Exhibit (j)
MASTER CUSTODIAN AGREEMENT
This Agreement is made as of March 17, 2004, between EACH REGISTERED
INVESTMENT COMPANY IDENTIFIED ON APPENDIX A HERETO [CHICAGO BOARD] (each such
registered investment company, and each registered investment company made
subject to this Agreement in accordance with Section 18 below, referred to as
the "FUND"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust
company (the "CUSTODIAN").
WITNESSETH:
WHEREAS, the Funds are registered under the Investment Company Act of 1940
and each Fund has appointed the Custodian to act as its custodian;
WHEREAS, certain Funds may be authorized to issue shares of common stock or
shares of beneficial interest in separate series, with each such series
representing interests in a separate portfolio of securities and other assets;
WHEREAS, each Fund so authorized intends that this Agreement be applicable
to each of its series set forth on Appendix A hereto (such series together with
all other series subsequently established by the Fund and made subject to this
Agreement in accordance with Section 19 below, shall be referred to as the
"PORTFOLIO(S)"); and
WHEREAS, each Fund not so authorized intends that this Agreement be
applicable to it and all references herein to one or more "Portfolio(s)" shall
be deemed to refer to such Fund(s).
Now, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
SECTION l. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
Each Fund hereby employs the Custodian as the custodian of its assets or those
of its Portfolios, including securities which the Fund, on behalf of the
applicable Portfolio, desires to be held in places within the United States
("DOMESTIC SECURITIES") and securities it desires to be held outside the United
States ("FOREIGN SECURITIES"). Each Fund, on behalf of its Portfolio(s), agrees
to deliver to the Custodian all securities and cash owned by it, and all
payments of income, payments of principal or capital distributions received by
such Portfolios with respect to all securities owned by it from time to time,
and the cash consideration received by it for such new or treasury share of
beneficial interest of each Fund representing interests in its Portfolios
("SHARES") as may be issued or sold from time to time. The Custodian shall not
be responsible for any property of a Portfolio held or received by the Fund and
not delivered to the Custodian. With respect to uncertificated shares (the
"UNDERLYING SHARES") of registered investment companies (hereinafter sometimes
referred to as the "UNDERLYING PORTFOLIOS"), the holding of confirmation
statements that identify the shares as being recorded in the Custodian's name on
behalf of the Portfolios will be deemed custody for purposes hereof.
Upon receipt of "PROPER INSTRUCTIONS" (as such term is defined in Section 6
hereof), the Custodian shall, on behalf of the applicable Portfolios, from time
to time employ one or more sub-custodians located in the United States, but only
in accordance with an applicable vote by the Board of Directors or the Board of
Trustees of the applicable Fund on behalf of the applicable Portfolio (as
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appropriate, and in each case, the "BOARD"). The Custodian may employ as
sub-custodian for each Fund's foreign securities, on behalf of the applicable
Portfolio, the foreign banking institutions and foreign securities depositories
designated in Schedules A and B hereto, but only in accordance with the
applicable provisions of Sections 3 and 4. The Custodian shall have no more or
less responsibility or liability to any Fund on account of any actions or
omissions of any sub-custodian so employed than any such sub-custodian has to
the Custodian.
SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY
THE CUSTODIAN IN THE UNITED STATES
SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically
segregate for the account of each Portfolio all non-cash property, to be held by
it in the United States, including all domestic securities owned by such
Portfolio other than (a) securities which are maintained pursuant to Section 2.9
in a clearing agency which acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the Treasury (each, a "U.S.
SECURITIES SYSTEM") and (b) the Underlying Shares owned by each Fund which are
maintained pursuant to Section 2.14 in an account with State Street Bank and
Trust Company or such other entity which may from time to time act as a transfer
agent for the Underlying Portfolios and with respect to which the Custodian is
provided with Proper Instructions (the "UNDERLYING TRANSFER AGENT").
SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver
domestic securities owned by a Portfolio held by the Custodian or in a U.S.
Securities System account of the Custodian or in an account at the Underlying
Transfer Agent, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in the
following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Portfolio;
3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.9 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the
Portfolio or into the name of any nominee or nominees of the Custodian
or into the name or nominee name of any agent appointed pursuant to
Section 2.8 or into the name or nominee name of any sub-custodian
appointed pursuant to Section 1; or for exchange for a different
number of bonds, certificates or other evidence representing the same
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aggregate face amount or number of units; provided that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the Portfolio, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to receiving
payment for such securities except as may arise from the Custodian's
own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made by the
Portfolio, but only against receipt of adequate collateral as agreed
upon from time to time by the Custodian and the Fund on behalf of the
Portfolio, which may be in the form of cash or obligations issued by
the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the Custodian will
not be held liable or responsible for the delivery of securities owned
by the Portfolio prior to the receipt of such collateral;
11) For delivery in connection with any loans of securities made by a Fund
on behalf of a Portfolio to a third-party lending agent, or the
lending agent's custodian, in accordance with Proper Instructions
(which may or may not provide for the receipt by the Custodian of
collateral therefor), as agreed upon from time to time by the
Custodian and the Fund on behalf of the Portfolio;
12) For the payment of initial or variation margin in connection with
trading in futures and options on futures contracts;
13) For delivery as security in connection with any borrowing by the Fund
on behalf of a Portfolio requiring a pledge of assets by the Fund on
behalf of such Portfolio, but only against receipt of amounts
borrowed;
14) For delivery in accordance with the provisions of any agreement among
a Fund on behalf of a Portfolio, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the "EXCHANGE
ACT") and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance
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with the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other arrangements
in connection with transactions by the Fund on behalf of a Portfolio;
15) For delivery in accordance with the provisions of any agreement among
a Fund on behalf of a Portfolio, the Custodian, and a futures
commission merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission ("CFTC") and/or any contract market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Fund on behalf of a Portfolio;
16) Upon receipt of instructions from the transfer agent for the Fund (the
"TRANSFER AGENT") for delivery to such Transfer Agent or to the
holders of Shares in connection with distributions in kind, as may be
described from time to time in the currently effective prospectus and
statement of additional information of the Fund related to the
Portfolio (the "PROSPECTUS"), in satisfaction of requests by holders
of Shares for repurchase or redemption;
17) In the case of a sale processed through the Underlying Transfer Agent
of Underlying Shares, in accordance with Section 2.14 hereof; and
18) For any other purpose, but only upon receipt of Proper Instructions
from the Fund on behalf of the applicable Portfolio specifying the
securities of the Portfolio to be delivered and naming the person or
persons to whom delivery of such securities shall be made.
SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the
Custodian (other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or
of any nominee of the Custodian which nominee shall be assigned exclusively to
the Portfolio, unless the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered investment companies having
the same investment adviser as the Portfolio, or in the name or nominee name of
any agent appointed pursuant to Section 2.8 or in the name or nominee name of
any sub-custodian appointed pursuant to Section 1. All securities accepted by
the Custodian on behalf of the Portfolio under the terms of this Agreement shall
be in "street name" or other good delivery form. If, however, a Fund directs the
Custodian to maintain securities in "street name", the Custodian shall utilize
its best efforts only to timely collect income due the Fund on such securities
and to notify the Fund on a best efforts basis only of relevant corporate
actions including, without limitation, pendency of calls, maturities, or tender
or exchange offers.
SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate
bank account or accounts in the United States in the name of each Portfolio of
each Fund, subject only to draft or order by the Custodian acting pursuant to
the terms of this Agreement, and shall hold in such account or accounts, subject
to the provisions hereof, all cash received by it from or for the account of the
Portfolio, other than cash maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the Investment Company
Act of 1940, as amended (the "1940 ACT"), Monies held by the Custodian for a
Portfolio may be deposited by it to its credit as Custodian
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in the banking department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be qualified to act as a
custodian under the 1940 Act and that each such bank or trust company and the
monies to be deposited with each such bank or trust company shall on behalf of
each Portfolio be approved by vote of a majority of the Board. Such monies shall
be deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section 2.3,
the Custodian shall collect on a timely basis all income and other payments with
respect to registered domestic securities held hereunder to which each Portfolio
shall be entitled either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income and other payments with
respect to bearer domestic securities if, on the date of payment by the issuer,
such securities are held by the Custodian or its agent thereof and shall credit
such income, as collected, to such Portfolio's custodian account. Without
limiting the generality of the foregoing, the Custodian shall detach and present
for payment all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on securities held
hereunder. Income due each Portfolio on securities loaned pursuant to the
provisions of Section 2.2 (10) and (11) shall be the responsibility of the
applicable Fund. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or data as may
be necessary to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Portfolio is properly entitled.
SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities or evidence of title
to such options, futures contracts or options on futures contracts to
the Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified under the
1940 Act to act as a custodian and has been designated by the
Custodian as its agent for this purpose) registered in the name of the
Portfolio or in the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer; (b) in the case of
a purchase effected through a U.S. Securities System, in accordance
with the conditions set forth in Section 2.9 hereof; (c) in the case
of a purchase of Underlying Shares, in accordance with the conditions
set forth in Section 2.14 hereof; (d) in the case of repurchase
agreements entered into between the applicable Fund on behalf of a
Portfolio and the Custodian, or another bank, or a broker-dealer which
is a member of NASD, (i) against delivery of the securities either in
certificate form or through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Portfolio of
securities owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from the
Portfolio; or (e) for transfer to a time deposit account of the Fund
in any bank, whether domestic or foreign; such transfer may be
effected prior to receipt of a confirmation from a broker and/or the
applicable bank pursuant to Proper Instructions from the Fund as
defined herein;
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2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued as set forth in
Section 5 hereof;
4) For the payment of any expense or liability incurred by the Portfolio,
including but not limited to the following payments for the account of
the Portfolio: interest, taxes, management, accounting, transfer agent
and legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or in part capitalized or treated as
deferred expenses;
5) For the payment of any dividends on Shares declared pursuant to the
Fund's articles of incorporation or agreement and declaration of
trust, as applicable, by-laws and Prospectus (collectively, "GOVERNING
DOCUMENTS");
6) For payment of the amount of dividends received in respect of
securities sold short;
7) In connection with a lending or borrowing transaction between a Fund
on behalf of a Portfolio and an investment company advised by Deutsche
Asset Management, Inc., or its applicable affiliates;
8) In connection with a cash sweep arrangement;
9) For the payment of initial or variation margin in connection with
trading in futures and options on futures contracts;
10) For the payment of cash to one or more co-custodians (each, a "REPO
CUSTODIAN") appointed by a Fund on behalf of a Portfolio, as
applicable, and communicated to the Custodian by Proper Instructions,
including Schedule D (as may be amended from time to time) attached to
this Agreement, duly executed by an authorized officer of the Fund,
for the purpose of engaging in repurchase agreement transactions,
which payment maybe made without contemporaneous receipt by the
Custodian of assets in exchange therefor, and upon which delivery to
such Repo Custodian in accordance with Proper Instructions from the
Fund on behalf of a Portfolio, the Custodian shall have no further
responsibility or obligation to the Fund as a custodian for such
Portfolio with respect to the cash so delivered (each such delivery, a
"FREE TRADE"), provided that, in preparing reports of monies received
or paid out of the Portfolio or of assets comprising the Portfolio,
the Custodian shall be entitled to rely upon information received from
time to time from the Repo Custodian and shall not be responsible for
the accuracy or completeness of such information included in the
Custodian's reports until such assets are received by the Custodian;
and
11) For any other purpose, but only upon receipt of Proper Instructions
from the Fund on behalf of the Portfolio specifying the amount of such
payment and naming the person or persons to whom such payment is to be
made.
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SECTION 2.7 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES
PURCHASED. Except as specifically stated otherwise in this Agreement, in any and
every case where payment for purchase of domestic securities for the account of
a Portfolio is made by the Custodian in advance of receipt of the securities
purchased in the absence of specific written instructions from the Fund on
behalf of such Portfolio to so pay in advance, the Custodian shall be absolutely
liable to the Fund for such securities to the same extent as if the securities
had been received by the Custodian.
SECTION 2.8 APPOINTMENT OF AGENTS. The Custodian may at any time or times
in its discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act to act as a custodian, as
its agent to carry out such of the provisions of this Section 2 as the Custodian
may from time to time direct; provided, however, that the appointment of any
agent shall not relieve the Custodian of its responsibilities or liabilities
hereunder. The Underlying Transfer Agent shall not be deemed an agent or
subcustodian of the Custodian for purposes of this Section 2.8 or any other
provision of this Agreement.
SECTION 2.9 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S.
Securities System subject to the following provisions:
1) The Custodian may keep securities of a Portfolio in a U.S. Securities
System provided that such securities are represented in an account of
the Custodian in the U.S. Securities System, which account shall not
include any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the Portfolio;
3) The Custodian shall maintain securities of a Portfolio in a U.S.
Securities System in compliance with the requirements of Rule 17f-4 of
the 1940 Act, as amended from time to time;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian on the U.S. Securities System's accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the U.S. Securities System;
5) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the Portfolio
for any loss or damage to the Portfolio resulting from use of the U.S.
Securities System by reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents or of any of its or
their employees or from failure of the Custodian or any such agent to
enforce effectively such rights as it may have against the U.S.
Securities System; at the election of the Fund, it shall be entitled
to be subrogated to the rights of the Custodian with respect to any
claim against the U.S. Securities System or any other person which the
Custodian may have as a consequence of any such loss or damage if and
to the extent that the Portfolio has not been made whole for any such
loss or damage.
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SECTION 2.10 SEGREGATED ACCOUNT. The Custodian shall, upon receipt of
Proper Instructions on behalf of each applicable Portfolio, establish and
maintain a segregated account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by the Custodian
pursuant to Section 2.9 hereof, (i) in accordance with the provisions of any
agreement among a Fund on behalf of itself or its Portfolios, the Custodian and
a broker-dealer registered under the Exchange Act and a member of the NASD (or
any futures commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange (or the CFTC or any registered
contract market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Fund or
Portfolio, (ii) for purposes of segregating cash or government securities in
connection with swaps arrangements entered into by a Fund on behalf of itself or
its Portfolios, options purchased, sold or written by a Fund on behalf of itself
or its Portfolio(s), or commodity futures contracts or options thereon purchased
or sold by a Fund on behalf of itself or its Portfolios, (iii) for the purposes
of compliance by a Fund or a Portfolio with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release of the U.S.
Securities and Exchange Commission (the "SEC"), or interpretative opinion of the
staff of the SEC, relating to the maintenance of segregated accounts by
registered investment companies, (iv) for the purpose of segregating securities
or other assets of the Fund on behalf of itself or its Portfolios in connection
with a borrowing transaction between a Fund as borrower and an investment
company advised by Deutsche Asset Management, Inc., or its applicable
affiliates, and (v) for any other purpose upon receipt of Proper Instructions.
SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by it and in connection
with transfers of securities.
SECTION 2.12 PROXIES. Except with respect to Portfolio property purchased
pursuant to Section 2.6 (10), the Custodian shall, with respect to the domestic
securities held hereunder, cause to be promptly executed by the registered
holder of such securities, if the securities are registered otherwise than in
the name of the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Fund such proxies, all proxy soliciting materials and
all notices relating to such securities.
SECTION 2.13 COMMUNICATIONS RELATING TO FUND SECURITIES. Except with
respect to Portfolio property purchased pursuant to Section 2.6(10), and subject
to the provisions of Section 2.3, the Custodian shall transmit promptly to the
applicable Fund for each Portfolio all written information (including, without
limitation, pendency of calls and maturities of domestic securities and
expirations of rights in connection therewith and notices of exercise of call
and put options written by the Fund on behalf of itself or its Portfolios and
the maturity of futures contracts purchased or sold by the Fund on behalf of
itself or its Portfolios) received by the Custodian from issuers of the
securities being held for the Fund or Portfolio. With respect to tender or
exchange offers, the Custodian shall transmit promptly to the applicable Fund
all written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or its agents) making the
tender or exchange offer. If a Fund desires to take action with respect to any
tender offer, exchange offer or any other similar transaction, the Fund shall
notify the Custodian at least three business days prior to the date on which the
Custodian is to take such action.
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SECTION 2.14 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT.
Underlying Shares shall be deposited and/or maintained in an account or accounts
maintained with 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 an Underlying 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
an Underlying 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 of the
Custodian 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 Underlying 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 Portfolio's
investment adviser at its request; and
4) The Custodian shall be not be liable to any Fund or any Portfolio for
any loss or damage to the Fund or any Portfolio resulting from
maintenance of Underlying Shares with the Underlying Transfer Agent
except for losses resulting directly from the negligence, misfeasance
or misconduct of the Custodian or any of its agents or of any of its
or their employees.
SECTION 2.15 AVAILABILITY OF FEDERAL FUNDS Upon agreement between the Fund
on behalf of itself or its Portfolios and the Custodian, the Custodian shall,
upon the receipt of Proper Instructions from the Fund or Portfolio, make federal
funds available to the Fund or Portfolio as of specified times agreed upon from
time to time by the Fund or Portfolio and the Custodian in the amount
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of checks received in payment for Shares of such Fund or Portfolio which are
deposited into the Fund's or Portfolio's account.
SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
SECTION 3.1. DEFINITIONS. AS used throughout this Agreement, the following
capitalized terms shall have the indicated 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)(l) of Rule
17f-5, including a majority-owned direct or indirect subsidiary of a U.S. Bank
(as defined in Section (a)(7) of Rule 17f-5), a bank holding company meeting the
requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by
other appropriate action of the SEC), or a foreign branch of a Bank (as defined
in Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian
under Section 17(f) of the 1940 Act; the term does not include any Eligible
Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section (b)(l) of
Rule 17f-7.
"Foreign Assets" means any of the Fund's 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 Fund's
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
l7f-5.
"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.
"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.
SECTION 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 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 held outside the United States, and
the Custodian hereby accepts such delegation as Foreign Custody Manager for each
Fund and each Portfolio, as applicable.
