CUSTODY AGREEMENT
THIS AGREEMENT is made effective the 1st day of May, 2000, by and
between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the
laws of the Commonwealth of Massachusetts, having its principal office and place
of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("State
Street"), and FIRSTHAND FUNDS, a Delaware business trust having its principal
office and place of business at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx,
Xxxxxxxxxx 00000 ("Fund").
WHEREAS, Fund desires to appoint State Street as custodian of the assets
of the Fund's investment portfolio or portfolios listed on Schedule A (each a
"Portfolio", and collectively the "Portfolios"); and
WHEREAS, State Street is willing to accept such appointment for the
compensation and on the terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN. Fund hereby constitutes and appoints State
Street as Custodian of the investment securities, interests in loans and
other non-cash investment property, and monies at any time owned by each
of the Portfolios and delivered to State Street as custodian hereunder
("Assets").
2. REPRESENTATIONS AND WARRANTIES.
A. Fund hereby represents, warrants and acknowledges to State Street:
1. That it is a trust duly organized and existing and in good
standing under the laws of its state of organization, and that
it is registered under the 1940 Act; and
2. That it has the requisite power and authority under applicable
law, its bylaws and its declaration of trust to enter into
this Agreement; it has taken all requisite action necessary to
appoint State Street as custodian; this Agreement has been
duly executed and delivered by Fund; and this Agreement
constitutes a legal, valid and binding obligation of Fund,
enforceable in accordance with its terms.
B. State Street hereby represents, warrants and acknowledges to Fund:
1. That it is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts; and
2. That it has the requisite power and authority under applicable
law, its charter and its bylaws to enter into and perform this
Agreement; this Agreement has
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been duly executed and delivered by State Street; and this
Agreement constitutes a legal, valid and binding obligation of
State Street, enforceable in accordance with its terms.
3. That all books, records, information and data pertaining to
the business of the Fund and its prior, present or potential
shareholders that are received by State Street pursuant to the
performance of State Street's duties under this Agreement
shall remain confidential and shall not be disclosed to any
other person, except as specifically authorized by the Fund
or as may be required by law, and shall not be used for any
purpose other than the performance of State Street's
responsibilities and duties hereunder.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
A. DELIVERY OF ASSETS. Except as permitted by the 1940 Act, Fund will
deliver or cause to be delivered to State Street on the effective
date hereof, or as soon thereafter as practicable, and from time to
time thereafter, all Assets acquired by, owned by or from time to
time coming into the possession of each of the Portfolios during the
term hereof. State Street has no responsibility or liability
whatsoever for or on account of assets not so delivered.
B. DELIVERY OF ACCOUNTS AND RECORDS. Fund will turn over or cause to be
turned over to State Street all of each Portfolio's relevant
accounts and records needed by State Street to perform its duties
and responsibilities hereunder fully and properly. State Street may
rely conclusively on the completeness and correctness of such
accounts and records.
C. DELIVERY OF ASSETS TO THIRD PARTIES. State Street will receive
delivery of and keep safely the Assets of each Portfolio segregated
in a separate account. Upon delivery of any such Assets to a
subcustodian appointed pursuant hereto (hereinafter referred to as
"Subcustodian"), State Street will create and maintain records
identifying such Assets as belonging to the applicable Portfolio.
State Street is responsible for the safekeeping of the Assets only
until they have been transmitted to and received by other persons as
permitted under the terms hereof, except for Assets transmitted to
Subcustodians, for which State Street remains responsible to the
extent provided herein. State Street may participate directly or
indirectly through a subcustodian in the Depository Trust Company
(DTC), Treasury/Federal Reserve Book Entry System (Fed System),
Participant Trust Company (PTC) or other depository approved by Fund
(as such entities are defined at 17 CFR Section 270.17f-4(b)) (each
a "Depository" and collectively the "Depositories"). State Street
will be responsible to Fund for any loss, damage or expense suffered
or incurred by Fund resulting from the actions or omissions of any
Depository only to the same extent such Depository is responsible to
State Street.
D. REGISTRATION. State Street will at all times hold registered Assets
in the name of State Street as custodian, the applicable Portfolio,
or a nominee of either of them, unless
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specifically directed by Instructions, as hereinafter defined, to
hold such registered Assets in so-called "street name," provided
that, in any event, State Street will hold all such Assets in an
account of State Street as custodian containing only Assets of the
applicable Portfolio, or only assets held by State Street as a
fiduciary or custodian for customers; and provided further, State
Street's records will at all times indicate the Portfolio or other
customer for which such Assets are held and the respective interests
therein. If, however, Fund directs State Street to maintain Assets
in "street name", notwithstanding anything contained herein to the
contrary, State Street will be obligated only to utilize its best
efforts to timely collect income due the Portfolio on such Assets
and to notify the Portfolio of relevant information, such as
maturities and pendency of calls, and corporate actions including,
without limitation, calls for redemption, tender or exchange offers,
declaration, record and payment dates and amounts of any dividends
or income, reorganization, recapitalization, merger, consolidation,
split-up of shares, change of par value, or conversion ("Corporate
Actions"). All Assets and the ownership thereof by each Portfolio
will at all times be identifiable on the records of State Street.
Fund agrees to hold State Street and its nominee harmless for any
liability as a shareholder of record of securities held in custody.
E. EXCHANGE. Upon receipt of Instructions, State Street will exchange,
or cause to be exchanged, Assets held for the account of a Portfolio
for other Assets issued or paid in connection with any Corporate
Action or otherwise, and will deposit any such Assets in accordance
with the terms of any such Corporate Action. Without Instructions,
State Street is authorized to exchange Assets in temporary form for
Assets in definitive form, to effect an exchange of shares when the
par value of stock is changed, and, upon receiving payment
therefore, to surrender bonds or other Assets at maturity or when
advised of earlier call for redemption, except that State Street
will receive Instruction prior to surrendering any convertible
security.
F. PURCHASES OF INVESTMENTS -- OTHER THAN OPTIONS AND FUTURES. On each
business day on which a Portfolio makes a purchase of Assets other
than options and futures, Fund will deliver to State Street
Instructions specifying with respect to each such purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount purchased, and
accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission,
taxes and other expenses payable in connection with the
purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer
through whom the purchase was made; and
9. Whether the Asset is to be received in certificated form or
via a specified Depository.
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In accordance with such Instructions, State Street will pay for out
of monies held for the purchasing Portfolio, but only insofar as
such monies are available for such purpose, and receive the Assets
so purchased by or for the account of such Portfolio, except that
State Street, or a Subcustodian, may in its sole discretion advance
funds to such Portfolio, which may result in an overdraft because
the monies held on behalf of such Portfolio are insufficient to pay
the total amount payable upon such purchase. Except as otherwise
instructed by Fund, State Street will make such payment only upon
receipt of Assets: (a) by State Street; (b) by a clearing
corporation of a national exchange of which State Street is a
member; or (c) by a Depository. Notwithstanding the foregoing, (i)
State Street may release funds to a Depository prior to the receipt
of advice from the Depository that the Assets underlying a
repurchase agreement have been transferred by book-entry into the
account maintained with such Depository by State Street on behalf of
its customers; provided that State Street's instructions to the
Depository require that the Depository make payment of such funds
only upon transfer by book-entry of the Assets underlying the
repurchase agreement in such account; (ii) State Street may make
payment for time deposits, call account deposits, currency deposits
and other deposits, foreign exchange transactions, futures contracts
or options, before receipt of an advice or confirmation evidencing
said deposit or entry into such transaction; and (iii) State Street
may make, or cause a Subcustodian to make, payment for the purchase
of Assets the settlement of which occurs outside of the United
States of America in accordance with generally accepted local custom
and market practice.
