Exhibit (g)(iii) under Form N1-A
Exhibit (10) under Item 601/Reg. S-K
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of May 15, 2001
by and between Federated Investment Companies listed on Exhibit 1 thereto
(the "Funds"), Federated Services Company (the "Company") and State Street
Bank and Trust Company (the "Custodian"). Capitalized terms used in this
Amendment without definition shall have the respective meanings given to
such terms in the Custodian Contract referred to below.
WHEREAS, the Funds, the Company and the Custodian entered into a
Custodian Contract dated as of December 1, 1993 (the "Contract");
WHEREAS, the Funds are authorized to issue shares in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets, and the Funds have made such
separate series subject to the Contract (each such series, together with
all other series subsequently established by the Fund and made subject to
the Contract in accordance with the terms thereof, shall be referred to as
a "Portfolio", and, collectively, the "Portfolios");
WHEREAS, the Funds, the Company and the Custodian desire to amend
certain provisions of the Contract to reflect, revisions to Rule 17f-5
("Rule 17f-5") and the adoption of Rule 17f-7 ("Rule 17f-7") promulgated
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Funds and the Custodian desire to amend and restate
certain other provisions of the Contract relating to the custody of assets
of each of the Portfolios held outside of the United States.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree
to amend the Contract, pursuant to the terms thereof, as follows:
I. Articles 3 through 15 of the Contract are hereby renumbered, as of
the effective date of this Amendment, as Articles 5 through 17,
respectively.
II. New Articles 3, 4 and 13A of the Contract are hereby added, as of
the effective date of this Amendment, as set forth below.
3. Provisions Relating to Rules 17f-5 and 17f-7
3.1. Definitions. Capitalized terms in this Amendment shall have the
-----------
following meanings:
"Country Risk" means all factors reasonably related to the systemic risk
of holding Foreign Assets in a particular country including, but not
limited to, such country's political environment, economic and financial
infrastructure (including any Eligible Securities Depository operating in
the country), prevailing or developing custody and settlement practices,
and laws and regulations applicable to the safekeeping and recovery of
Foreign Assets held in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1)
of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S.
Bank (as defined in Rule 17f-5), a bank holding company meeting the
requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5
or by other appropriate action of the U.S. Securities and Exchange
Commission (the "SEC")), or a foreign branch of a Bank (as defined in
Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian
under Section 17(f) of the 1940 Act; the term does not include any
Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section
(b)(1) of Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including
foreign currencies) for which the primary market is outside the United
States and such cash and cash equivalents as are reasonably necessary to
effect the Portfolios' transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of
Rule 17f-5.
3.2. The Custodian as Foreign Custody Manager.
----------------------------------------
3.2.1 Delegation to the Custodian as Foreign Custody Manager. Each
Fund, by resolution adopted by its respective Board of Directors (the
"Board"), hereby delegates to the Custodian, subject to section (b) of
Rule 17f-5, the responsibilities set forth in this Section 3.2 with
respect to Foreign Assets of the Portfolios held outside the United
States, and the Custodian hereby accepts such delegation as Foreign
Custody Manager with respect to the Portfolios.
3.2.2 Countries Covered. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below
only with respect to the countries and custody arrangements for each such
country listed on Schedule A to this Contract, which list of countries may
be amended from time to time by the applicable Fund with the agreement of
the Foreign Custody Manager. The Foreign Custody Manager shall list on
Schedule A the Eligible Foreign Custodians selected by the Foreign Custody
Manager to maintain the assets of the Portfolios, which list of Eligible
Foreign Custodians may be amended from time to time in the sole discretion
of the Foreign Custody Manager. The Foreign Custody Manager will provide
amended versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to
open an account or to place or maintain Foreign Assets in a country listed
on Schedule A, and the fulfillment by each Fund, on behalf of the
applicable Portfolios, of the applicable account opening requirements for
such country, the Foreign Custody Manager shall be deemed to have been
delegated by the Board on behalf of the Portfolios responsibility as
Foreign Custody Manager with respect to that country and to have accepted
such delegation. Execution of this Amendment by the Funds shall be deemed
to be a Proper Instruction to open an account, or to place or maintain
Foreign Assets, in each country listed on Schedule A in which the
Custodian has previously placed or currently maintains Foreign Assets
pursuant to the terms of the Contract. Following the receipt of Proper
Instructions directing the Foreign Custody Manager to close the account of
a Portfolio with the Eligible Foreign Custodian selected by the Foreign
Custody Manager in a designated country, the delegation by the Board on
behalf of the Portfolios to the Custodian as Foreign Custody Manager for
that country shall be deemed to have been withdrawn and the Custodian
shall immediately cease to be the Foreign Custody Manager of the
Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice
to the Funds. Thirty days (or such longer period to which the parties
agree in writing) after receipt of any such notice by the applicable Fund,
the Custodian shall have no further responsibility in its capacity as
Foreign Custody Manager to the applicable Fund with respect to the country
as to which the Custodian's acceptance of delegation is withdrawn.
