EXHIBIT 8(a)
CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the 2nd day of January, 1998, by and
between INVESTORS FIDUCIARY TRUST COMPANY, a trust company chartered under the
laws of the State of Missouri, having its principal office and place of business
at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("IFTC"), EACH
REGISTERED INVESTMENT COMPANY LISTED ON SCHEDULE A hereto, as it may be amended
from time to time, incorporated herein by this reference, each having its
principal office and place of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx
Xxxxx, XX 00000 (each sometimes referred to as a "Fund" and, collectively, the
"Funds"), and PACIFIC INVESTMENT MANAGEMENT COMPANY, a Delaware partnership
having its principal office and place of business at 000 Xxxxxxx Xxxxxx Xxxxx,
Xxxxxxx Xxxxx, XX 00000 ("PIMCO"), acting as administrator for each Fund.
WITNESSETH:
WHEREAS, PIMCO administers all of the operations of PIMCO Funds: Pacific
Investment Management Series ("PIMS"), a Massachusetts business trust that is
registered with the Securities and Exchange Commission ("SEC") as an open-end
management investment company, pursuant to an Administration Agreement between
PIMS and PIMCO, and procures or provides for the procurement on behalf of PIMS
at PIMCO's expense certain services, including custody services; and
WHEREAS, PIMCO Advisors L.P. ("PALP") administers all of the operations of
the PIMCO Funds: Multi-Manager Series ("MMS"), a Massachusetts business trust
that is registered with the SEC as an open-end management investment company,
pursuant to an Administration Agreement between MMS and PALP, and procures or
provides for procurement on behalf of MMS at PALP's expense certain services,
including custody services; and
WHEREAS, PIMCO pursuant to an Administration Agreement with PALP has been
appointed as sub-administrator to provide or procure certain services, including
custody services, for or on behalf of MMS; and
WHEREAS, PIMCO desires to appoint IFTC as custodian of the assets of each
Fund's investment portfolio or portfolios (each a "Portfolio", and collectively
the "Portfolios") and as each Fund's agent to perform certain investment
accounting and recordkeeping functions; and
WHEREAS, IFTC is willing to accept such appointment on the terms and
conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. PIMCO hereby constitutes and appoints
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IFTC as:
A. Custodian of the investment securities, interests in loans and other
non-cash investment property, and monies at any time owned by each of
the Portfolios and delivered to IFTC as custodian hereunder
("Assets"); and
B. Agent to perform certain accounting and recordkeeping functions
relating to portfolio transactions required of a duly registered
investment company under Rule 31a of the Investment Company Act of
1940, as amended (the "1940 Act") and to calculate the net asset value
of the Portfolios.
2. REPRESENTATIONS AND WARRANTIES.
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A. Each Fund hereby represents, warrants and acknowledges to IFTC:
1. That it is a corporation or trust duly organized and existing and
in good standing under the laws of its state of organization, and
that it is registered under the 1940 Act; and
2. That it has the requisite power and authority under applicable
law and its articles of incorporation and its bylaws or its trust
instrument, as the case may be, to enter into this Agreement;
that it has taken all requisite action necessary to appoint IFTC
as custodian and investment accounting and recordkeeping agent,
that this Agreement has been duly executed and delivered by Fund;
and that this Agreement constitutes a legal, valid and binding
obligation of Fund, enforceable in accordance with its terms,
except that such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally, and general principles of equity.
B. IFTC hereby represents, warrants and acknowledges to each Fund and to
PIMCO:
1. That it is a trust company duly organized and existing and in
good standing under the laws of the State of Missouri; and
2. That it has the requisite power and authority under applicable
law, its charter and its bylaws to enter into and perform this
Agreement; that this Agreement has been duly executed and
delivered by IFTC; and that this Agreement constitutes a legal,
valid and binding obligation of IFTC, enforceable in accordance
with its terms, except that such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally, and general principles of
equity.
C. PIMCO hereby represents, warrants and acknowledges to IFTC:
1. That it is a partnership duly organized and existing and in good
standing under the laws of the State of Delaware; and
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2. That it has the requisite power and authority under applicable
law and its partnership agreement to enter into and perform this
Agreement; that this Agreement has been duly executed and
delivered by PIMCO; and that this Agreement constitutes a legal,
valid and binding obligation of PIMCO, enforceable in accordance
with its terms, except that such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally, and general principles of
equity.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
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A. Delivery of Assets. Except as permitted by the 1940 Act, PIMCO will
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deliver or cause to be delivered to IFTC on the effective date hereof,
or as soon thereafter as practicable, and from time to time
thereafter, all Assets acquired by, owned by or from time to time
coming into the possession of each of the Portfolios during the term
hereof. IFTC has no responsibility or liability whatsoever for or on
account of assets not so delivered.
B. Delivery of Accounts and Records. PIMCO will turn over or cause to be
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turned over to IFTC all accounts and records needed by IFTC to fully
and properly perform its duties and responsibilities hereunder. IFTC
may rely conclusively on the completeness and correctness of such
accounts and records.
C. Delivery of Assets to Third Parties. IFTC will receive delivery of
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and keep safely the Assets of each Portfolio segregated in a separate
account. IFTC will not deliver, assign, pledge or hypothecate any such
Assets to any person except as permitted by the provisions hereof or
any agreement executed according to the terms of Section 3.P hereof.
Upon delivery of any such Assets to a subcustodian appointed pursuant
hereto (hereinafter referred to as "Subcustodian"), IFTC will create
and maintain records identifying such Assets as belonging to the
applicable Portfolio. IFTC is responsible for the safekeeping of the
Assets only until they have been transmitted to and received by other
persons as permitted under the terms hereof, except for Assets
transmitted to Subcustodians, for which IFTC remains responsible to
the extent provided herein. IFTC may participate directly or
indirectly through a subcustodian in the Depository Trust Company
(DTC), Treasury/Federal Reserve Book Entry System (Fed System),
Participant Trust Company (PTC) or other depository approved by a Fund
(as such entities are defined at 17 CFR Section 270.17f-4(b)) (each a
"Depository" and collectively the "Depositories"). IFTC will be
responsible to each Fund for any loss, damage or expense suffered or
incurred by such Fund resulting from the actions or omissions of any
Depository only to the same extent such Depository is responsible to
IFTC. IFTC shall be liable to the Funds for any loss or damage
resulting from the use of a Depository arising by reason of any
negligence, willful misconduct or bad faith on the part of IFTC or any
of its officers, employees or agents.
D. Registration. IFTC will at all times hold registered Assets in the
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name of IFTC as custodian, the applicable Portfolio, or a nominee of
either of them, unless specifically
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directed by Instructions, as hereinafter defined, to hold such
registered Assets in so-called "street name;" provided that, in any
event, IFTC will hold all such Assets in an account of IFTC as
custodian containing only Assets of the applicable Portfolio, or only
assets held by IFTC as a fiduciary or custodian for customers; and
provided further, IFTC's records will at all times indicate the
Portfolio or other customer for which such Assets are held and the
respective interests therein. If, however, PIMCO directs IFTC to
maintain Assets in "street name", notwithstanding anything contained
herein to the contrary, IFTC will be obligated only to utilize its
best efforts to timely collect income due the Portfolio on such Assets
and to notify the Portfolio of relevant information, such as
maturities and pendency of calls, and corporate actions including,
without limitation, calls for redemption, tender or exchange offers,
declaration, record and payment dates and amounts of any dividends or
income, reorganization, recapitalization, merger, consolidation,
split-up of shares, change of par value, or conversion ("Corporate
Actions"). All Assets and the ownership thereof by a Portfolio will at
all times be identifiable on the records of IFTC. PIMCO agrees to hold
IFTC and its nominee harmless for any liability as a shareholder of
record of securities held in custody.
E. Exchange. Upon receipt of Instructions, IFTC will exchange, or cause
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to be exchanged, Assets held for the account of a Portfolio for other
Assets issued or paid in connection with any Corporate Action or
otherwise, and will deposit any such Assets in accordance with the
terms of any such Corporate Action. Without Instructions, IFTC is
authorized to exchange Assets in temporary form for Assets in
definitive form, to effect an exchange of shares when the par value of
stock is changed, and, upon receiving payment therefor, to surrender
bonds or other Assets at maturity or when advised of earlier call for
redemption, except that IFTC will receive Instruction prior to
surrendering any convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On each
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business day on which a Portfolio makes a purchase of Assets other
than options and futures, PIMCO will deliver to IFTC Instructions
specifying with respect to each such purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount purchased, and
accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission, taxes
and other expenses payable in connection with the purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer through
whom the purchase was made; and
9. Whether the Asset is to be received in certificated form or via a
specified Depository.
