services under this Contract upon
reasonable notice under the circumstances to the Fund, including, without
limitation, in the event of force majeure events affecting settlement, any
disorder in markets, or other changed external business circumstances affecting
the markets or the Fund.
The consideration payable in connection with a purchase transaction shall
be debited from the appropriate cash account of the Fund as of the time and date
that monies would ordinarily be required to settle such transaction in the
applicable market. The Custodian shall promptly recredit such amount at the time
that the Fund notifies the Custodian by Proper Instruction that such transaction
has been cancelled.
With respect to the settlement of a sale of securities, a provisional
credit of an amount equal to the net sale price for the transaction (the
"Settlement Amount") shall be made to the account of the Fund as if the
Settlement Amount had been received as of the close of business on the date that
monies would ordinarily be available in good funds in the applicable market.
Such provisional
23
credit will be made conditional upon the Custodian having received Proper
Instructions with respect to, or reasonable notice of, the transaction, as
applicable; and the Custodian or its agents having possession of the asset(s)
(which shall exclude assets subject to any third party lending arrangement
entered into by the Fund) associated with the transaction in good deliverable
form and not being aware of any facts which would lead them to believe that the
transaction will not settle in the time period ordinarily applicable to such
transactions in the applicable market.
The Custodian shall have the right to reverse any provisional credit or
debit given in connection with the Contractual Settlement Services at any time
when the Custodian believes, in its reasonable judgment, that such transaction
will not settle in accordance with its terms or amounts due pursuant thereto
will not be collectable or where the Custodian has not been provided Proper
Instructions with respect thereto, as applicable, and the Fund shall be
responsible for any costs or liabilities resulting from such reversal. Upon such
reversal, a sum equal to the credited or debited amount shall become immediately
payable by the Fund to the Custodian and may be debited from any cash account
held for benefit of the Fund.
In the event that the Custodian is unable to debit an account of the Fund,
and the Fund fails to pay any amount due to the Custodian at the time such
amount becomes payable in accordance with this Contract, (i) the Custodian may
charge the Fund for costs and expenses associated with providing the provisional
credit, including without limitation the cost of funds associated therewith,
(ii) the amount of any accrued dividends, interest and other distributions with
respect to assets associated with such transaction may be set off against the
credited amount, (iii) the provisional credit and any such costs and expenses
shall be considered an advance of cash for purposes of this Contract and (iv)
the Custodian shall have the right to setoff against any property and the
discretion to sell, exchange, convey, transfer or otherwise dispose of any
property at any time held for the account of the Fund to the full extent
necessary for the Custodian to make itself whole.
25. Data Access Services Agreement.
The Custodian and each Fund agree to be bound by the terms of that certain
Data Access Services Agreement dated March 7, 2008, with respect to the
Custodian's services hereunder. In the event of any conflict between this
Agreement and the Data Access Services Agreement, this Agreement shall govern.
26. Notices.
Any notice, instruction or other instrument required to be given hereunder
may be delivered in person to the offices of the parties as set forth herein
during normal business hours or delivered prepaid registered mail or by telex,
cable or telecopy to the parties at the following addresses or such other
addresses as may be notified by any party from time to time.
To the Funds: Xxxxxx Xxxxxxx Investment Management
000 Xxxxx Xxxxxx
XxxXxxx, XX 00000
Attention: General Counsel
24
Telephone: 000-000-0000
Telecopy: 000-000-0000
To the Custodian: State Street Bank and Trust Company
0000 Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxxx Xxxxxx XxxxXxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
Such notice, instruction or other instrument shall be deemed to have been
served in the case of a registered letter at the expiration of five business
days after posting, in the case of cable twenty four hours after dispatch and,
in the case of telex, immediately on dispatch and if delivered outside normal
business hours it shall be deemed to have been received at the next time after
delivery when normal business hours commence and in the case of cable, telex or
telecopy on the business day after the receipt thereof. Evidence that the notice
was properly addressed, stamped and put into the post shall be conclusive
evidence of posting.