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 the appropriate Schedule A to this Agreement ("SCHEDULE A"), which
list of countries may be amended from time to time by any 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
10
each Fund, and each Schedule A of Eligible Foreign Custodians may be amended
from time to time by agreement between the Fund and 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 a
Schedule A, and the fulfillment by each Fund, on behalf of the applicable
Portfolio(s), of the applicable account opening requirements for such country,
the Foreign Custody Manager shall be deemed to have been delegated by such
Fund's Board on behalf of such Portfolio(s) responsibility as Foreign Custody
Manager with respect to that country and to have accepted such delegation.
Execution of this Agreement by each Fund shall be deemed to be a Proper
Instruction to open an account, or to place or maintain Foreign Assets, in each
country listed on Schedule A in which the Custodian has previously placed or
currently maintains Foreign Assets pursuant to the terms of the Agreement.
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 such Portfolio 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 for such
Portfolio with respect to that country.
In the event that the Foreign Custody Manager determines that no Eligible
Foreign Custodian in the designated market satisfies the requirements of Rule
17f-5, the Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to such designated country upon written notice to
the Fund. Sixty days (or such longer period to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian shall have
no further responsibility in its capacity as Foreign Custody Manager to the Fund
with respect to the country as to which the Custodian's acceptance of delegation
is withdrawn.
3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:
(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of
this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign
Assets in the care of the Eligible Foreign Custodian selected by the Foreign
Custody Manager in each country listed on Schedule A, as amended from time to
time. In performing its delegated responsibilities as Foreign Custody Manager to
place or maintain Foreign Assets 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), as
amended from time to time.
(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
11
Foreign Assets with such Eligible Foreign Custodian and (ii) performance of the
contract governing the custody arrangements established by the Foreign Custody
Manager with the Eligible Foreign Custodian. In the event the Foreign Custody
Manager determines that the custody arrangements with an Eligible Foreign
Custodian it has selected 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, directly or by delegation to its duly authorized
investment adviser or investment manager, 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. At least annually and more frequently as
the Board deems reasonable and appropriate based on the circumstances, the
Foreign Custody Manager shall provide the Board with written reports specifying
placement of the Portfolios' Foreign Assets with each Eligible Foreign Custodian
selected by the Foreign Custody Manager and shall promptly report to the Board,
or its duly authorized investment adviser or investment manager, as to any
material change to such foreign custody arrangement.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF THE FUND. In
performing the responsibilities delegated to it hereunder, the Foreign Custody
Manager agrees to exercise reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of foreign 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 each Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has
determined that it is reasonable for such Board to rely on the Custodian to
perform the responsibilities delegated pursuant to this Agreement 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 sixty (60) 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.
SECTION 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 such 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 l7f-7.
12
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.
SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
OUTSIDE THE UNITED STATES
SECTION 4.1 DEFINITIONS. AS used throughout this Agreement, the following
capitalized terms shall have the indicated 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.
SECTION 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.
SECTION 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.
SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. DELIVERY OF FOREIGN SECURITIES. 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) to the depository agent in connection with tender or other similar
offers for foreign securities of the Portfolio;
13
(iii) to the issuer thereof or its agent when such foreign securities are
called, redeemed, retired or otherwise become payable;
(iv) 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;
(v) 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;
(vi) 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;
(vii) 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;
(viii) for delivery as security in connection with any borrowing by a Fund
on behalf of a Portfolio requiring a pledge of assets by the Fund on
behalf of such Portfolio;
(ix) in connection with trading in options and futures contracts, including
delivery as original margin and variation margin;
(x) for delivery in connection with any loans of foreign securities made
by a Fund on behalf of a Portfolio, but only against receipt of
adequate collateral as agreed upon from time to time by the Custodian
and such Fund on behalf of a Portfolio, which may be in the form of
cash or obligations issued by the United States government, its
agencies or instrumentalities, except that in connection with any
loans for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the U.S. Department of
the Treasury, the Custodian will not be held liable or responsible for
the delivery of securities owned by the Portfolio prior to the receipt
of such collateral;
(xi) for delivery in connection with any loans of foreign securities made
by a Fund on behalf of a Portfolio to a third party lending agent, or
the lending agent's custodian, in accordance with Proper Instructions
(which may or may not provide for the receipt by the Custodian of
collateral therefor) agreed upon from time to time by the Custodian
and the Fund on behalf of such Portfolio; and
14
(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
Agreement, 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 a lending or borrowing transaction between a
Portfolio and an investment company advised by Deutsche Asset
Management, Inc., or its applicable affiliates;
(viii) for delivery in connection with any loans of foreign securities made
by a Portfolio, but only against receipt of adequate collateral as
agreed upon from time to time by the Custodian and such Portfolio,
which may be in the form of cash or obligations issued by the United
States government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be credited to
the Custodian's account in the book-entry system authorized by the
U.S. Department of the Treasury, the Custodian will not be held liable
or responsible for the delivery of securities owned by such Portfolio
prior to the receipt of such collateral;
(ix) for delivery in connection with any loans of foreign securities made
by a Portfolio to a third party lending agent, or the lending agent's
custodian, in accordance with
15
Proper Instructions (which may or may not provide for the receipt by
the Custodian of collateral therefor) agreed upon from time to time by
the Custodian and such Portfolio; and
(x) 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
Agreement 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 each Board, or its authorized designee, the
information with respect to custody and settlement practices in countries in
which the Custodian employs a Foreign Sub-Custodian described on Schedule C
hereto at the time or times set forth on such Schedule. The Custodian may revise
Schedule C from time to time, provided that no such revision shall result in a
Board or its duly-authorized designee being provided with substantively less
information than had been previously provided hereunder.
SECTION 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, provided that a nominee does not act
negligently, the applicable 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 Agreement
unless the form of such securities and the manner in which they are delivered
are in accordance with reasonable market practice.
SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as
belonging to the applicable 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 in accordance with the provisions of this Agreement. All accounts
referred to in this Section shall be subject only to draft or order by the
Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the
terms of this 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.
SECTION 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
16
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.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held
pursuant to this Section 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 such Fund to exercise shareholder rights.
SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian
shall transmit promptly to the applicable Fund written information with respect
to materials received by the Custodian via the Foreign Sub-Custodians from
issuers of the foreign securities being held for the account of the 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
applicable Fund written information with respect to materials so received by the
Custodian from issuers of the foreign securities whose tender or exchange is
sought or from the party (or its agents) making the tender or exchange offer.
Absent negligence on the part of the Custodian, 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 or control 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.
SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant
to which the Custodian employs a Foreign Sub-Custodian shall require the Foreign
Sub-Custodian to exercise reasonable care in the performance of its duties, and,
to the extent possible, 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
a Fund's election, 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.
SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on any Fund, 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 each Fund to notify the Custodian of the obligations imposed
on such Fund with respect to those 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
17
reasonable efforts to assist the Fund with respect to any claim for exemption or
refund under the tax law of countries for which such Fund has provided such
information.
SECTION 4.12. Access OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon request
of any Fund, the Custodian will use reasonable efforts to arrange for the
independent accountants of such Fund to be afforded access to the books and
records of any foreign banking institution employed as a Foreign Sub-Custodian
insofar as such books and records relate to the performance of such foreign
banking institution under its contract with the Custodian.
SECTION 5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
The Custodian shall receive from the distributor for the Shares or from the
Transfer Agent and deposit into the account of the appropriate Portfolio such
payments as are received for Shares thereof issued or sold from time to time by
the applicable Fund. The Custodian will provide timely notification to such Fund
on behalf of each such Portfolio and the Transfer Agent of any receipt by it of
payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection with the redemption
or repurchase of Shares, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders.
SECTION 6. PROPER INSTRUCTIONS
"PROPER INSTRUCTIONS", which may also be standing instructions, as used
throughout this Agreement shall mean instructions received by the Custodian from
a Fund or from a Fund's investment manager or subadviser, as duly authorized by
the applicable Board of such Fund. Such instructions may be in writing signed by
the authorized person or persons or may be in a tested communication or in a
communication utilizing access codes effected between electro-mechanical or
electronic devices or may be by such other means and utilizing such intermediary
systems and utilities as may be agreed to from time to time by the Custodian and
the person giving such instructions, provided that each Fund has followed any
security procedures agreed to from time to time by the applicable Fund and the
Custodian, including, but not limited to, the security procedures selected by
such Fund. Instructions will be considered Proper Instructions if the Custodian
reasonably believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. Each Fund shall cause all
oral instructions to be confirmed promptly in writing. For purposes of this
Section, Proper Instructions shall include instructions received by the
Custodian pursuant to any multi-party agreement which requires a segregated
asset account in accordance with Section 2.10 of this Agreement. Each Fund or
such Fund's investment manager or subadviser shall cause its duly authorized
officer to certify to the Custodian in writing the names and specimen signatures
of persons authorized to give Proper Instructions. The Custodian shall be
entitled to rely upon the identity and authority of such persons until it
receives notice from the applicable Fund to the contrary.
18
SECTION 7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from the
applicable Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to
the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the applicable Board.