3.2.3 Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule
A, as amended from time to time. In performing its delegated
responsibilities as Foreign Custody Manager to place or maintain Foreign
Assets with an Eligible Foreign Custodian, the Foreign Custody Manager
shall determine that the Foreign Assets will be subject to reasonable
care, based on the standards applicable to custodians in the 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 the factors specified in Rule 17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The Foreign
Custody Manager shall determine that the contract governing the foreign
custody arrangements with each Eligible Foreign Custodian selected by the
Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) Monitoring. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign Custodian
selected by the Foreign Custody Manager, the Foreign Custody Manager shall
establish a system to monitor (i) the appropriateness of maintaining the
Foreign Assets with such Eligible Foreign Custodian and (ii) the contract
governing the custody arrangements established by the Foreign Custody
Manager with the Eligible Foreign Custodian. In the event the Foreign
Custody Manager determines that the custody arrangements with an Eligible
Foreign Custodian it has selected are no longer appropriate, the Foreign
Custody Manager shall notify the Board in accordance with Section 3.2.5
hereunder.
3.2.4 Guidelines for the Exercise of Delegated Authority. For
purposes of this Section 3.2, the Board shall be deemed to have considered
and determined to accept such Country Risk as is incurred by placing and
maintaining the Foreign Assets in each country for which the Custodian is
serving as Foreign Custody Manager of the Portfolios.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another Eligible
Foreign Custodian by providing to the Board an amended Schedule A at the
end of the calendar quarter in which an amendment to such Schedule has
occurred. The Foreign Custody Manager shall make written reports
notifying the Board of any other material change in the foreign custody
arrangements of the Portfolios described in this Section 3.2 after the
occurrence of the material change.
3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio.
In performing the responsibilities delegated to it, the Foreign Custody
Manager agrees to exercise reasonable care, prudence and diligence such as
a person having responsibility for the safekeeping of assets of management
investment companies registered under the 1940 Act would exercise.
3.2.7 Representations with Respect to Rule 17f-5. The Foreign
Custody Manager represents to the Funds that it is a U.S. Bank as defined
in section (a)(7) of Rule 17f-5. The Funds represent to the Custodian
that the Board has determined that it is reasonable for the Board to rely
on the Custodian to perform the responsibilities delegated pursuant to
this Contract to the Custodian as the Foreign Custody Manager of the
Portfolios.
3.2.8 Effective Date and Termination of the Custodian as Foreign
Custody Manager. The Board's delegation to the Custodian as Foreign
Custody Manager of the Portfolios shall be effective as of the date hereof
and shall remain in effect until terminated at any time, without penalty,
by written notice from the terminating party to the non-terminating
party. Termination will become effective thirty (30) days after receipt
by the non-terminating party of such notice. The provisions of Section
3.2.2 hereof shall govern the delegation to and termination of the
Custodian as Foreign Custody Manager of the Portfolios with respect to
designated countries.
3.3 Eligible Securities Depositories.
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide
each Fund (or its duly-authorized investment manager or investment
adviser) with an analysis of the custody risks associated with maintaining
assets with the Eligible Securities Depositories set forth on Schedule B
hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b)
monitor such risks on a continuing basis, and promptly notify each Fund
(or its duly-authorized investment manager or investment adviser) of any
material change in such risks, in accordance with section (a)(1)(i)(B) of
Rule 17f-7.
3.3.2 Standard of Care. The Custodian agrees to exercise
reasonable care, prudence and diligence in performing the duties set forth
in Section 3.3.1.