27. Confidentiality. "Confidential Material" of the Custodian and each Fund
shall mean any proprietary computer software, programs, source or object codes,
databases, specifications, techniques, technical information, know-how,
strategic business information, marketing and business plans, product
information, client information, financial data, or other information or
materials which such party (collectively, "Proprietor") discloses to the other
party ("Recipient"), including, without limitation, all portfolio, investment
and trading data and other information and materials disclosed by the Fund to
the Custodian in connection with this Contract, and all accounts, records and
other materials produced by the Custodian pursuant to this Contract; provided
that the Fund shall be deemed "Proprietor" and the Custodian shall be deemed
"Recipient" with respect to all accounts and records produced by the Custodian
pursuant to this Contract. Confidential Material shall not include information
which (i) is generally available and known to the public, or (ii) becomes
generally available and known to the public other than as the result of a
disclosure by Recipient in violation of this Contract, or (iii) becomes
available to Recipient from a source other than the Proprietor without
obligation of confidentiality, provided such source did not, to Recipient's
knowledge, obtain such information or make such disclosure to Recipient in
violation of an agreement with the Proprietor or through other improper action
or inaction, or (iv) is independently developed by Recipient without use of or
reference to the Confidential Material, and such independent development is
evidenced or otherwise confirmed by written documentation. Confidential Material
will be used by Recipient solely for the purpose of carrying out this Contract
and will be kept in strict confidence by Recipient; provided, however any
Confidential Material may be disclosed to employees and agents of Recipient who
reasonably need to know such information for the purpose of carrying out this
Contract (it being understood that all such employees and agents shall be
informed of the confidential nature of such Confidential Material and shall be
directed not to disclose such Confidential Material and to use such Confidential
Material solely for the purpose of carrying out this Contract). The Recipient
25
Recipient will use commercially reasonable efforts to prevent any breach of this
Contract by its employees or any other person who obtains access to or
possession of any of the Proprietor's Confidential Information from or through
the Recipient. In addition, the Custodian may aggregate the Fund's nonpublic
portfolio holdings information with similar data of other clients of the
Custodian and may report and use such aggregated data without specific reference
to the Fund so long as such aggregated data is sufficiently large a sample that
no Confidential Material can be identified either directly or by inference or
implication. Without limiting the foregoing, Recipient expressly agrees that it
shall not use the Confidential Material as a basis for making any investment
recommendations or decisions (a) regarding specific portfolio holdings, or any
instruments derived from the value of such holdings, and (b) to purchase or sell
the shares of a Fund for the purpose of taking advantage of any real or
perceived discrepancy between the value of the portfolio holdings and the stated
net asset value of a Fund's shares. Nothing herein shall prevent the disclosure
of Confidential Material that is required to be disclosed (i) by Recipient to
its regulatory authorities, or (ii) by order of a court of competent
jurisdiction, subpoena or other legal process; provided, that Recipient shall
give Proprietor prompt notice of such requirement so Proprietor may seek an
appropriate protective order. Recipient specifically agrees that money damages
would not be a sufficient remedy for any breach of this Section 27 and
Proprietor shall be entitled to specific performance as a remedy for any such
breach. Specific performance shall not be deemed to be the exclusive remedy for
any breach of this Section 27, but shall be in addition to all other remedies
available at law or in equity. The obligations and agreements set forth in this
Section 27 shall survive the termination of this Contract.
Subject to the terms of this Contract, the Custodian agrees that during the
term of this Contract it will maintain policies reasonably designed to prohibit
the dissemination or use of the Fund's nonpublic portfolio holdings information
by the Custodian or its employees, unless such dissemination or use is: (i) for
the purposes set forth in or contemplated by this Contract, (ii) at the
direction of the Fund, (iii) in the case of any Fund that is or becomes a
securities lending client of the Custodian, disclosed to borrowers and
borrowers' affiliates in connection with loans made pursuant to that certain
Securities Lending Agreement between such Fund and the Custodian, or (iv)
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 (provided that, with
regard to disclosures pursuant to clause (iv), if permitted by applicable law
the Custodian will give the Funds reasonable notice prior to any such
dissemination or use).
[Signature Page Follows]
26
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the date mentioned above.
ATTEST EACH OF THE FUNDS LISTED ON APPENDIX A
/s/ Xxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxxx
--------------------------------- -----------------------------------------
Name: Xxxxx X. Xxxxx (Xxxxxxx) Xxxxxx X. Xxxxxxx
Title: Assistant Secretary President and Principal Executive Officer
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ Xxxxxx Xxx By /s/ Xxxxxx X. Xxxxxx
