EXHIBIT 23(g)(3)
FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
THIS GLOBAL CUSTODY ADDENDUM ("ADDENDUM"), dated as of April __, 2002,
by and between MARKET STREET FUND, a business trust organized under the laws of
the State of Delaware, (the "Trust"), and FIFTH THIRD BANK, a banking
corporation organized pursuant to the laws of the State of Ohio, ("Custodian"),
is made as an addendum to the Custody Agreement, dated April 1, 2002 (the
"Custody Agreement"), between the Trust and Custodian;
WHEREAS, Custodian has been appointed by the Trust as the Custodian of
the assets of the portfolios of the Trust and the Trust desires to establish one
or more custody accounts through Custodian for global custody;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and covenants contained herein, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, the capitalized terms
have the meanings as defined in the Custody Agreement.
2. Appointment of Custodian as Global Custodian. Custodian is hereby
authorized and directed to, and shall, open and maintain one or more custody
accounts (each, the "Account" or collectively, the "Accounts") in such name or
names as Trust may, from time to time, direct; and will accept, in accordance
with the terms hereof, all cash and currency (collectively referred to herein as
"Cash") and all securities, instruments and other intangible assets as may be
agreed upon by Custodian and Trust which shall from time to time be delivered to
or received by it or any sub-custodian in the United States or in a country
approved by Trust for deposit in or otherwise held in the Account (collectively
referred to herein as "Securities") (Cash and Securities are collectively
referred to herein as "Assets"). Custodian assumes no obligation to review
investments in the Account or to recommend the purchase, retention or sale of
any Assets unless provided for by a separate written agreement between the
parties. Custodian may delegate its global custody duties to a sub-custodian
(the "Sub-custodian") in accordance with the Foreign Custody Manager Agreement
attached hereto and incorporated by reference.
3. Maintenance of Assets Outside the United States. The Trust hereby
authorizes and instructs the Custodian to employ as sub-custodians, for the
Portfolios' Assets maintained outside the United States, the foreign banking
institutions and foreign securities depositories designated by the Foreign
Custody Manager as the Trust's delegate, (Foreign Sub-custodians). The Custodian
shall cease the employment of any one or more such Foreign Sub-custodians for
maintaining custody of the Portfolios' Assets as required pursuant to the
Foreign Custody Manager Agreement (or upon Proper Instructions from the Trust or
its delegate if the Foreign Custody Manager Agreement is no longer in effect).
Custodian shall notify (in writing) the Trust of any such amendment.
4. Foreign Sub-Custodians. Assets of the Trust shall at all times be
maintained in custody of an "Eligible Foreign Custodian" as defined in the 1940
Act or the rules and regulations promulgated thereunder. With respect to holding
Assets with an Eligible Foreign Custodian, it is expressly understood and agreed
that:
(a) Custodian will endeavor, to the extent feasible, to hold
Securities in the country or other jurisdiction in which the
principal trading market for such Securities is located, where
such Securities are to be presented for cancellation and/or
payment and/or registration, or where such Securities are
acquired;
(b) Cash which is maintained in a foreign country will be in
any currency which may be legally held in such country and may
be held in non-interest bearing accounts;
(c) Foreign Sub-custodians may hold Securities in central
securities depositories or clearing agencies in which such
participates to the extent permitted under the 1940 Act;
(d) The Custodian shall identify on its books as belonging to
each applicable Portfolio of the
Trust, the foreign securities of such Portfolios held by each
Foreign Sub-custodian. Unless otherwise required by local law
or practice, a particular sub-custodian agreement, or
expressly instructed by the Trust, Assets deposited with a
Foreign Sub-custodian will be held in a commingled account in
the name of Custodian or its designee Sub-custodian as
custodian for its customers;
(e) Settlement of and payment for Securities received for, and
delivered from the Account may be made in accordance with the
customary or established securities trading or securities
processing practices and procedures in the jurisdiction or
market in which the transaction occurs, including without
limitation, the delivery of Securities to a purchaser, broker,
dealer or their prospective agents either against a receipt
for future payment or without any payment (so-called "free
delivery"); and
(f) The Trust is solely responsible for the payment of and the
reclamation, where applicable, of taxes. Custodian will,
however, cooperate with the Trust in connection with the
Trust's payment or reclamation of taxes and shall make the
necessary filings in connection with obtaining tax exemptions
and tax reclamations which are available to the Trust.