SECTION 8. EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the applicable
Fund. The Custodian may receive and accept a copy of a resolution of the Board,
certified by the Secretary or an Assistant Secretary of any Fund ("CERTIFIED
RESOLUTION"), as conclusive evidence (a) of the authority of any person to act
in accordance with such resolution or (b) of any determination or of any action
by the applicable Board as described in such resolution, and such resolution may
be considered as in full force and effect until receipt by the Custodian of
written notice to the contrary.
SECTION 9. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the applicable Board to keep the books of
account of each Portfolio and/or compute the net asset value per Share of the
outstanding Shares or, if directed in writing to do so by the Fund on behalf of
such Portfolio(s), shall itself keep such books of account and/or compute such
net asset value per Share. If so directed, the Custodian shall also calculate
daily the net income of each applicable Portfolio as described in the Prospectus
and shall advise such Portfolio and the Transfer Agent daily of the total
amounts of such net income and, if instructed in writing by an officer of the
Fund on behalf of such Portfolio to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various components.
Each Fund acknowledges and agrees that, with respect to investments maintained
with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole
source of information on the number of shares of a Fund held by it on behalf of
a Portfolio and that the Custodian has the right to rely on holdings information
furnished by the Underlying Transfer Agent to the Custodian in performing its
duties under this Agreement, including, without limitation, the duties set forth
in this Section 9 and in Section 10 hereof; provided, however, that the
Custodian shall be obligated to reconcile information as to purchases and sales
of
19
Underlying Shares contained in trade instructions and confirmations received by
the Custodian and to report promptly any discrepancies to the Underlying
Transfer Agent. The calculations of the net asset value per Share and the daily
income of each Portfolio shall be made at the time or times described from time
to time in the Prospectus.
SECTION 10. RECORDS
The Custodian shall create and maintain all records relating to its activities
and obligations under this Agreement in such manner as will meet the obligations
of each Fund under the 1940 Act, with particular attention to Section 31 thereof
and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property
of the Fund and shall at all times during the regular business hours of the
Custodian be open for inspection by duly authorized officers, employees or
agents of such Fund and employees and agents of the SEC. The Custodian shall, at
the Fund's request, supply the Fund with a tabulation of securities owned by
each Portfolio and held by the Custodian and shall, when requested to do so by
the Fund and for such compensation as shall be agreed upon between the Fund and
the Custodian, include certificate numbers in such tabulations.
SECTION 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as a Fund with respect to a
Portfolio may from time to time request, to obtain from year to year favorable
opinions from the Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Form N-1A, N-2, and
Form N-SAR or other annual reports to the SEC and with respect to any other
requirements thereof.
SECTION 12. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the applicable Fund, on behalf of each of the
Portfolios, at such times as such Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a U.S. Securities System or a Foreign Securities System (either system, a
"SECURITIES SYSTEM") relating to the services provided by the Custodian under
this Agreement; such reports shall be of sufficient scope and in sufficient
detail as may reasonably be required by the Fund to provide reasonable assurance
that any material inadequacies would be disclosed by such examination, and, if
there are no such inadequacies, the reports shall so state.
SECTION 13. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its services and
expenses as Custodian, as agreed upon from time to time between each Fund, on
behalf of each applicable Portfolio, and the Custodian.
SECTION 14. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement and shall be held harmless in acting upon any
20
notice, request, consent, certificate or other instrument reasonably believed by
it to be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement, but shall be
kept indemnified by and shall be without liability to any Fund for any action
taken or omitted by it in good faith without negligence, including, without
limitation, acting in accordance with any Proper Instruction. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for a
Fund) on all matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice. The Custodian shall be without
liability to any Fund or Portfolio for any loss, liability, claim or expense
resulting from or caused by anything which is part of Country Risk (as defined
in Section 3 hereof), including without limitation nationalization,
expropriation, currency restrictions, or acts of war, revolution, riots or
terrorism.
Except as may arise from the Custodian's own negligence, willful misconduct, or
the negligence or willful misconduct of a sub-custodian or agent, the Custodian
shall be without liability to any Fund for any loss, liability, claim or expense
resulting from or caused by: (i) events or circumstances beyond the reasonable
control of the Custodian or any sub-custodian or Securities System or any agent
or nominee of any of the foregoing, including, without limitation, the
interruption, suspension or restriction of trading on or the closure of any
securities market, power or other mechanical or technological failures or
interruptions, computer viruses or communications disruptions, work stoppages,
natural disasters, or other similar events or acts; or (ii) the insolvency of or
acts or omissions by a Securities System. In the event such event or
circumstances directly affect the performance of the Custodian's obligations
under this Agreement, the Custodian will take reasonable steps to minimize
service interruptions arising from such event or circumstances.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian (as defined in Section 4 of this Agreement) to the same extent as
set forth with respect to sub-custodians generally in the Agreement 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.
If a Fund on behalf of a Portfolio requires the Custodian to take any action
with respect to securities, which action involves the payment of money or which
action may, in the opinion of the Custodian, result in the Custodian or its
nominee assigned to the Fund or the Portfolio being liable for the payment of
money or incurring liability of some other form, such Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.
If any Fund or any of its applicable Portfolios requires the Custodian, its
affiliates, subsidiaries or agents, to advance cash or securities for any
purpose (including but not limited to securities settlements, foreign exchange
contracts and assumed settlement) or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time held
for the account of such Fund on behalf of the applicable Portfolio shall be
security therefor and should the Portfolio fail to repay the Custodian promptly,
the Custodian shall be entitled to
21
utilize available cash and to dispose of the Portfolio's assets to the extent
necessary to obtain reimbursement.
SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Agreement shall become effective as of its execution and shall continue in
full force and effect until terminated as hereinafter provided. This Agreement
may be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than ninety (90) days after the date of such delivery or mailing; provided,
however, that a Fund shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or any provision
of such Fund's Governing Documents, and further provided, that any Fund on
behalf of one or more of the Portfolios may at any time by action of its Board
(i) substitute another bank or trust company for the Custodian by giving notice
as described above to the Custodian, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Termination of this Agreement with respect to any one particular Fund or
Portfolio shall in no way affect the rights and duties under this Agreement with
respect to any other Fund or Portfolio. Upon termination of the Agreement, the
applicable Fund on behalf of each applicable Portfolio shall pay to the
Custodian such compensation as may be due as of the date of such termination and
shall likewise reimburse the Custodian for its costs, expenses and
disbursements.
SECTION 16. SUCCESSOR CUSTODIAN
If a successor custodian for one or more Portfolios shall be appointed by the
applicable Board, the Custodian shall, upon termination and receipt of Proper
Instructions, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in
a Securities System or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like
manner, upon receipt of a Certified Resolution, deliver at the office of the
Custodian and transfer such securities, funds and other properties in accordance
with such resolution.
In the event that no written order designating a successor custodian or
Certified Resolution shall have been delivered to the Custodian on or before the
date when such termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which is a "bank" as defined in
the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of
its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian on behalf of each
applicable Portfolio and all instruments held by the Custodian relative thereto
and all other property held by it under this Agreement on behalf of each
applicable Portfolio, and to transfer to an account of such successor custodian
all of the securities of each such
22
Portfolio held in any Securities System or at the Underlying Transfer Agent.
Thereafter, such bank or trust company shall be the successor of the Custodian
under this Agreement.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of any Fund to procure the Certified Resolution to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Agreement relating to the duties
and obligations of the Custodian shall remain in full force and effect.
SECTION 17. LIMITATION OF LIABILITY OF FUND
As expressly permitted, limited or prohibited by relevant state or federal law,
it is understood and expressly stipulated that no member of the Board, officers,
agents or shareholders of any Fund shall be personally liable under the
Agreement. It is understood and acknowledged that all persons dealing with any
Fund must look solely to the property of that Fund for the enforcement of any
claims against such Fund, as the trustees, officers, agents or shareholders will
not assume any personal liability for obligations entered into on behalf of such
Fund.
SECTION 18. ADDITIONAL FUNDS
In the event that any registered investment company in addition to those listed
on Appendix A to this Agreement desires to have the Custodian render services as
custodian under the terms of this Agreement, it shall so notify the Custodian in
writing, and if the Custodian agrees in writing to provide such services, such
registered investment company shall become a Fund hereunder and be bound by all
terms and conditions and provisions of this Agreement.
SECTION 19. ADDITIONAL PORTFOLIOS
In the event that any Fund establishes one or more series of Shares in addition
to those set forth on Appendix A to this Agreement and the Fund desires to have
the Custodian render services to such series as custodian under the terms of
this Agreement, it shall so notify the Custodian in writing, and if the
Custodian agrees in writing to provide such services, such series of Shares
shall become a Portfolio under this Agreement.
SECTION 20. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Agreement, the Custodian and each Fund
on behalf of the Portfolios may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement. Any
such interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of any Fund's Governing Documents. No interpretive
or additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Agreement.
23
SECTION 21. MASSACHUSETTS LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with laws of The Commonwealth of Massachusetts.
SECTION 22. PRIOR AGREEMENTS
This Agreement supersedes and terminates, as of the date hereof, all prior
Agreements between each Fund on behalf of each of the Portfolios, as applicable,
and the Custodian relating to the custody of such Fund's assets.
SECTION 23. NOTICES.