--------------------------------- -----------------------------------------
Xxxxxx Xxx Xxxxxx X. Xxxxxx
Vice President Vice Chairman
27
APPENDIX A, EFFECTIVE AS OF MARCH 7, 2008
List of Funds
Xxxxxx Xxxxxxx Series Funds
o Commodities Alpha Fund
APPENDIX A, EFFECTIVE AS OF MAY 2, 2008
List of Funds
OPEN-END RETAIL FUNDS
TAXABLE MONEY MARKET FUNDS
1. Active Assets Government Securities Trust
2. Active Assets Institutional Government Securities Trust
3. Active Assets Institutional Money Trust
4. Active Assets Money Trust
5. Xxxxxx Xxxxxxx Liquid Asset Fund Inc.
6. Xxxxxx Xxxxxxx U.S. Government Money Market Trust
TAX-EXEMPT MONEY MARKET FUNDS
7. Active Assets California Tax-Free Trust
8. Active Assets Tax-Free Trust
9. Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
10. Xxxxxx Xxxxxxx New York Municipal Money Market Trust
11. Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
EQUITY FUNDS
12. Xxxxxx Xxxxxxx Allocator Fund
13. Xxxxxx Xxxxxxx Capital Opportunities Trust
14. Xxxxxx Xxxxxxx Convertible Securities Trust
15. Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
16. Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund
17. Xxxxxx Xxxxxxx European Equity Fund Inc.
18. Xxxxxx Xxxxxxx Financial Services Trust
19. Xxxxxx Xxxxxxx Focus Growth Fund
20. Xxxxxx Xxxxxxx Fundamental Value Fund
21. Xxxxxx Xxxxxxx Global Advantage Fund
22. Xxxxxx Xxxxxxx Global Dividend Growth Securities
23. Xxxxxx Xxxxxxx Health Sciences Trust
24. Xxxxxx Xxxxxxx Institutional Strategies Fund
25. Xxxxxx Xxxxxxx International Fund
26. Xxxxxx Xxxxxxx International SmallCap Fund
27. Xxxxxx Xxxxxxx International Value Equity Fund
28. Xxxxxx Xxxxxxx Japan Fund
29. Xxxxxx Xxxxxxx Mid Cap Growth Fund
30. Xxxxxx Xxxxxxx Mid-Cap Value Fund
31. Xxxxxx Xxxxxxx Multi-Asset Class Fund
32. Xxxxxx Xxxxxxx Nasdaq-100 Index Fund
33. Xxxxxx Xxxxxxx Natural Resource Development Securities Inc.
34. Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
35. Xxxxxx Xxxxxxx Real Estate Fund
28
36. Xxxxxx Xxxxxxx Small-Mid Special Value Fund
37. Xxxxxx Xxxxxxx Series Funds
o Diversified International Equity Fund
o Diversified Large Cap Equity Fund
o Commodities Alpha Fund
38. Xxxxxx Xxxxxxx S&P 500 Index Fund
39. Xxxxxx Xxxxxxx Special Growth Fund
40. Xxxxxx Xxxxxxx Special Value Fund
41. Xxxxxx Xxxxxxx Technology Fund
42. Xxxxxx Xxxxxxx Total Market Index Fund
43. Xxxxxx Xxxxxxx Utilities Fund
44. Xxxxxx Xxxxxxx Value Fund
BALANCED FUNDS
45. Xxxxxx Xxxxxxx Balanced Fund
ASSET ALLOCATION FUND
46. Xxxxxx Xxxxxxx Strategist Fund
SPECIALTY FUNDS
47. Xxxxxx Xxxxxxx FX Series Funds
o FX Alpha Strategy Portfolio
o FX Alpha Plus Strategy Portfolio
TAXABLE FIXED-INCOME FUNDS
48. Xxxxxx Xxxxxxx Flexible Income Trust
49. Xxxxxx Xxxxxxx Income Trust
50. Xxxxxx Xxxxxxx High Yield Securities Inc.
51. Xxxxxx Xxxxxxx Limited Duration Fund
52. Xxxxxx Xxxxxxx Mortgage Securities Trust
53. Xxxxxx Xxxxxxx Limited Duration U.S. Government Trust
54. Xxxxxx Xxxxxxx U.S. Government Securities Trust
(1) Fund is not yet effective
TAX-EXEMPT FIXED-INCOME FUNDS
55. Xxxxxx Xxxxxxx California Tax-Free Income Fund
56. Xxxxxx Xxxxxxx Limited Term Municipal Trust
57. Xxxxxx Xxxxxxx New York Tax-Free Income Fund
58. Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
SPECIAL PURPOSE FUNDS
59. Xxxxxx Xxxxxxx Select Dimensions Investment Series
o Balanced Portfolio
o Capital Growth Portfolio
29
o Capital Opportunities Portfolio
o Developing Growth Portfolio
o Dividend Growth Portfolio
o Equally-Weighted S&P 500 Portfolio
o Focus Growth Portfolio
o Flexible Income Portfolio
o Global Equity Portfolio
o Money Market Portfolio
o Utilities Portfolio
60. Xxxxxx Xxxxxxx Variable Investment Series
o Aggressive Equity Portfolio
o Capital Opportunities Portfolio
o Dividend Growth Portfolio
o European Equity Portfolio
o Global Advantage Portfolio
o Global Dividend Growth Portfolio
o High Yield Portfolio
o Income Builder Portfolio
o Limited Duration Portfolio
o Money Market Portfolio
o Income Plus Portfolio
o S&P 500 Index Portfolio
o Strategist Portfolio
o Utilities Portfolio
CLOSED-END RETAIL FUNDS
TAXABLE FIXED-INCOME CLOSED-END FUNDS
61. Xxxxxx Xxxxxxx Income Securities Inc.
62. Xxxxxx Xxxxxxx Prime Income Trust
TAX-EXEMPT FIXED-INCOME CLOSED-END FUNDS
63. Xxxxxx Xxxxxxx California Insured Municipal Income Trust
64. Xxxxxx Xxxxxxx California Quality Municipal Securities
65. Xxxxxx Xxxxxxx Insured California Municipal Securities
66. Xxxxxx Xxxxxxx Insured Municipal Bond Trust
67. Xxxxxx Xxxxxxx Insured Municipal Income Trust
68. Xxxxxx Xxxxxxx Insured Municipal Securities
69. Xxxxxx Xxxxxxx Insured Municipal Trust
70. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust
71. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust II
72. Xxxxxx Xxxxxxx Municipal Income Opportunities Trust III
73. Xxxxxx Xxxxxxx Municipal Premium Income Trust
74. Xxxxxx Xxxxxxx New York Quality Municipal Securities
75. Xxxxxx Xxxxxxx Quality Municipal Income Trust
76. Xxxxxx Xxxxxxx Quality Municipal Investment Trust
77. Xxxxxx Xxxxxxx Quality Municipal Securities
30
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
----------------------- ------------------------------------------------------
Argentina Citibank, N.A.