3.4 Limitation of Liability. Each Fund represents and warrants and the
Custodian acknowledges that: (a) the Fund is a "series company" as
defined in Rule 18f-2(a) promulgated under the 1940 Act and each Portfolio
is a portfolio of assets specifically allocated to a series of shares of
the applicable Fund as contemplated by such Rule; (b) all persons
extending credit to, contracting with or having any claim against any
Portfolio (including any claims arising hereunder) shall look only to the
assets specifically allocated to such portfolio for payment under such
credit, contract or claim and not to any assets specifically allocated to
another series of shares of the applicable Fund or to any other assets of
the applicable Fund; and (c) neither the shareholders nor directors of the
applicable Fund nor any of such Fund's officers, employees or agents,
whether past present or future shall be liable for such credit, contract
or claim.
4. Duties of the Custodian with Respect to Property of the Portfolios
-------------------------------------------------------------------
Held Outside the United States.
4.1 Definitions. Capitalized terms in this Article 4 shall have the
-----------
following meanings:
"Foreign Securities System" means an Eligible Securities Depository listed
on Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4.2. Holding Securities. The Custodian shall identify on its books as
belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold
foreign securities for all of its customers, including the Portfolios,
with any Foreign Sub-Custodian in an account that is identified as
belonging to the Custodian for the benefit of its customers, provided
however, that (i) the records of the Custodian with respect to foreign
securities of the Portfolios which are maintained in such account shall
identify those securities as belonging to the Portfolios and (ii), to the
extent permitted and customary in the market in which the account is
maintained, the Custodian shall require that securities so held by the
Foreign Sub-Custodian be held separately from any assets of such Foreign
Sub-Custodian or of other customers of such Foreign Sub-Custodian.
4.3. Foreign Securities Systems. Foreign securities shall be maintained
--------------------------
in a Foreign Securities System in a designated country through
arrangements implemented by the Custodian or a Foreign Sub-Custodian, as
applicable, in such country.
4.4. Transactions in Foreign Custody Account.
---------------------------------------
4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the
Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a
Foreign Securities System account, only upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate
by the parties, and only in the following cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against
expectation of receiving later payment; or (B) in the case of
a sale effected through a Foreign Securities System, in
accordance with the rules governing the operation of the
Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
(v) to the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such
Foreign Sub-Custodian) or for exchange for a different number
of bonds, certificates or other evidence representing the same
aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from
the Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of
interim receipts or temporary securities for definitive
securities;
(ix) for delivery as security in connection with any borrowing by
the Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered
and naming the person or persons to whom delivery of such
securities shall be made.
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate
by the parties, the Custodian shall pay out, or direct the respective
Foreign Sub-Custodian or the respective Foreign Securities System to pay
out, monies of a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor
(or an agent for such seller or dealer) against expectation of
receiving later delivery of such foreign securities; or (B) in
the case of a purchase effected through a Foreign Securities
System, in accordance with the rules governing the operation
of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments:
interest, taxes, investment advisory fees, transfer agency
fees, fees under this Contract, legal fees, accounting fees,
and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Portfolio, including transactions
executed with or through the Custodian or its Foreign
Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in
respect of securities sold short;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and naming
the person or persons to whom such payment is to be made.
4.4.3. Market Conditions. Notwithstanding any provision of this
Contract to the contrary, settlement and payment for Foreign Assets
received for the account of the Portfolios and delivery of Foreign Assets
maintained for the account of the Portfolios may be effected in accordance
with the customary established securities trading or processing practices
and procedures in the country or market in which the transaction occurs,
including, without limitation, delivering Foreign Assets to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
with the expectation of receiving later payment for such Foreign Assets
from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect to
custody and settlement practices in countries in which the Custodian
employs a Foreign Sub-Custodian, including without limitation information
relating to Foreign Securities Systems, described on Schedule C hereto at
the time or times set forth on such Schedule. The Custodian may revise
Schedule C from time to time, provided that no such revision shall result
in the Board being provided with substantively less information than had
been previously provided hereunder.
4.5 Registration of Foreign Securities. The foreign securities
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the applicable Portfolio or
in the name of the Custodian or in the name of any Foreign Sub-Custodian
or in the name of any nominee of the foregoing, and the Fund on behalf of
such Portfolio agrees to hold any such nominee harmless from any liability
as a holder of record of such foreign securities. The Custodian or a
Foreign Sub-Custodian shall not be obligated to accept securities on
behalf of a Portfolio under the terms of this Contract unless the form of
such securities and the manner in which they are delivered are in
accordance with reasonable market practice.
