EX-99.(g)
CUSTODY, INVESTMENT ACCOUNTING AND DATA ACCESS AGREEMENT
THIS AGREEMENT is made effective the ___ day of __________, 2001, by and
between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the
laws of the Commonwealth of Massachusetts, having its principal office and place
of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("State
Street"), and each registered investment company listed on Schedule A hereto, as
it may be amended from time to time, incorporated herein by reference, each
having its principal office and place of business at 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (each a "Fund").
WHEREAS, certain Funds (as set forth more specifically on Schedule A)
desire to appoint State Street as custodian of the assets of the Fund's
investment portfolio or portfolios (each a "Portfolio", and collectively the
"Portfolios"); and
WHEREAS, certain Funds (as set forth more specifically on Schedule A)
desire to appoint State Street as agent to perform certain investment accounting
and recordkeeping functions; and
WHEREAS, State Street 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. Fund hereby constitutes and appoints
State Street 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 State Street 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.
A. Fund hereby represents, warrants and acknowledges to State Street:
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, its articles of incorporation and its bylaws or its
declaration of trust to enter into this Agreement; it has taken
all requisite action necessary to appoint State Street as
custodian and investment accounting and recordkeeping agent; this
Agreement has been duly executed and delivered by Fund; and
this Agreement constitutes a legal, valid and binding obligation
of Fund, enforceable in accordance with its terms.
B. State Street hereby represents, warrants and acknowledges to Fund:
1. That it is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts; 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; this Agreement has been duly executed and delivered by
State Street; and this Agreement constitutes a legal, valid and
binding obligation of State Street, enforceable in accordance
with its terms.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
A. Delivery of Assets. Except as permitted by the 1940 Act, Fund will
deliver or cause to be delivered to State Street 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. State Street has no responsibility or liability whatsoever for
or on account of assets not so delivered.
B. Delivery of Accounts and Records. Fund will turn over or cause to be
turned over to State Street all accounts and records needed by State
Street to perform its duties and responsibilities hereunder fully and
properly. State Street may rely conclusively on the completeness and
correctness of such accounts and records.
C. Delivery of Assets to Third Parties. State Street will receive
delivery of and keep safely the Assets of each Portfolio segregated in
a separate account. Upon delivery of any such Assets to a subcustodian
appointed pursuant hereto (hereinafter referred to as "Subcustodian"),
State Street will create and maintain records identifying such Assets
as belonging to the applicable Portfolio. State Street 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 State Street remains responsible to the extent provided herein.
State Street 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 Fund (as such entities are
defined at 17 CFR Section 270.17f-4(b)) (each a "Depository" and
collectively the "Depositories"). State Street will be responsible to
Fund for any loss, damage or expense suffered or incurred by Fund
resulting from the actions or omissions of any Depository only to the
same extent such Depository is responsible to State Street.
D. Registration. State Street will at all times hold registered Assets in
the name of State Street as custodian, the applicable Portfolio, or a
nominee of either of them,
2
unless specifically directed by Instructions, as hereinafter defined,
to hold such registered Assets in so-called "street name," provided
that, in any event, State Street will hold all such Assets in an
account of State Street as custodian containing only Assets of the
applicable Portfolio, or only assets held by State Street as a
fiduciary or custodian for customers; and provided further, State
Street'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, Fund directs State Street to maintain Assets in
"street name", notwithstanding anything contained herein to the
contrary, State Street 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 Portfolio will at
all times be identifiable on the records of State Street. Fund agrees
to hold State Street and its nominee harmless for any liability as a
shareholder of record of securities held in custody.
E. Exchange. Upon receipt of Instructions, State Street will exchange, or
cause 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, State Street
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 State Street will receive Instruction prior to
surrendering any convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On each
business day on which a Portfolio makes a purchase of Assets other
than options and futures, Fund will deliver to State Street
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.