5. Powers of Custodian.
(a) General Powers. Subject to and in accordance with Proper
Instructions from the Trust, or its delegated Foreign Custody Manager,
Custodian, as the Trust's agent, and for the account and risk of the Trust, is
hereby authorized and empowered, with respect to Securities held outside the
United States with Foreign Sub-custodians, to authorize and empower Foreign
Sub-custodians to:
(i) receive and deliver Assets;
(ii) receive all payments of principal, interest, dividends
and other income and distributions payable with respect to
Assets;
(iii) exchange Securities in temporary or bearer form for
Securities in definitive or registered form; effect an
exchange of shares where the par value of stock is changed;
and surrender Securities at maturity or earlier when advised
of a call for redemption (provided, however, that Custodian
shall not be liable for failure to so exchange or surrender
any security or take other action (A) if notice of such
exchange or call for redemption or other action was not
actually received by Custodian from the issuer (with respect
to Securities issued in the United States) or from one of the
nationally or internationally recognized bond or corporate
action services to which Custodian subscribes or from the
Trust or (B) if, at the time of deposit, any Security so
deposited is subject to call, exchange, redemption or similar
action, unless specifically instructed to do so by Trust);
(iv) hold Assets (A) in its vaults, (B) at a domestic or
foreign entity that provides handling, clearing or safekeeping
service, (C) with issuer in non-certificated form, (D) on
Federal Book Entry at the Federal Reserve Bank or (E) with the
prior approval of the Trust at any other location;
(v) register and/or hold Assets in the name of any nominee of
Custodian or its Foreign Sub-custodians or any of their
respective nominees or any authorized agent, subsidiary or
other entity, including (without limiting the generality of
the foregoing) the nominee of any central depository, clearing
corporation or other entity with which securities may be
deposited (and Trust hereby indemnifies and holds harmless
Custodian and any such nominee against any liability as a
holder of record);
(vi) hold any investment in bearer form;
(vii) in connection with the receipt of Assets, accept
documents in lieu of such Assets as long as such documents
contain the agreement of the issuer thereof to hold such
Assets subject to Custodian's sole order;
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(viii) make, execute, acknowledge and deliver as agent, any
and all documents or instruments (including but not limited to
all declarations, affidavits and certificates of ownership)
that may be necessary or appropriate to carry out the powers
granted herein;
(ix) employ and consult with, and obtain advice from, suitable
agents, including auditors and legal counsel (who may be
counsel to Trust or the Custodian or other advisers) and
Custodian shall incur no liability in acting in good faith in
accordance with the reasonable advice and opinion of such
agents or advisers;
(x) make any payments incidental to or in connection with this
paragraph 4(a); and
(xi) exercise all other rights and powers and to take any
action it deems necessary in carrying out the purposes of this
Addendum.
(b) Discretionary Corporate Action. Whenever Custodian receives
information concerning the Securities or instruments (including, but not limited
to, warrants, options, tenders, options to tender or non-mandatory puts or
calls) which requires discretionary action by the beneficial owner of the
Securities (other than a proxy) such as subscription rights, bonus issues, stock
repurchase plans and rights offerings, or legal notice of the material intended
to be transmitted to securities holders, or which confer optional rights on the
Trust or provide for discretionary action or alternative courses of action by
the Trust ("Corporate Actions"), Custodian shall promptly give the Trust notice
of such Corporate Actions to the extent that Custodian has actual knowledge of a
Corporate Action. The Trust shall be responsible for making any decisions
relating thereto and for instructing Custodian to act. In order for Custodian to
act, it must receive the Trust's Proper Instructions at Custodian's offices,
addressed as Custodian may from time to time request, by no later than noon
(Eastern Standard Time) at least two (2) business days prior to the last
scheduled date to act with respect to such securities or instruments (or such
earlier date or time as Custodian may notify Trust). Absent Custodian's timely
receipt of such instruction, Custodian shall not be liable for failure to take
any action relating to or to exercise any rights conferred by such securities or
instruments.