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In accordance with such Instructions, IFTC will pay for out of monies
held for the purchasing Portfolio, but only insofar as such monies are
available for such purpose, and receive the Assets so purchased by or
for the account of such Portfolio, except that IFTC, or a
Subcustodian, may in its sole discretion advance funds to such
Portfolio which may result in an overdraft because the monies held on
behalf of such Portfolio are insufficient to pay the total amount
payable upon such purchase. Except as otherwise instructed by PIMCO,
IFTC will make such payment only upon receipt of Assets: (a) by IFTC;
(b) by a clearing corporation of a national exchange of which IFTC is
a member; or (c) by a Depository. Notwithstanding the foregoing, (i)
IFTC may release funds to a Depository prior to the receipt of advice
from the Depository that the Assets underlying a repurchase agreement
have been transferred by book-entry into the account maintained with
such Depository by IFTC on behalf of its customers; provided that
IFTC's instructions to the Depository require that the Depository make
payment of such funds only upon transfer by book-entry of the Assets
underlying the repurchase agreement in such account; (ii) IFTC may
make payment for time deposits, call account deposits, currency
deposits and other deposits, foreign exchange transactions, futures
contracts or options, before receipt of an advice or confirmation
evidencing said deposit or entry into such transaction; and (iii) IFTC
may make, or cause a Subcustodian to make, payment for the purchase of
Assets the settlement of which occurs outside of the United States of
America in accordance with generally accepted local custom and market
practice.
G. Sales and Deliveries of Investments -- Other Than Options and Futures.
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On each business day on which a Portfolio makes a sale of Assets other
than options and futures, PIMCO will deliver to IFTC Instructions
specifying with respect to each such sale:
1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and accrued
interest, if any;
4. The date on which the Assets sold were purchased or other
information identifying the Assets sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes or
other expenses payable in connection with such sale;
8. The total amount to be received by the Portfolio upon such sale;
and
9. The name and address of the broker or dealer through whom or
person to whom the sale was made.
IFTC will deliver or cause to be delivered the Assets thus designated
as sold for the account of the selling Portfolio as specified in the
Instructions. Except as otherwise instructed by PIMCO, IFTC will make
such delivery upon receipt of: (a) payment therefor in such form as is
satisfactory to IFTC; (b) credit to the account of IFTC with a
clearing corporation of a national securities exchange of which IFTC
is a
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member; or (c) credit to the account maintained by IFTC on behalf of
its customers with a Depository. Notwithstanding the foregoing:
(i) IFTC will deliver Assets held in physical form in accordance with
"street delivery custom" to a broker or its clearing agent; or
(ii) IFTC may make, or cause a Subcustodian to make, delivery of
Assets the settlement of which occurs outside of the United States of
America upon payment therefor in accordance with generally accepted
local custom and market practice.
H. Purchases or Sales of Options and Futures. On each business day on
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which a Portfolio makes a purchase or sale of the options and/or
futures listed below, PIMCO will deliver to IFTC Instructions
specifying with respect to each such purchase or sale:
1. If applicable, the name of the Portfolio making such purchase or
sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising, expiring
or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through whom the
sale or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising, expiring
or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer through whom
the sale or purchase was made, or other applicable
settlement instructions.
4. In the case of security index futures contracts:
a. The last trading date specified in the contract and, when
available, the closing level, thereof;
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b. The index level on the date the contract is entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in addition to
Instructions, and if not already in the possession of IFTC,
PIMCO will deliver a substantially complete and executed
custodial safekeeping account and procedural agreement,
incorporated herein by this reference); and
f. The name and address of the futures commission merchant
through whom the sale or purchase was made, or other
applicable settlement instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
I. Assets Pledged or Loaned. If specifically allowed for in the
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prospectus or registration statement of a Portfolio, and subject to
such additional terms and conditions as IFTC may require:
1. Upon receipt of Instructions, IFTC will release or cause to be
released Assets to the designated pledgee by way of pledge or
hypothecation to secure any loan incurred by a Portfolio;
provided, however, that IFTC will release Assets only upon
payment to IFTC of the monies borrowed, except that in cases
where additional collateral is required to secure a borrowing
already made, further Assets may be released or caused to be
released for that purpose. Upon receipt of Instructions, IFTC
will pay, but only from funds available for such purpose, any
such loan upon redelivery to it of the Assets pledged or
hypothecated therefor and upon surrender of the note or notes
evidencing such loan.
2. Upon receipt of Instructions, IFTC will release Assets to the
designated borrower; provided, however, that the Assets will be
released only upon deposit with IFTC of full cash collateral as
specified in such Instructions, and that the lending Portfolio
will retain the right to any dividends, interest or distribution
on such loaned Assets. Upon receipt of Instructions and the
loaned Assets, IFTC will release the cash collateral to the
borrower.
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J. Routine Matters. IFTC will, in general, attend to all routine and
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mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with the Assets
except as may be otherwise provided herein or upon Instruction from
PIMCO.
K. Deposit Accounts. IFTC will open and maintain one or more special
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purpose deposit accounts for each Portfolio in the name of IFTC in
such banks or trust companies (including, without limitation,
affiliates of IFTC) as may be designated by it or PIMCO in writing
("Accounts"), subject only to draft or order by IFTC upon receipt of
Instructions. IFTC will deposit all monies received by IFTC from or
for the account of a Portfolio in an Account maintained for such
Portfolio. Subject to Section 5.K hereof, IFTC agrees:
1. To make Fed Funds available to the applicable Portfolio at
9:00 a.m., Kansas City time, on the second business day after
deposit of any check into an Account, in the amount of the check;
2. To make funds available immediately upon a deposit made by
Federal Reserve wire; and
3. To make funds available on the next business day after deposit of
ACH wires.
L. Income and Other Payments. IFTC will:
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1. Collect, claim and receive and deposit for the account of the
applicable Portfolio all income (including income from the
Accounts) and other payments which become due and payable on or
after the effective date hereof with respect to the Assets, and
credit the account of such Portfolio in accordance with the
schedule attached hereto as Exhibit A. If, for any reason, a
Portfolio is credited with income that is not subsequently
collected, IFTC may reverse that credited amount. If monies are
collected after such reversal, IFTC will credit the Portfolio in
that amount;
2. Execute ownership and other certificates and affidavits for all
federal, state and local tax purposes in connection with the
collection of bond and note coupons; and
3. Take such other action as may be necessary or proper in
connection with (a) the collection, receipt and deposit of such
income and other payments, including but not limited to the
presentation for payment of all coupons and other income items
requiring presentation; and all other Assets which may mature or
be called, redeemed, retired or otherwise become payable and
regarding which IFTC has actual knowledge, or should reasonably
be expected to have knowledge; and (b) the endorsement for
collection, in the name of Fund or a Portfolio, of all checks,
drafts or other negotiable instruments.
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IFTC, however, will not be required to institute suit or take other
extraordinary action to enforce collection except upon receipt of
Instructions and upon being indemnified to its satisfaction against
the costs and expenses of such suit or other actions. IFTC will
receive, claim and collect all stock dividends, rights and other
similar items and will deal with the same pursuant to Instructions.
M. Proxies and Notices. IFTC will promptly deliver or mail or have
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delivered or mailed to PIMCO all proxies properly signed, all notices
of meetings, all proxy statements and other notices, requests or
announcements affecting or relating to Assets and will, upon receipt
of Instructions, execute and deliver or mail (or cause its nominee to
execute and deliver or mail) such proxies or other authorizations as
may be required. Except as provided herein or pursuant to
Instructions hereafter received by IFTC, neither it nor its nominee
will exercise any power inherent in any such Assets, including any
power to vote the same, or execute any proxy, power of attorney, or
other similar instrument voting any of such Assets, or give any
consent, approval or waiver with respect thereto, or take any other
similar action.
N. Disbursements. IFTC will pay or cause to be paid, insofar as funds
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are available for the purpose, bills, statements and other obligations
of each Portfolio (including but not limited to obligations in
connection with the conversion, exchange or surrender of Assets,
interest charges, dividend disbursements, taxes, management fees,
custodian fees, legal fees, auditors' fees, transfer agents' fees,
brokerage commissions, compensation to personnel, and other operating
expenses of such Portfolio) pursuant to Instructions setting forth the
name of the person to whom payment is to be made, and the amount and
purpose of the payment.