3
In accordance with such Instructions, State Street 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 State
Street, 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
Fund, State Street will make such payment only upon receipt of Assets:
(a) by State Street; (b) by a clearing corporation of a national
exchange of which State Street is a member; or (c) by a Depository.
Notwithstanding the foregoing, (i) State Street 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 State
Street on behalf of its customers; provided that State Street'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) State Street
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)
State Street 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.
On each business day on which a Portfolio makes a sale of Assets other
than options and futures, Fund will deliver to State Street
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.
State Street 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 Fund,
State Street will make such delivery upon receipt of: (a) payment
therefor in such form as is satisfactory to State Street; (b) credit
to the account of State Street with a clearing corporation of a
national securities
4
exchange of which State Street is a member; or (c) credit to the
account maintained by State Street on behalf of its customers with a
Depository. Notwithstanding the foregoing: (i) State Street will
deliver Assets held in physical form in accordance with "street
delivery custom" to a broker or its clearing agent; or (ii) State
Street 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
which a Portfolio makes a purchase or sale of the options and/or
futures listed below, Fund will deliver to State Street 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;
5
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
State Street, Fund will deliver a substantially complete
and executed custodial safekeeping account and procedural
agreement, incorporated herein by 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
prospectus of a Portfolio, and subject to such additional terms and
conditions as State Street may require:
1. Upon receipt of Instructions, State Street 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 State Street will release Assets only
upon payment to State Street 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,
State Street 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, State Street will release Assets to
the designated borrower; provided, however, that the Assets will
be released only upon deposit with State Street 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, State Street will release the
cash collateral to the borrower.
6
J. Routine Matters. State Street will, in general, attend to all routine
and 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
Fund.
K. Deposit Accounts. State Street will open and maintain one or more
special purpose deposit accounts for each Portfolio in the name of
State Street in such banks or trust companies (including, without
limitation, affiliates of State Street) as may be designated by it or
Fund in writing ("Accounts"), subject only to draft or order by State
Street upon receipt of Instructions. State Street will deposit all
monies received by State Street from or for the account of a Portfolio
in an Account maintained for such Portfolio. Subject to Section 5
hereof, State Street 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. State Street will:
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, State Street may reverse that credited amount. If
monies are collected after such reversal, State Street 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 State Street 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.
0
Xxxxx Xxxxxx, 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. State Street 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. State Street will promptly deliver or mail or
have delivered or mailed to Fund 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 State Street, 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. State Street will pay or cause to be paid, insofar as
funds 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. State Street will, within a reasonable
time, render to Fund 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. State Street will maintain such
books and records as are necessary to enable it to render, from time
to time upon request by Fund, a detailed statement of the Assets.
State Street will permit, and upon Instruction will cause any
Subcustodian to permit, such persons as are authorized by Fund,
including Fund's independent public accountants, reasonable access to
such records or will provide reasonable confirmation of the contents
of such records, and if demanded, State Street will permit, and will
cause any Subcustodian to permit, federal and state regulatory
agencies to examine the Assets, books and records of the Portfolio.
P. Appointment of Subcustodians. Notwithstanding any other provisions
hereof:
1. All or any of the Assets may be held in State Street's own
custody or in the custody of one or more other banks or trust
companies (including, without limitation, affiliates of State
Street) acting as Subcustodians as may be selected by State
Street. Any such Subcustodian selected by State Street must have
the qualifications required for a custodian under the 1940 Act.
0
Xxxxx Xxxxxx 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 any
Subcustodians selected and appointed by State Street (except
Subcustodians appointed at the request of Fund and as provided in
Subsection 2 below) to the same extent State Street would be
responsible to Fund hereunder if it committed the act or omission
itself.
2. Upon request of Fund, State Street will contract with other
Subcustodians reasonably acceptable to State Street 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 Fund; provided, however, that State Street will be
responsible to Fund for any loss, damage or expense suffered or
incurred by Fund resulting from the actions or omissions of any
such Subcustodian only to the same extent such Subcustodian is
responsible to State Street. Fund may review State Street's
contracts with such Subcustodians.