4.6 Bank Accounts. The Custodian shall identify on its books as
belonging to each Fund cash (including cash denominated in foreign
currencies) deposited with the Custodian. Where the Custodian is unable
to maintain, or market practice does not facilitate the maintenance of,
cash on the books of the Custodian, a bank account or bank accounts shall
be opened and maintained outside the United States on behalf of a
Portfolio with a Foreign Sub-Custodian. All accounts referred to in this
Article shall be subject only to draft or order by the Custodian (or, if
applicable, such Foreign Sub-Custodian) acting pursuant to the terms of
this Agreement to hold cash received by or from or for the account of the
Portfolio. Cash maintained on the books of the Custodian (including its
branches, subsidiaries and affiliates), regardless of currency
denomination, is maintained in bank accounts established under, and
subject to the laws of, The Commonwealth of Massachusetts.
4.7. Collection of Income. The Custodian shall use reasonable commercial
efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be entitled
and shall credit such income, as collected, to the applicable Portfolio.
In the event that extraordinary measures are required to collect such
income, the Fund and the Custodian shall consult as to such measures and
as to the compensation and expenses of the Custodian relating to such
measures.
4.8. Shareholder Rights. With respect to the foreign securities held
pursuant to this Article 4, the Custodian will use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may
exist in the country where such securities are issued. Each Fund
acknowledges that local conditions, including lack of regulation, onerous
procedural obligations, lack of notice and other factors may have the
effect of severely limiting the ability of the Fund to exercise
shareholder rights.
4.9. Communications Relating to Foreign Securities. The Custodian shall
transmit promptly to the Funds written information with respect to
materials received by the Custodian via the Foreign Sub-Custodians from
issuers of the foreign securities being held for the account of the
Portfolios (including, without limitation, pendency of calls and
maturities of foreign securities and expirations of rights in connection
therewith). With respect to tender or exchange offers, the Custodian
shall transmit promptly to the Funds written information with respect to
materials so received by the Custodian from issuers of the foreign
securities whose tender or exchange is sought or from the party (or its
agents) making the tender or exchange offer. The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or
power in connection with foreign securities or other property of the
Portfolios at any time held by it unless (i) the Custodian or the
respective Foreign Sub-Custodian is in actual possession of such foreign
securities or property and (ii) the Custodian receives Proper Instructions
with regard to the exercise of any such right or power, and both (i) and
(ii) occur at least three business days prior to the date on which the
Custodian is to take action to exercise such right or power.
4.10. Liability of Foreign Sub-Custodians.
-----------------------------------
Each agreement pursuant to which the Custodian employs a Foreign
Sub-Custodian shall, to the extent possible, require the Foreign
Sub-Custodian to exercise reasonable care in the performance of its
duties, and to indemnify, and hold harmless, the Custodian from and
against any loss, damage, cost, expense, liability or claim arising out of
or in connection with the Foreign Sub-Custodian's performance of such
obligations. At the election of the Funds, the Portfolios 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 Portfolios have not been made whole for any such loss, damage, cost,
expense, liability or claim.
4.11. Tax Law.
The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Funds, the Portfolios or the
Custodian as custodian of the Portfolios by the tax law of the United
States or of any state or political subdivision thereof. It shall be the
responsibility of the Funds to notify the Custodian of the obligations
imposed on the Funds with respect to the Portfolios or the Custodian as
custodian of the Portfolios by the tax law of countries other than those
mentioned in the above sentence, including responsibility for withholding
and other taxes, assessments or other governmental charges, certifications
and governmental reporting. The sole responsibility of the Custodian with
regard to such tax law shall be to use commercially reasonable efforts to
assist the Funds with respect to any claim for exemption or refund under
the tax law of countries for which each Fund has provided such information.
4.12. Liability of Custodian.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a Sub-Custodian, the
Custodian shall be without liability to the Funds for any loss, liability,
claim or expense resulting from or caused by anything which is part of
Country Risk.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to
sub-custodians generally in the Contract and, regardless of whether assets
are maintained in the custody of a Foreign Sub-Custodian or a Foreign
Securities System, the Custodian shall not be liable for any loss, damage,
cost, expense, liability or claim resulting from nationalization,
expropriation, currency restrictions, or acts of war or terrorism, or any
other loss where the Sub-Custodian has otherwise acted with reasonable
care.
13A. Deposit of Fund Assets with the Underlying Transfer Agent.