O. Daily Statement of Accounts. IFTC will, within a reasonable time,
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render to PIMCO a detailed statement of the amounts received or paid
and of Assets received or delivered for the account of each Portfolio
during each business day. IFTC will maintain such books and records
as are necessary to enable it to render, from time to time upon
request by PIMCO, a detailed statement of the Assets. IFTC will
permit, and upon Instruction will cause any Subcustodian to permit,
such persons as are authorized by the applicable Fund, including such
Fund's independent public accountants, reasonable access to such
records or will provide reasonable confirmation of the contents of
such records, and if demanded, IFTC will permit, and will cause any
Subcustodian to permit, federal and state regulatory agencies to
examine the Assets, books and records of any Portfolio.
P. Appointment of Subcustodians. Notwithstanding any other provisions
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hereof:
1. All or any of the Assets may be held in IFTC's own custody or in
the custody of one or more other banks or trust companies
(including, without limitation, affiliates of IFTC) acting as
Subcustodians as may be selected by IFTC. Any such Subcustodian
selected by IFTC must have the qualifications required for a
custodian under the 1940 Act. IFTC will be responsible to the
applicable
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Portfolio for any loss, damage or expense suffered or incurred by
such Portfolio resulting from the actions or omissions of any
Subcustodians selected and appointed by IFTC (except
Subcustodians appointed at the request of PIMCO and as provided
in Subsection 2 below) to the same extent IFTC would be
responsible to Fund hereunder if it committed the act or omission
itself.
2. Upon request of PIMCO, IFTC will contract with other
Subcustodians reasonably acceptable to IFTC for purposes of
(a) effecting third-party repurchase transactions with banks,
brokers, dealers, or other entities through the use of a common
custodian or subcustodian, or (b) providing depository and
clearing agency services with respect to certain variable rate
demand note securities, or (c) for other reasonable purposes
specified by PIMCO; provided, however, that IFTC will be
responsible to PIMCO for any loss, damage or expense suffered or
incurred by a Fund resulting from the actions or omissions of any
such Subcustodian only to the same extent such Subcustodian is
responsible to IFTC. PIMCO may review IFTC's contracts with such
Subcustodians.
Q. Foreign Custody Manager.
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1. Definitions. Capitalized terms in this Section Q have the
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following meanings:
"Country Risk" means all factors reasonably related to the
systemic risk of holding Foreign Assets in a particular country
including, but not limited to, such country's political
environment; financial infrastructure (including financial
institutions such as any Mandatory Securities Depositories (but
not Eligible Foreign Custodians) operating in the country);
prevailing custody and settlement practices; and laws and
regulations applicable to the safekeeping and recovery of Foreign
Assets held in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in Section
(a)(1) of Rule 17f-5, except that the term does not include
Mandatory Securities Depositories.
"Foreign Assets" means any of the Portfolios' investments
(including foreign currencies) for which the primary market is
outside the United States and such cash and cash equivalents in
amounts deemed by PIMCO to be reasonably necessary to effect the
Portfolios' transactions in such investments.
"Foreign Custody Manager" or "FCM" has the meaning set forth in
Section (a)(2) of Rule 17f-5.
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"Mandatory Securities Depository" means a foreign securities
depository or clearing agency that, either as a legal or
practical matter, must be used if the manager of a Portfolio
determines to place Foreign Assets in a country outside the
United States (i) because required by law or regulation;
(ii) because securities cannot be withdrawn from such foreign
securities depository or clearing agency; or (iii) because
maintaining or effecting trades in securities outside the foreign
securities depository or clearing agency is not consistent with
prevailing or developing custodial or market practices.
2. Delegation to IFTC as FCM. Each Fund, pursuant to resolution
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adopted by its Board of Trustees or Directors (each a "Board"),
hereby delegates to IFTC, subject to Section (b) of Rule 17f-5,
the responsibilities set forth in this Section Q with respect to
Foreign Assets held outside the United States, and IFTC hereby
accepts such delegation, as FCM of each Portfolio. It is
understood and agreed that IFTC will sub-contract the performance
of its responsibilities hereunder with State Street Bank & Trust
Company. IFTC will be responsible to the applicable Portfolio
for any loss, damage or expense suffered or incurred by such
Portfolio resulting from the actions or omissions of State Street
Bank & Trust Company to the same extent IFTC would be responsible
to the Funds hereunder if it committed the act or omission
itself. References herein to "FCM" shall include IFTC and State
Street Bank & Trust Company.
3. Countries Covered. The FCM is responsible for performing the
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delegated responsibilities defined below only with respect to the
countries and custody arrangements for each such country listed
on Exhibit D hereto , which may be amended from time to time by
the FCM. The FCM will list on Exhibit D the Eligible Foreign
Custodians selected by the FCM to maintain the assets of each
Portfolio. Mandatory Securities Depositories are listed on
Exhibit E hereto, which Exhibit E may be amended from time to
time by the FCM. The FCM will provide amended versions of
Exhibits D and E in accordance with subsection 7 of this
Section Q.
Upon the receipt by the FCM of Instructions to open an account,
or to place or maintain Foreign Assets, in a country listed on
Exhibit D, and the fulfillment by PIMCO of the applicable account
opening requirements for such country, the FCM is deemed to have
been delegated by the applicable Board responsibility as FCM with
respect to that country and to have accepted such delegation.
Following the receipt of Instructions directing the FCM to close
the account of a Portfolio with the Eligible Foreign Custodian
selected by the FCM in a designated country, the delegation by
the applicable Board to IFTC as FCM for that country is deemed to
have been withdrawn and IFTC will immediately cease to be the FCM
of the Portfolio with respect to that country unless a substitute
Eligible Foreign Custodian is identified and added to Exhibit D.
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The FCM may withdraw its acceptance of delegated responsibilities
with respect to a designated country upon written notice to
PIMCO. Commencing sixty (60) days (or such longer period as to
which the parties agree in writing) after receipt of any such
notice by PIMCO, IFTC will have no further responsibility as FCM
to a Portfolio with respect to the country as to which IFTC's
acceptance of delegation is withdrawn.
4. Scope of Delegated Responsibilities.
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a. Selection of Eligible Foreign Custodians. Subject to the
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provisions of this Section Q, the FCM may place and maintain
the Foreign Assets in the care of the Eligible Foreign
Custodian selected by the FCM in each country listed on
Exhibit D, as amended from time to time.
In performing its delegated responsibilities as FCM to place
or maintain Foreign Assets with an Eligible Foreign
Custodian, the FCM will determine that the Foreign Assets
will be subject to reasonable care, based on the standards
applicable to custodians in the country in which the Foreign
Assets will be held by that Eligible Foreign Custodian,
after considering all factors relevant to the safekeeping of
such assets, including, without limitation, those set forth
in Rule 17f-5(c)(1)(i) through (iv).
b. Contracts With Eligible Foreign Custodians. The FCM will
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determine that the contract (or the rules or established
practices or procedures in the case of an Eligible Foreign
Custodian that is a foreign securities depository or
clearing agency) governing the foreign custody arrangements
with each Eligible Foreign Custodian selected by the FCM
will provide reasonable care for the Foreign Assets held by
that Eligible Foreign Custodian based on the standards
applicable to custodians in the particular country and
referred to in the second paragraph of Section 4.a. Each
such contract will include the provisions set forth in Rule
17f-5(c)(2)(i)(A) through (F), or, in lieu of any or all of
the provisions set forth in said (A) through (F), such other
provisions that the FCM determines will provide, in their
entirety, the same or greater level of care and protection
for the Foreign Assets as the provisions set forth in said
(A) through (F) in their entirety.
c. Monitoring. In each case in which the FCM maintains Foreign
----------
Assets with an Eligible Foreign Custodian selected by the
FCM, the FCM will establish a system to monitor (a) the
appropriateness of maintaining the Foreign Assets with such
Eligible Foreign
12
Custodian as provided in Section 4.a. and (b) the contract
governing the custody arrangements established by the FCM
with the Eligible Foreign Custodian as provided in Section
4.b. In the event the FCM determines that the custody
arrangements with an Eligible Foreign Custodian it has
selected are no longer appropriate, the FCM will notify the
applicable Board in accordance with subsection 7 of this
Section Q.
5. Guidelines for the Exercise of Delegated Authority. For purposes
--------------------------------------------------
of this Section Q, the applicable Board will be solely
responsible for considering and determining to accept such
Country Risk as is incurred by placing and maintaining the
Foreign Assets in each country for which IFTC is serving as FCM
of a Portfolio, and the Board will be solely responsible for
monitoring on a continuing basis such Country Risk to the extent
that such Board considers necessary or appropriate. PIMCO, on
behalf of the Funds, and IFTC each expressly acknowledge that the
FCM will not be delegated any responsibilities under this
Section Q with respect to Mandatory Securities Depositories.
