AMENDMENT
Amendment made as of May 16, 2001 to that certain Master Custody
Agreement dated as of February 16, 1996, as thereafter amended, between each of
the investment companies listed on Schedule 1 hereto (each, a "Fund") and The
Bank of New York ("Custodian") (such Master Custody Agreement hereinafter
referred to as the "Custody Agreement").
W I T N E S S E T H :
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as
amended (the "Rule"), was adopted on June 12, 2000 by the Securities and
Exchange Commission;
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement
to conform with the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows:
A. The following new Article is hereby added to the Custody Agreement:
Foreign Depositories
1. As used in this Article, the term "Foreign Depository" shall mean (a)
Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible
Securities Depository as defined in Rule 17f-7 under the Investment Company Act
of 1940, as amended (the "Rule"), identified by Custodian to the Fund or its
investment adviser(s) ("Adviser") from time to time, and (d) the respective
successors and nominees of the foregoing.
2. Notwithstanding any other provision in this Agreement, the Fund hereby
represents and warrants, which representations and warranties shall be
continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Oral Instructions, Instructions, or Written
Instructions, as the case may be, that the Fund or its Adviser has determined
that the custody arrangements of each Foreign Depository provide reasonable
safeguards against the custody risks associated with maintaining assets with
such Foreign Depository within the meaning of the Rule.
3. With respect to each Foreign Depository, Custodian shall exercise reasonable
care, prudence, and diligence such as a person having responsibility for the
safekeeping of the Fund's Foreign Assets (as defined in the Rule) would
exercise: (i) to provide the Fund or Adviser with an analysis of the custody
risks associated with maintaining assets with the Foreign Depository, and (ii)
to monitor such custody risks on a continuing basis and promptly notify the Fund
or Adviser of any material change in such risks. The Fund acknowledges and
agrees that such analysis and monitoring shall be made on the basis of, and
limited by, information gathered from Subcustodians or through publicly
available information otherwise obtained by Custodian, and shall not include any
evaluation of Country Risks. As used herein the term "Country Risks" shall mean
with respect to any Foreign Depository: (a) the financial infrastructure of the
country in which it is organized, (b) such country's prevailing settlement
practices, (c) nationalization, expropriation or other governmental actions, (d)
such country's regulation of the banking or securities industry, (e) currency
controls, restrictions, devaluations or fluctuations, and (f) market conditions
which affect the orderly execution of securities transactions or affect the
value of securities.
B. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts, shall,
together, constitute only one amendment.
IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment
to be executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.
EACH INVESTMENT COMPANY LISTED ON
SCHEDULE 1 HERETO
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
Tax Identification No:
THE BANK OF NEW YORK
By: /s/ Xxx X. Xxxxxx
Title: Xxx X. Xxxxxx
Vice President