G. SALES AND DELIVERIES OF INVESTMENTS -- OTHER THAN OPTIONS AND
FUTURES. On each business day on which a Portfolio makes a sale of
Assets other than options and futures, Fund will deliver to State
Street Instructions specifying with respect to each such sale:
1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and accrued
interest, if any;
4. The date on which the Assets sold were purchased or other
information identifying the Assets sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes or
other expenses payable in connection with such sale;
8. The total amount to be received by the Portfolio upon such
sale; and
9. The name and address of the broker or dealer through whom or
person to whom the sale was made.
State Street will deliver or cause to be delivered the Assets thus
designated as sold for the account of the selling Portfolio as
specified in the Instructions. Except as otherwise instructed by
Fund, State Street will make such delivery upon receipt of: (a)
payment therefore in such form as is satisfactory to State Street;
(b) credit to the
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account of State Street with a clearing corporation of a national
securities exchange of which State Street is a member; or (c) credit
to the account maintained by State Street on behalf of its customers
with a Depository. Notwithstanding the foregoing: (i) State Street
will deliver Assets held in physical form in accordance with "street
delivery custom" to a broker or its clearing agent; or (ii) State
Street may make, or cause a Subcustodian to make, delivery of Assets
the settlement of which occurs outside of the United States of
America upon payment therefore in accordance with generally accepted
local custom and market practice.
H. PURCHASES OR SALES OF OPTIONS AND FUTURES. On each business day on
which a Portfolio makes a purchase or sale of the options and/or
futures listed below, Fund will deliver to State Street Instructions
specifying with respect to each such purchase or sale:
1. If applicable, the name of the Portfolio making such purchase
or sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through whom
the sale or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising,
expiring or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer through
whom the sale or purchase was made, or other applicable
settlement instructions.
4. In the case of security index futures contracts:
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a. The last trading date specified in the contract and,
when available, the closing level, thereof;
b. The index level on the date the contract is entered
into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in addition
to Instructions, and if not already in the possession
of State Street, Fund will deliver a substantially
complete and executed custodial safekeeping account and
procedural agreement, incorporated herein by
reference); and
f. The name and address of the futures commission merchant
through whom the sale or purchase was made, or other
applicable settlement instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
I. ASSETS PLEDGED OR LOANED. If specifically allowed for in the
prospectus of a Portfolio, and subject to such additional terms and
conditions as State Street may require:
1. Upon receipt of Instructions, State Street will release or
cause to be released Assets to the designated pledgee by way
of pledge or hypothecation to secure any loan incurred by a
Portfolio; provided, however, that State Street will release
Assets only upon payment to State Street of the monies
borrowed, except that in cases where additional collateral is
required to secure a borrowing already made, further Assets
may be released or caused to be released for that purpose.
Upon receipt of Instructions, State Street will pay, but only
from funds available for such purpose, any such loan upon
redelivery to it of the Assets pledged or hypothecated
therefore and upon surrender of the note or notes evidencing
such loan.
2. Upon receipt of Instructions, State Street will release Assets
to the designated borrower; provided, however, that the Assets
will be released only upon deposit with State Street of full
cash collateral as specified in such Instructions, and that
the lending Portfolio will retain the right to any dividends,
interest or distribution on such loaned Assets. Upon receipt
of Instructions and the loaned Assets, State Street will
release the cash collateral to the borrower.
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J. ROUTINE MATTERS. State Street will, in general, attend to all
routine and mechanical matters in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings with
the Assets except as may be otherwise provided herein or upon
Instruction from Fund.
K. DEPOSIT ACCOUNTS. State Street will open and maintain one or more
special purpose deposit accounts for each Portfolio in the name of
State Street in such banks or trust companies (including, without
limitation, affiliates of State Street) as may be designated by it
or Fund in writing ("Accounts"), subject only to draft or order by
State Street upon receipt of Instructions. State Street will deposit
all monies received by State Street from or for the account of a
Portfolio in an Account maintained for such Portfolio. Subject to
Section 5 hereof, State Street agrees:
1. To make Fed Funds available to the applicable Portfolio at
9:00 a.m., Kansas City time, on the second business day after
deposit of any check into an Account, in the amount of the
check;
2. To make funds available immediately upon a deposit made by
Federal Reserve wire; and
3. To make funds available on the next business day after deposit
of ACH wires.
L. INCOME AND OTHER PAYMENTS. State Street will:
1. Collect, claim and receive and deposit for the account of the
applicable Portfolio all income (including income from the
Accounts) and other payments which become due and payable on
or after the effective date hereof with respect to the Assets,
and credit the account of such Portfolio in accordance with
the schedule attached hereto as Exhibit A. If, for any reason,
a Portfolio is credited with income that is not subsequently
collected, State Street may reverse that credited amount. If
monies are collected after such reversal, State Street will
credit the Portfolio in that amount;
2. Execute ownership and other certificates and affidavits for
all federal, state and local tax purposes in connection with
the collection of bond and note coupons; and
3. Take such other action as may be necessary or proper in
connection with (a) the collection, receipt and deposit of
such income and other payments, including but not limited to
the presentation for payment of all coupons and other income
items requiring presentation; and all other Assets which may
mature or be called, redeemed, retired or otherwise become
payable and regarding which State Street has actual knowledge,
or should reasonably be expected to have knowledge; and (b)
the endorsement for collection, in the
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name of Fund or a Portfolio, of all checks, drafts or other
negotiable instruments.
State Street, however, will not be required to institute suit or
take other extraordinary action to enforce collection except upon
receipt of Instructions and upon being indemnified to its
satisfaction against the costs and expenses of such suit or other
actions. State Street will receive, claim and collect all stock
dividends, rights and other similar items and will deal with the
same pursuant to Instructions.
M. PROXIES AND NOTICES. State Street will promptly deliver or mail or
have delivered or mailed to Fund all proxies properly signed, all
notices of meetings, all proxy statements and other notices,
requests or announcements affecting or relating to Assets and will,
upon receipt of Instructions, execute and deliver or mail (or cause
its nominee to execute and deliver or mail) such proxies or other
authorizations as may be required. Except as provided herein or
pursuant to Instructions hereafter received by State Street, neither
it nor its nominee will exercise any power inherent in any such
Assets, including any power to vote the same, or execute any proxy,
power of attorney, or other similar instrument voting any of such
Assets, or give any consent, approval or waiver with respect
thereto, or take any other similar action.
N. DISBURSEMENTS. State Street will pay or cause to be paid, insofar as
funds are available for the purpose, bills, statements and other
obligations of each Portfolio (including but not limited to
obligations in connection with the conversion, exchange or surrender
of Assets, interest charges, dividend disbursements, taxes,
management fees, custodian fees, legal fees, auditors' fees,
transfer agents' fees, brokerage commissions, compensation to
personnel, and other operating expenses of such Portfolio) pursuant
to Instructions setting forth the name of the person to whom payment
is to be made, and the amount and purpose of the payment.
O. DAILY STATEMENT OF ACCOUNTS. State Street will, within a reasonable
time, render to Fund a detailed statement of the amounts received or
paid and of Assets received or delivered for the account of each
Portfolio during each business day. State Street will maintain such
books and records as are necessary to enable it to render, from time
to time upon request by Fund, a detailed statement of the Assets.
State Street will permit, and upon Instruction will cause any
Subcustodian to permit, such persons as are authorized by Fund,
including Fund's independent public accountants, reasonable access
to such records or will provide reasonable confirmation of the
contents of such records, and if demanded, State Street will permit,
and will cause any Subcustodian to permit, federal and state
regulatory agencies to examine the Assets, books and records of the
Portfolio.