6. Standard of Care as FCM of a Portfolio. In performing the
--------------------------------------
responsibilities delegated to it, the FCM agrees to exercise
reasonable care, prudence and diligence such as a person having
responsibility for the safekeeping of assets of management
investment companies registered under the 1940 Act would
exercise.
7. Reporting Requirements. The FCM will report the withdrawal of
----------------------
the Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign
Custodian by providing to the applicable Board amended Exhibits D
and E at the end of the calendar quarter in which an amendment to
either Exhibit has occurred. The FCM will make written reports
notifying the applicable Board of any other material change in
the foreign custody arrangements of a Portfolio described in this
Section Q promptly following after the occurrence of the material
change.
8. Representations with Respect to Rule 17f-5. The FCM represents
------------------------------------------
to PIMCO that it is a U.S. Bank as defined in Section (a)(7) of
Rule 17f-5.
PIMCO, on behalf of each Fund, represents to IFTC that the
applicable Board has determined that it is reasonable for such
Board to rely on IFTC and State Street Bank & Trust Company to
perform the responsibilities delegated pursuant to this Agreement
to IFTC and State Street Bank & Trust Company as the FCM of each
Portfolio and that IFTC has been granted the authority by each
Fund to delegate to State Street Bank & Trust Company the FCM
functions to which IFTC has been appointed by such Fund.
Each party represents that it will in good faith negotiate
revised terms for this Agreement to reflect future guidance from
the SEC staff or regulatory amendments affecting Rule 17f-5.
9. Effective Date and Termination of IFTC as FCM. Each Board's
---------------------------------------------
delegation to IFTC as FCM of a Portfolio will be effective as of
the effective date of the 1997 Amendments to Rule 17f-5 and will
remain in effect until terminated
13
at any time, without penalty, by written notice from the
terminating party to the non-terminating party. Termination will
become effective thirty days after receipt by the non-terminating
party of such notice. The provisions of subsection 3 of this
Section Q govern the delegation to and termination of IFTC as FCM
of each Fund with respect to designated countries.
R. Accounts and Records. IFTC will prepare and maintain, with the
--------------------
direction and as interpreted by PIMCO, a Fund's or a Portfolio's
accountants and/or other advisors, in complete, accurate and current
form all accounts and records: (1) required to be maintained by a
Fund with respect to portfolio transactions under Section 31(a) of the
1940 Act and the rules and regulations from time to time adopted
thereunder; (2) required to be maintained as a basis for calculation
of each Portfolio's net asset value; and (3) as otherwise agreed upon
by the parties. PIMCO will advise IFTC in writing of all applicable
record retention requirements, other than those set forth in the 1940
Act or the regulations thereunder. IFTC will preserve such accounts
and records in the manner and for the periods prescribed in the 1940
Act or the regulations thereunder or for such longer period as is
agreed upon by the parties. PIMCO will furnish, in writing or its
electronic or digital equivalent, accurate and timely information
needed by IFTC to complete such accounts and records, including
Corporate Actions, when such information is not readily available from
generally accepted securities industry services or publications.
S. Accounts and Records Property of Fund. IFTC acknowledges that all of
-------------------------------------
the accounts and records maintained by IFTC pursuant hereto are the
property of the applicable Fund, and will be made available to the
applicable Fund and PIMCO on behalf of such Fund for inspection or
reproduction within a reasonable period of time, upon demand. IFTC
will assist any Fund's independent auditors, or upon approval of
PIMCO, or upon demand, any regulatory body, in any requested review of
such Fund's accounts and records but PIMCO will reimburse IFTC for all
expenses and employee time invested in any such review outside of
routine and normal periodic reviews. Upon receipt from PIMCO of the
necessary information or instructions, IFTC will supply information
from the books and records it maintains for each Fund that such Fund
needs for tax returns, questionnaires, periodic reports to
shareholders and such other reports and information requests as PIMCO
and IFTC agree upon from time to time.
T. Adoption of Procedures. IFTC and PIMCO, on behalf of each Fund,
----------------------
hereby adopt the Funds Transfer Operating Guidelines attached hereto
as Exhibit B. IFTC and PIMCO may from time to time adopt such
additional procedures as they agree upon, and IFTC may conclusively
assume that no procedure approved or directed by PIMCO, any Fund's or
any Portfolio's accountants or other advisors conflicts with or
violates any requirements of the prospectus or registration statement,
articles of incorporation and bylaws or trust instrument, any
applicable law, rule or regulation, or any order, decree or agreement
by which the applicable Fund may be bound. PIMCO will be responsible
for notifying IFTC of any changes in statutes, regulations, rules,
requirements or policies which may impact IFTC's performance
14
of its responsibilities hereunder or its related operational policies
and procedures as they relate to the Funds in a manner different from
or in addition to requirements applicable to investment companies
registered under the 1940 Act in general.
U. Calculation of Net Asset Value. PIMCO, on behalf of each Fund, will
------------------------------
give Instructions to IFTC specifying the outside pricing sources to be
utilized as sources of Asset prices ("Pricing Sources"). In the event
that PIMCO specifies Reuters America, Inc., it will enter into the
Agreement attached hereto as Exhibit C. IFTC will calculate each
Portfolio's net asset value, in accordance with the Portfolio's
prospectus or registration statement. IFTC will price the Assets,
including foreign currency holdings, of each Portfolio for which
market quotations are available from the Pricing Sources; all other
Assets will be priced in accordance with PIMCO's Instructions.
V. Advances. The applicable Fund will cause each Portfolio to pay on
--------
demand any advance of cash or securities made by IFTC or any
Subcustodian, in its sole discretion, for any purpose (including but
not limited to securities settlements, purchase or sale of foreign
exchange or foreign exchange contracts and assumed settlement) for the
benefit of any Portfolio. Any such cash advance will be subject to an
overdraft charge at the rate set forth in the then-current fee
schedule from the date advanced until the date repaid. As security
for each such advance, each Fund hereby separately grants IFTC and
such Subcustodian a lien on and security interest in all of such
Fund's Portfolio's Assets at any time held for the account of the
applicable Portfolio, including without limitation all Assets acquired
with the amount advanced. Should the applicable Portfolio fail to
promptly repay the advance, the applicable Fund agrees that IFTC and
such Subcustodian may utilize available cash and dispose of such
Portfolio's Assets pursuant to applicable law to the extent necessary
to obtain reimbursement of the amount advanced and any related
overdraft charges; provided, however, that prior to such utilization
and disposition, (i) IFTC or Subcustodian has given PIMCO 2 days'
notice of the amount due and of its intent to so utilize and dispose
of custodied Assets; and (ii) the applicable Portfolio shall not have
satisfied the obligation. During such 2 day notice period, PIMCO
shall have the option to direct IFTC or such Subcustodian by written
notice regarding which and in what priority order custodied Assets are
to be utilized and disposed of.
W. Exercise of Rights; Tender Offers. Upon receipt of Instructions, IFTC
---------------------------------
will: (1) deliver warrants, puts, calls, rights or similar
securities to the issuer or trustee thereof, or to the agent of such
issuer or trustee, for the purpose of exercise or sale, provided that
the new Assets, if any, are to be delivered to IFTC; and (2) deposit
securities upon invitations for tenders thereof, provided that the
consideration for such securities is to be paid or delivered to IFTC
or the tendered securities are to be returned to IFTC.
15
X. Fund Shares.
------------
1. PIMCO will deliver to IFTC Instructions with respect to the
declaration and payment of any dividend or other distribution on
the shares of capital stock or beneficial interest, as the case
may be, of a Portfolio ("Fund Shares") by a Portfolio. On the
date specified in such Instruction, IFTC will pay out of the
monies held for the account of the Portfolio, insofar as it is
available for such purposes, and credit to the account of the
Dividend Disbursing Agent for the Portfolio, the amount specified
in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a Portfolio,
PIMCO on behalf of such Portfolio or its agent will give IFTC
Instructions regarding the aggregate dollar amount to be paid for
such shares. Upon receipt of such Instruction, IFTC will charge
such aggregate dollar amount to the account of the Portfolio and
either deposit the same in the account maintained for the purpose
of paying for the repurchase or redemption of Fund Shares or
deliver the same in accordance with such Instruction. IFTC has no
duty or responsibility to determine that Fund Shares have been
removed from the proper shareholder accounts or that the proper
number of Fund Shares have been canceled and removed from the
shareholder records.
3. Whenever Fund Shares are purchased from a Portfolio, PIMCO will
deposit or cause to be deposited with IFTC the amount received
for such shares. IFTC has no duty or responsibility to determine
that Fund Shares purchased from a Portfolio have been added to
the proper shareholder account or that the proper number of such
shares have been added to the shareholder records.