Any notice, instruction or other instrument required to be given hereunder may
be delivered in person to the offices of the parties as set forth herein during
normal business hours or delivered prepaid registered mail or by telex, cable or
telecopy to the parties at the following addresses or such other addresses as
may be notified by any party from time to time.
To the Funds: XXXXXXX INVESTMENT FUNDS
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
To the Custodian: STATE STREET BANK AND TRUST COMPANY
Xxx Xxxxxxxx Xxxxx - XXX/0X
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
Such notice, instruction or other instrument shall be deemed to have been served
in the case of a registered letter at the expiration of five business days after
posting, in the case of cable twenty-four hours after dispatch and, in the case
of telex, immediately on dispatch and if delivered outside normal business hours
it shall be deemed to have been received at the next time after delivery when
normal business hours commence and in the case of cable, telex or telecopy on
the business day after the receipt thereof. Evidence that the notice was
properly addressed, stamped and put into the post shall be conclusive evidence
of posting.
SECTION 24. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, addenda, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in
24
evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction
was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
SECTION 25. REMOTE ACCESS SERVICES ADDENDUM
The Custodian and each Fund agree to be bound by the terms of the Remote Access
Services Addendum attached hereto.
SECTION 26. COUNTERPARTS
This Agreement may be signed in counterparts, all of which shall constitute but
one and the same instrument.
SECTION 27. SEVERABILITY
Whenever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be deemed prohibited or invalid under such applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, and such prohibition or invalidity shall not invalidate the
remainder of such provision or the other provisions of this Agreement.
SECTION 28. SHAREHOLDER COMMUNICATIONS ELECTION
SEC Rule 14b-2 requires banks which hold securities for the account of customers
to respond to requests by issuers of securities for the names, addresses and
holdings of beneficial owners of securities of that issuer held by the bank
unless the beneficial owner has expressly objected to disclosure of this
information. In order to comply with the rule, the Custodian needs each Fund to
indicate whether it authorizes the Custodian to provide such Fund's name,
address, and share position to requesting companies whose securities the Fund
owns. If a Fund tells the Custodian "no", the Custodian will not provide this
information to requesting companies. If a Fund tells the Custodian "yes" or does
not check either "yes" or "no" below, the Custodian is required by the rule to
treat a Fund as consenting to disclosure of this information for all securities
owned by the Fund or any funds or accounts established by the Fund. For a Fund's
protection, the Rule prohibits the requesting company from using the Fund's name
and address for any purpose other than corporate communications. Please indicate
below whether each Fund consents or objects by checking one of the alternatives
below.
YES [ ] The Custodian is authorized to release the Fund's name, address, and
share positions.
NO [X] The Custodian is not authorized to release the Fund's name, address,
and share positions.
25
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the date written on page one of this
Agreement.
EACH REGISTERED INVESTMENT COMPANY FUND SIGNATURE ATTESTED TO BY:
IDENTIFIED ON APPENDIX A ATTACHED
[CHICAGO BOARD]
By: /s/ Xxxx Xxxxxxxx By: /s/ Illegible
--------------------------------- ------------------------------------
Name: Xxxx Xxxxxxxx Name:
Title: Secretary ----------------------------------
Title:
---------------------------------
STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxx
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx X. Xxxx
Title: Executive Vice President Title: Counsel
26
APPENDIX A
To
MASTER CUSTODIAN AGREEMENT
DATED: MARCH 17, 2004
THE XXXXXXX FUNDS - CHICAGO BOARD
XXXXXXX AGGRESSIVE GROWTH FUND
XXXXXXX BLUE CHIP FUND
XXXXXXX DYNAMIC GROWTH FUND
XXXXXXX EQUITY TRUST
Xxxxxxx-Xxxxxx Financial Services Fund
Tax-Exempt New York Money Market Portfolio
XXXXXXX FOCUS VALUE PLUS GROWTH FUND
XXXXXXX GROWTH TRUST
Xxxxxxx Growth Fund
Xxxxxxx Strategic Growth Fund
XXXXXXX HIGH INCOME SERIES
Xxxxxxx High Income Fund
XXXXXXX INVESTORS TRUST
Xxxxxxx S&P 500 Stock Fund
XXXXXXX PORTFOLIOS
Xxxxxxx Cash Reserves Fund
XXXXXXX STATE TAX-FREE INCOME SERIES
Xxxxxxx CA Tax-Free Income Fund
Xxxxxxx FL Tax-Free Income Fund
Scuddcr NY Tax-Free Income Fund
XXXXXXX STRATEGIC INCOME FUND
CASH ACCOUNT TRUST
Money Market Portfolio
Government Securities Portfolio
Tax-Exempt Portfolio
INVESTORS CASH TRUST
Government Securities Portfolio
Treasury Portfolio
XXXXXXX TARGET FUND
Xxxxxxx Target 2010 Fund
Xxxxxxx Target 2011 Fund
Xxxxxxx Target 2012 Fund
Xxxxxxx Target 2013 Fund
Xxxxxxx Retirement Fund - Series V
Xxxxxxx Retirement Fund - Series VI
Xxxxxxx Retirement Fund - Series VII
INVESTORS MUNICIPAL CASH FUND
Investors Florida Municipal Cash Fund
Investors New Jersey Municipal Cash Fund
Investors Michigan Municipal Cash Fund
Investors Pennsylvania Municipal Cash Fund
CASH EQUIVALENT FUND
Money Market Portfolio
Government Securities Portfolio
Tax-Exempt Portfolio
XXXXXXX TECHNOLOGY FUND
XXXXXXX TOTAL RETURN FUND
XXXXXXX U.S. GOVERNMENT SECURITIES FUND
XXXXXXX VALUE SERIES, INC.
Xxxxxxx Contrarian Fund
Xxxxxxx-Xxxxxx High Return Equity Fund
Xxxxxxx-Xxxxxx Small Cap Value Fund
XXXXXXX VARIABLE SERIES II
Xxxxxxx Aggressive Growth Portfolio
Xxxxxxx Blue Chip Portfolio
Xxxxxxx Contrarian Value Portfolio
Xxxxxxx Government Securities Portfolio
Xxxxxxx Growth Portfolio
Xxxxxxx High Income Portfolio
Xxxxxxx Fixed Income Portfolio
Xxxxxxx Money Market Portfolio
Xxxxxxx Small Cap Growth Portfolio
Xxxxxxx Strategic Income Portfolio
Xxxxxxx Technology Growth Portfolio
XXXXXXX VARIABLE SERIES II (CONT.)
Xxxxxxx Total Return Portfolio
SVS Xxxxx Venture Value Portfolio
SVS Dreman Financial Services Portfolio
SVS Dreman High Return Equity Portfolio
SVS Dreman Small Cap Value Portfolio
SVS Eagle Focused Large Cap Growth Portfolio
SVS Focus Value+Growth Portfolio
SVS Index 500 Portfolio
SVS Invesco Dynamic Growth Portfolio
SVS Janus Growth and Income Portfolio
SVS Janus Growth Opportunities Portfolio
SVS MFS Strategic Value Portfolio
SVS Oak Strategic Equity Portfolio
SVS Xxxxxx Mid Cap Growth Portfolio
SVS Conservative Income Strategy Fund
SVS Growth and Income Strategy Fund
SVS Growth Strategy Fund
SVS Income and Growth Strategy Fund
XXXXXXX HIGH INCOME TRUST
XXXXXXX INTERMEDIATE GOVERNMENT TRUST
XXXXXXX MULTI-MARKET INCOME TRUST
XXXXXXX MUNICIPAL INCOME TRUST
XXXXXXX STRATEGIC INCOME TRUST
XXXXXXX STRATEGIC MUNICIPAL INCOME TRUST
XXXXXXX MONEY FUNDS
Xxxxxxx Money Market Fund
Xxxxxxx Government Money Fund
Xxxxxxx Tax-Exempt Money Fund
TAX-EXEMPT CA MONEY MARKET FUND
XXXXXXX YIELDWISE FUNDS
Xxxxxxx YieldWise Money Fund
Xxxxxxx YieldWise Government Money Fund
Xxxxxxx YieldWise Municipal Money Fund
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT DATED MARCH 17, 2004
DATED AS OF MAY 11, 2004
THE XXXXXXX FUNDS - CHICAGO BOARD
XXXXXXX AGGRESSIVE GROWTH FUND
XXXXXXX BLUE CHIP FUND
XXXXXXX DYNAMIC GROWTH FUND
XXXXXXX EQUITY TRUST
Xxxxxxx-Xxxxxx Financial Services Fund
XXXXXXX FOCUS VALUE PLUS GROWTH FUND
XXXXXXX GROWTH TRUST
Xxxxxxx Growth Fund
Xxxxxxx Strategic Growth Fund
XXXXXXX HIGH INCOME SERIES
Xxxxxxx High Income Fund
XXXXXXX INVESTORS TRUST
Xxxxxxx S&P 500 Stock Fund
XXXXXXX PORTFOLIOS
Xxxxxxx Cash Reserves Fund
XXXXXXX STATE TAX-FREE INCOME SERIES
Xxxxxxx CA Tax-Free Income Fund
Xxxxxxx FL Tax-Free Income Fund
Xxxxxxx NY Tax-Free Income Fund
XXXXXXX STRATEGIC INCOME FUND
CASH ACCOUNT TRUST
Money Market Portfolio
Government & Agency Securities Portfolio
Tax-Exempt Portfolio
INVESTORS CASH TRUST
Government & Agency Securities Portfolio
Treasury Portfolio
XXXXXXX TARGET FUND
Xxxxxxx Target 2010 Fund
Xxxxxxx Target 2011 Fund
Xxxxxxx Target 2012 Fund
Xxxxxxx Target 2013 Fund
Xxxxxxx Retirement Fund - Series V
Xxxxxxx Retirement Fund - Series VI
Xxxxxxx Retirement Fund - Scries VII
INVESTORS MUNICIPAL CASH FUND
Investors Florida Municipal Cash Fund
Investors New Jersey Municipal Cash Fund
Investors Michigan Municipal Cash Fund
Investors Pennsylvania Municipal Cash Fund
Tax-Exempt New York Money Market Portfolio
CASH EQUIVALENT FUND
Money Market Portfolio
Government & Agency Securities Portfolio
Tax-Exempt Portfolio
XXXXXXX TECHNOLOGY FUND
XXXXXXX TOTAL RETURN FUND
XXXXXXX U.S. GOVERNMENT SECURITIES FUND
XXXXXXX VALUE SERIES, INC.