Australia The Hongkong and Shanghai Banking Corporation Limited
Citibank Pty. Limited
Austria Erste Bank der osterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East Limited
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Deutsche Bank AG, Netherlands (operating through its
Amsterdam branch)
Benin via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Bermuda Bank of Bermuda Limited
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Burkina Faso via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Canada State Street Trust Company Canada
Cayman Islands Scotiabank & Trust (Cayman) Limited
Chile Banco Itau Chile
12/31/07
1
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
----------------------- ------------------------------------------------------
People's Republic of HSBC Bank (China) Company Limited
China (Shanghai and (as delegate of The Hongkong and Shanghai Banking
Shenzhen) Corporation Limited)
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus Marfin Popular Bank Public Company Limited
Czech Republic Ceskoslovenska Obchodni Banka, a.s.
Denmark Skandinaviska Enskilda Bankken AB, Sweden
(operating through its Copenhagen branch)
Ecuador Banco de la Produccion S.A. PRODUBANCO
Egypt HSBC Bank Egypt S.A.E.
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Estonia AS Hansabank
Finland Skandinaviska Enskilda Bankken AB, Sweden (operating
through its Helsinki branch)
France Deutsche Bank AG, Netherlands (operating through its
Paris branch)
Germany Deutsche Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
12/31/07
2
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
----------------------- ------------------------------------------------------
Guinea-Bissau via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Hong Kong Standard Chartered Bank (Hong Kong) Limited
Hungary UniCredit Bank Hungary Zrt.
Iceland Kaupthing Bank hf.
India Deutsche Bank AG
The Hongkong and Shanghai Banking Corporation Limited
Indonesia Deutsche Bank AG
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy Deutsche Bank S.p.A.
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Bank of Nova Scotia Jamaica Limited
Japan Mizuho Corporate Bank Ltd.
Sumitomo Mitsui Banking Corporation
Jordan HSBC Bank Middle East Limited
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Kazakhstan SB HSBC Bank Kazakhstan JSC
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Kenya Barclays Bank of Kenya Limited
12/31/07
3
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
----------------------- ------------------------------------------------------
Republic of Korea Deutsche Bank AG
The Hongkong and Shanghai Banking Corporation Limited
Kuwait HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Lithuania SEB Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mali via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Malta The Hongkong and Shanghai Banking Corporation Limited
Mauritius The Hongkong and Shanghai Banking Corporation Limited
Mexico Banco Nacional de Mexico S.A.
Morocco Attijariwafa bank
Namibia Standard Bank Namibia Limited
Netherlands Deutsche Bank AG
New Zealand The Hongkong and Shanghai Banking Corporation Limited
Niger via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
12/31/07
4
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
----------------------- ------------------------------------------------------
Nigeria IBTC Chartered Bank Plc.
Norway Skandinaviska Enskilda Bankken AB, Sweden (operating
through its Oslo branch)
Oman HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Panama HSBC Bank (Panama) S.A.
Peru Citibank del Peru, S.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawie S.A.
Portugal Banco Comercial Portugues S.A.
Puerto Rico Citibank N.A.
Qatar HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Romania ING Bank N.V.
Russia ING Bank (Eurasia) ZAO, Moscow
Saudi Arabia Saudi British Bank
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
12/31/07
5
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
----------------------- ------------------------------------------------------
Senegal via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Serbia Unicredit Bank Serbia JSC
Singapore DBS Bank Limited
United Overseas Bank Limited
Slovak Republic Ceskoslovenska Obchodni Banka, a.s., pobocka
zahranicnej banky v SR
Slovenia Unicredit Bank Slovenija d.d.
South Africa Nedbank Limited Standard Bank of
South Africa Limited
Spain Deutsche Bank S.A.E.
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Xxxxxx XX
Switzerland UBS AG
Taiwan - R.O.C. Bank of Taiwan
Thailand Standard Chartered Bank (Thai) Public Company Limited
Togo via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
12/31/07
6
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
----------------------- ------------------------------------------------------
Turkey Citibank, A.S.
Uganda Barclays Bank of Uganda Limited
Ukraine ING Bank Ukraine
United Arab Emirates HSBC Bank Middle East Limited
-Dubai Financial Market (as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
United Arab Emirates HSBC Bank Middle East Limited
-Dubai International (as delegate of The Hongkong and Shanghai Banking
Financial Center Corporation Limited)
United Kingdom State Street Bank and Trust Company, United Kingdom
branch
Uruguay Bank Itau Uruguay S.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai Banking Corporation Limited
Zambia Barclays Bank of Zambia Plc.