4. INSTRUCTIONS.
-------------
A. The term "Instructions", as used herein, means written (including
telecopied, telexed, or electronically transmitted) or oral
instructions which IFTC reasonably believes were given by a designated
representative of PIMCO. PIMCO will deliver to IFTC, prior to
delivery of any Assets to IFTC and thereafter from time to time as
changes therein are necessary, written Instructions naming one or more
designated representatives to give Instructions in the name and on
behalf of each Fund, which Instructions may be received and accepted
by IFTC as conclusive evidence of the authority of any designated
representative to act for the applicable Fund and may be considered to
be in full force and effect until receipt by IFTC of notice to the
contrary. Unless such written Instructions delegating authority to
any person to give Instructions specifically limit such authority to
specific matters or require that the approval of anyone else will
first have been obtained, IFTC will be under no obligation to inquire
into the right of such person, acting alone, to give any Instructions
whatsoever. If PIMCO fails to provide IFTC any such Instructions
naming designated representatives, any Instructions received by IFTC
from a person reasonably believed to be an appropriate representative
of PIMCO will constitute
16
valid and proper Instructions hereunder. "Designated representatives"
may include a Fund's or a Portfolio's employees and agents, including
investment managers and their employees.
B. No later than the next business day immediately following each oral
Instruction, PIMCO will send IFTC written confirmation of such oral
Instruction. At IFTC's sole discretion, IFTC may record on tape, or
otherwise, any oral Instruction whether given in person or via
telephone, each such recording identifying the date and the time of
the beginning and ending of such oral Instruction.
C. PIMCO will provide, upon IFTC's request, a certificate signed by an
officer or designated representative of PIMCO, as conclusive proof of
any fact or matter required to be ascertained from PIMCO hereunder.
PIMCO will also provide IFTC Instructions with respect to any matter
concerning this Agreement requested by IFTC. If IFTC reasonably
believes that it could not prudently act according to the
Instructions, or the instruction or advice of a Fund's or a
Portfolio's accountants or counsel, it may in its discretion, with
notice to PIMCO and such Fund, not act according to such Instructions.
5. LIMITATION OF LIABILITY OF IFTC.
--------------------------------
A. IFTC shall at all times use reasonable care and due diligence and act
in good faith in performing its duties under this Agreement. PIMCO
and each Fund is not responsible or liable for, and IFTC will
indemnify and hold PIMCO and each Fund harmless from and against, any
and all costs, expenses, losses, damages, charges, counsel fees,
payments and liabilities which may be asserted against or incurred by
PIMCO or any Fund or for which PIMCO or any Fund may be held to be
liable, arising out of or attributable to IFTC's failure to comply
with the terms of this Agreement or arising out of IFTC's (or its
agents' or delegees') negligence, willful misconduct, or bad faith.
B. IFTC is not responsible or liable for, and PIMCO will indemnify and
hold IFTC harmless from and against, any and all costs, expenses,
losses, damages, charges, counsel fees, payments and liabilities which
may be asserted against or incurred by IFTC or for which IFTC may be
held to be liable, arising out of or attributable to:
1. IFTC's action or omission to act pursuant hereto; provided that
IFTC has acted or failed to act in good faith and with due
diligence and reasonable care; and provided further, that neither
party is liable to the other for consequential, special, or
punitive damages in any event.
2. IFTC's payment of money as requested by PIMCO, or the taking of
any action which might make it or its nominee liable for payment
of monies or in any other way; provided, however, that nothing
herein obligates IFTC to take any such action or expend its own
monies in its sole discretion.
17
3. IFTC's action or omission to act hereunder in reasonable reliance
upon any Instructions, advice, notice, request, consent,
certificate or other instrument or paper appearing to it to be
genuine and to have been properly executed, including any
Instructions, communications, data or other information received
by IFTC by means of the Systems, as hereinafter defined, or any
electronic system of communication.
4. IFTC's action or omission to act in good faith reliance on the
advice or opinion of counsel for PIMCO or of its own counsel with
respect to questions or matters of law, which advice or opinion
may be obtained by IFTC from counsel for PIMCO at the expense of
PIMCO or from IFTC's counsel at its own expense, or on the
Instructions, advice or statements of any officer or employee of
PIMCO, or the applicable Fund's accountants or other authorized
individuals, and other persons believed by it in good faith to be
expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
IFTC is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or
for any Portfolio, or the legality of the purchase thereof
or of foreign currency positions, or evidence of ownership
required by PIMCO to be received by IFTC, or the propriety
of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign
currency positions by or for any Portfolio, or the propriety
of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the
sufficiency of the amount to be received therefor, the
legality of the repurchase or redemption of any Fund Shares,
or the propriety of the amount to be paid therefor, or the
legality of the declaration of any dividend by either Fund,
or the legality of the issue of any Fund Shares in payment
of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information provided by
or on behalf of a Portfolio to IFTC, including the accuracy of
the prices quoted by the Pricing Sources or for the information
supplied by PIMCO to price the Assets, or the failure of PIMCO to
provide, or provide in a timely manner, any accounts, records, or
information needed by IFTC to perform hereunder.
18
7. PIMCO's or any Fund's refusal or failure to comply with the terms
hereof (including without limitation PIMCO's or any Fund's
failure to pay or reimburse IFTC under Section 5 or 6 hereof),
PIMCO's or any Fund's negligence or willful misconduct, or the
failure of any representation or warranty of PIMCO or any Fund
hereunder to be and remain true and correct in all respects at
all times.
8. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used hereunder,
by PIMCO or by any person who acquires access to the Systems or
such other systems through the terminal device, passwords, access
instructions or other means of access to such Systems or such
other system which are utilized by, assigned to or otherwise made
exclusively available to PIMCO, except to the extent attributable
to any negligence or willful misconduct by IFTC.
9. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by IFTC on behalf of a Portfolio
until actually received; provided, however, that IFTC will advise
PIMCO promptly if it fails to receive any such money in the
ordinary course of business and will cooperate with PIMCO toward
the end that such money is received.
10. Except as provided in Section 3.P hereof, and subject to
Section 5.B.1 hereof, loss occasioned by the acts, neglects,
defaults or insolvency of any broker, bank, trust company, or any
other person with whom IFTC may deal.
11. The failure or delay in performance of its obligations hereunder,
or those of any entity for which it is responsible hereunder,
arising out of or caused, directly or indirectly, by
circumstances beyond the affected entity's reasonable control or
ability to take preemptive measures against, including, without
limitation: any interruption, loss or malfunction of any
utility, transportation, computer (hardware or software) or
communication service; inability to obtain labor, material,
equipment or transportation, or a delay in mails; governmental
or exchange action, statute, ordinance, rulings, regulations or
direction; war, strike, riot, emergency, civil disturbance,
terrorism, vandalism, explosions, labor disputes, freezes,
floods, fires, tornadoes, acts of God or public enemy,
revolutions, or insurrection.
6. COMPENSATION. In consideration for its services hereunder, IFTC will be
------------
paid the compensation set forth in a separate fee schedule, incorporated
herein by this reference, to be agreed to by each Fund, PIMCO and IFTC from
time to time, and reimbursement for IFTC's cash disbursements and
reasonable out-of-pocket costs and expenses, including attorney's fees,
incurred by IFTC in connection with the performance of services hereunder,
on demand. IFTC, subject to Section 10 hereof, may charge such
compensation against monies held by it for the accounts of the Portfolios
following notice to PIMCO. IFTC will,
19
subject to Section 10 hereof, be entitled to charge against any monies held
by it for the accounts of the Portfolios the amount of any loss, damage,
liability, advance, overdraft or expense for which it is entitled to
reimbursement from PIMCO. IFTC will be entitled to reimbursement by the
applicable Fund or PIMCO for the losses, damages, liabilities, advances,
overdrafts and expenses of Subcustodians only to the extent that (a) IFTC
would have been entitled to reimbursement hereunder if it had incurred the
same itself directly, and (b) IFTC is obligated to reimburse the
Subcustodian therefor. As between the Funds and PIMCO, it is agreed that
the compensation due IFTC hereunder shall be paid by PIMCO.