P. APPOINTMENT OF SUBCUSTODIANS. Notwithstanding any other provisions
hereof:
1. All or any of the Assets may be held in State Street's own
custody or in the custody of one or more other banks or trust
companies (including, without limitation, affiliates of State
Street) acting as Subcustodians as may be
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selected by State Street. Any such Subcustodian selected by
State Street must have the qualifications required for a
custodian under the 0000 Xxx. Xxxxx Xxxxxx will be responsible
to the applicable Portfolio for any loss, damage or expense
suffered or incurred by such Portfolio resulting from the
actions or omissions of any Subcustodians selected and
appointed by State Street (except Subcustodians appointed at
the request of Fund and as provided in Subsection 2 below) to
the same extent State Street would be responsible to Fund
hereunder if it committed the act or omission itself.
2. Upon request of Fund, State Street will contract with other
Subcustodians reasonably acceptable to State Street for
purposes of (a) effecting third-party repurchase transactions
with banks, brokers, dealers, or other entities through the
use of a common custodian or subcustodian, or (b) providing
depository and clearing agency services with respect to
certain variable rate demand note securities, or (c) for other
reasonable purposes specified by Fund; provided, however, that
State Street will be responsible to Fund for any loss, damage
or expense suffered or incurred by Fund resulting from the
actions or omissions of any such Subcustodian only to the same
extent such Subcustodian is responsible to State Street. Fund
may review State Street's contracts with such Subcustodians.
Q. FOREIGN CUSTODY MANAGER.
1. DELEGATION TO STATE STREET AS FCM. The Fund, pursuant to
resolution adopted by its Board of Trustees or Directors (the
"Board"), hereby delegates to State Street, subject to Section
(b) of Rule 17f-5 of the 1940 Act, the responsibilities set
forth in this Section Q with respect to Foreign Assets held
outside the United States, and State Street hereby accepts
such delegation, as FCM of each Portfolio.
2. DEFINITIONS. Capitalized terms in this Section Q 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 financial institutions such as any Mandatory
Securities Depositories 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, except that the term does not
include Mandatory Securities Depositories.
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"Foreign Assets" means any of the Portfolios' investments
(including foreign currencies) for which the primary market is
outside the United States and such cash and cash equivalents
in amounts deemed by Fund to be reasonably necessary to effect
the Portfolios' transactions in such investments.
"Foreign Custody Manager" or "FCM" has the meaning set forth
in section (a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign securities
depository or clearing agency that, either as a legal or
practical matter, must be used if the Fund determines to place
Foreign Assets in a country outside the United States (i)
because required by law or regulation; (ii) because securities
cannot be withdrawn from such foreign securities depository or
clearing agency; or (iii) because maintaining or effecting
trades in securities outside the foreign securities depository
or clearing agency is not consistent with prevailing or
developing custodial or market practices.
3. COUNTRIES COVERED. The FCM is responsible for performing the
delegated responsibilities defined below only with respect to
the countries and custody arrangements for each such country
listed on Exhibit B hereto, which may be amended from time to
time by the FCM. The FCM will list on Exhibit B the Eligible
Foreign Custodians selected by the FCM to maintain the assets
of each Portfolio. Mandatory Securities Depositories are
listed on Exhibit C hereto, which Exhibit C may be amended
from time to time by the FCM. The FCM will provide amended
versions of Exhibits B and C in accordance with subsection 7
of this Section Q.
Upon the receipt by the FCM of Instructions to open an
account, or to place or maintain Foreign Assets, in a country
listed on Exhibit B, and the fulfillment by the Fund of the
applicable account opening requirements for such country, the
FCM is deemed to have been delegated by the Board
responsibility as FCM with respect to that country and to have
accepted such delegation. Following the receipt of
Instructions directing the FCM to close the account of a
Portfolio with the Eligible Foreign Custodian selected by the
FCM in a designated country, the delegation by the Board to
State Street as FCM for that country is deemed to have been
withdrawn and State Street will immediately cease to be the
FCM of the Portfolio with respect to that country.
The FCM may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon
written notice to the Fund. Thirty days (or such longer period
as to which the parties agree in writing) after receipt of any
such notice by the Fund, State Street will have no further
responsibility as FCM to a Portfolio with respect to the
country as to which State Street's acceptance of delegation is
withdrawn.
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4. SCOPE OF DELEGATED RESPONSIBILITIES.
a. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to
the provisions of this Section Q, the FCM may place and
maintain the Foreign Assets in the care of the Eligible
Foreign Custodian selected by the FCM in each country
listed on Exhibit B, as amended from time to time.
In performing its delegated responsibilities as FCM to
place or maintain Foreign Assets with an Eligible
Foreign Custodian, the FCM will determine that the
Foreign Assets will be subject to reasonable care,
based on the standards applicable to custodians in the
country in which the Foreign Assets will be held by
that Eligible Foreign Custodian, after considering all
factors relevant to the safekeeping of such assets,
including, without limitation, those set forth in
Rule 17f-5(c)(1)(i) through (iv).
b. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The FCM
will determine that the contract (or the rules or
established practices or procedures in the case of an
Eligible Foreign Custodian that is a foreign securities
depository or clearing agency) governing the foreign
custody arrangements with each Eligible Foreign
Custodian selected by the FCM will provide reasonable
care for the Foreign Assets held by that Eligible
Foreign Custodian based on the standards applicable to
custodians in the particular country. Each such
contract will include the provisions set forth in Rule
17f-5(c)(2)(I)(A) through (F), or, in lieu of any or
all of the provisions set forth in said (A) through
(F), such other provisions that the FCM determines will
provide, in their entirety, the same or greater level
of care and protection for the Foreign Assets as the
provisions set forth in said (A) through (F) in their
entirety.
c. MONITORING. In each case in which the FCM maintains
Foreign Assets with an Eligible Foreign Custodian
selected by the FCM, the FCM will establish a system to
monitor (a) the appropriateness of maintaining the
Foreign Assets with such Eligible Foreign Custodian and
(b) the contract governing the custody arrangements
established by the FCM with the Eligible Foreign
Custodian. In the event the FCM determines that the
custody arrangements with an Eligible Foreign Custodian
it has selected are no longer appropriate, the FCM will
notify the Board in accordance with subsection 7 of
this Section Q.
5. GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For
purposes of this Section Q, the Board will be solely
responsible for considering and determining to accept such
Country Risk as is incurred by placing and
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maintaining the Foreign Assets in each country for which State
Street is serving as FCM of a Portfolio, and the Board will be
solely responsible for monitoring on a continuing basis such
Country Risk to the extent that the Board considers necessary
or appropriate. The Fund, on behalf of the Portfolios, and
State Street each expressly acknowledge that the FCM will not
be delegated any responsibilities under this Section Q with
respect to Mandatory Securities Depositories.
6. STANDARD OF CARE AS FCM OF A PORTFOLIO. In performing the
responsibilities delegated to it, the FCM agrees to exercise
reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of
management investment companies registered under the 1940 Act
would exercise.
7. REPORTING REQUIREMENTS. The FCM will 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 amended Exhibits B and C
at the end of the calendar quarter in which an amendment to
either Schedule has occurred. The FCM will make written
reports notifying the Board of any other material change in
the foreign custody arrangements of a Portfolio described in
this Section Q after the occurrence of the material change.
8. REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The FCM 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 State Street that the Board has
determined that it is reasonable for the Board to rely on
State Street to perform the responsibilities delegated
pursuant to this Agreement to State Street and as the FCM of
each Portfolio.
9. EFFECTIVE DATE AND TERMINATION OF STATE STREET AS FCM. The
Board's delegation to State Street as FCM of a Portfolio will
be effective as of the date hereof and will remain in effect
until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating
party. Termination will become effective thirty days after
receipt by the non-terminating party of such notice. The
provisions of subsection 3 of this Section Q govern the
delegation to and termination of State Street as FCM of the
Fund with respect to designated countries.