Zimbabwe Barclays Bank of Zimbabwe Limited
12/31/07
7
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
----------------------- ------------------------------------------------------
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Austria Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)
Bahrain Clearing, Settlement, and Depository System of the
Bahrain Stock Exchange
Bangladesh Central Depository Bangladesh Limited
Belgium Banque Nationale de Belgique
Euroclear Belgium
Benin Depositaire Central - Banque de Reglement
Bermuda Bermuda Securities Depository
Brazil Central de Custodia e de Liquidacao Financeira de
Titulos Privados (CETIP)
Companhia Brasileira de Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia (SELIC)
Bulgaria Bulgarian National Bank
Central Depository AD
Burkina Faso Depositaire Central - Banque de Reglement
Canada The Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic China Securities Depository and Clearing Corporation
of China Limited, Shanghai Branch
China Securities Depository and Clearing Corporation
Limited Shenzhen Branch
12/31/07
1
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
----------------------- ------------------------------------------------------
Colombia Deposito Central de Valores
Deposito Centralizado de Valores de Colombia S..A.
(DECEVAL)
Costa Rica Central de Valores S.A.
Croatia Sredisnja depozitarna agencija d.d.
Cyprus Central Depository and Central Registry
Czech Republic Czech National Bank
Stredisko cennych papiru - Ceska republika
Denmark Vaerdipapircentralen
Dubai International Central Securities Depository department of the Dubai
Financial Center International Financial Exchange
Egypt Misr for Clearing, Settlement, and Depository S.A.E.
Central Bank of Egypt
Estonia AS Eesti Vaartpaberikeskus
Finland Suomen Arvopaperikeskus Oy
France Euroclear France
Germany Clearstream Banking AG, Frankfurt
Greece Apothetirion Titlon AE
Bank of Greece, System for Monitoring Transactions in
Securities in Book-Entry Form
Guinea-Bissau Depositaire Central - Banque de Reglement
12/31/07
2
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
----------------------- ------------------------------------------------------
Hong Xxxx Xxxxxxx Xxxxxxxxxxxx Xxxx
Xxxx Xxxx Securities Clearing Company Limited
Hungary Kozponti Elszamolohaz es Ertektar (Budapest)
Zrt. (KELER)
Iceland Icelandic Securities Depository Limited
India Central Depository Services (India) Limited
National Securities Depository Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd.
(TASE Clearing House)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Bank of Japan - Net System
Japan Securities Depository Center (JASDEC)
Incorporated
Jordan Securities Depository Center
Kazakhstan Central Securities Depository
Kenya Central Depository and Settlement Corporation Limited
Central Bank of Kenya
Republic of Korea Korea Securities Depository
12/31/07
3
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
----------------------- ------------------------------------------------------
Kuwait Kuwait Clearing Company
Latvia Latvian Central Depository
Lebanon Banque du Liban
Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (Midclear) X.X.X.
Lithuania Central Securities Depository of Lithuania
Malaysia Bank Negara Malaysia
Bursa Malaysia Depository Sdn. Bhd.
Mali Depositaire Central - Banque de Reglement
Malta Central Securities Depository of the Malta
Stock Exchange
Mauritius Bank of Mauritius
Central Depository and Settlement Co. Ltd.
Mexico S.D. INDEVAL, S.A. de C.V.
Morocco Maroclear
Namibia Bank of Namibia
Netherlands Euroclear Nederland
New Zealand New Zealand Central Securities Depository Limited
Niger Depositaire Central - Banque de Reglement
Nigeria Central Securities Clearing System Limited
12/31/07
4
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
----------------------- ------------------------------------------------------
Norway Verdipapirsentralen
Oman Muscat Depository & Securities Registration Company,
SAOC
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing, Depository and Settlement, a department
of the Palestine Securities Exchange
Panama Central Latinoamericana de Valores, S.A. (LatinClear)
Peru Caja de Valores y Liquidaciones, Institucion de
Compensacion y Liquidacion de Valores S.A
Philippines Philippine Depository & Trust Corporation
Registry of Scripless Securities (XXXX) of the Bureau
of Treasury
Poland Rejestr Papierow Wartosciowych
Krajowy Depozyt Papierow Wartosciowych S.A.
Portugal INTERBOLSA - Sociedade Gestora de Sistemas de
Liquidacao e de Sistemas Centralizados de Valores
Mobiliarios, S.A.
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania S.C. Depozitarul Central S.A.
National Bank of Romania
Russia Vneshtorgbank, Bank for Foreign Trade of the Russian
Federation National Depository Center
Saudi Arabia Tadawul Central Securities Depository
12/31/07
5
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
----------------------- ------------------------------------------------------
Senegal Depositaire Central - Banque de Reglement
Serbia Central Registrar and Central Depository for
Securities
Singapore The Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Naodna banka slovenska
Centralny depozitar cennych papierov SR, a.s.
Slovenia KDD - Centralna klirinsko depotna xxxxxx x.x.
South Africa Strate Ltd.