7. TERM AND TERMINATION. The initial term of this Agreement is for a period
--------------------
of one (1) year. Thereafter, PIMCO or IFTC may terminate the same by
notice in writing, delivered or mailed, postage prepaid, to the other party
and received not less than sixty (60) days prior to the date upon which
such termination will take effect. Upon termination hereof:
A. PIMCO will pay IFTC its fees and compensation due hereunder and its
reimbursable disbursements, costs and expenses paid or incurred to
such date;
B. PIMCO will designate a successor investment accounting and
recordkeeping agent (which may be PIMCO or any Fund) by Instruction to
IFTC;
C. PIMCO will designate a successor custodian by Instruction to IFTC. In
the event no such Instruction has been delivered to IFTC on or before
the date when such termination becomes effective, then IFTC may, at
its option, (i) choose as successor custodian a bank or trust company
meeting the qualifications for custodian set forth in the 1940 Act and
having not less than Two Million Dollars ($2,000,000) aggregate
capital, surplus and undivided profits, as shown by its last published
report, or (ii) apply to a court of competent jurisdiction for the
appointment of a successor or other proper relief, or take any other
lawful action under the circumstances; provided, however, that PIMCO
will reimburse IFTC for its costs and expenses, including reasonable
attorney's fees, incurred in connection therewith; and
D. IFTC will, upon payment of all sums due to IFTC from PIMCO hereunder,
deliver at IFTC's office (i) all accounts and records to the successor
investment accounting and recordkeeping agent or, if none, to PIMCO;
and (ii) all Assets, duly endorsed and in form for transfer, to the
successor custodian, or as specified by the court. IFTC will
cooperate in effecting changes in book-entries at all Depositories.
Upon delivery to a successor or as specified by the court, IFTC will
have no further obligations or liabilities hereunder. Thereafter such
successor will be the successor hereunder and will be entitled to
reasonable compensation for its services.
In the event that accounts, records or Assets remain in the possession of
IFTC after the date of termination hereof for any reason other than IFTC's
failure to deliver the same, IFTC is entitled to compensation as provided
in the then-current fee schedule for its services during such period, and
the provisions hereof relating to the duties and obligations of IFTC will
remain in full force and effect.
20
8. NOTICES. Notices, requests, instructions and other writings addressed to
-------
PIMCO or either Fund at the address set forth above, or at such other
address as PIMCO or such Fund may have designated to IFTC in writing, will
be deemed to have been properly given to PIMCO or Fund hereunder. Notices,
requests, Instructions and other writings addressed to IFTC at the address
set forth above, Attention: Custody Department, or to such other address
as it may have designated to PIMCO and the Funds in writing, will be deemed
to have been properly given to IFTC hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
-----------------------------
A. If IFTC provides PIMCO direct access to the computerized investment
portfolio custody, recordkeeping and accounting systems used by IFTC
("Systems") or if IFTC and PIMCO agree to utilize any electronic
system of communication, PIMCO agrees to implement and enforce
appropriate security policies and procedures to prevent unauthorized
or improper access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the tapes,
books, reference manuals, instructions, records, programs,
documentation and information of, and other materials relevant to, the
Systems and the business of IFTC ("Confidential Information"). PIMCO
agrees that it will not voluntarily disclose any such Confidential
Information to any other person other than its own employees who
reasonably have a need to know such information pursuant hereto. PIMCO
will return all such Confidential Information to IFTC upon termination
or expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by IFTC
from one or more third parties ("Licensors"), and PIMCO acknowledges
that IFTC and Licensors have proprietary rights in and to the Systems
and all other IFTC or Licensor programs, code, techniques, know-how,
data bases, supporting documentation, data formats, and procedures,
including without limitation any changes or modifications made at the
request or expense or both of PIMCO (collectively, the "Protected
Information"). PIMCO acknowledges that the Protected Information
constitutes confidential material and trade secrets of IFTC and
Licensors. PIMCO will preserve the confidentiality of the Protected
Information, and PIMCO hereby acknowledges that any unauthorized use,
misuse, disclosure or taking of Protected Information, residing or
existing internal or external to a computer, computer system, or
computer network, or the knowing and unauthorized accessing or causing
to be accessed of any computer, computer system, or computer network,
may be subject to civil liabilities and criminal penalties under
applicable law. PIMCO will so inform employees and agents who have
access to the Protected Information or to any computer equipment
capable of accessing the same. Licensors are intended to be and are
third party beneficiaries of PIMCO's obligations and undertakings
contained in this Section.
D. PIMCO hereby represents and warrants to IFTC that it has determined to
its satisfaction that the Systems are appropriate and suitable for its
use.
21
THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. IFTC
EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. IFTC agrees to defend any claim or action brought against PIMCO or any
Fund on the issue of infringement of any United States patent,
copyright, trade secret or trademark by the Systems as used within the
scope of this Agreement, and to indemnify PIMCO and each Fund against
all damages and costs, subject to the provisions of Section 5 hereof,
which may be assessed against them under any such claim or action.
10. MULTIPLE PORTFOLIOS. If a Fund is comprised of more than one Portfolio:
--------------------
A. Each Portfolio will be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the context
otherwise requires, with respect to every transaction covered hereby,
every reference herein to a Portfolio is deemed to relate solely to
the particular Portfolio to which such transaction relates. Under no
circumstances will the rights, obligations or remedies with respect to
a particular Portfolio constitute a right, obligation or remedy
applicable to any other Portfolio. The use of this single document to
memorialize the separate agreement of each Portfolio is understood to
be for clerical convenience only and will not constitute any basis for
joining the Portfolios for any reason.
B. PIMCO may appoint IFTC as its custodian and investment accounting and
recordkeeping agent for additional Portfolios from time to time by
written notice, provided that IFTC consents to such addition. Rates
or charges for each additional Portfolio will be as agreed upon by
IFTC and PIMCO in writing.
11. MISCELLANEOUS.
-------------
A. This Agreement will be construed according to, and the rights and
liabilities of the parties hereto will be governed by, the laws of the
State of Missouri without reference to the choice of laws principles
thereof.
B. All terms and provisions hereof will be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 9 hereof are intended to and
will continue after and survive the expiration, termination or
cancellation hereof.
D. No provisions hereof may be amended or modified in any manner except
by a written agreement properly authorized and executed by each party
hereto.
22
E. The failure of any party to insist upon the performance of any terms
or conditions hereof or to enforce any rights resulting from any
breach of any of the terms or conditions hereof, including the payment
of damages, will not be construed as a continuing or permanent waiver
of any such terms, conditions, rights or privileges, but the same will
continue and remain in full force and effect as if no such forbearance
or waiver had occurred. No waiver, release or discharge of any
party's rights hereunder will be effective unless contained in a
written instrument signed by the party sought to be charged.
F. The captions herein are included for convenience of reference only,
and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts, each of
which is deemed an original but all of which together constitute one
and the same instrument.
H. If any provision hereof is determined to be invalid, illegal, in
conflict with any law or otherwise unenforceable, the remaining
provisions hereof will be considered severable and will not be
affected thereby, and every remaining provision hereof will remain in
full force and effect and will remain enforceable to the fullest
extent permitted by applicable law.
I. This Agreement may not be assigned by either party hereto without the
prior written consent of the other party.
J. Neither the execution nor performance hereof will be deemed to create
a partnership or joint venture by and between IFTC, PIMCO and/or any
Fund or any Portfolio.
K. This Agreement supersedes the agreements previously entered into by
the parties hereto and the agreements affecting the Funds more
specifically described on Schedule A hereto. Except as specifically
provided herein, this Agreement does not in any way affect any other
agreements entered into among the parties hereto and any actions taken
or omitted by any party hereunder will not affect any rights or
obligations of the other parties hereunder.
L. If a Fund is a Trust, notice is hereby given that this Agreement has
been executed on behalf of such Fund by the undersigned duly
authorized representative of such Fund in his/her capacity as such and
not individually; and that the obligations of this Agreement are
binding only upon the assets and property of such Fund and not upon
any trustee, officer of shareholder of such Fund individually.
23
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
INVESTORS FIDUCIARY TRUST COMPANY PACIFIC INVESTMENT MANAGEMENT COMPANY
a Delaware partnership
By: By:
-------------------------------- ------------------------------------
Title: Title:
PIMCO FUNDS:
MULTI-MANAGER SERIES
By:
------------------------------------
Title:
PIMCO FUNDS:
PACIFIC INVESTMENT MANAGEMENT SERIES
By:
------------------------------------
Title:
SCHEDULE A
FUND PREVIOUS AGREEMENTS
---- -------------------
PIMCO Funds: Multi-Manager Series, Custody Agreement dated 12/17/90, as
a Massachusetts business trust amended 4/2/91; 6/1/91; 2/13/93; 11/14/94;
8/11/95; 8/20/96; 1/17/97; 1/17/97
PIMCO Funds: Pacific Investment Custody Agreement dated 4/1/89, as amended
Management Series. a Massachusetts 6/1/90; 5/94; 5/28/96
business trust
25
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE
Foreign--Income will be credited contractually on pay day in the markets noted
with Contractual Income Policy. The markets noted with Actual income policy
will be credited income when it is received.