R. ACCOUNTS AND RECORDS PROPERTY OF FUND. State Street acknowledges
that all of the accounts and records maintained by State Street
pursuant hereto are the property of Fund, and will be made available
to Fund for inspection or reproduction within a reasonable period of
time, upon demand. State Street will assist Fund's independent
auditors, or upon the prior written approval of Fund, or upon
demand, any regulatory body, in any requested review of Fund's
accounts and records, provided that Fund
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will reimburse State Street for all expenses and employee time
invested in any such review outside of routine and normal periodic
reviews. Upon receipt from Fund of the necessary information or
instructions, State Street will supply information from the books
and records it maintains for Fund that Fund may reasonably request
for tax returns, questionnaires, periodic reports to shareholders
and such other reports and information requests as Fund and State
Street may agree upon from time to time.
S. ADOPTION OF PROCEDURES. State Street and Fund hereby adopt the Funds
Transfer Operating Guidelines attached hereto as Exhibit D. State
Street and Fund may from time to time adopt such additional
procedures as they agree upon, and State Street may conclusively
assume that no procedure approved or directed by Fund, Fund's or
Portfolio's accountants or other advisors conflicts with or violates
any requirements of the prospectus, bylaws and declaration of trust,
any applicable law, rule or regulation, or any order, decree or
agreement by which Fund may be bound.
T. ADVANCES. Fund will pay on demand any advance of cash or securities
made by State Street or any Subcustodian, in its sole discretion,
for any purpose (including but not limited to securities
settlements, purchase or sale of foreign exchange or foreign
exchange contracts and assumed settlement) for the benefit of any
Portfolio. Any such cash advance will be subject to an overdraft
charge at the rate set forth in the then-current fee schedule from
the date advanced until the date repaid. As security for each such
advance, Fund hereby grants State Street and such Subcustodian a
lien on and security interest in all Assets at any time held for the
account of the applicable Portfolio, including without limitation
all Assets acquired with the amount advanced. Should Fund fail to
promptly repay the advance, State Street and such Subcustodian may
utilize available cash and dispose of such Portfolio's Assets
pursuant to applicable law to the extent necessary to obtain
reimbursement of the amount advanced and any related overdraft
charges.
U. EXERCISE OF RIGHTS; TENDER OFFERS. Upon receipt of Instructions,
State Street will: (1) deliver warrants, puts, calls, rights or
similar securities to the issuer or trustee thereof, or to the agent
of such issuer or trustee, for the purpose of exercise or sale,
provided that the new Assets, if any, are to be delivered to State
Street; and (2) deposit securities upon invitations for tenders
thereof, provided that the consideration for such securities is to
be paid or delivered to State Street or the tendered securities are
to be returned to State Street.
V. FUND SHARES.
1. Fund will deliver to State Street Instructions with respect to
the declaration and payment of any dividend or other
distribution on the shares of capital stock of a Portfolio
("Fund Shares") by a Portfolio. On the date specified in such
Instruction, State Street will pay out of the monies held for
the account of the Portfolio, insofar as it is available for
such purposes, and credit to the account of the Dividend
Disbursing Agent for the Portfolio, the amount specified in
such Instructions.
13
2. Whenever Fund Shares are repurchased or redeemed by a
Portfolio, Portfolio or its agent will give State Street
Instructions regarding the aggregate dollar amount to be paid
for such shares. Upon receipt of such Instruction, State
Street will charge such aggregate dollar amount to the account
of the Portfolio and either deposit the same in the account
maintained for the purpose of paying for the repurchase or
redemption of Fund Shares or deliver the same in accordance
with such Instruction. State Street has no duty or
responsibility to determine that Fund Shares have been removed
from the proper shareholder accounts or that the proper number
of Fund Shares have been canceled and removed from the
shareholder records.
3. Whenever Fund Shares are purchased from Fund, Fund will
deposit or cause to be deposited with State Street the amount
received for such shares. State Street has no duty or
responsibility to determine that Fund Shares purchased from
Fund have been added to the proper shareholder account or that
the proper number of such shares have been added to the
shareholder records.
4. INSTRUCTIONS.
A. The term "Instructions", as used herein, means written (including
telecopied, telexed, or electronically transmitted) or oral
instructions which State Street reasonably believes were given by a
designated representative of Fund. Fund will deliver to State
Street, prior to delivery of any Assets to State Street and
thereafter from time to time as changes therein are necessary,
written Instructions naming one or more designated representatives
to give Instructions in the name and on behalf of Fund, which
Instructions may be received and accepted by State Street as
conclusive evidence of the authority of any designated
representative to act for Fund and may be considered to be in full
force and effect until receipt by State Street of notice to the
contrary. Unless such written Instructions delegating authority to
any person to give Instructions specifically limit such authority to
specific matters or require that the approval of anyone else will
first have been obtained, State Street will be under no obligation
to inquire into the right of such person, acting alone, to give any
Instructions whatsoever. If Fund fails to provide State Street any
such Instructions naming designated representatives, any
Instructions received by State Street from a person reasonably
believed to be an appropriate representative of Fund will constitute
valid and proper Instructions hereunder. The term "designated
representative" may include Fund's or a Portfolio's employees and
agents, including investment managers and their employees.
B. No later than the next business day immediately following each oral
Instruction, Fund will send State Street written confirmation of
such oral Instruction. At State Street's sole discretion, State
Street may record on tape, or otherwise, any oral Instruction
whether given in person or via telephone, each such recording
identifying the date and the time of the beginning and ending of
such oral Instruction. Prior to recording
14
such oral Instructions, State Street shall give the caller notice
that recording is taking place.
C. Fund will provide, upon State Street's request, a certificate signed
by an officer or designated representative of Fund, as conclusive
proof of any fact or matter required to be ascertained from Fund
hereunder. Fund will also provide State Street Instructions with
respect to any matter concerning this Agreement requested by State
Street. If State Street reasonably believes that it could not
prudently act according to the Instructions, or the instruction or
advice of Fund's or a Portfolio's accountants or counsel, it may in
its discretion, with notice to Fund, not act according to such
Instructions.