Xxxxxxx Large Cap Value Fund
Xxxxxxx-Xxxxxx High Return Equity Fund
Xxxxxxx-Xxxxxx Small Cap Value Fund
XXXXXXX VARIABLE SERIES II
Xxxxxxx Aggressive Growth Portfolio
Xxxxxxx Blue Chip Portfolio
Xxxxxxx Contrarian Value Portfolio
Xxxxxxx Government Securities Portfolio
Xxxxxxx Growth Portfolio
Xxxxxxx High Income Portfolio
Xxxxxxx Fixed Income Portfolio
Xxxxxxx Money Market Portfolio
Xxxxxxx Small Cap Growth Portfolio
Xxxxxxx Strategic Income Portfolio
Xxxxxxx Technology Growth Portfolio
XXXXXXX VARIABLE SERIES II (CONT.)
Xxxxxxx Total Return Portfolio
SVS Xxxxx Venture Value Portfolio
SVS Dreman Financial Services Portfolio
SVS Dreman High Return Equity Portfolio
SVS Dreman Small Cap Value Portfolio
SVS Eagle Focused Large Cap Growth Portfolio
SVS Focus Value+Growth Portfolio
SVS Index 500 Portfolio
SVS Invesco Dynamic Growth Portfolio
SVS Janus Growth and Income Portfolio
SVS Janus Growth Opportunities Portfolio
SVS MFS Strategic Value Portfolio
SVS Oak Strategic Equity Portfolio
SVS Xxxxxx Mid Cap Growth Portfolio
SVS Conservative Income Strategy Fund
SVS Growth and Income Strategy Fund
SVS Growth Strategy Fund
SVS Income and Growth Strategy Fund
XXXXXXX HIGH INCOME TRUST
XXXXXXX INTERMEDIATE GOVERNMENT & AGENCY TRUST
XXXXXXX MULTI-MARKET INCOME TRUST
XXXXXXX MUNICIPAL INCOME TRUST
XXXXXXX STRATEGIC INCOME TRUST
XXXXXXX STRATEGIC MUNICIPAL INCOME TRUST
XXXXXXX MONEY FUNDS
Xxxxxxx Money Market Fund
Xxxxxxx Government & Agency Money Fund
Xxxxxxx Tax-Exempt Money Fund
TAX-EXEMPT CA MONEY MARKET FUND
XXXXXXX YIELDWISE FUNDS
Xxxxxxx YieldWise Money Fund
Xxxxxxx YieldWise Government & Agency Money Fund
Xxxxxxx YieldWise Municipal Money Fund
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
MARKET SUBCUSTODIAN
------ ------------
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der oesterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium BNP Paribas Securities Services, S.A.
Benin via Societe Generale de Banques en Cote d'Ivoire, Abidjan,
Ivory Coast
Bermuda Bank of Bermuda Limited
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
BankBoston, N.A.
Bulgaria ING Bank N.V.
Burkina Faso via Societe Generale de Banques en Cote d'Ivoire Abidjan,
Ivory Coast
Canada State Street Trust Company Canada
Cayman Islands The Bank of Nova Scotia Trust Company (Cayman) Ltd.
Chile BankBoston, N.A.
People's Republic The Hongkong and Shanghai Banking Corporation Limited,
of China Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus Cyprus Popular Bank Ltd.
Czech Republic Ceskoslovenska obchodni banka, A.S.
Denmark Danske Bank A/S
03/26/04
1
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
MARKET SUBCUSTODIAN
------ ------------
Ecuador Citibank, N.A.
Egypt HSBC Bank Egypt S.A.E.
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Estonia AS Hansapank
Finland Nordea Bank Finland Plc.
France BNP Paribas Securities Services, S.A.
Germany Deutsche Bank XX
Xxxxxxxx Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Guinea-Bissau via Societe Generale de Banques en Cote d'Ivoire Abidjan,
Ivory Coast
Hong Kong Standard Chartered Bank
Hungary HVB Bank Hungary Rt.
Iceland Kaupthing Bunadarbanki hf.
India Deutsche Bank AG
The Hongkong and Shanghai Banking Corporation Limited
Indonesia Deutsche Bank AG
Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas Securities Services, S.A.
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Bank of Nova Scotia Jamaica Ltd.
Japan Mizuho Corporate Bank Ltd.
Sumitomo Mitsui Banking Corporation
Jordan HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
2
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
MARKET SUBCUSTODIAN
------ ------------
Kazakhstan HSBC Bank Kazakhstan
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Kenya Barclays Bank of Kenya Limited
Republic of Korea Deutsche Bank AG
The Hongkong and Shanghai Banking Corporation Limited
Citibank, N.A.
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mali via Societe Generale de Banques en Cote d'Ivoire Abidjan,
Ivory Coast
Malta HSBC Bank Malta Plc.
Mauritius The Hongkong and Shanghai Banking Corporation Limited
Mexico Banco Nacional dc Mexico S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited
Netherlands Deutsche Bank N.V.
KAS BANK N.V.
New Zealand Westpac Banking Corporation
Niger via Societe Generale de Banques en Cote d'Ivoire Abidjan,
Ivory Coast
Nigeria Stanbic Bank Nigeria Limited
Norway Nordca Bank Norge ASA
Oman HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East Limited
3
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
MARKET SUBCUSTODIAN
------ ------------
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawic S.A.
Portugal Banco Comercial Portugues S.A.
Puerto Rico Citibank N.A.
Qatar HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Romania ING Bank N.V.
Russia ING Bank (Eurasia) ZAO, Moscow
Senegal via Societe Generale de Banques en Cote d'Ivoire Abidjan,
Ivory Coast
Singapore DBS Bank Limited
United Overseas Bank Limited
Slovak Republic Ceskoslovenska obchodni banka, A.S., pobocka zahranicnej
banky v SR
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Nedcor Bank Limited
Standard Bank of South Africa Limited
Spain Santander Central Hispano Investment S.A.
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Xxxxxx XX
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
4
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
MARKET SUBCUSTODIAN
------ ------------
Togo via Societe Generale de Banques en Cote d'Ivoire Abidjan,
Ivory Coast
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, A.S.
Uganda Barclays Bank of Uganda Limited
Ukraine ING Bank Ukraine
United Arab Emirates HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
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 Plc.
Zimbabwe Barclays Bank of Zimbabwe Limited
5
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Bahrain Clearing, Settlement, and Depository System of the
Bahrain Stock Exchange
Belgium Banque Nationale de Belgique
Caisse Interprofessionnelle de Depots et de Virements
de Titres, S.A.
Benin Depositaire Central - Banque de Reglement
Bermuda Bermuda Securities Depository
Brazil Central de Custodia e de Liquidacao Financeira de
Titulos Privados (CETIP)
Companhia Brasileira de Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia (SELIC)
Bulgaria Bulgarian National Bank
Central Depository AD
Burkina Faso Depositaire Central - Banque de Reglement
Canada The Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic China Securities Depository and Clearing Corporation
Limited
03/31/04
1
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
of China Shanghai Branch
China Securities Depository and Clearing Corporation
Limited
Shenzhen Branch
Colombia Deposito Central de Valores
Deposito Centralizado de Valores de Colombia S.A.
(DECEVAL)
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
Sredisnja Depozitama Agencija d.d.
Cyprus Central Depository and Central Registry
Czech Republic Czech National Bank
Stredisko cennych papiru - Ceska republika
Denmark Vaerdipapircentralen (Danish Securities Center)
Egypt Misr for Clearing, Settlement, and Depository S.A.E.