Spain IBERCLEAR
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Depository and Clearing Corporation
Thailand Thailand Securities Depository Company Limited
Togo Depositaire Central - Banque de Reglement
Trinidad and Tobago Central Bank of Trinidad and Tobago
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs Mobilieres
(STICODEVAM)
12/31/07
6
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
----------------------- ------------------------------------------------------
Turkey Central Bank of Turkey
Central Registry Agency
Uganda Bank of Uganda
Ukraine Mizhregionalny Fondovy Souz
National Bank of Ukraine
United Arab Emirates Clearing and Depository System, a department of the
Dubai Financial Market Dubai International Financial
Exchange Ltd. central securities depository
United Kingdom Euroclear UK & Ireland Limited
Uruguay Banco Central del Uruguay
Venezuela Banco Central de Venezuela
Caja Venezolana de Valores
Vietnam Vietnam Securities Depository
Zambia Bank of Zambia
XxXX Central Shares Depository Limited
TRANSNATIONAL
Euroclear Bank S.A./N.V.
Clearstream Banking, S.A.
12/31/07
7
FUNDS TRANSFER ADDENDUM
[STATE STREET LOGO]
Serving Institutional Investors Worldwide (SM)
OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
Client's account(s) upon the receipt of a payment order in compliance with the
selected Security Procedure chosen for funds transfer and in the amount of money
that State Street has been instructed to transfer. State Street shall execute
payment orders in compliance with the Security Procedure and with the Client's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. All payment orders and communications received
after this time will be deemed to have been received on the next business day.
2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Client from Security
Procedures offered by State Street. The Client agrees that the Security
Procedures are reasonable and adequate for its wire transfer transactions and
agrees to be bound by any payment orders, amendments and cancellations, whether
or not authorized, issued in its name and accepted by State Street after being
confirmed by any of the selected Security Procedures. The Client also agrees to
be bound by any other valid and authorized payment order accepted by State
Street. The Client shall restrict access to confidential information relating to
the Security Procedure to authorized persons as communicated in writing to State
Street. The Client must notify State Street immediately if it has reason to
believe unauthorized persons may have obtained access to such information or of
any change in the Client's authorized personnel. State Street shall verify the
authenticity of all instructions according to the Security Procedure.
3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis
of the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern. Financial
institutions that receive payment orders initiated by State Street at the
instruction of the Client may also process payment orders on the basis of
account numbers, regardless of any name included in the payment order. State
Street will also rely on any financial institution identification numbers
included in any payment order, regardless of any financial institution name
included in the payment order.
4. REJECTION: State Street reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of State Street's receipt of such payment
order; (b) if initiating such payment order would cause State Street, in State
Street's sole judgment, to exceed any volume, aggregate dollar, network, time,
credit or similar limits upon wire transfers which are applicable to State
Street; or (c) if State Street, in good faith, is unable to satisfy itself that
the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are received
in a timely manner affording State Street reasonable opportunity to act.
However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.
6. ERRORS: State Street shall assume no responsibility for failure to detect any
erroneous payment order provided that State Street complies with the payment
order instructions as received and State Street complies with the Security
Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility
for lost interest with respect to the refundable amount of any unauthorized
payment order, unless State Street is notified of the unauthorized payment order
within thirty (30) days of notification by State Street of the acceptance of
such payment order. In no event shall State Street be liable for special,
indirect or consequential damages, even if advised of the possibility of such
damages and even for failure to execute a payment order.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a
Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the New England Clearing House Association, State Street will act as an
Originating Depository Financial Institution and/or Receiving Depository
Institution, as the case may be, with respect to such entries. Credits given by
State Street with respect to an ACH credit entry are provisional until State
Street receives final settlement for such entry from the Federal Reserve Bank.
If State Street does not receive such final settlement, the Client agrees that
State Street shall receive a refund of the amount credited to the Client in
connection with such entry, and the party making payment to the Client via such
entry shall not be deemed to have paid the amount of the entry.
9. CONFIRMATION STATEMENTS: Confirmation of State Street's execution of payment
orders shall ordinarily be provided within 24 hours. Notice may be delivered
through State Street's proprietary information systems, such as, but not limited
to Horizon and GlobalQuest(R), account statements, advices, or by facsimile or
callback. The Client must report any objections to the execution of a payment
order within 30 days.
[STATE STREET LOGO]
Serving Institutional Investors Worldwide (SM)
FUNDS TRANSFER ADDENDUM
10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay
any deposit made at a non-U.S. branch of State Street, or any deposit made with
State Street and denominated in a non-U.S. dollar currency, if repayment of such
deposit or the use of assets denominated in the non-U.S. dollar currency is
prevented, prohibited or otherwise blocked due to: (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or
instrumentality or authority asserting governmental, military or police power of
any kind, whether such authority be recognized as a defacto or a dejure
government, or by any entity, political or revolutionary movement or otherwise
that usurps, supervenes or otherwise materially impairs the normal operation of
civil authority; or(c) the closure of a non-U.S. branch of State Street in order
to prevent, in the reasonable judgment of State Street, harm to the employees or
property of State Street. The obligation to repay any such deposit shall not be
transferred to and may not be enforced against any other branch of State Street.