5. LIMITATION OF LIABILITY OF STATE STREET. State Street is not responsible
or liable for, and Fund will indemnify and hold State Street harmless from
and against, any and all costs, expenses, losses, damages, charges,
counsel fees (including without limitation, disbursements and the
allocable cost of in-house counsel), payments and liabilities which may be
asserted against or incurred by State Street or for which State Street may
be held to be liable, provided that in each case, State Street has acted
in good faith and with reasonable care, arising out of or attributable to:
A. State Street's action or failure to act pursuant hereto; provided
that State Street is not liable for consequential, special, or
punitive damages;
B. State Street's payment of money as requested by Fund, or the taking
of any action which might make it or its nominee liable for payment
of monies or in any other way; provided, however, that nothing
herein obligates State Street to take any such action or expend its
own monies in its sole discretion;
C. State Street's action or failure to act hereunder upon any
Instructions, advice, notice, request, consent, certificate or other
instrument or paper appearing to it to be genuine and to have been
properly executed, including any Instruction, communications, data
or other information received by State Street by means of the
Systems, as hereinafter defined, or any electronic system of
communication;
D. State Street's action or failure to act in good faith reliance on
the advice or opinion of counsel for Fund or of its own counsel with
respect to questions or matters of law, which advice or opinion may
be obtained by State Street at the expense of Fund, or on the
Instruction, advice or statements of any officer or employee of
Fund, or Fund's accountants or other authorized individuals, and
other persons believed by it in good faith to be expert in matters
upon which they are consulted;
E. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing, State
Street is under no duty or obligation to inquire into:
15
1. The validity of the issue of any securities purchased by or
for any Portfolio, or the legality of the purchase thereof or
of foreign currency positions, or evidence of ownership
required by Fund to be received by State Street, or the
propriety of the decision to purchase or the amount paid
therefore;
2. The legality of the sale of any securities or foreign currency
positions by or for any Portfolio, or the propriety of the
amount for which the same are sold; or
3. The legality of the issue or sale of any Fund Shares, or the
sufficiency of the amount to be received therefore, the
legality of the repurchase or redemption of any Fund Shares,
or the propriety of the amount to be paid therefore, or the
legality of the declaration of any dividend by Fund, or the
legality of the issue of any Fund Shares in payment of any
stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information provided to
State Street by or on behalf of a Portfolio, or the failure of Fund
to provide, or provide in a timely manner, any accounts, records, or
information needed by State Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including
without limitation Fund's failure to pay or reimburse State Street
under Section 5 hereof), Fund's negligence or willful misconduct, or
the failure of any representation or warranty of Fund hereunder to
be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used hereunder, by
Fund or by any person who acquires access to the Systems or such
other systems through the terminal device, passwords, access
instructions or other means of access to such Systems or such other
system which are utilized by, assigned to or otherwise made
available to Fund, except to the extent attributable to any
negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by State Street on behalf of a
Portfolio until actually received; provided, however, that State
Street will advise Fund promptly if it fails to receive any such
money in the ordinary course of business and will cooperate with
Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the
acts, omissions, defaults or insolvency of any broker, bank, trust
company, securities system or any other person with whom State
Street may deal; and
16
K. The failure or delay in performance of its obligations hereunder, or
those of any entity for which it is responsible hereunder, arising
out of or caused, directly or indirectly, by circumstances beyond
the affected entity's reasonable control, including, without
limitation: any interruption, loss or malfunction of any utility,
transportation, computer (hardware or software) or communication
service; inability to obtain labor, material, equipment or
transportation, or a delay in mails; governmental or exchange
action, statute, ordinance, rulings, regulations or direction, war,
strike, riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornadoes, acts
of God or public enemy, revolutions, or insurrection.
L. State Street will not confess any claim or settle or make any
compromise in any instance in which the Fund will be asked to
provide indemnification, except with the Fund's prior written
consent. Any amounts payable by the Fund under this Section 5 shall
be satisfied only against the assets of the Portfolio of the Fund
involved in the claim, demand, action or suit and not against the
assets of any other investment portfolio of the Fund.
6. COMPENSATION. In consideration for its services hereunder, Fund will pay
to State Street the compensation set forth in a separate fee schedule,
incorporated herein by reference, to be agreed to by Fund and State Street
from time to time, and upon reasonable demand, reimbursement for State
Street's cash disbursements and reasonable out-of-pocket costs and
expenses, including attorneys' fees and disbursements, incurred by State
Street in connection with the performance of services hereunder. State
Street may charge such compensation against monies held by it for the
account of the Portfolios. State Street will also be entitled to charge
against any monies held by it for the account of the Portfolios the amount
of any loss, damage, liability, advance, overdraft or expense for which it
is entitled to reimbursement from Fund, including but not limited to fees
and expenses due to State Street for other services provided to Fund by
State Street. State Street will be entitled to reimbursement by Fund for
the losses, damages, liabilities, advances, overdrafts and expenses of
Subcustodians only to the extent that (a) State Street would have been
entitled to reimbursement hereunder if it had incurred the same itself
directly, and (b) State Street is obligated to reimburse the Subcustodian
therefore.
7. TERM AND TERMINATION. This Agreement shall become effective on the date of
its execution and shall remain in full force and effect indefinitely from
the effective date unless either party terminates this Agreement by
written notice to the other party, such notice to be in writing, delivered
or mailed postage prepaid, to the other party. For State Street to
terminate this Agreement, State Street shall give at least one hundred
twenty (120) days' prior notice to the Fund. For the Fund to terminate
this agreement, the Fund shall give at least ninety (90) days prior notice
to the State Street. Termination of this Agreement with respect to any
given Portfolio shall in no way affect the continued validity of this
Agreement with respect to any other Portfolio. Upon termination hereof:
A. Fund will pay State Street its fees and compensation due hereunder
and its reimbursable disbursements, costs and expenses paid or
incurred to such date;
17
B. Fund will designate a successor custodian by Instruction to State
Street. In the event no such Instruction has been delivered to State
Street on or before the date when such termination becomes
effective, then State Street may, at its option, (i) choose as
successor custodian a bank or trust company meeting the
qualifications for custodian set forth in the 1940 Act and having
not less than Two Million Dollars ($2,000,000) aggregate capital,
surplus and undivided profits, as shown by its last published
report, or (ii) apply to a court of competent jurisdiction for the
appointment of a successor or other proper relief, or take any other
lawful action under the circumstances; provided, however, that Fund
will reimburse State Street for its costs and expenses, including
reasonable attorney's fees, incurred in connection therewith; and
C. State Street will, upon payment of all sums due to State Street from
Fund hereunder or otherwise, deliver at State Street's office all
Assets, duly endorsed and in form for transfer, to the successor
custodian, or as specified by the court. State Street will cooperate
in effecting changes in book-entries at all Depositories. Upon
delivery to a successor or as specified by the court, State Street
will have no further obligations or liabilities hereunder.
Thereafter such successor will be the successor hereunder and will
be entitled to reasonable compensation for its services.
In the event that Assets remain in the possession of State Street after
the date of termination hereof for any reason other than State Street's
failure to deliver the same, State Street is entitled to compensation as
provided in the then-current fee schedule for its services during such
period, and the provisions hereof relating to the duties and obligations
of State Street will remain in full force and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed to
Fund at the address set forth above, or at such other address as Fund may
have designated to State Street in writing, will be deemed to have been
properly given to Fund hereunder. Notices, requests, Instructions and
other writings addressed to State Street at 000 Xxxxxxxxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, Attention: Custody Department, or to such other address as
it may have designated to Fund in writing, will be deemed to have been
properly given to State Street hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
A. If State Street provides Fund direct access to the computerized
custody recordkeeping and accounting systems used by State Street
("Systems") or if State Street and Fund agree to utilize any
electronic system of communication, Fund agrees to implement and
enforce appropriate security policies and procedures to prevent
unauthorized or improper access to or use of the Systems or such
other system.
B. Fund will preserve the confidentiality of the Systems and the tapes,
books, reference manuals, instructions, records, programs,
documentation and information of, and other materials relevant to,
the Systems and the business of State Street or its affiliates
("Confidential Information"). Fund agrees that it will not
voluntarily
18
disclose any such Confidential Information to any other person other
than its own employees who reasonably have a need to know such
information pursuant hereto. Fund will return all such Confidential
Information to State Street upon termination or expiration hereof.
C. Fund has been informed that the Systems are licensed for use by
State Street and its affiliates from one or more third parties
("Licensors"), and Fund acknowledges that State Street and Licensors
have proprietary rights in and to the Systems and all other State
Street or Licensor programs, code, techniques, know-how, data bases,
supporting documentation, data formats, and procedures, including
without limitation any changes or modifications made at the request
or expense or both of Fund (collectively, the "Protected
Information"). Fund acknowledges that the Protected Information
constitutes confidential material and trade secrets of State Street
and Licensors. Fund will preserve the confidentiality of the
Protected Information, and Fund hereby acknowledges that any
unauthorized use, misuse, disclosure or taking of Protected
Information, residing or existing internal or external to a
computer, computer system, or computer network, or the knowing and
unauthorized accessing or causing to be accessed of any computer,
computer system, or computer network, may be subject to civil
liabilities and criminal penalties under applicable law. Fund will
so inform employees and agents who have access to the Protected
Information or to any computer equipment capable of accessing the
same. Licensors are intended to be and are third party beneficiaries
of Fund's obligations and undertakings contained in this Section.