Q. Provisions Relating to Rule 17f-5.
1. Definitions. Capitalized terms in this Section Q. shall have the
following meanings:
"Country Risk" means all factors reasonably related to the systemic
risk of holding Foreign Assets in a particular country including, but
not limited to, such country's political environment, economic and
financial infrastructure (including any Eligible Securities Depository
operating in the country), prevailing or developing custody and
settlement practices, and laws and regulations applicable to the
safekeeping and recovery of Foreign Assets held in custody in that
country.
"Eligible Foreign Custodian" has the meaning set forth in section
(a)(1) of Rule 17f-5, including a majority-owned or indirect
subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding
company meeting the requirements of an Eligible Foreign Custodian (as
set forth in Rule 17f-5 or by other appropriate action of the U.S.
Securities and Exchange Commission (the "SEC")), or a foreign branch
of a Bank (as defined in Section 2(a)(5) of the 0000 Xxx) meeting the
requirements of a custodian under Section 17(f) of the 1940 Act; the
term does not include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section
(b)(1) of Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including
foreign currencies) for which the primary market is outside the United
States and such cash and cash equivalents as are reasonably necessary
to effect the Portfolios' transactions in such investments.
9
"Foreign Custody Manager" has the meaning set forth in section (a)(3)
of Rule 17f-5.
2. Delegation to State Street as Foreign Custody Manager. The Fund, by
resolution adopted by its Board of Trustees (the "Board"), hereby
delegates to State Street, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section 3.Q. with respect to
Foreign Assets of the Portfolios held outside the United States, and
State Street hereby accepts such delegation as Foreign Custody Manager
with respect to the Portfolios.
3. Countries Covered. The Foreign Custody Manager shall be responsible
for performing the delegated responsibilities defined below only with
respect to the countries and custody arrangements for each such
country listed on Schedule A to this Contract, which list of countries
may be amended from time to time by the Fund with the agreement of the
Foreign Custody Manager. The Foreign Custody Manager shall list on
Exhibit B the Eligible Foreign Custodians selected by the Foreign
Custody Manager to maintain the assets of the Portfolios, which list
of Eligible Foreign Custodians may be amended from time to time in the
sole discretion of the Foreign Custody Manager. The Foreign Custody
Manager will provide amended versions of Exhibit B in accordance with
Section 3.Q.6 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions
to open an account or to place or maintain Foreign Assets in a country
listed on Exhibit B, and the fulfillment by the Fund, on behalf of the
Portfolios, of the applicable account opening requirements for such
country, the Foreign Custody Manager shall be deemed to have been
delegated by the Board on behalf of the Portfolios responsibility as
Foreign Custody Manager with respect to that country and to have
accepted such delegation. Execution of this Amendment by the Fund
shall be deemed to be a Proper Instruction to open an account, or to
place or maintain Foreign Assets, in each country listed on Exhibit B
in which State Street has previously placed or currently maintains
Foreign Assets pursuant to the terms of the Contract. Following the
receipt of Proper Instructions directing the Foreign Custody Manager
to close the account of a Portfolio with the Eligible Foreign
Custodian selected by the Foreign Custody Manager in a designated
country, the delegation by the Board on behalf of the Portfolios to
State Street as Foreign Custody Manager for that country shall be
deemed to have been withdrawn and State Street shall immediately cease
to be the Foreign Custody Manager of the Portfolios with respect to
that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written
notice to the Fund. Thirty days (or such longer period to which the
parties agree in writing) after receipt of any such notice by the
Fund, State Street shall have no further responsibility in its
capacity as Foreign Custody Manager to the Fund with respect to the
country as to which State Street's acceptance of delegation is
withdrawn.