Estonia Eesti Vaartpaberikeskus
Finland Suomen Arvopaperikeskus
France Euroclear France
Germany Clearstream Banking AG, Frankfurt
Greece Apothetirion Titlon AE - Central Securities Depository
2
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Bank of Greece,
System for Monitoring Transactions in Securities in
Book-Entry Form
Guinea-Bissau Depositaire Central - Banque de Reglement
Hong Xxxx Xxxxxxx Xxxxxxxxxxxx Xxxx
Xxxx Xxxx Securities Clearing Company Limited
Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Rt. (KELER)
Iceland Icelandic Securities Depository Limited
India Central Depository Services India Limited
National Securities Depository Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE
Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Bank of Japan - Net System
Japan Securities Depository Center (JASDEC) Incorporated
3
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Banque du Liban
Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (Midclear) X.X.X.
Lithuania Central Securities Depository of Lithuania
Malaysia Bank Negara Malaysia
Malaysian Central Depository Sdn. Bhd.
Mali Depositaire Central - Banque de Reglement
Malta Central Securities Depository of the Malta Stock Exchange
Mauritius Bank of Mauritius
Central Depository and Settlement Co. Ltd.
Mexico S.D. Indeval, S.A. de C.V.
Morocco Maroclear
Namibia Bank of Namibia
4
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Netherlands Euroclear Nederlands
New Zealand New Zealand Central Securities Depository Limited
Niger Depositaire Central - Banque de Reglement
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
Panama Central Latinoamericana de Valores, S.A. (LatinClear)
Peru Caja de Valores y Liquidaciones, Institution de
Compensacion y Liquidacion de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities (XXXX) of the Bureau of
Treasury
Poland Central Treasury Bills Registrar
Krajowy Depozyt Papierow Wartosciowych S.A.
(National Depository of Securities)
5
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Portugal INTERBOLSA - Sociedade Gestora de Sistemas de Liquidacao
e de Sistemas Centralizados de Valores Mobiliarios, S.A.
Qatar Central Clearing and Registration (CCR), a department of
the Doha Securities Market
Romania Bucharest Stock Exchange Registry Division
National Bank of Romania
National Securities Clearing, Settlement and Depository
Company
Russia Vneshtorgbank, Bank for foreign Trade of the Russian
Federation
Senegal Depositaire Central - Banque de Reglement
Singapore The Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic National Bank of Slovakia
Centralny depozitar cennych papierov SR, a.s.
Slovenia KDD - Centralna klirinsko depotna xxxxxx x.x.
South Africa Share Transactions Totally Electronic (STRATE) Ltd.
Spain IBERCLEAR
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB
6
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Company Limited
Thailand Bank of Thailand
Thailand Securities Depository Company Limited
Togo Depositaire Central - Banque de Reglement
Trinidad and Tobago Trinidad and Tobago Central Bank
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs Mobilieres
(STICODEVAM)
Turkey Central Bank of Turkey
Takas ve Saklama Bankasi A.S. (TAKASBANK)
Uganda Bank of Uganda
United Kingdom CrestCo.
Ukraine Mizhregionalny Fondovy Souz
National Bank of Ukraine
United Arab Emirates Clearing and Depository System,
a department of the Dubai Financial Market
Uruguay Banco Central del Uruguay
Venezuela Banco Central de Venezuela
7
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Vietnam Securities Registration, Clearing and Settlement,
Depository Department of the Securities Trading Center
Zambia Bank of Zambia
XxXX Central Shares Depository Limited
TRANSNATIONAL
Euroclear
Clearstream Banking, S.A.
8
SCHEDULE C
MARKET INFORMATION
PUBLICATION/TYPE OF INFORMATION
(SCHEDULED FREQUENCY) BRIEF DESCRIPTION
------------------------------- -----------------
The Guide to Custody in World Markets An overview of settlement and
(hardcopy annually and regular website safekeeping procedures, custody
updates) practices and foreign investor
considerations for the markets in which
State Street offers custodial services.
Global Custody Network Review Information relating to Foreign
(annually) Sub-Custodians in State Street's Global
Custody Network. The Review stands as
an integral part of the materials that
State Street provides to its U.S.
mutual fund clients to assist them in
complying with SEC Rule 17f-5. The
Review also gives insight into State
Street's market expansion and Foreign
Sub-Custodian selection processes, as
well as the procedures and controls
used to monitor the financial condition
and performance of our Foreign
Sub-Custodian banks.
Securities Depository Review Custody risk analyses of the Foreign
(annually) Securities Depositories presently
operating in Network markets. This
publication is an integral part of the
materials that State Street provides to
its U.S. mutual fund clients to meet
informational obligations created by
SEC Rule 17f-7.
Global Legal Survey With respect to each market in which
(annually) State Street offers custodial services,
opinions relating to whether local law
restricts (i) access of a fund's
independent public accountants to books
and records of a Foreign Sub-Custodian
or Foreign Securities System, (ii) a
fund's ability to recover in the event
of bankruptcy or insolvency of a
Foreign Sub-Custodian or Foreign
Securities System, (iii) a fund's
ability to recover in the event of a
loss by a Foreign Sub-Custodian or
Foreign Securities System, and (iv) the
ability of a foreign investor to
convert cash and cash equivalents to
U.S. dollars.
Subcustodian Agreements Copies of the contracts that State
(annually) Street has entered into with each
Foreign Sub-Custodian that maintains
U.S. mutual fund assets in the markets
in which State Street offers custodial
services.
Global Market Bulletin Information on changing settlement and
(daily or as necessary) custody conditions in markets where
State Street offers custodial services.
Includes changes in market and tax
regulations, depository developments,
dematerialization information, as well
as Other market changes that may impact
State Street's clients.
Foreign Custody Advisories For those markets where State Street
(as necessary) offers custodial services that exhibit
special risks or infrastructures
impacting custody, State Street issues
market advisories to highlight those
unique market factors which might
impact our ability to offer recognized
custody service levels.
Material Change Notices Informational letters and accompanying
(presently on a quarterly basis materials confirming State Street's
or as otherwise necessary) foreign custody arrangements, including
a summary of material changes with
Foreign Sub-Custodians that have
occurred during the previous quarter.
The notices also identify any material
changes in the custodial risks
associated with maintaining assets with
Foreign Securities Depositories.
SCHEDULE D
to
Master Custodian Agreement of March 17, 0000
Xxxxxxx Xxxxx Xxxxxx Bank and Trust Company and
Each Registered Investment Company Identified on Appendix A
TRI-PARTY REPO CUSTODIAN BANKS ACCOUNT NUMBERS
------------------------------ ---------------
The Bank of New York _______________________________________
The Chase Manhattan Bank _______________________________________
Authorized Signature of Officer for
each RIC on Appendix A:
By:
---------------------------------
Title:
------------------------------
Date:
-------------------------------
REMOTE ACCESS SERVICES ADDENDUM TO MASTER CUSTODIAN AGREEMENT
ADDENDUM to the Master Custodian Agreement dated as of March 17, 2004 (the
"Custodian Agreement") between Each Registered Investment Company Identified on
Appendix A [Chicago Board] (the "Customer") and State Street Bank and Trust
Company, including its subsidiaries and affiliates ("State Street").
State Street has developed and utilizes proprietary accounting and other
systems in conjunction with the custodian services which State Street provides
to the Customer. In this regard, State Street maintains certain information in
databases under its control and ownership which it makes available to its
customers (the "Remote Access Services").
The Services
State Street agrees to provide the Customer, and its designated investment
advisors, consultants or other third parties authorized by State Street
("Authorized Designees") with access to In-Sight(SM) 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
The Customer agrees to comply, and to cause its 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. The Customer agrees to advise
State Street immediately in the event that it learns or has reason to believe
that any person to whom it has given access to the System or the Remote Access
Services has violated or intends to violate the terms of this Addendum and the
Customer will cooperate with State Street in seeking injunctive or other
equitable relief. The Customer agrees to discontinue use of the System and
Remote Access Services, if requested, for any security reasons cited by State
Street.
Fees
At the present time, the Customer will pay no fees or charges for the use of the
System and the Remote Access Services; State Street reserves the right to
request fees for such services at some future time and payment terms for the use
of the System and related services shall be as set forth in a Fee Schedule to
the Master Custodian Agreement in effect from time to time between the parties
(the "Fee Schedule"). The Customer 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 Addendum, 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, knowhow, algorithms,
programs, training aids, printed materials, methods, books, records, files,
documentation and other information made available to the Customer 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
i
State Street related thereto are the exclusive, valuable and confidential
property of State Street and its relevant licensors (the "Proprietary
Information"). The Customer agrees on behalf of itself and its Authorized
Designees to keep the Proprietary Information confidential and to limit access
to its 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 law to be made public.
The Customer agrees to use the Remote Access Services only in connection with
the proper purposes of this Addendum. The Customer will not, and will cause its
employees and Authorized Designees not to, (i) permit any third party, other
than Authorized Designees, 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 Addendum, (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 the Customer, as State Street's customer.
The Customer agrees that neither it nor its Authorized Designees will modify the
System in any way; enhance or otherwise create derivative works based upon the
System; nor will the Customer or Customer's Authorized Designees reverse
engineer, decompile or otherwise attempt to secure the source code for all or
any part of the System.