D. Fund hereby represents and warrants to State Street that it has
determined to its satisfaction that the Systems are appropriate and
suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS. STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE
WARRANTIES EXPRESSLY STATED HEREIN.
E. State Street will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available state
of the art technology to offer products that are reasonably free
from material and serious defects. State Street will make the
changes to its products at no cost to the Fund and in a commercially
reasonable time frame and will require third-party suppliers to do
likewise.
Similarly, Fund will take reasonable steps to ensure that its
electronic systems reflect the available state of the art technology
and are reasonably free from material and serious defects, and if
any changes are required, Fund will make the changes to its systems
at no cost to State Street and in a commercially reasonable time
frame.
10. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio, the
following provisions apply:
19
A. Each Portfolio will be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the context
otherwise requires, with respect to every transaction covered
hereby, every reference herein to Fund is deemed to relate solely to
the particular Portfolio to which such transaction relates. Under no
circumstances will the rights, obligations or remedies with respect
to a particular Portfolio constitute a right, obligation or remedy
applicable to any other Portfolio. The use of this single document
to memorialize the separate agreement as to each Portfolio is
understood to be for clerical convenience only and will not
constitute any basis for joining the Portfolios for any reason.
B. Fund may appoint State Street as its custodian for additional
Portfolios from time to time by written notice, provided that State
Street consents to such addition. Rates or charges for each
additional Portfolio will be as agreed upon by State Street and Fund
in writing.
11. MISCELLANEOUS.
A. This Agreement will be construed according to, and the rights and
liabilities of the parties hereto will be governed by, the laws of
the Commonwealth of Massachusetts without reference to the choice of
laws principles thereof.
B. All terms and provisions hereof will be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 9 hereof are intended to
and will continue after and survive the expiration, termination or
cancellation hereof.
D. No provisions hereof may be amended or modified in any manner except
by a written agreement properly authorized and executed by each
party hereto.
E. The failure of either party to insist upon the performance of any
terms or conditions hereof or to enforce any rights resulting from
any breach of any of the terms or conditions hereof, including the
payment of damages, will not be construed as a continuing or
permanent waiver of any such terms, conditions, rights or
privileges, but the same will continue and remain in full force and
effect as if no such forbearance or waiver had occurred. No waiver,
release or discharge of any party's rights hereunder will be
effective unless contained in a written instrument signed by the
party sought to be charged.
F. The captions herein are included for convenience of reference only,
and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
20
G. This Agreement may be executed in two or more counterparts, each of
which is deemed an original but all of which together constitute one
and the same instrument.
H. If any provision hereof is determined to be invalid, illegal, in
conflict with any law or otherwise unenforceable, the remaining
provisions hereof will be considered severable and will not be
affected thereby, and every remaining provision hereof will remain
in full force and effect and will remain enforceable to the fullest
extent permitted by applicable law.
I. The benefits of this Agreement may not be assigned by either party
nor may either party delegate all or a portion of its duties
hereunder without the prior written consent of the other party.
Notwithstanding the foregoing, Fund agrees that State Street may
delegate all or a portion of its duties to an affiliate of State
Street, provided that such delegation will not reduce the
obligations of State Street under this Agreement.
J. Neither the execution nor performance hereof will be deemed to
create a partnership or joint venture by and between State Street
and Fund or any Portfolio.
K. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties
hereto and any actions taken or omitted by either party hereunder
will not affect any rights or obligations of the other party
hereunder.
L. Notice is hereby given that a copy of Fund's declaration of trust
and all amendments thereto is on file with the Secretary of State of
the state of its organization; that this Agreement has been executed
on behalf of Fund by the undersigned duly authorized representative
of Fund in his/her capacity as such and not individually; and that
the obligations of this Agreement are binding only upon the assets
and property of Fund and not upon any trustee, officer of
shareholder of Fund individually.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
STATE STREET BANK AND TRUST FIRSTHAND FUNDS
COMPANY
By: By:
--------------------------- ---------------------------
Title: Title:
------------------------ ------------------------
21
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE
FOREIGN--Income will be credited contractually on pay day in the markets noted
with Contractual Income Policy. The markets noted with Actual income policy will
be credited income when it is received.
----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
MARKET INCOME POLICY MARKET INCOME POLICY MARKET INCOME POLICY
-----------------------------------------------------------------------------------------------------------------------------
Argentina Actual Hong Kong Contractual Poland Actual
----------------------------------------------------------------------------------------------------------------------------
Australia Contractual Hungary Actual Portugal Contractual
----------------------------------------------------------------------------------------------------------------------------
Austria Contractual India Actual Russia Actual
----------------------------------------------------------------------------------------------------------------------------
Bahrain Actual Indonesia Actual Singapore Contractual
----------------------------------------------------------------------------------------------------------------------------
Bangladesh Actual Ireland Actual Slovak Republic Actual
----------------------------------------------------------------------------------------------------------------------------
Belgium Contractual Israel Actual South Africa Actual
----------------------------------------------------------------------------------------------------------------------------
Bermuda Actual Italy Contractual South Korea Actual
----------------------------------------------------------------------------------------------------------------------------
* Bolivia Actual Ivory Coast Actual Spain Contractual
----------------------------------------------------------------------------------------------------------------------------
Botswana Actual * Jamaica Actual Sri Lanka Actual
----------------------------------------------------------------------------------------------------------------------------
Brazil Actual Japan Contractual Swaziland Actual
----------------------------------------------------------------------------------------------------------------------------
Canada Contractual Jordan Actual Sweden Contractual
----------------------------------------------------------------------------------------------------------------------------
Chile Actual Kenya Actual Switzerland Contractual
----------------------------------------------------------------------------------------------------------------------------
China Actual Lebanon Actual Taiwan Actual
----------------------------------------------------------------------------------------------------------------------------
Colombia Actual Luxembourg Actual Thailand Actual
----------------------------------------------------------------------------------------------------------------------------
Cyprus Actual Malaysia Actual * Trinidad & Actual
Tobago
----------------------------------------------------------------------------------------------------------------------------
Czech Republic Actual Mauritius Actual * Tunisia Actual
----------------------------------------------------------------------------------------------------------------------------
Denmark Contractual Mexico Actual Turkey Actual
----------------------------------------------------------------------------------------------------------------------------
Ecuador Actual Morocco Actual UnitedKingdom Contractual
----------------------------------------------------------------------------------------------------------------------------
Egypt Actual Namibia Actual United States See Attached
----------------------------------------------------------------------------------------------------------------------------
**Euroclear Contractual/ Netherlands Contractual Uruguay Actual
Actual
----------------------------------------------------------------------------------------------------------------------------
Euro CDs Actual New Zealand Contractual Venezuela Actual
----------------------------------------------------------------------------------------------------------------------------
Finland Contractual Norway Contractual Zambia Actual
----------------------------------------------------------------------------------------------------------------------------
France Contractual Oman Actual Zimbabwe Actual
----------------------------------------------------------------------------------------------------------------------------
Germany Contractual Pakistan Actual
----------------------------------------------------------------------------------------------------------------------------
Ghana Actual Peru Actual
----------------------------------------------------------------------------------------------------------------------------
Greece Actual Philippines Actual
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
* Market is not 17F-5 eligible
** For Euroclear, contractual income paid only in markets listed with
Income Policy of Xxxxxxxxxxx.