4. Scope of Delegated Responsibilities:
10
(a) Selection of Eligible Foreign Custodians. Subject to the
provisions of Section 3.Q., the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign
Custodian selected by the Foreign Custody Manager in each country
listed on Exhibit B, as amended from time to time. In performing its
delegated responsibilities as Foreign Custody Manager to place or
maintain Foreign Assets with an Eligible Foreign Custodian, the
Foreign Custody Manager shall determine that the Foreign Assets will
be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by
that Eligible Foreign Custodian, after considering all factors
relevant to the safekeeping of such assets, including, without
limitation the factors specified in Rule 17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The Foreign Custody
Manager shall determine that the contract governing the foreign
custody arrangements with each Eligible Foreign Custodian selected by
the Foreign Custody Manager will satisfy the requirements of Rule
17f-5(c)(2).
(c) Monitoring. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected
by the Foreign Custody Manager, the Foreign Custody Manager shall
establish a system to monitor (i) the appropriateness of maintaining
the Foreign Assets with such Eligible Foreign Custodian and (ii) the
contract governing the custody arrangements established by the Foreign
Custody Manager with the Eligible Foreign Custodian. In the event the
Foreign Custody Manager determines that the custody arrangements with
an Eligible Foreign Custodian it has selected are no longer
appropriate, the Foreign Custody Manager shall notify the Board in
accordance with Section 3.Q.6 hereunder.
5. Guidelines for the Exercise of Delegated Authority. For purposes of
this Section 3.Q, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and
maintaining the Foreign Assets in each country for which State Street
is serving as Foreign Custody Manager of the Portfolios.
6. Reporting Requirements. The Foreign Custody Manager shall report
the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another
Eligible Foreign Custodian by providing to the Board an amended
Exhibit B at the end of the calendar quarter in which an amendment to
such Schedule has occurred. The Foreign Custody Manager shall make
written reports notifying the Board of any other material change in
the foreign custody arrangements of the Portfolios described in this
Section 3.Q after the occurrence of the material change.
7. Standard of Care as Foreign Custody Manager of a Portfolio. In
performing the responsibilities delegated to it, the Foreign Custody
Manager agrees to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of assets
of management investment companies registered under the 1940 Act would
exercise.
11
8. Representations with Respect to Rule 17f-5. The Foreign Custody
Manager represents to the Fund that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. The Fund represents to State Street that
the Board has determined that it is reasonable for the Board to rely
on State Street to perform the responsibilities delegated pursuant to
this Contract to State Street as the Foreign Custody Manager of the
Portfolios.
9. Effective Date and Termination of State Street as Foreign Custody
Manager. The Board's delegation to State Street as Foreign Custody
Manager of the Portfolios shall be effective as of the date hereof and
shall remain in effect until terminated at any time, without penalty,
by written notice from the terminating party to the non-terminating
party. Termination will become effective thirty (30) days after
receipt by the non-terminating party of such notice. The provisions of
Section 3.Q.3 hereof shall govern the delegation to and termination of
State Street as Foreign Custody Manager of the Portfolios with respect
to designated countries.
10. Analysis and Monitoring. State Street shall (a) provide the Fund
(or its duly-authorized investment manager or investment adviser) with
an analysis of the custody risks associated with maintaining assets
with the Eligible Securities Depositories set forth on Exhibit C
hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b)
monitor such risks on a continuing basis, and promptly notify the Fund
(or its duly-authorized investment manager or investment adviser) of
any material change in such risks, in accordance with section
(a)(1)(i)(B) of Rule 17f-7.
11. Standard of Care. State Street agrees to exercise reasonable care,
prudence and diligence in performing the duties set forth in Section
3.Q.10.
R. Provisions Relating to Custody of Assets Held Outside the United
States.
1. Definitions. Capitalized terms in this Section 3.R shall have the
following meanings:
"Foreign Securities System" means an Eligible Securities Depository
listed on Exhibit C hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as
an Eligible Foreign Custodian.