The foregoing provisions constitute the disclosure required by Massachusetts
General Laws, Chapter 167D, Section 36.
While State Street is not obligated to repay any deposit made at a non-U.S.
branch or any deposit denominated in a non-U.S. currency during the period in
which its repayment has been prevented, prohibited or otherwise blocked, State
Street will repay such deposit when and if all circumstances preventing,
prohibiting or otherwise blocking repayment cease to exist.
11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to
recover any funds erroneously paid to the wrong party or parties, regardless of
any fault of State Street or the Client, but the party responsible for the
erroneous payment shall bear all costs and expenses incurred in trying to effect
such recovery. These Guidelines may not be amended except by a written agreement
signed by the parties.
[STATE STREET LOGO]
Serving Institutional Investors Worldwide (SM)
FUNDS TRANSFER ADDENDUM
Security Procedure(s) Selection Form
Please select one or more of the funds transfer security procedures indicated
below.
[_] SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is limited
to securities brokers and dealers, clearing and depository institutions,
recognized exchanges for securities, and investment management institutions.
SWIFT provides a number of security features through encryption and
authentication to protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent changes to
messages. SWIFT is considered to be one of the most secure and efficient
networks for the delivery of funds transfer instructions.
Selection of this security procedure would be most appropriate for existing
SWIFT members.
[_] STANDING INSTRUCTIONS
Standing Instructions may be used where funds are transferred to a broker on the
Client's established list of brokers with which it engages in foreign exchange
transactions. Only the date, the currency and the currency amount are variable.
In order to establish this procedure, State Street will send to the Client a
list of the brokers that State Street has determined are used by the Client. The
Client will confirm the list in writing, and State Street will verify the
written confirmation by telephone. Standing Instructions will be subject to a
mutually agreed upon limit. If the payment order exceeds the established limit,
the Standing Instruction will be confirmed by telephone prior to execution.
[_]REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data
communications between the Client and State Street. Security procedures include
encryption and or the use of a test key by those individuals authorized as
Automated Batch Verifiers.
Clients selecting this option should have an existing facility for completing
CPU-CPU transmissions. This delivery mechanism is typically used for high-volume
business.
[_] GLOBAL HORIZON INTERCHANGE(SM) FUNDS TRANSFER SERVICE
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients to
electronically transmit authenticated Fedwire, CHIPS or internal book transfer
instructions to State Street.
This delivery mechanism is most appropriate for Clients with a low-to-medium
number of transactions (5-75 per day), allowing Clients to enter, batch, and
review wire transfer instructions on their PC prior to release to State Street.
[_] TELEPHONE CONFIRMATION (CALLBACK)
Telephone confirmation will be used to verify all non-repetitive funds transfer
instructions received via untested facsimile or phone. This procedure requires
Clients to designate individuals as authorized initiators and authorized
verifiers. State Street will verify that the instruction contains the signature
of an authorized person and prior to execution, will contact someone other than
the originator at the Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the
capability to use other security procedures.
[_] REPETITIVE WIRES
For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) from an existing authorized account to the
same payee (destination bank and account number) and only the date and currency
amount are variable, a repetitive wire may be implemented. Repetitive wires will
be subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the instruction will be confirmed by telephone prior to
execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts.
[_] TRANSFERS INITIATED BY FACSIMILE
The Client faxes wire transfer instructions directly to State Street Mutual Fund
Services. Standard security procedure requires the use of a random number test
key for all transfers. Every six months the Client receives test key logs from
State Street. The test key contains alpha-numeric characters, which the Client
puts on each document faxed to State Street. This procedure ensures all wire
instructions received via fax are authorized by the Client.
We provide this option for Clients who wish to batch wire instructions and
transmit these as a group to State Street Mutual Fund Services once or several
times a day.
[STATE STREET LOGO]
Serving Institutional Investors Worldwide (SM)
FUNDS TRANSFER ADDENDUM
[_] INSTRUCT
Instruct is a State Street web-based application designed to provide
internet-enabled remote access that allows for the capturing, verification and
processing of various instruction types, including securities, cash and foreign
exchange transactions. Instruct is designed using industry standard formats to
facilitate straight-through processing. Instruct provides a number of security
features through user entitlements, industry standard encryption protocols,
digital security certificates and multiple tiers of user authentication
requirements.
[_] SECURE TRANSPORT
Secure Transport is a file transfer application based upon the Secure File
Transfer Protocol standard that is designed to enable State Street clients/
investment managers to send file based transfer and transaction instructions
over the internet. Secure Transport features multi-factor authenticators such as
SecurID and digital certificates, and incorporates industry-standard encryption
protocols.
[_] AUTOMATED CLEARING HOUSE (ACH)
State Street receives an automated transmission or a magnetic tape from a Client
for the initiation of payment (credit) or collection (debit) transactions
through the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. Clients using ACH must select one or more
of the following delivery options:
[_] GLOBAL HORIZON INTERCHANGE AUTOMATED CLEARING HOUSE SERVICE
Transactions are created on a microcomputer, assembled into batches and
delivered to State Street via fully authenticated electronic transmissions in
standard NACHA formats.