00
XXXXXX XXXXXX--
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
INCOME TYPE DTC FED PTC PHYSICAL
-----------------------------------------------------------------------------------------------------------------------------------
Dividends Contractual N/A N/A Actual
-----------------------------------------------------------------------------------------------------------------------------------
Fixed Rate Interest Contractual Contractual N/A Actual
-----------------------------------------------------------------------------------------------------------------------------------
Variable Rate Interest Contractual Contractual N/A Actual
-----------------------------------------------------------------------------------------------------------------------------------
GNMA I N/A N/A Contractual PD +1 N/A
-----------------------------------------------------------------------------------------------------------------------------------
GNMA II N/A N/A Contractual PD *** N/A
-----------------------------------------------------------------------------------------------------------------------------------
Mortgages Actual Contractual Contractual Actual
-----------------------------------------------------------------------------------------------------------------------------------
Maturities Actual Contractual N/A Actual
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Exceptions to the above Contractual Income Policy include securities that
are:
< Involved in a trade whose settlement either failed, or is pending
over the record date, (excluding the United States);
< On loan under a self directed securities lending program other than
State Street's own vendor lending program;
< Known to be in a condition of default, or suspected to present a
risk of default or payment delay;
< In the asset categories, without limitation, of Private Placements,
Derivatives, Options, Futures, CMOs, and Zero Coupon Bonds.
< Securities whose amount of income and redemption cannot be
calculated in advance of payable date, or determined in advance of
actual collection, examples include ADRs;
< Payments received as the result of a corporate action, not limited
to, bond calls, mandatory or optional puts, and tender offers.
*** For GNMA II securities, if the 19th day of the month is a business
day, Payable/Distribution Date is the next business day. If the 19th is not a
business day, but the 20th is a business day, Payable/Distribution date is the
first business day after the 20th. If both the 19th and 20th are not business
days, Payable/Distribution will be the next business day thereafter.
23
EXHIBIT B
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain The British Bank of the Middle East (as delegate of the --
Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada State Street Trust Company Canada --
Chile Citibank, N.A. --
People's The Hongkong and Shanghai Banking Corporation --
Republic of Limited, Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --
Costa Rica Banco BCT S.A. --
Croatia Privredana Banka Zagreb d.d --
Cyprus The Cyprus Popular Bank Ltd. --
Czech Ceskoslovenska Obchodni Banka, A.S. --
Republic
Denmark Den Danske Bank --
24
EXHIBIT B
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Ecuador Citibank, N.A. --
Egypt Egyptian British Bank --
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Estonia Hansabank --
Finland Xxxxxx Bank Plc --
France Paribas, S.A. --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Rt. --
Iceland Icebank Ltd. --
India Deutsche Bank AG --
The Hongkong and Shanghai Banking
Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Paribas, S.A. --
Ivory Coast Societe Generale de Banques en Cote d'Ivoire --
Jamaica Scotiabank Jamaica Trust and Merchant Bank, Ltd. --
Japan The Fuji Bank Limited Japan Securities Depository
The Sumitomo Bank, Limited Center (JASDEC)
25
EXHIBIT B
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Jordan British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of The Hongkong and Shanghai Banking --
Korea Corporation Limited
Latvia A/s Hansabank --
Lebanon British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank Malaysia Berhad
--
Mauritius The Hongkong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A.
--
Morocco Banque Commerciale du Maroc
--
Namibia (via) Standard Bank of South Africa
--
Netherlands MeesPierson N.V.
--
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse, ASA --
Oman The British Bank of the Middle East(as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Palestine British Bank of the Middle East (as delegate of the --
Hongkong and Shanghai Banking Corporation Limited)
Peru Citibank, N.A. --
26
EXHIBIT B
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Philippines Standard Chartered Bank --
Poland Citibank (Poland) S.A. --
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, AO, Moscow --
(as delegate of Credit Suisse First Boston, Zurich)
Singapore The Development Bank of Singapore Ltd. --
Slovak Ceskoslovenska Obchodna Banka A.S. --
Republic
Slovenia Banka Austria d.d. --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander Central Hispano, S.A. --
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited --
Swaziland Standard Bank Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AG --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A. --
Ukraine ING Bank, Ukraine --
27
EXHIBIT B
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
United State Street Bank and Trust Company, --
Kingdom London Branch
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
Vietnam The Hongkong and Shanghai --
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
28
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH
USE IS MANDATORY AS A MATTER OF LAW OR EFFECTIVELY
MANDATORY AS A MATTER OF MARKET PRICE
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited;
-Reserve Bank Information and Transfer System
Austria -Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium -Caisse Interprofessionnelle de Depots et de Virement
de Titres S.A.;
-Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidacao e
Bulgaria -Central Depository AD
-Bulgarian National Bank
Canada -The Canadian Depository for Securities Limited
Chile -Deposito Central de Valores S.A.
People's Republic -Shanghai Securities Central Clearing and
of China Registration Corporation;
-Shenzhen Securities Central Clearing Co., Ltd.
Colombia -Deposito Centralizado de Valores
Costa Rica -Central de Valores S.A.
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic --Stredisko cennych papiru;
-Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central
Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation
des Valeurs Mobilieres
Germany -The Deutscher Borse Clearing AG
29
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH
USE IS MANDATORY AS A MATTER OF LAW OR EFFECTIVELY
MANDATORY AS A MATTER OF MARKET PRICE
Greece -The Central Securities Depository (Apothetirion
Titlon AE)
Hong Kong -The Central Clearing and Settlement System;
-Central Money Markets Unit
Hungary -Kozponti Elszamolohaz es Ertekatr (Budapest) Rt.
(KELER) [MANDATORY FOR GOV'T BONDS AND
DEMATERIALIZED EQUITIES ONLY; SSB DOES NOT USE FOR
OTHER SECURITIES]
India -The National Securities Depository Limited
-Reserve Bank of India
Indonesia -Bank Indonesia
-PT Kustodian Sentral Efek Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement
Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.;
-Bank of Israel (As part of the TASE Clearinghouse
system)
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Ivory Coast -Depositaire Central - Banque de Reglement
Jamaica -Jamaica Central Securities Depository
Japan -Bank of Japan Net System
Kenya -Central Bank of Kenya
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
(MIDCLEAR) X.X.X.; - The Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -The Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading
and Safekeeping Systems
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH
USE IS MANDATORY AS A MATTER OF LAW OR EFFECTIVELY
MANDATORY AS A MATTER OF MARKET PRICE
Mauritius -The Central Depository & Settlement Co. Ltd.
Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el
Deposito de Valores);
Morocco -Maroclear
The Netherlands -Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V. (NECIGEF)
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of
Securities)
Oman -Muscat Securities Market Depository & Securities
Registration Company
Pakistan -Central Depository Company of Pakistan Limited;
state Bank of Pakistan
Palestine -The Palestine Stock Exchange
Peru -Caja de Valores y Liquidaciones S.A.
Philippines -The Philippines Central Depository Inc.
-The Registry of Scripless Securities (XXXX) of the
Bureau of the Treasury
Poland -The National Depository of Securities (Krajowy
Depozyt Papierow Wartos'ciowych);
-Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and
Depository Co.;
-Bucharest Stock Exchange Registry Division;
-National Bank of Romania
Singapore -Central Depository (Pte)Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko cennych papierov SR Bratislava, a.s.;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna Xxxxxx x.x.