(c) Voting. With respect to all Securities, however registered, the
voting rights are to be exercised by the Trust or its designee. With respect to
Securities issued in the United States, Custodian's only duty shall be to mail
to the Trust any documents (including proxy statements, annual reports and
signed proxies) relating to the exercise of such voting rights. With respect to
Securities issued outside the United States at the request of the Trust,
Custodian will provide the Trust with access to a provider of global proxy
services. If the Trust determines not to utilize the services of such global
proxy services provider, Custodian will provide the Trust with proxy material
actually received by Custodian from Sub-Custodians, but otherwise shall have no
obligations with respect to voting.
(d) Foreign Exchange Transactions. Custodian, as principal, is
authorized to enter into spot or forward foreign exchange contracts with the
Trust and may provide such foreign exchange services to the Trust through
Foreign Sub-Custodians. Instructions, including standing instructions, may be
issued with respect to such contracts, but Custodian may establish rules or
limitations concerning any foreign exchange facility made available to the
Trust. In all cases where Custodian or Foreign Sub-custodians enter into foreign
exchange contracts relating to the Account, the terms and conditions of such
foreign exchange contracts shall apply to such transaction. Neither Custodian
nor any Foreign Sub-custodian shall be liable for any fluctuations or changes in
foreign exchange rates, which shall be the sole risk and liability of the Trust.
6. Agreements with Foreign Sub-Custodians. Each agreement with a
Foreign Sub-custodian shall be substantially in the form previously made
available to the Trust and shall provide that:
(a) indemnification or insurance arrangements are made (or any
combination thereof) such that the Trust will be adequately protected against
the risk of loss of assets held in accordance with such agreement;
(b) the assets of the Trust will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the Foreign
Sub-custodian or its creditors except a claim of payment for their safe custody
or administration or, in the case of cash deposits, liens, or rights in favor of
creditors of the Foreign Sub-custodian arising
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under bankruptcy, insolvency, or similar laws;
(c) beneficial ownership of the assets of the Trust will be freely
transferable without the payment of money or value other than for custody or
administration;
(d) adequate records will be maintained identifying the assets as
belonging to the Trust or as being held by a third party for the benefit of the
Trust;
(e) the Trust's independent public accountants will be given access to
those records or confirmation of the contents of those records; and
(f) the Trust will receive periodic reports with respect to the
safekeeping of the Trust's assets, including, but not limited to, notification
of any transfer to or from the Trust's account or a third party account
containing assets held for the benefit of the Trust.
7. Transactions in Foreign Custody Account.
(a) Except as otherwise provided in Paragraph (b) of this Section 7,
the provisions of Section 4 of the Custody Agreement shall apply, equally to the
Securities of the Trust held outside the United States by Foreign Sub-custodian.
(b) Notwithstanding any provision of this Addendum to the contrary,
settlement and payment for Securities received for the account of each
applicable Portfolio and delivery of Securities maintained for the account of
each applicable Portfolio may be effected in accordance with the customary
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering securities to the purchaser thereof or to a
dealer therefor (or an agent for such purchaser or dealer) against a receipt
with expectation of receiving later payment for such securities from such
purchaser or dealer.
(c) Securities maintained in the custody of a Foreign Sub-custodian may
be maintained in the name of such entity's nominee to the same extent as set
forth in Section 4 of this Addendum, and the Trust agrees to hold any such
nominee harmless from any liability as a holder of record of such securities.