[_] Transmission from Client PC to State Street Mainframe with Telephone
Callback
[_] Transmission from Client Mainframe to State Street Mainframe with
Telephone Callback
[_] Transmission from DST Systems to State Street Mainframe with Encryption
[_] Magnetic Tape Delivered to State Street with Telephone Callback
State Street is hereby instructed to accept funds transfer instructions only via
the delivery methods and security procedures indicated.
The selected delivery methods and security procedure(s) will be
effective _______________________ for payment orders initiated by our
organization.
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
------------------------------------- ----------------------------------------
Name Name
------------------------------------- ----------------------------------------
Address Address
------------------------------------- ----------------------------------------
City/State/Zip Code City/State/Zip Code
------------------------------------- ----------------------------------------
Telephone Number Telephone Number
------------------------------------- ----------------------------------------
Facsimile Number Facsimile Number
-------------------------------------
SWIFT Number
-------------------------------------
Telex Number
[STATE STREET LOGO]
Serving Institutional Investors Worldwide (SM)
FUNDS TRANSFER ADDENDUM
INSTRUCTION(S)
TELEPHONE CONFIRMATION
FUND ___________________________________________________________________________
INVESTMENT ADVISER _____________________________________________________________
AUTHORIZED INITIATORS
Please Type or Print
Please provide a listing of Fund officers or other individuals who are currently
authorized to INITIATE wire transfer instructions to State Street:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
------------------------ -------------------------- --------------------------
________________________ __________________________ __________________________
________________________ __________________________ __________________________
________________________ __________________________ __________________________
________________________ __________________________ __________________________
________________________ __________________________ __________________________
AUTHORIZED VERIFIERS
Please Type or Print
Please provide a listing of Fund officers or other individuals who will be
CALLED BACK to verify the initiation of repetitive wires of $10 million or more
and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
------------------------ -------------------------- --------------------------
________________________ __________________________ __________________________
________________________ __________________________ __________________________
________________________ __________________________ __________________________
________________________ __________________________ __________________________
________________________ __________________________ __________________________
SCHEDULE C
MARKET INFORMATION
PUBLICATION/TYPE OF INFORMATION BRIEF DESCRIPTION
------------------------------------- -----------------------------------------
(SCHEDULED FREQUENCY)
The Guide to Custody in World Markets An overview of settlement and safekeeping
(hardcopy annually and regular procedures, custody practices and foreign
website updates) investor considerations for the markets
in which State Street offers custodial
services.
Global Custody Network Review Information relating to Foreign
(annually) Sub-Custodians in State Street's Global
Custody Network. The Review stands as an
integral part of the materials that State
Street provides to its U.S. mutual fund
clients to assist them in complying with
SEC Rule 17f-5. The Review also gives
insight into State Street's market
expansion and Foreign Sub-Custodian
selection processes, as well as the
procedures and controls used to monitor
the financial condition and performance
of our Foreign Sub-Custodian banks.
Securities Depository Review Custody risk analyses of the Foreign
(annually) Securities Depositories presently
operating in Network markets. This
publication is an integral part of the
materials that State Street provides to
its U.S. mutual fund clients to meet
informational obligations created by SEC
Rule 17f-7.
Global Legal Survey With respect to each market in which
(annually) State Street offers custodial services,
opinions relating to whether local law
restricts (i) access of a fund's
independent public accountants to books
and records of a Foreign Sub-Custodian or
Foreign Securities System, (ii) a fund's
ability to recover in the event of
bankruptcy or insolvency of a Foreign
Sub-Custodian or Foreign Securities
System, (iii) a fund's ability to recover
in the event of a loss by a Foreign
Sub-Custodian or Foreign Securities
System, and (iv) the ability of a foreign
investor to convert cash and cash
equivalents to U.S. dollars.
Subcustodian Agreements Copies of the contracts that State Street
(annually) has entered into with each Foreign
Sub-Custodian that maintains U.S. mutual
fund assets in the markets in which State
Street offers custodial services.
Global Market Bulletin Information on changing settlement and
(daily or as necessary) custody conditions in markets where State
Street offers custodial services.
Includes changes in market and tax
regulations, depository developments,
dematerialization information, as well as
other market changes that may impact
State Street's clients.
Foreign Custody Advisories For those markets where State Street
(as necessary) offers custodial services that exhibit
special risks or infrastructures
impacting custody, State Street issues
market advisories to highlight those
unique market factors which might impact
our ability to offer recognized custody
service levels.
Material Change Notices Informational letters and accompanying
(presently on a quarterly materials confirming State Street's
basis or as otherwise foreign custody arrangements, including a
necessary) summary of material changes with Foreign
Sub-Custodians that have occurred during
the previous quarter. The notices also
identify any material changes in the
custodial risks associated with
maintaining assets with Foreign
Securities Depositories.