The Customer acknowledges 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 upon third party sources, and data and pricing information obtained from
third parties, the System and Remote Access Services are provided "AS IS", and
the Customer and its 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 the Customer or its 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 Addendum 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 suppliers to do likewise. The Customer will do likewise for its
systems.
ii
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, 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 the Customer to the extent that it is based upon an assertion that
access to the System or use of the Remote Access Services by the Customer under
this Addendum constitutes direct infringement of any patent or copyright or
misappropriation of a trade secret, provided that the Customer notifies State
Street promptly in writing of any such claim or proceeding and cooperates 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 or copyright or trade secret laws, State Street
shall have the right, at State Street's sole option, to (i) procure for the
Customer 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 Addendum without further obligation.
Termination
Either party to the Custodian Agreement may terminate this Addendum (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 the
Customer or thirty (30) days' notice in the case of notice from the Customer to
State Street of termination, or (ii) immediately for failure of the other party
to comply with any material term and condition of the Addendum by giving the
other party written notice of termination. This Addendum shall in any event
terminate within ninety (90) days after the termination of the Custodian
Agreement. In the event of termination, the Customer will return to State Street
all copies of documentation and other confidential information in its possession
or in the possession of its Authorized Designees. The foregoing provisions with
respect to confidentiality and infringement will survive termination for a
period of three (3) years.
Miscellaneous
This Addendum and the exhibits hereto constitute the entire understanding of the
parties to the Custodian Agreement with respect to access to the System and the
Remote Access Services. This Addendum cannot be modified or altered except in a
writing duly executed by each of State Street and the Customer and shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts.
By its execution of the Custodian Agreement, the Customer accepts responsibility
for its and its Authorized Designees' compliance with the terms of this
Addendum.
iii
EXHIBIT A
TO
REMOTE ACCESS SERVICES ADDENDUM TO MASTER CUSTODIAN AGREEMENT
IN-SIGHT(SM)
System Product Description
In-Sight(SM) provides bilateral information delivery, interoperability, and
on-line access to State Street. In-Sight(SM) allows users a single point of
entry into State Street's diverse systems and applications. Reports and data
from systems such as Investment Policy Monitor(SM), Multicurrency
Horizon(SM), Securities Lending, Performance & Analytics, and Electronic
Trade Delivery can be accessed through In-Sight(SM). This Internet-enabled
application is designed to run from a Web browser and perform across low-speed
date lines or corporate high-speed backbones. In-Sight(SM) 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
ln-Sight(SM) will continue to increase in direct proportion with the customer
roll out, as it is viewed as the information delivery system will grow with
State Street's customers.
iv
Xxxxxxx Variable Series II
January 20, 2005
Xx. Xxxx X. Xxxx
State Street Bank and Trust Company
Lafayette Corporate Center
Legal Division LCC/2S
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx, XX 00000
RE: XXXXXXX VARIABLE SERIES II - XXXXXXX MERCURY LARGE CAP CORE PORTFOLIO
Ladies and Gentlemen:
This is to advise you that Xxxxxxx Variable Series II ("xxx Xxxx") had
established a new series of shares to be known as Xxxxxxx Mercury Large Cap Core
Portfolio effective November 15, 2004. In accordance with the Additional Funds
provision of Section 18 of the Custodian Contract, dated as of March 17, 2004,
between the Fund and State Street Bank and Trust Company, by this letter the
Fund hereby requests that you act as Custodian for the new series under the
terms of the aforementioned contract.
Please indicate your acceptance of the foregoing by executing two copies of this
letter agreement, returning one to the Fund and retaining one copy for your
records.
Sincerely,
Xxxxxxx Variable Series II
on behalf of:
Xxxxxxx Mercury Large Cap Core Portfolio
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Secretary, Duly Authorized
AGREED AND ACCEPTED:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President Effective Date: 11/15, 2004
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT DATED MARCH 17, 2004
DATED AS OF JANUARY 19, 2005
THE XXXXXXX FUNDS - CHICAGO BOARD
XXXXXXX AGGRESSIVE GROWTH FUND
XXXXXXX BLUE CHIP FUND
XXXXXXX EQUITY TRUST
Xxxxxxx-Xxxxxx Financial Services Fund
XXXXXXX FOCUS VALUE PLUS GROWTH FUND
XXXXXXX GROWTH TRUST
Xxxxxxx Growth Fund
XXXXXXX HIGH INCOME SERIES
Xxxxxxx High Income Fund
XXXXXXX INVESTORS TRUST
Xxxxxxx S&P 500 Stock Fund
XXXXXXX PORTFOLIOS
Xxxxxxx Cash Reserves Fund
XXXXXXX STATE TAX-FREE INCOME SERIES
Xxxxxxx CA Tax-Free Income Fund
Xxxxxxx FL Tax-Free Income Fund
Xxxxxxx NY Tax-Free Income Fund
XXXXXXX STRATEGIC INCOME FUND
CASH ACCOUNT TRUST
Money Market Portfolio
Davidson Cash Equivalent Shares - Money Market
Davidson Cash Equivalent Plus Shares - Money Market
Government & Agency Securities Portfolio
Davidson Cash Equivalent Shares - Government & Agency
Davidson Cash Equivalent Plus Shares - Government & Agency
Tax-Exempt Portfolio
Davidson Cash Equivalent Shares - Tax Exempt
INVESTORS CASH TRUST
Government & Agency Securities Portfolio
Treasury Portfolio
XXXXXXX TARGET FUND
Xxxxxxx Target 2010 Fund
Xxxxxxx Target 2011 Fund
Xxxxxxx Target 2012 Fund
Xxxxxxx Target 2013 Fund
Xxxxxxx Target 2014 Fund
Scuddor Retirement Fund - Series VI
Xxxxxxx Retirement Fund - Series VII
INVESTORS MUNICIPAL CASH FUND
Investors Florida Municipal Cash Fund
Investors New Jersey Municipal Cash Fund
Investors Michigan Municipal Cash Fund
Investors Pennsylvania Municipal Cash Fund
Tax-Exempt New York Money Market Portfolio
CASH EQUIVALENT FUND
Money Market Portfolio
Government & Agency Securities Portfolio
Tax-Exempt Portfolio
XXXXXXX TECHNOLOGY FUND
XXXXXXX TOTAL RETURN FUND
XXXXXXX U.S. GOVERNMENT SECURITIES FUND
XXXXXXX VALUE SERIES, INC.
Xxxxxxx Large Cap Value Fund
Xxxxxxx-Xxxxxx High Return Equity Fund
Xxxxxxx-Xxxxxx Small Cap Value Fund
XXXXXXX VARIABLE SERIES II
Xxxxxxx Aggressive Growth Portfolio
Xxxxxxx Blue Chip Portfolio
Xxxxxxx Conservative Income Strategy Portfolio
Xxxxxxx Large Cap Value Portfolio
Xxxxxxx Government & Agency Securities Portfolio
Xxxxxxx Growth & Income Strategy Portfolio
Xxxxxxx Growth Portfolio
Xxxxxxx Growth Strategy Portfolio
Xxxxxxx High Income Portfolio
Xxxxxxx Fixed Income Portfolio
Xxxxxxx Income & Growth Strategy Portfolio
Xxxxxxx Mercury Large Cap Core Portfolio
Xxxxxxx Money Market Portfolio
Xxxxxxx Small Cap Growth Portfolio
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT DATED MARCH 17, 2004
DATED AS OF JANUARY 19, 2005
THE XXXXXXX FUNDS - CHICAGO BOARD
Xxxxxxx Strategic Income Portfolio
Xxxxxxx Technology Growth Portfolio
Xxxxxxx Xxxxxxxxx Foreign Value Portfolio
Xxxxxxx Total Return Portfolio
SVS Xxxxx Venture Value Portfolio
SVS Dreman Financial Services Portfolio
SVS Dreman High Return Equity Portfolio
SVS Dreman Small Cap Value Portfolio
SVS Eagle Focused Large Cap Growth Portfolio
SVS Focus Value+Growth Portfolio
SVS Index 500 Portfolio
SVS Invesco Dynamic Growth Portfolio
SVS Janus Growth and Income Portfolio
SVS Janus Growth Opportunities Portfolio
SVS MFS Strategic Value Portfolio
SVS Oak Strategic Equity Portfolio
SVS Xxxxxx Mid Cap Growth Portfolio
XXXXXXX HIGH INCOME TRUST
XXXXXXX INTERMEDIATE GOVERNMENT & AGENCY TRUST
XXXXXXX MULTI-MARKET INCOME TRUST
XXXXXXX MUNICIPAL INCOME TRUST
XXXXXXX STRATEGIC INCOME TRUST
XXXXXXX STRATEGIC MUNICIPAL INCOME TRUST
XXXXXXX MONEY FUNDS
Xxxxxxx Money Market Fund
Xxxxxxx Government & Agency Money Fund
Xxxxxxx Tax-Exempt Money Fund
TAX-EXEMPT CA MONEY MARKET FUND
XXXXXXX YIELDWISE FUNDS
Xxxxxxx YieldWise Money Fund
Xxxxxxx YieldWise Government & Agency Money Fund
Xxxxxxx YieldWise Municipal Money Fund