---------------------------------------------------------
Uncertificated shares (the "Underlying Shares") of registered "investment
companies" as defined in Section 3(a)(1) of the 1940 Act, whether in the
same "group of investment companies" (as defined in Section
12(d)(1)(G)(ii) of the 0000 Xxx) or otherwise, including, pursuant to
Section 12(d)(1)(F) of the 1940 Act (hereinafter sometimes referred to
collectively as the "Underlying Portfolios"), may be deposited and/or
maintained in an account or accounts maintained with an entity which may
from time to time act as a transfer agent for an Underlying Portfolio (the
"Underlying Transfer Agent"). The Underlying Transfer Agent shall be
deemed to be acting as if it is a "securities depository" for purposes of
Rule 17f-4 under the 1940 Act. Each Fund hereby directs the Custodian to
deposit and/or maintain such securities with the Underlying Transfer
Agent, subject to the following provisions:
1) The Custodian shall keep Underlying Shares owned by a Portfolio with
the Underlying Transfer Agent provided that such securities are
maintained in an account or accounts on the books and records of
the Underlying Transfer Agent in the name of the Custodian as
custodian for the Portfolio;
2) The records of the Custodian with respect to Underlying Shares which
are maintained with the Underlying Transfer Agent shall identify
by book-entry those Underlying Shares belonging to each Portfolio;
3) The Custodian shall pay for Underlying Shares purchased for the
account of a Portfolio upon (i) receipt of advice from the
Portfolio's investment adviser that such Underlying Shares have
been purchased and will be transferred to the account of the
Custodian, on behalf of the Portfolio, on the books and records
of the Underlying Transfer Agent, and (ii) the making of an entry
on the records of the Custodian to reflect such payment and
transfer for the account of the Portfolio. The Custodian shall
receive confirmation from the Underlying Transfer Agent of the
purchase of such securities and the transfer of such securities
to the Custodian's account with the Underlying Transfer Agent
only after such payment is made. The Custodian shall transfer
Underlying Shares redeemed for the account of a Portfolio (i)
upon receipt of an advice from the Portfolio's investment adviser
that such securities have been redeemed and that payment for such
securities will be transferred to the Custodian and (ii) the
making of an entry on the records to reflect such transfer and
payment for the account of the Portfolio. The Custodian will
receive confirmation from the Underlying Transfer Agent of the
redemption of such securities and payment therefor only after
such securities are redeemed. Copies of all advices from the
Portfolio's investment adviser of purchases and sales of
Underlying Shares for the account of the Portfolio shall identify
the Portfolio, be maintained for the Portfolio by the Custodian,
and be provided to the investment adviser at its request; and
4) The Custodian shall not be liable to any Fund or any Portfolio for
any loss or damage to any Fund or any Portfolio resulting from
maintenance of Underlying Shares with Underlying Transfer Agent
except for losses resulting directly from the negligence,
misfeasance or willful misconduct of the Custodian or any of its
agents or of any of its or their employees.
III. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force
and effect. In the event of any conflict between the terms of the
Contract prior to this Amendment and this Amendment, the terms of
this Amendment shall prevail. If the Custodian is delegated the
responsibilities of Foreign Custody Manager pursuant to the terms of
Article 3 hereof, in the event of any conflict between the
provisions of Articles 3 and 4 hereof, the provisions of Article 3
shall prevail.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as
of the date first above written.
WITNESSED BY: STATE STREET BANK
and TRUST COMPANY
/s/ Xxxxxxx X. XxXxxxxx By:/s/ Xxxxxx X. Xxxxx
------------------------------ ---------------------------
Xxxxxxx X. XxXxxxxx Name: Xxxxxx X. Xxxxx
V.P. & Assoc. Counsel Title: Vice Chairman
and Chief Operating Officer
WITNESSED BY: FEDERATED INVESTMENT
COMPANIES
/s/ C. Xxxx Xxxxxx By:/s/ Xxxx X. XxXxxxxxx
------------------------------ ---------------------------
Name: C. Xxxx Xxxxxx Name: Xxxx X. XxXxxxxxx
Title: Corporate Counsel Title: Secretary
WITNESSED BY: FEDERATED SERVICES COMPANY
/s/ C. Xxxx Xxxxxx By:/s/ Xxxxxx X. Xxxxxx
------------------------------ ---------------------------
Name: C. Xxxx Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President Title: President
and Chief Executive Officer
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen
Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. 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 Republic The Hongkong and Shanghai
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni
Banka, A.S.