====================================================================================================================================
Market Income Policy Market Income Policy Market Income Policy
====================================================================================================================================
Argentina Actual Hong Kong Contractual Poland Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Australia Contractual Hungary Actual Portugal Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Austria Contractual India Actual Russia Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Bahrain Actual Indonesia Actual Singapore Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Bangladesh Actual Ireland Actual Slovak Republic Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Belgium Contractual Israel Actual South Africa Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Bermuda Actual Italy Contractual South Korea Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
* Bolivia Actual Ivory Coast Actual Spain Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Botswana Actual * Jamaica Actual Sri Lanka Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Brazil Actual Japan Contractual Swaziland Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Canada Contractual Jordan Actual Sweden Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Chile Actual Kenya Actual Switzerland Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
China Actual Lebanon Actual Taiwan Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Colombia Actual Luxembourg Actual Thailand Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Cyprus Actual Malaysia Actual * Trinidad & Actual
Tobago
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Czech Republic Actual Mauritius Actual * Tunisia Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Denmark Contractual Mexico Actual Turkey Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Ecuador Actual Morocco Actual UnitedKingdom Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Egypt Actual Namibia Actual United States See Attached
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
**Euroclear Contractual/ Netherlands Contractual Uruguay Actual
Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Euro CDs Actual New Zealand Contractual Venezuela Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Finland Contractual Norway Contractual Zambia Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
France Contractual Oman Actual Zimbabwe Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Germany Contractual Pakistan Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Ghana Actual Peru Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Greece Actual Philippines Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
* Market is not 17F-5 eligible
** For Euroclear, contractual income paid only in markets listed with
Income Policy of Contractual.
United States--
====================================================================================================================================
Income Type DTC FED PTC Physical
====================================================================================================================================
Dividends Contractual N/A N/A Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Fixed Rate Interest Contractual Contractual N/A Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Variable Rate Interest Contractual Contractual N/A Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
GNMA I N/A N/A Contractual PD +1 N/A
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
GNMA II N/A N/A Contractual PD *** N/A
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Mortgages Actual Contractual Contractual Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Maturities Actual Contractual N/A Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Exceptions to the above Contractual Income Policy include securities
that are:
* Involved in a trade whose settlement either failed, or is pending
over the record date, (excluding the United States);
* On loan under a self directed securities lending program other than
IFTC's own vendor lending program;
* Known to be in a condition of default, or suspected to present a
risk of default or payment delay;
* In the asset categories, without limitation, of Private Placements,
Derivatives, Options, Futures, CMOs, and Zero Coupon
Bonds.
* Securities whose amount of income and redemption cannot be calculated
in advance of payable date, or determined in advance of actual
collection, examples include ADRs;
* Payments received as the result of a corporate action, not limited
to, bond calls, mandatory or optional puts, and tender offers.
*** For GNMA II securities, if the 19th day of the month is a business
day, Payable/Distribution Date is the next business day. If the 19th
is not a business day, but the 20th is a business day,
Payable/Distribution date is the first business day after the 20th.
If both the 19th and 20th are not business days, Payable/Distribution
will be the next business day thereafter.
26
EXHIBIT B -- FUNDS TRANSFER OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: IFTC is authorized to promptly debit Fund's
("Client's") account(s) upon the receipt of a payment order in compliance with
any of the Security Procedures chosen by the Client, from those offered on the
attached selection form (and any updated selection forms hereafter executed by
the Client), for funds transfers and in the amount of money that IFTC has been
instructed to transfer. IFTC is hereby instructed to accept funds transfer
instructions only via the delivery methods and Security Procedures indicated on
the attached selection form (and any update executed by the Client). The Client
agrees that the Security Procedures are reasonable and adequate for its wire
transfer transactions and agrees to be bound by any payment orders, amendments
and cancellations, whether or not authorized, issued in its name and accepted by
IFTC after being confirmed by any of the selected Security Procedures. The
Client also agrees to be bound by any other valid and authorized payment order
accepted by IFTC. IFTC shall execute payment orders in compliance with the
selected Security Procedures and with the Client's/Investment Manager's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. IFTC will use reasonable efforts to execute on the
execution date payment orders received after the customary deadline, but if it
is unable to execute any such payment order on the execution date, such payment
order will be deemed to have been received on the next business day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by IFTC.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to IFTC.
The Client must notify IFTC immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in the
Client's authorized personnel. IFTC shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: IFTC shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern. Financial institutions that
receive payment orders initiated by IFTC at the instruction of the Client may
also process payment orders on the basis of account numbers, regardless of any
name included in the payment order. IFTC will also rely on any financial
institution identification numbers included in any payment order, regardless of
any financial institution name included in the payment order.
4. REJECTION: IFTC reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of IFTC's receipt of such payment order;
(b) if initiating such payment order would cause IFTC, in IFTC's sole judgment,
to exceed any applicable volume, aggregate dollar, network, time, credit or
similar limits upon wire transfers; or (c) if IFTC, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.
27
5. CANCELLATION OR AMENDMENT: IFTC shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the selected Security Procedures provided that such requests are received
in sufficient time to afford IFTC a reasonable opportunity to act prior to
executing the payment order. However, IFTC assumes no liability if the request
for amendment or cancellation cannot be satisfied by IFTC's reasonable efforts.
6. ERRORS: IFTC shall assume no responsibility for failure to detect any
erroneous payment order provided that IFTC complies with the payment order
instructions as received and IFTC complies with the selected Security
Procedures. The Security Procedures are established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
7. INTEREST AND LIABILITY LIMITS: IFTC shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless IFTC is notified of the unauthorized payment order within thirty
(30) days of notification by IFTC of the acceptance of such payment order. In
no event (including but not limited to failure to execute a payment order) shall
IFTC be liable for special, indirect or consequential damages, even if advised
of the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When
the Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the Mid-America Payment Exchange or other similar body, IFTC or its agent
will act as an Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with respect to such
entries. Credits given with respect to an ACH credit entry are provisional
until final settlement for such entry is received from the Federal Reserve Bank.
If such final settlement is not received, the Client agrees to promptly refund
the amount credited to the Client in connection with such entry, and the party
making payment to the Client via such entry shall not be deemed to have paid the
amount of the entry.
9. CONFIRMATIONS: Confirmation of IFTC's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through IFTC's
account statements, advices, information systems, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within
30 days.
10. MISCELLANEOUS: IFTC may use the Federal Reserve System Fedwire to execute
payment orders, and any payment order carried in whole or in part through
Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. IFTC and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of IFTC or the
Client, but the party responsible for the erroneous payment shall bear all costs
and expenses incurred in trying to effect such recovery. These Guidelines may
not be amended except by a written agreement signed by the parties.
28
SECURITY PROCEDURES SELECTION FORM
Please select one or more of the funds transfer security procedures indicated
below.
[X] SWIFT SWIFT (Society for Worldwide Interbank Financial Telecommunication)
is a cooperative society owned and operated by member financial
institutions that provides telecommunication services for its membership.
Participation is limited to securities brokers and dealers, clearing and
depository institutions, recognized exchanges for securities, and
investment management institutions. SWIFT provides a number of security
features through encryption and authentication to protect against
unauthorized access, loss or wrong delivery of messages, transmission
errors, loss of confidentiality and fraudulent changes to messages.
Selection of this security procedure would be most appropriate for existing
SWIFT members.
[X] REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered via
Computer-to-Computer (CPU-CPU) data communications between the Client
and/or its agent and IFTC and/or its agent. Security procedures include
encryption and/or the use of a test key by those individuals authorized as
Automated Batch Verifiers or a callback procedure to those individuals.
Clients selecting this option should have an existing facility for
completing CPU-CPU transmissions. This delivery mechanism is typically
used for high-volume business such as shareholder redemptions and dividend
payments.
[X] TELEPHONE CONFIRMATION (CALL BACK) This procedure requires Clients to
designate individuals as authorized initiators and authorized verifiers.
IFTC will verify that the instruction contains the signature of an
authorized person and prior to execution of the payment order, will contact
someone other than the originator at the Client's location to authenticate
the instruction. Selection of this alternative is appropriate for Clients
who do not have the capability to use other security procedures.
[_] TEST KEY Test Key confirmation will be used to verify all non-repetitive
funds transfer instructions received via facsimile or phone. IFTC will
provide test keys if this option is chosen. IFTC will verify that the
instruction contains the signature of an authorized person and prior to
execution of the payment order, will authenticate the test key provided
with the corresponding test key at IFTC. Selection of this alternative is
appropriate for Clients who do not have the capability to use other
security procedures.