2. Holding Securities. State Street shall identify on its books as
belonging to the Portfolios the foreign securities held by each
Foreign Sub-Custodian or Foreign Securities System. State Street may
hold foreign securities for all of its customers, including the
Portfolios, with any Foreign Sub-Custodian in an account that is
identified as belonging to State Street for the benefit of its
customers, provided however, that (i) the records of State Street with
respect to foreign securities of the Portfolios which are maintained
in such account shall
12
identify those securities as belonging to the Portfolios and (ii), to
the extent permitted and customary in the market in which the account
is maintained, State Street shall require that securities so held by
the Foreign Sub-Custodian be held separately from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
3. Foreign Securities Systems. Foreign securities shall be maintained
in a Foreign Securities System in a designated country through
arrangements implemented by State Street or a Foreign Sub-Custodian,
as applicable, in such country.
4. Delivery of Foreign Assets. State Street or a Foreign Sub-Custodian
shall release and deliver foreign securities of the Portfolios held by
State Street or such Foreign Sub-Custodian, or in a Foreign Securities
System account, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and
only in the following cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the country
where such foreign securities are held or traded, including, without
limitation: (A) delivery against expectation of receiving later
payment; or (B) in the case of a sale effected through a Foreign
Securities System, in accordance with the rules governing the
operation of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to
foreign securities;
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the
name of State Street (or the name of the respective Foreign
Sub-Custodian or of any nominee of State Street or such Foreign
Sub-Custodian) or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
provided that in any such case the Foreign Sub-Custodian shall have no
responsibility or liability for any loss arising from the delivery of
such securities prior to receiving payment for such securities except
as may arise from the Foreign Sub-Custodian's own negligence or
willful misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of
13
the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit
agreement;
(viii) in the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim receipts or
temporary securities for definitive securities;
(ix) for delivery as security in connection with any borrowing by
the Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii)for any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered and
naming the person or persons to whom delivery of such securities shall
be made.
5. Payment of Portfolio Monies. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the
parties, State Street shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out,
monies of a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A) delivering
money to the seller thereof or to a dealer therefor (or an agent for
such seller or dealer) against expectation of receiving later delivery
of such foreign securities; or (B) in the case of a purchase effected
through a Foreign Securities System, in accordance with the rules
governing the operation of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii)for the payment of any expense or liability of the
Portfolio, including but not limited to the following payments:
interest, taxes, investment advisory fees, transfer agency fees, fees
under this Contract, legal fees, accounting fees, and other operating
expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Portfolio, including transactions executed
with or through State Street or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
14
(vi) for payment of part or all of the dividends received in
respect of securities sold short;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and naming the
person or persons to whom such payment is to be made.
6. Market Conditions. Notwithstanding any provision of this Contract
to the contrary, settlement and payment for Foreign Assets received
for the account of the Portfolios and delivery of Foreign Assets
maintained for the account of the Portfolios may be effected in
accordance with the customary established securities trading or
processing practices and procedures in the country or market in which
the transaction occurs, including, without limitation, delivering
Foreign Assets to the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) with the expectation of receiving
later payment for such Foreign Assets from such purchaser or dealer.
State Street shall provide to the Board the information with respect
to custody and settlement practices in countries in which State Street
employs a Foreign Sub-Custodian described on Exhibit D hereto at the
time or times set forth on such Schedule. State Street may revise
Exhibit D from time to time, provided that no such revision shall
result in the Board being provided with substantively less information
than had been previously provided hereunder.
7. Registration of Foreign Securities. The foreign securities
maintained in the custody of a Foreign Sub-Custodian (other than
bearer securities) shall be registered in the name of the applicable
Portfolio or in the name of State Street or in the name of any Foreign
Sub-Custodian or in the name of any nominee of the foregoing, and the
Fund on behalf of such Portfolio agrees to hold any such nominee
harmless from any liability as a holder of record of such foreign
securities. State Street or a Foreign Sub-Custodian shall not be
obligated to accept securities on behalf of a Portfolio under the
terms of this Contract unless the form of such securities and the
manner in which they are delivered are in accordance with reasonable
market practice.