Denmark Den Danske Bank
Ecuador Citibank, N.A.
Egypt Egyptian British Bank S.A.E.
(as delegate of The Hongkong
and Shanghai Banking Corporation
Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
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 BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques
en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant
Bank Ltd.
Japan The Fuji Bank, Limited
The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
Kenya Barclays Bank of Kenya Limited
Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania 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 Standard Bank Namibia Limited
Netherlands Fortis Bank (Nederland) N.V.
New Zealand ANZ Banking Group (New Zealand) Limited
Nigeria Stanbic Merchant Bank Nigeria Limited
Norway Christiania Bank og Kreditkasse ASA
Oman HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portugues
Qatar HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
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 Limited
Slovak Republic Eeskoslovenska Obchodni Banka, A.S.
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
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 - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Kingdom State Street Bank and Trust Company,
London Branch
Uruguay BankBoston, 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
Argentina Caja de Valores S.A.
AustraliaAustraclear Limited
Reserve Bank Information
andTransfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots
et
de Virements de Titres, S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de
Liquidacao e Custodia
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository for Securities
Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing &
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
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen
(Danish Securities Center)
Egypt Misr for Clearing, Settlement,
and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities Depository
France Societe Interprofessionnelle pour la
Compensation des Valeurs Mobilieres
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Apothetirion Titlon AE - Central
Securities Depository
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Unit
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER)
India National Securities Depository Limited
Central Depository Services India
Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Ireland Central Bank of Ireland
Securities Settlement Office
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Depositaire Central - Banque de
Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center
(JASDEC)
Bank of Japan Net System
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon
and the Middle East (Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of
Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and
Safekeeping System
Mauritius Central Depository and Settlement Co.
Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL
(Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities
Depository Limited
Nigeria Central Securities Clearing System
Limited
Norway Verdipapirsentralen (Norwegian Central
Securities Depository)
Oman Muscat Depository & Securities
Registration Company, SAOC
Pakistan Central Depository Company of
Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement,
a department of the
Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones,
Institucion
De Compensacion y Liquidacion de
Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities
(XXXX) of the Bureau of Treasury
Poland National Depository of Securities
(Krajowy Depozyt Papierow
Wartos<180>ciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration
(CCR), a
department of the Doha Securities
Market
Romania National Securities Clearing,
Settlement and
Depository Company
Bucharest Stock Exchange Registry
Division
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited
Share Transactions Totally Electronic
(STRATE) Ltd.
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
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central
Depository Co., Ltd.
Thailand Thailand Securities Depository
Company Limited
Tunisia Societe Tunisienne Interprofessionelle
pour la Compensation et de Depots des
Valeurs Mobilieres
Turkey Takas ve Saklama Bankasi A.S.
(TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
United Kingdom Central Gilts Office and
Central Moneymarkets Office
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
TRANSNATIONAL
Euroclear
Clearstream Banking AG
The Guide to Custody in World Markets An overview of safekeeping and
-------------------------------------
settlement
(annually) practices and procedures in each
market in which State Street Bank and
Trust Company offers custodial
services.
Global Custody Network Review Information relating to the operating
-----------------------------
history
(annually) and structure of depositories and
subcustodians located in the markets
in which State Street Bank and Trust
Company offers custodial services,
including transnational depositories.
Global Legal Survey With respect to each market in which
-------------------
State
(annually) Street Bank and Trust Company offers
custodial services, opinions relating
to whether local law restricts (i)
access of a fund's independent public
accountants to books and records of a
Foreign Sub-Custodian or Foreign
Securities System, (ii) the Fund's
ability to recover in the event of
bankruptcy or insolvency of a Foreign
Sub-Custodian or Foreign Securities
System, (iii) the Fund's ability to
recover in the event of a loss by a
Foreign Sub-Custodian or Foreign
Securities System, and (iv) the
ability of a foreign investor to
convert cash and cash equivalents to
U.S. dollars.
Subcustodian Agreements Copies of the subcustodian contracts
-----------------------
State
(annually) Street Bank and Trust Company has
entered into with each subcustodian in
the markets in which State Street Bank
and Trust Company offers subcustody
services to its US mutual fund clients.