8. Liability of Foreign Sub-Custodians. Each agreement pursuant to
which the Custodian or its Sub-custodian employs a foreign banking institution
as a Foreign Sub-custodian shall require the institution to exercise a
reasonable standard of care as is customary in such country in the performance
of its duties and to indemnify, and hold harmless, the Custodian and any
Sub-custodian for the benefit of the Trust for and against any loss, damage,
cost, expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the Trust, it
shall be entitled to be subrogated to the rights of the Custodian with respect
to any claims against a Foreign Sub-custodian as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent that the Trust
has not been made whole for any such loss, damage, cost, expense, liability or
claim.
9. Tax Law. The Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Trust or any Sub-custodian by
the tax law of the United States of America or any state or political
subdivision thereof. It shall be the responsibility of the Custodian to notify
the Trust of the obligations imposed on the Trust or any as sub-custodian of the
Trust by the tax law of jurisdictions other than those mentioned in the above
sentence, including responsibility for withholding and other taxes, assessments
or other governmental charges, certifications and governmental reporting.
Custodian shall use reasonable efforts to assist the Trust with respect to any
claim for exemption or refund.
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10. Compensation, Fees, Expenses and Taxes.
(a) In consideration of the services to be rendered pursuant to this
Addendum, the Trust shall compensate Custodian in accordance with and pursuant
to the Fee Schedule annexed hereto as Schedule A, which Fee Schedule may be
amended from time to time upon thirty (30) days' prior written notice to the
Trust.
(b) Fees and reimbursement for costs and expenses shall be paid monthly
after the last business day of each calendar month, with the first payment for
the calendar month following any activity. Custodian is hereby authorized to
charge the Account for such fees, costs and expenses after review and approval
by the Trust.
(c) In the event services are rendered for less than a calendar month
or this Addendum is terminated prior to the end of a calendar month, Trust shall
pay Custodian's fee prorated for the portion of the calendar month such services
are rendered, plus any costs and expenses incurred by Custodian for Trust's
Account up to or subsequent to the date of termination.
11. Limitation of Liability; Indemnification.
(a) Custodian shall be liable for the acts or omissions of its
Sub-custodian and Foreign Sub-custodians to the same extent as set forth with
respect to sub-custodians generally in the Custody Agreement, regardless of
whether assets are maintained in the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S. bank as contemplated by this
Addendum. In no event shall Custodian or any Sub-custodian be liable (i) for
acting in accordance with Proper Instructions from Trust, (ii) for special or
consequential damages, (iii) for holding Assets in any particular country,
including, but not limited to, loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency restrictions or acts of
war or terrorism or any loss where the Custodian, Sub-custodian or Foreign
Sub-custodian has otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of the paragraph, in delegating custody duties to a
Sub-custodian or Foreign Sub-custodian, the Custodian shall not be relieved of
any responsibility to the Trust for any loss due to such delegation, except such
loss as may result from political risk (including but not limited to, exchange
control restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or other losses (excluding
bankruptcy or insolvency of a Foreign Sub-custodian not caused by political
risk) due to Acts of God, nuclear incident or other losses under circumstances
where the Custodian and Sub-custodian or Foreign Sub-custodian have exercised
reasonable care.
(b) The Trust shall indemnify Custodian and hold it harmless against
any losses, damages, costs or expenses (including reasonable attorneys' fees and
disbursements) liability (including, without limitation, liability arising under
the applicable securities laws, and any state or foreign securities and/or
banking laws) or claim arising (i) from the status as a mere record holder of
securities in the Account; or (ii) from any action or inaction by the Custodian
upon Proper Instructions in connection with this Addendum, or (iii) from the
performance of its obligations under the Addendum, provided, however, that
nothing contained herein shall limit or in any way impair the right of Custodian
to indemnification under any other provision of the Custody Agreement and
further provided that the Custodian shall no be indemnified and held harmless
from any against any such loss or damage, cost expense, liability or claim
arising from the Custodian's negligence, lack of good faith or willful
misconduct or failure to act with reasonable care.