8. Bank Accounts. State Street shall identify on its books as
belonging to the Fund cash (including cash denominated in foreign
currencies) deposited with State Street. Where State Street is unable
to maintain, or market practice does not facilitate the maintenance
of, cash on the books of State Street, a bank account or bank accounts
shall be opened and maintained outside the United States on behalf of
a Portfolio with a Foreign Sub-Custodian. All accounts referred to in
this Section shall be subject only to draft or order by State Street
(or, if applicable, such Foreign Sub-Custodian) acting pursuant to the
terms of this Agreement to hold cash received by or from or for the
account of the Portfolio. Cash maintained on the books of State Street
(including its branches, subsidiaries and
15
affiliates), regardless of currency denomination, is maintained in
bank accounts established under, and subject to the laws of, The
Commonwealth of Massachusetts.
9. Collection of Income. State Street shall use reasonable commercial
efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be
entitled and shall credit such income, as collected, to the applicable
Portfolio. In the event that extraordinary measures are required to
collect such income, the Fund and State Street shall consult as to
such measures and as to the compensation and expenses of State Street
relating to such measures.
10. Shareholder Rights. With respect to the foreign securities held
pursuant to this Article 0, Xxxxx Xxxxxx will use reasonable
commercial efforts to facilitate the exercise of voting and other
shareholder rights, subject always to the laws, regulations and
practical constraints that may exist in the country where such
securities are issued. The Fund acknowledges that local conditions,
including lack of regulation, onerous procedural obligations, lack of
notice and other factors may have the effect of severely limiting the
ability of the Fund to exercise shareholder rights.
11. Communications Relating to Foreign Securities. State Street shall
transmit promptly to the Fund written information with respect to
materials received by State Street via the Foreign Sub-Custodians from
issuers of the foreign securities being held for the account of the
Portfolios (including, without limitation, pendency of calls and
maturities of foreign securities and expirations of rights in
connection therewith). With respect to tender or exchange offers,
State Street shall transmit promptly to the Fund written information
with respect to materials so received by State Street from issuers of
the foreign securities whose tender or exchange is sought or from the
party (or its agents) making the tender or exchange offer. State
Street shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign securities
or other property of the Portfolios at any time held by it unless (i)
State Street or the respective Foreign Sub-Custodian is in actual
possession of such foreign securities or property and (ii) State
Street receives Proper Instructions with regard to the exercise of any
such right or power, and both (i) and (ii) occur at least three
business days prior to the date on which State Street is to take
action to exercise such right or power.
12. Liability of Foreign Sub-Custodians. Each agreement pursuant to
which State Street employs a Foreign Sub-Custodian shall, to the
extent possible, require the Foreign Sub-Custodian to exercise
reasonable care in the performance of its duties, and to indemnify,
and hold harmless, State Street from and against any loss, damage,
cost, expense, liability or claim arising out of or in connection with
the Foreign Sub-Custodian's performance of such obligations. At the
Fund's election, the Portfolios shall be entitled to be subrogated to
the rights of State Street with respect to any claims against a
Foreign Sub-Custodian as a
16
consequence of any such loss, damage, cost, expense, liability or
claim if and to the extent that the Portfolios have not been made
whole for any such loss, damage, cost, expense, liability or claim.
13. Tax Law. State Street shall have no responsibility or liability
for any obligations now or hereafter imposed on the Fund, the
Portfolios or State Street as custodian of the Portfolios by the tax
law of the United States or of any state or political subdivision
thereof. It shall be the responsibility of the Fund to notify State
Street of the obligations imposed on the Fund with respect to the
Portfolios or State Street as custodian of the Portfolios by the tax
law of countries other than those mentioned in the above sentence,
including responsibility for withholding and other taxes, assessments
or other governmental charges, certifications and governmental
reporting. The sole responsibility of State Street with regard to such
tax law shall be to use reasonable efforts to assist the Fund with
respect to any claim for exemption or refund under the tax law of
countries for which the Fund has provided such information.