Network Bulletins (weekly): Developments of interest to investors
in the markets in which State Street
Bank and Trust Company offers
custodial services.
Foreign Custody Advisories With respect to markets in which State
(as necessary): Street Bank and Trust Company offers
custodial services which exhibit
special custody risks, developments
which may impact State Street's
ability to deliver expected levels of
service.
EXHIBIT 1
See Exhibit associated with Custodian Contract
at I:\Legal Research\Master Contracts\Kexhibits
State Street letterhead
February 27, 2002
Federated Services Company
Federated Investors Tower`
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxx,
President
Re: Remote Access Services
Dear Customer:
State Street Bank and Trust Company, including its subsidiaries and
affiliates ("State Street"), has developed and utilizes proprietary
accounting and other systems in conjunction with the services which we
provide to you under the Custodian Contract, dated December 1, 1993 and as
amended and in effect from time to time. In this regard, we maintain
certain information in databases under our control and ownership which we
make available to our customers (the "Remote Access Services").
The Services
State Street agrees to provide you, the Customer, and your
designated investment advisors, consultants or other third parties
authorized by State Street who agree to abide by the terms of this
Agreement ("Authorized Designees") with access to In~SightSM as described
in Exhibit A or such other systems as may be offered from time to time
(the "System") on a remote basis.
Security Procedures
You agree to comply, and to cause your Authorized Designees to
comply, with remote access operating standards and procedures and with
user identification or other password control requirements and other
security procedures as may be issued from time to time by State Street for
use of the System and access to the Remote Access Services. You agree to
advise State Street immediately in the event that you learn or have reason
to believe that any person to whom you have given access to the System or
the Remote Access Services has violated or intends to violate the terms of
this Agreement and you will cooperate with State Street in seeking
injunctive or other equitable relief. You agree to discontinue use of the
System or Remote Access Services, if requested, for any security reasons
cited by State Street.
Fees
Fees and charges for the use of the System and the Remote Access
Services and related payment terms shall be as set forth in the Custody
Fee Schedule in effect from time to time between the parties (the "Fee
Schedule"). You shall be responsible for any tariffs, duties or taxes
imposed or levied by any government or governmental agency by reason of
the transactions contemplated by this Agreement, including, without
limitation, federal, state and local taxes, use, value added and personal
property taxes (other than income, franchise or similar taxes which may be
imposed or assessed against State Street). Any claimed exemption from
such tariffs, duties or taxes shall be supported by proper documentary
evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the
databases, computer programs, screen formats, report formats, interactive
design techniques, formulae, processes, systems, software, know-how,
algorithms, programs, training aids, printed materials, methods, books,
records, files, documentation and other information made available to you
by State Street as part of the Remote Access Services and through the use
of the System and all copyrights, patents, trade secrets and other
proprietary rights of State Street related thereto are the exclusive,
valuable and confidential property of State Street and its relevant
licensors (the "Proprietary Information"). You agree on behalf of
yourself and your Authorized Designees to keep the Proprietary Information
confidential and to limit access to your employees and Authorized
Designees (under a similar duty of confidentiality) who require access to
the System for the purposes intended. The foregoing shall not apply to
Proprietary Information in the public domain or required by laws to be
made public.
You agree to use the Remote Access Services only in connection with
the proper purposes of this Agreement. You will not, and will cause your
employees and Authorized Designees not to, (i) permit any third party to
use the System or the Remote Access Services, (ii) sell, rent, license or
otherwise use the System or the Remote Access Services in the operation of
a service bureau or for any purpose other than as expressly authorized
under this Agreement, (iii) use the System or the Remote Access Services
for any fund, trust or other investment vehicle without the prior written
consent of State Street, or (iv) allow or cause any information
transmitted from State Street's databases, including data from third party
sources, available through use of the System or the Remote Access
Services, to be published, redistributed or retransmitted for other than
use for or on behalf of yourself, as our Customer.
You agree that neither you nor your Authorized Designee will modify
the System in any way, enhance or otherwise create derivative works based
upon the System, nor will you or your Authorized Designees reverse
engineer, decompile or otherwise attempt to secure the source code for all
or any part of the System.