[X] REPETITIVE WIRES For situations where funds are transferred periodically
from an existing authorized account to the same payee (destination bank and
account number) and only the date and currency amount are variable, a
repetitive wire may be implemented. Repetitive wires will be subject to a
$10 million limit. If the payment order exceeds the $10 million limit, the
instruction will be confirmed by telephone or test key prior to execution.
Repetitive wire instructions must be reconfirmed annually. Clients may
establish Repetitive Wires by following the agreed upon security procedures
for as described by Telephone Confirmation (Call Back) or Test Key. This
alternative is recommended whenever funds are frequently transferred
between the same two accounts.
29
[X] STANDING INSTRUCTIONS Funds are transferred by IFTC to a counter party on
the Client's established list of authorized counter parties. Only the date
and the dollar amount are variable. Clients may establish Standby
Instructions by following the agreed upon security procedures for Non-
Repetitive Wire Transfers as described by Telephone Confirmation (Call
Back) or Test Key. This option is used for transactions that include but
are not limited to Foreign Exchange Contracts, Time Deposits and Tri-Party
Repurchase Agreements.
[_] AUTOMATED CLEARING HOUSE (ACH) IFTC or its agent receives an automated
transmission from a Client for the initiation of payment (credit) or
collection (debit) transactions through the ACH network. The transactions
contained on each transmission or tape must be authenticated by the Client.
The transmission is sent from the Client's or its agent's system to IFTC's
or its agent's system with encryption.
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
/s/ /s/
-------------------------------------- ----------------------------------------
Name Name
-------------------------------------- ----------------------------------------
Address Address
-------------------------------------- ----------------------------------------
City/State/Zip Code City/State/Zip Code
-------------------------------------- ----------------------------------------
Telephone Number Telephone Number
--------------------------------------
Facsimile Number
--------------------------------------
SWIFT Number
30
EXHIBIT C--REUTERS DATA SERVICE AGREEMENT
The undersigned acknowledges and agrees that some of the data being provided in
the service by IFTC to either Fund contains information supplied to IFTC by
Reuters America Inc. ("Reuters") (the "Data"). Such Fund agrees that:
(i) although Reuters makes every effort to ensure the accuracy and
reliability of the Data, the Fund acknowledges that Reuters, its
employees, agents, contractors, subcontractors, contributors and
third party providers will not be liable for any loss, cost or
damage suffered or incurred by the Fund arising out of any fault,
interruption or delays in the Data or out of any inaccuracies,
errors or omissions in the Data however such faults, interruptions,
delays, inaccuracies, errors or omissions arise, unless due to the
gross negligence or willful misconduct of Reuters;
(ii) it will not transfer, transmit, recirculate by digital or analogue
means, republish or resell all or part of the Data; and
(iii) certain parts of the Data are proprietary and unique to Reuters.
The undersigned further agrees that the benefit of this clause will inure to the
benefit of Reuters.
PACIFIC INVESTMENT MANAGEMENT COMPANY
By:
---------------------------------
Title:
------------------------------
Date:
-------------------------------
PIMCO FUNDS:
MULTI-MANAGER SERIES
By:
---------------------------------
Title:
------------------------------
Date:
-------------------------------
PIMCO FUNDS:
PACIFIC INVESTMENT MANAGEMENT SERIES
By:
---------------------------------
Title:
------------------------------
Date:
-------------------------------
31
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain The British Bank of the Middle East
(as delegate of the Hongkong and
Shanghai Banking Corporation
Limited) --
Bangladesh Standard Chartered Bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. --
People's The Hongkong and Shanghai Banking
Republic of Corporation Limited, Shanghai and
China Shenzhen branches --
Colombia Cititrust Colombia S.A.Sociedad
Fiduciaria --
Costa Rica Banco BCT S.A. --
Croatia Privredana Banka Zagreb d.d --
Cyprus Barclays Bank Plc. Cyprus Offshore
Banking Unit --
Czech Ceskoslovenska Obchodni Banka, A.S. --
Republic
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Xxxxxx Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece,
System for Monitoring
Transactions in
Securities in
Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Ltd. --
India Deutsche Bank AG;The Hongkong and
Shanghai Banking Corporation
Limited --
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques en Cote --
d'Ivoire
Jamaica Scotiabank Jamaica Trust and
Merchant Bank, Ltd. --
Japan The Daiwa Bank, Limited; The Fuji
Bank Limited Japan Securities Depository
33
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Jordan British Bank of the Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation
Limited) --
Kenya Barclays Bank of Kenya Limited --
Republic of The Hongkong and Shanghai Banking --
Korea Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation
Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank Malaysia
Berhad --
Mauritius The Hongkong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand)
Limited --
Norway Christiania Bank og Kreditkasse --
Oman The British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation
Limited) --
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
34
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Poland Citibank (Poland) S.A. --
Bank Polska Kasa Opieki S.A.
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, AO,
Moscow (as delegate of
Credit Suisse First Boston,
Zurich) --
Singapore The Development Bank of
Singapore Ltd. --
Slovak Ceskoslovenska Obchodna Banka A.S. --
Republic
Slovenia Banka Austria d.d. --
South Africa Standard Bank of South Africa
Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai Banking
Corporation Limited --
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AS --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Internationale Arabe de
Tunisie --
Turkey Citibank, N.A.; Ottoman Bank --
Ukraine ING Bank, Ukraine --
35
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
United State Street Bank and Trust Company, --
Kingdom London Branch
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street
London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)
/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
36
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which
use is mandatory as a matter of law or effectively
mandatory as a matter of market practice)
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited;
-Reserve Bank Information and Transfer System
Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)
Belgium -Caisse Interprofessionnelle de Depot et de Virement de
Titres S.A.;
-Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidacao e
-Custodia (CBLC)
-Bolsa de Valores de Rio de Janeiro
-All SSB clients presently use CBLC
-Central de Custodia e de Liquidacao Financeira de Titulos
Bulgaria -Central Depository AD
-Bulgarian National Bank
Canada -The Canadian Depositoryfor Securities Limited
People's Republic -Shanghai Securities Central Clearing and Registration
of China Corporation;
-Shenzhen Securities Central Clearing Co., Ltd.
Costa Rica -Central de Valores S.A. (CEVAL)
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic --Stredisko cennych papiru;
-Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central
Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation des
Valeurs Mobilieres (SICOVAM)
37
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which
use is mandatory as a matter of law or effectively
mandatory as a matter of market practice)
Germany -The Deutscher Borse Clearing AG
Greece -The Central Securities Depository (Apothetirion Titlon AE)
Hong Kong -The Central Clearing and Settlement System;
-Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest)
Ltd.(KELER) [Mandatory for Gov't Bonds only; SSB does not use
for other securities]
India -The National Securities Depository Limited
Indonesia -Bank Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Jamaica -The Jamaican Central Securities Depository
Japan -Bank of Japan Net System
Kenya -Central Bank of Kenya
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (MIDCLEAR) X.X.X.; - The
Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -The Malaysian Central Depository Sdn. Bhd.;-Bank Negara
Malaysia, Scripless Securities Trading and Safekeeping
Systems
Mauritius -The Central Depository & Settlement Co. Ltd.
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which
use is mandatory as a matter of law or effectively
mandatory as a matter of market practice)
Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el Deposito de
Valores);
Morocco -Maroclear
The Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. (NECIGEF)
-De Nederlandsche Bank N.V.
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of Securities)
Oman -Muscat Securities Market
Pakistan -Central Depository Company of Pakistan Limited
Peru -Caja de Valores y Liquidaciones S.A. (CAVALI)
Philippines -The Philippines Central Depository Inc.
-The Registry of Scripless Securities (XXXX) of the Bureau of
the Treasury
Poland -The National Depository of Securities (Krajowy Depozyt
Papierow Wartos'ciowych);
-Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and Depository Co.;
-Bucharest Stock Exchange Registry Division;
Singapore -The Central Depository (Pte)Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna Xxxxxx x.x.
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
39
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which
use is mandatory as a matter of law or effectively
mandatory as a matter of market practice)
Sri Lanka -Central Depository System (Pvt) Limited
Sweden -Vardepapperscentralen AB (the Swedish Central Securities
Depository)
Switzerland -Schweizerische Effekten - Giro AG;
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de Compensation et
de Depot de Valeurs Mobilieres
-Central Bank of Tunisia;
-Tunisian Treasury
Turkey -Takas ve Saklama Bankasi A.S. (TAKASBANK)
-Central Bank of Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office; The Central
Moneymarkets Office
Uruguay -Central Bank of Uruguay
Venezuela -Central Bank of Venezuela
Zambia -Lusaka Central Depository Limited
-Bank of Zambia
40