(c) The Trust understands that, due to certain foreign market
practices, when a Sub-custodian is instructed to deliver Assets against payment,
it may deliver such Assets prior to actually receiving final payment and that,
as a matter of bookkeeping convenience, it may credit Trust's Account with
anticipated proceeds of sale prior to actual receipt of final payment. All
credits to the Account of the Trust of anticipated proceeds of sales and
redemptions of Assets and of anticipated income from Assets shall be conditional
upon receipt of final payment and may be reversed to the extent final payment is
not received. In the event that Custodian in its description advances Trusts to
Trust to facilitate the settlement of any transaction, or elects to permit Trust
to use Trusts credited to the Account in anticipation of final payment, Trust
shall reimburse Custodian for such amounts plus any interest thereon.
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12. Reports; Statements of Account; Computer Services. Custodian shall
provide the Trust on a quarterly basis, no later than 15 days after the end of
each calendar quarter, with Statements of Assets in the Account ("Statement of
Assets") and Statements of Account showing all transactions in the Account
("Statement of Account"). Statement of Assets, Statement of Account and
Confirmations shall identify the Assets held, and transactions involving, each
Foreign Sub-custodian. The Custodian will supply to the Foreign Sub-custodians,
including but not limited to an identification of entities having possession of
the Portfolio(s) Assets and advices or notifications of any transfers of Assets
to or from each custodian account maintained by a foreign banking institution
for the Custodian on behalf of each applicable Portfolio indicating, as to
Securities acquired for a Portfolio, the identity of the entity having physical
possession of such Securities.
13. Reimbursement for Advances. If the Trust requires the Custodian to
advance cash or securities for any purpose for the benefit of a Portfolio
including the purchase or sale of foreign exchange or of contracts for foreign
exchange, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Addendum, except such as may arise from
Custodian's or Custodian's nominee's own negligent action, negligent failure to
act or willful misconduct, any Assets at any time held for the Account of the
applicable Portfolio shall be security therefor and should the Trust fail to
repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of such Portfolio's Assets to the extent necessary
to obtain reimbursement.
14. Monitoring Responsibilities. Monitoring of Foreign Sub-custodians
shall be governed by the Foreign Custody Manager Agreement, where applicable.
Where there is no governing Foreign Custody Manager Agreement, the Custodian
shall furnish annually to the Trust, information concerning the Foreign
Sub-custodians to ensure compliance with the requirements of Rule 17f-5 of the
1940 Act. In addition, the Custodian shall promptly inform the Foreign Custody
Manager, in the event that the Custodian is notified by a selected Foreign
Sub-custodian that there appears to be a substantial likelihood that its
shareholders' equity will decline below $200 million (U.S. dollars or the
equivalent thereof) or that its shareholders' equity has declined below $200
million (in each case computed in accordance with generally accepted U.S.
accounting principles) or any other capital adequacy test applicable to it by
exemptive order, or if the Custodian has actual knowledge of any material loss
of the assets of the Trust held by a Foreign Sub-custodian.
15. Notices, Instructions and Other Communications. Unless otherwise
specified herein, all Statements of Assets, Statements of Account and
Confirmations shall be in writing and all notices, instructions or other
communications may be given either orally or in writing (including by tested
telex, telecopy or other electronic transmission, which may include Trade
Reports issued by the Institutions Delivery System or Depository Trust Company).
All Statements of Assets, Statements of Account, Confirmations, notices,
instructions and other communications shall be delivered to the address (post
office, telephone, telex or other electronic address) set forth on Schedule B
annexed hereto, which address may be changed upon thirty (30) days' prior
written notice to the other party. The Trust shall furnish, and shall cause each
Investment Manager to furnish, to Custodian a certificate indicating those
persons who are authorized to give Custodian instructions hereunder and with
specimen signatures of such persons. Custodian is authorized to comply with and
rely upon any such notices, instructions or other communications believed by it
to have been sent or given by an authorized person. Custodian's understanding of
any oral notice, instruction or other communication shall be deemed controlling
(whether given or received by Custodian), notwithstanding any discrepancy
between such understanding and any subsequent confirming document or
communication.