14. Liability of Custodian. Except as may arise from State Street's
own negligence or willful misconduct or the negligence or willful
misconduct of a Sub-Custodian, State Street shall be without liability
to the Fund for any loss, liability, claim or expense resulting from
or caused by anything which is part of Country Risk. State Street
shall be liable for the acts or omissions of a Foreign Sub-Custodian
to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are
maintained in the custody of a Foreign Sub-Custodian or a Foreign
Securities System, State Street shall not be liable for any loss,
damage, cost, expense, liability or claim resulting from
nationalization, expropriation, currency restrictions, or acts of war
or terrorism, or any other loss where the Sub-Custodian has otherwise
acted with reasonable care.
S. Accounts and Records. State Street will prepare and maintain, under
the direction of and as interpreted by Fund, Fund's or Portfolio's
accountants and/or other advisors, in complete, accurate and current
form such accounts and records: (1) required to be maintained by 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 as a basis for calculation of each
Portfolio's net asset value; and (3) as otherwise agreed upon by the
parties. Fund will advise State Street in writing of all applicable
record retention requirements, other than those set forth in the 1940
Act. State Street will preserve such accounts and records in the
manner and for the periods prescribed in the 1940 Act or for such
longer period as is agreed upon by the parties. Fund will furnish, in
writing or its electronic or digital equivalent, accurate and timely
information needed by State Street to complete such accounts and
records, including Corporate Actions, when such information is not
readily available from generally accepted securities industry services
or publications.
17
T. Accounts and Records Property of Fund. State Street acknowledges that
all of the accounts and records maintained by State Street pursuant
hereto are the property of Fund, and will be made available to Fund
for inspection or reproduction within a reasonable period of time,
upon demand. State Street will assist Fund's independent auditors, or
upon the prior written approval of Fund, or upon demand, any
regulatory body, in any requested review of Fund's accounts and
records, provided that Fund will reimburse State Street for all
expenses and employee time invested in any such review outside of
routine and normal periodic reviews. Upon receipt from Fund of the
necessary information or instructions, State Street will supply
information from the books and records it maintains for Fund that Fund
may reasonably request for tax returns, questionnaires, periodic
reports to shareholders and such other reports and information
requests as Fund and State Street may agree upon from time to time.
U. Adoption of Procedures. State Street and Fund hereby adopt the Funds
Transfer Operating Guidelines attached hereto as Exhibit E. State
Street and Fund may from time to time adopt such additional procedures
as they agree upon, and State Street may conclusively assume that no
procedure approved or directed by Fund, Fund's or Portfolio's
accountants or other advisors conflicts with or violates any
requirements of the prospectus, articles of incorporation, bylaws, or
declaration of trust, any applicable law, rule or regulation, or any
order, decree or agreement by which Fund may be bound. Fund will be
responsible for notifying State Street of any changes in statutes,
regulations, rules, requirements or policies which may impact State
Street's responsibilities or procedures under this Agreement.
V. Valuation of Assets. State Street will value the Assets in accordance
with Fund's Instructions utilizing the pricing sources designated by
Fund ("Pricing Sources") on Exhibit F hereto. State Street will
calculate each Portfolio's net asset value in accordance with the
Portfolio's prospectus.
W. Advances. Fund will pay on demand any advance of cash or securities
made by State Street 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, Fund hereby grants State
Street and such Subcustodian a lien on and security interest in all
Assets at any time held for the account of the applicable Portfolio,
including without limitation all Assets acquired with the amount
advanced. Should Fund fail to promptly repay the advance, State Street
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.
X. Exercise of Rights; Tender Offers. Upon receipt of Instructions, State
Street will: (1) deliver warrants, puts, calls, rights or similar
securities to the issuer or trustee
18
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 State Street; and (2) deposit securities upon invitations
for tenders thereof, provided that the consideration for such
securities is to be paid or delivered to State Street or the tendered
securities are to be returned to State Street.