You acknowledge that the disclosure of any Proprietary Information,
or of any information which at law or equity ought to remain confidential,
will immediately give rise to continuing irreparable injury to State
Street inadequately compensable in damages at law and that State Street
shall be entitled to obtain immediate injunctive relief against the breach
or threatened breach of any of the foregoing undertakings, in addition to
any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and has
the right to grant access to the System and to provide the Remote Access
Services contemplated herein. Because of the nature of computer
information technology, including but not limited to the use of the
Internet, and the necessity of relying on third party sources and data and
pricing information obtained from third parties, the System and Remote
Access Services are provided "AS IS", and you and your Authorized
Designees shall be solely responsible for the investment decisions,
results obtained, regulatory reports and statements produced using the
Remote Access Services. State Street and its relevant licensors will not
be liable to you or your Authorized Designees for any direct or indirect,
special, incidental, punitive or consequential damages arising out of or
in any way connected with the System or the Remote Access Services, nor
shall either party be responsible for delays or nonperformance under this
Agreement arising out of any cause or event beyond such party's control.
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 Year 2000 compliant,
including, but not limited to, century recognition of dates, calculations
that correctly compute same century and multi century formulas and date
values, and interface values that reflect the date issues arising between
now and the next one-hundred years, and if any changes are required, State
Street will make the changes to its products at no cost to you and in a
commercially reasonable time frame and will require third-party supplies
to do likewise. You will do likewise for your systems.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STATE STREET FOR
ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED
HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Infringement
State Street will defend or, at our option, settle any claim or
action brought against you to the extent that it is based upon an
assertion that access to the System or use of the Remote Access Services
by you under this Agreement constitutes direct infringement of any patent
or copyright or misappropriation of a trade secret, provided that you will
notify State Street promptly in writing of any such claim or proceeding
and cooperate with State Street in the defense of such claim or
proceeding. Should the System or the Remote Access Services or any part
thereof become, or in State Street's opinion be likely to become, the
subject of a claim of infringement or the like under any applicable
patent, copyright or trade secret laws, State Street shall have the right,
at State Street's sole option, to (i) procure for you the right to
continue using the System or the Remote Access Services, (ii) replace or
modify the System or the Remote Access Services so that the System or the
Remote Access Services becomes noninfringing, or (iii) terminate this
Agreement without further obligation.
Termination.
-----------
Either party may terminate this Agreement (i) for any reason by
giving the other party at least one-hundred and eighty (180) days' prior
written notice in the case of notice of termination by State Street to you
or thirty (30) days' notice in the case of notice from you to State Street
of termination, or (ii) immediately for failure of the other party to
comply with any material term or condition of the Agreement by giving the
other party written notice of termination. This Agreement shall in any
event terminate within ninety (90) days after the termination of any
custodian agreement applicable to you. In the event of termination, you
will return to State Street all copies of documentation and other
confidential information in your possession or in the possession of your
Authorized Designees. The foregoing provisions with respect to
confidentiality and infringement will survive termination for a period of
three (3) years.
Miscellaneous
This Agreement and the exhibits hereto constitute our entire
understanding with respect to access to the System and Remote Access
Services. This Agreement cannot be modified or altered except in a
writing duly executed by both of us and shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.
Should you wish to avail yourself of the System and the Remote
Access Services, pleas sign and return one copy of this letter. If you do
not sign and return one copy of this letter we will deem your and your
Authorized Designees' continued use of the System and the Remote Access
Services to be your acceptance of these terms.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
CONFIRMED AND AGREED:
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President & Treasurer
Date: 3/29/02
FEDERATED INVESTMENT COMPANIES,
On Exhibit 1 (as it may be revised from time to time)
of the Custodian Contract.
By: /s/ Xxxx X. XxXxxxxxx
---------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Executive Vice President
Date: 5/14/02
EXHIBIT A
IN~SIGHT
System Product Description
In~SightSM provides bilateral information, delivery, interoperability, and
on-line access to State Street. In~SightSM allows users a single point of
entry into State Street's diverse systems and applications. Reports and
data from systems such as Investment Policy MonitorSM, Multicurrency
HorizonSM, Securities Lending, Performance & Analytics and Electronic
Trade Delivery can be accessed through In~SightSM. This Internet-enabled
application is designed to run from a Web browser and perform across
low-speed data lines or corporate high-speed backbones. In~SightSM also
offers users a flexible toolset, including an ad-hoc query function, a
custom graphics package, a report designer, and a scheduling capability.
Data and reports offered through In~SightSM will continue to increase in
direct proportion with the client roll out, as it is viewed as the
information delivery system that will grow with our clients.