16. Appointment of Investment Manager. The Trust may, from time to
time, appoint one or more investment managers (each an "Investment Manager") to
manage the Assets in the Account, to vote securities in the Account, to
purchase, sell or otherwise acquire or dispose of Assets in the Account, and to
engage in foreign exchange transactions on behalf of the Trust. Upon receipt of
notice of the appointment of any Investment Manager, which notice shall be
annexed hereto as Schedule C (as such Schedule may be amended from time to time
by the Trust), and except as otherwise provided herein, Custodian is to rely
upon and comply with (and shall have no liability for relying upon and complying
with) Proper Instructions and directions from the Investment Manager (including
instructions and directions with respect to the voting of securities in the
Account, the purchase, sale or other acquisition or disposition of Assets in the
Account and the furnishing of information and records relating to the Account to
the Investment Manager) to the same extent as if such instructions and
directions were given by the Trust and Custodian shall have no duty or
obligation
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to determine the propriety or appropriateness of such instructions or
directions. Any such appointment shall remain in full force and effect unless
and until Custodian receives written notice from the Trust to the contrary.
17. Termination. This Addendum shall be continuing and shall remain in
full force and effect until terminated by Custodian or the Trust or upon the
termination of the Custody Agreement between the Trust and Custodian.
18. Assignment. Neither Custodian nor the Trust shall assign this
Addendum without first obtaining the written consent of the other party hereto.
19. Headings and Capital Terms. The section and paragraph headings
contained herein are for convenience and reference only and are not intended to
define or limit the scope of any provision of this Addendum. All capitalized
terms used in this Addendum but not defined shall have the meanings assigned to
such terms in the Custody Agreement.
20. Entire Agreement; Amendment. This Addendum and the Custody
Agreement to which it is attached and the Foreign Custody Manager Agreement
shall constitute the entire agreement of the parties with respect to the subject
matter and supersedes all prior oral or written agreements in regard thereto.
Except as otherwise provided, this Addendum may be amended only by an instrument
in writing duly executed by both parties hereto.
21. Conflicts. In the event of a conflict between this Addendum and the
Custody Agreement, it is the intention of the parties that this Addendum shall
control and the Custody Agreement shall be interpreted on that basis.
22. Governing Law; Jurisdiction; Certain Waivers. (a) This Addendum
shall be interpreted and construed in accordance with the internal substantive
laws (and not the choice of law rules) of the State of Ohio.
(b) The invalidity, illegality or unenforceability of any provision of
this Addendum shall in no away affect the validity, legality or enforceability
of any other provision; and if any provision is held to be unenforceable as a
matter of law, the other provisions shall not be affected thereby and shall
remain in full force and effect.
23. Rights and Remedies. The rights and remedies conferred upon the
parties hereto shall be cumulative, and the exercise of waiver of any such
rights or remedy shall not preclude or inhibit the exercise or any additional
rights or remedies. The waiver of any right or remedy hereunder shall not
preclude or inhibit the subsequent exercise of such right or remedy.
IN WITNESS WHEREOF, this Addendum has been executed and attested as of
the day and year first above written, by the duly authorized offices of the
Trust and Custodian.
Attest: MARKET STREET FUND
By:
---------------------------
Name: Name:
Title: Title:
THE FIFTH THIRD BANK
Attest:
By:
---------------------------
Name: Name:
Title: Title:
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SCHEDULE A
THE FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
FEE SCHEDULE 1/ 2/
Custody of Assets With All Foreign Exchange
Activity Transacted With Fifth Third Bank:
0.85 Basis Point
of Market Value
Annually
----------
1/ This schedule does not include country specific pass-through charges
per attached schedule. These country specific pass-through charges can
change as designated by each market.
2/ 100% of earnings credit on account balances will be used to offset
monthly fees.