South Africa -The Central Depository Limited
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH
USE IS MANDATORY AS A MATTER OF LAW OR EFFECTIVELY
MANDATORY AS A MATTER OF MARKET PRICE
Spain -Servicio de Compensacion y Liquidacion de Valores,
S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
Sri Lanka -Central Depository System (Pvt) Limited
Sweden -Vardepapperscentralen VPC AB (the Swedish Central
Securities Depository)
Switzerland -SIS SegaIntersettle
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company,
Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de
Compensation et de Depot de Valeurs Mobilieres
Turkey -Takas ve Saklama Bankasi A.S. (TAKASBANK)
-Central Bank of Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office; The
Central Moneymarkets Office
Venezuela -Central Bank of Venezuela
Zambia -XxXX Central Shares Depository Limited
-Bank of Zambia
32
EXHIBIT D -- FUNDS TRANSFER OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: State Street Bank and Trust Company and
affiliates ("SSB") is authorized to promptly debit Client's account(s) upon the
receipt of a payment order in compliance with any of the Security Procedures
chosen by the Client, from those offered on the attached selection form (and any
updated selection forms hereafter executed by the Client), for funds transfers
and in the amount of money that SSB has been instructed to transfer. SSB is
hereby instructed to accept funds transfer instructions only via the delivery
methods and Security Procedures indicated on the attached selection form (and
any updated selection forms hereafter executed by the Client). 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 SSB
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 SSB. SSB shall execute payment orders in compliance with the selected
Security Procedures and with the Client's/Investment Manager'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. SSB will use reasonable efforts to execute on the execution date
payment orders received after the customary deadline, but if it is unable to
execute any such payment order on the execution date, such payment order will be
deemed to have been received on the next business day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by SSB.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to SSB. The
Client must notify SSB 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. SSB shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: SSB 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 SSB 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. SSB 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: SSB 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 SSB's receipt of such payment order;
(b) if initiating such payment order would cause SSB, in SSB's sole judgment, to
exceed any applicable volume, aggregate dollar, network, time, credit or similar
limits upon wire transfers; or (c) if SSB, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: SSB shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the selected Security Procedures provided that such requests are received
in sufficient time to afford SSB a reasonable opportunity to act prior to
executing the payment order. However, SSB assumes no liability if the request
for amendment or cancellation cannot be satisfied by SSB's reasonable efforts.
6. ERRORS: SSB shall assume no responsibility for failure to detect any
erroneous payment order provided that SSB complies with the payment order
instructions as received and SSB complies with the selected Security Procedures.
The Security Procedures are established for the purpose of authenticating
payment orders only and not for the detection of errors in payment orders.
7. INTEREST AND LIABILITY LIMITS: SSB shall assume no responsibility for
lost interest with respect to the refundable amount of any unauthorized payment
order, unless SSB is notified of the unauthorized payment order within thirty
(30) days of notification by SSB of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
SSB be liable for special, indirect or consequential damages, even if advised of
the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS:
When the 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 Mid-America Payment Exchange or other similar body, SSB or
its agent will act as an Originating Depository Financial Institution and/or
Receiving Depository Financial Institution, as the case may be, with respect to
such entries. Credits given with respect to an ACH credit entry are provisional
until final settlement for such entry is received from the Federal Reserve Bank.
If such final settlement is not received, the Client agrees to promptly refund
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. CONFIRMATIONS: Confirmation of SSB's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through SSB's
account statements, advices, information systems, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within
30 days.
10. MISCELLANEOUS: SSB may use the Federal Reserve System Fedwire to execute
payment orders, and any payment order carried in whole or in part through
Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. SSB and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of SSB 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.
33
SECURITY PROCEDURES SELECTION FORM
Please select at least two 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.
SELECTION OF THIS SECURITY PROCEDURE WOULD BE MOST APPROPRIATE FOR
EXISTING SWIFT MEMBERS.
[] REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer
(CPU-CPU) data communications between the Client and/or its agent and SSB
and/or its agent. Security procedures include encryption and/or the use of
a test key by those individuals authorized as Automated Batch Verifiers or
a callback procedure to those individuals.
CLIENTS SELECTING THIS OPTION SHOULD HAVE AN EXISTING FACILITY FOR
COMPLETING CPU-CPU TRANSMISSIONS. THIS DELIVERY MECHANISM IS TYPICALLY
USED FOR HIGH-VOLUME BUSINESS SUCH AS SHAREHOLDER REDEMPTIONS AND DIVIDEND
PAYMENTS.
[] AUTOMATED CLEARING HOUSE (ACH)
SSB or its agent receives an automated transmission 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. The transmission is sent from the
Client's or its agent's system to SSB's or its agent's system with
encryption.
[] REPETITIVE WIRES
For situations where funds are transferred periodically 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 $10 million limit.
If the payment order exceeds the $10 million limit, the instruction will
be confirmed by Telephone Confirmation (Call Back) or Test Key prior to
execution. Repetitive wire instructions must be reconfirmed annually.
Clients may establish Repetitive Wires by following the agreed upon
security procedures as described by Telephone Confirmation (Call Back) or
Test Key.
THIS ALTERNATIVE IS RECOMMENDED WHENEVER FUNDS ARE FREQUENTLY TRANSFERRED
BETWEEN THE SAME TWO ACCOUNTS. IF THIS OPTION IS SELECTED, CHOOSE EITHER
TELEPHONE CONFIRMATION OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE
WHEN OVER $10 MILLION.
[] STANDING INSTRUCTIONS
Funds are transferred by SSB to a counter party on the Client's
established list of authorized counter parties. Only the date and the
dollar amount are variable. Clients may establish Standby Instructions by
following the agreed upon security procedures as described by Telephone
Confirmation (Call Back) or Test Key. Additional paperwork will be
required from insurance Clients using 1031 drawdowns.
THIS OPTION IS USED FOR TRANSACTIONS THAT INCLUDE BUT ARE NOT LIMITED TO
FOREIGN EXCHANGE CONTRACTS, TIME DEPOSITS AND TRI-PARTY REPURCHASE
AGREEMENTS. IF THIS OPTION IS SELECTED, CHOOSE EITHER TELEPHONE
CONFIRMATION OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE WHEN OVER $10
MILLION.
[] TELEPHONE CONFIRMATION (CALL BACK)
This procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of
the payment order, 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. PLEASE COMPLETE THE
TELEPHONE CONFIRMATION INSTRUCTIONS ATTACHED AS A SCHEDULE HERETO.
[] TEST KEY
Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. SSB will provide
test keys if this option is chosen. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of
the payment order, will authenticate the test key provided with the
corresponding test key at SSB.
SELECTION OF THIS ALTERNATIVE IS APPROPRIATE FOR CLIENTS WHO DO NOT HAVE
THE CAPABILITY TO USE OTHER SECURITY PROCEDURES.
The individual signing below must be authorized to sign contract on behalf of
the client. The execution of payment orders under the selected Security
Procedures is governed by the Funds Transfer Operating Guidelines, which are
incorporated by reference.
CLIENT
By:
--------------------------------------
Authorized Signature
------------------------------------------
Type or Print Name
------------------------------------------
Title
------------------------------------------
Date
34
SCHEDULE TO FUNDS TRANSFER OPERATING GUIDELINES
AND SECURITY PROCEDURES SELECTION FORM
CLIENT/INVESTMENT MANAGER:
-----------------------------------------------------
Company Name
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
TELEPHONE CONFIRMATION INSTRUCTIONS
Authorized Initiators (Please Type or Print) - Please provide a listing of your
staff members who are currently authorized to INITIATE wire transfer
instructions:
NAME TITLE SPECIMEN SIGNATURE
------------------------- ------------------------- --------------------------
------------------------- ------------------------- --------------------------
------------------------- ------------------------- --------------------------
------------------------- ------------------------- --------------------------
------------------------- ------------------------- --------------------------
Authorized Verifiers (Please Type or Print) - Please provide a listing of your
staff members 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)
------------------------- ------------------------- --------------------------
------------------------- ------------------------- --------------------------
------------------------- ------------------------- --------------------------
------------------------- ------------------------- --------------------------
------------------------- ------------------------- --------------------------
35
SCHEDULE A
LISTING OF PORTFOLIOS AS OF APRIL 30, 2000
THE TECHNOLOGY VALUE FUND
THE TECHNOLOGY LEADERS FUND
THE TECHNOLOGY INNOVATORS FUND
THE COMMUNICATIONS FUND-TM-
THE E-COMMERCE FUND-TM-
36