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FIFTH THIRD BANK
COUNTRY SPECIFIC PASS-THROUGH CHARGES - A/O 4/20/01
ACCOUNT OPENING FEES PROXY VOTING ($10.00 per notification plus country charges)
BRAZIL At cost ARGENTINA $50.00 per voting
CHILE $1,000.00 per account AUSTRIA EUR 72
COLOMBIA $200.00 - 3,000.00 per account BANGLADESH $100.00
CZECH REPUBLIC CZK 5,000 BELGIUM EUR 24.50, EUR 74.00 for representation
ECUADOR At cost BULGARIA $500.00 + 20%VAT
ICELAND $625.00 CHILE $150.00 + 18% VAT
INDIA $10,000.00 per account COLOMBIA $100.00 + 16%VAT
JAMAICA $500.00 per account CZECH REPUBLIC $200.00 + translation fees
SLOVENIA $500.00 for relationship EGYPT $100.00
TAIWAN $1,000.00 per account FINLAND EUR 168 per attendance + cost of travel expenses
VENEZUELA $250.00 per account FRANCE EUR 46
GREECE GRD 15,000
ACCOUNT MAINTENANCE / HUNGARY $100.00 + cost of travel expenses
LOCAL ADMINISTRATION ISRAEL $200.00
FEE / LOCAL LEGAL ITALY $EUR 00
XXXXXXXXXXXXXX XXXXX XXX 2,000 - 3,000
BRAZIL 4BP of Market Value, annually KAZAKHSTAN $500.00 + 20% VAT
CHILE $4,000 - 8,000 per account, annually LATVIA $150.00 + translation fees
COLOMBIA Monthly Minimum $600.00 to $4,000.00 LITHUANIA At cost
Maximum, per account XXXXX XXX 00
XXXXX XXXX $150.00 per month NETHERLANDS EUR 45.50
CZECH REPUBLIC $130 per month PAKISTAN $50.00 + cost of travel expenses
VENEZUELA $1,000 per account, annually POLAND $150 minimum
PORTUGAL EUR 60.00
AUDIT FEES RUSSIA $150.00
BRAZIL At cost SLOVAKIA $200.00 + 23%VAT
TAIWAN At cost SLOVENIA $150.00 + cost of travel expenses
SPAIN EUR 60, EUR 30 per instruction
SWEDEN At cost
TAIWAN $200.00
THAILAND THB 2,250
UKRAINE $200.00 - 600.00
VENEZUELA $100.00
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SCHEDULE B
THE FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
NOTICES
APRIL __, 2002
TO THE FIFTH THIRD BANK:
Post Office Address: The Fifth Third Bank
00 Xxxxxxxx Xxxxxx Xxxxx
XX 0XXX00
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxx Xxxxxxx - Trust Administration
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TO MARKET STREET FUND:
Post Office Address: Market Street Fund
0000 Xxxxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Attn: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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SCHEDULE C
THE FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
INVESTMENT MANAGERS
APRIL __, 2002
Name of Fund: Name of Fund Adviser:
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Market Street Fund Market Street Investment Management Company
Name of Fund Series Portfolios: Name of Fund Series Portfolio Subadviser(s):
All Pro Broad Equity Portfolio Alliance Capital Management X.X.
Xxxxxxx X. Xxxxxxxxx & Co., LLC
Xxxxx Capital Management
Xxxxx Asset Management Company, LLC
All Pro Large Cap Growth Portfolio Alliance Capital Management L.P.
Geewax, Terker & Co.
All Pro Large Cap Value Portfolio Mellon Equity Associates, LLP
Xxxxxxx X. Xxxxxxxxx & Co., LLC
All Pro Small Cap Growth Portfolio Xxxxx Capital Management
Xxx Xxxxxx Investments, Ltd.
All Pro Small Cap Value Portfolio Xxxxx Asset Management Company, LLC
Sterling Capital Management LLC
Equity 500 Index Portfolio SSgA Funds Management, Inc.
International Portfolio The Boston Company Asset Management, LLC
Mid Cap Growth Portfolio X. Xxxx Price Associates, Inc.
Balanced Portfolio Xxxx Xxxxx Management, Inc.
Bond Portfolio Western Asset Management Company
Money Market Portfolio None
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