Y. Fund Shares.
1. Fund will deliver to State Street Instructions with respect to
the declaration and payment of any dividend or other distribution
on the shares of capital stock of a Portfolio ("Fund Shares") by
a Portfolio. On the date specified in such Instruction, State
Street 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,
Portfolio or its agent will give State Street Instructions
regarding the aggregate dollar amount to be paid for such shares.
Upon receipt of such Instruction, State Street 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. State
Street 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 Fund, Fund will deposit
or cause to be deposited with State Street the amount received
for such shares. State Street has no duty or responsibility to
determine that Fund Shares purchased from Fund 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 State Street reasonably believes were given by a
designated representative of Fund. Fund will deliver to State Street,
prior to delivery of any Assets to State Street 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 Fund, which Instructions may be received and
accepted by State Street as conclusive evidence of the authority of
any designated representative to act for Fund and may be considered to
be in full force and effect until receipt by State Street of notice to
the contrary. Unless such written Instructions delegating
19
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, State Street will be under no
obligation to inquire into the right of such person, acting alone, to
give any Instructions whatsoever. If Fund fails to provide State
Street any such Instructions naming designated representatives, any
Instructions received by State Street from a person reasonably
believed to be an appropriate representative of Fund will constitute
valid and proper Instructions hereunder. The term "designated
representative" may include 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, Fund will send State Street written confirmation of such
oral Instruction. At State Street's sole discretion, State Street 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. Fund will provide, upon State Street's request, a certificate signed
by an officer or designated representative of Fund, as conclusive
proof of any fact or matter required to be ascertained from Fund
hereunder. Fund will also provide State Street Instructions with
respect to any matter concerning this Agreement requested by State
Street. If State Street reasonably believes that it could not
prudently act according to the Instructions, or the instruction or
advice of Fund's or a Portfolio's accountants or counsel, it may in
its discretion, with notice to Fund, not act according to such
Instructions.
5. LIMITATION OF LIABILITY OF STATE STREET. State Street is not responsible or
liable for, and Fund will indemnify and hold State Street harmless from and
against, any and all costs, expenses, losses, damages, charges, counsel
fees (including without limitation, disbursements and the allocable cost of
in-house counsel), payments and liabilities which may be asserted against
or incurred by State Street or for which State Street may be held to be
liable, arising out of or attributable to:
A. State Street's action or failure to act pursuant hereto; provided that
State Street has acted in good faith and with reasonable care; and
provided further, that in no event is State Street liable for
consequential, special, or punitive damages;
B. State Street's payment of money as requested by Fund, 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 State Street to take any such action or expend its own
monies in its sole discretion;
C. State Street's action or failure to act hereunder 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 Instruction,
20
communications, data or other information received by State Street by
means of the Systems, as hereinafter defined, or any electronic system
of communication;
D. State Street's action or failure to act in good faith reliance on the
advice or opinion of counsel for Fund or of its own counsel with
respect to questions or matters of law, which advice or opinion may be
obtained by State Street at the expense of Fund, or on the
Instruction, advice or statements of any officer or employee of Fund,
or 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;
E. The purchase or sale of any securities or foreign currency positions.
Without limiting the generality of the foregoing, State Street is
under no duty or obligation to inquire into:
1. 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
Fund to be received by State Street, or the propriety of the
decision to purchase or the amount paid therefor;
2. 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
3. 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 Fund, or the legality of the
issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's
accounts and records or other information provided to State Street by
or on behalf of a Portfolio, including the accuracy of the prices
quoted by the Pricing Sources or for the information supplied by Fund
to value the Assets, or the failure of Fund to provide, or provide in
a timely manner, any accounts, records, or information needed by State
Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including
without limitation Fund's failure to pay or reimburse State Street
under Section 5 hereof), Fund's negligence or willful misconduct, or
the failure of any representation or warranty of Fund hereunder to be
and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the Systems
or any electronic system of communication used hereunder, by Fund 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
21
or such other system which are utilized by, assigned to or otherwise
made available to Fund, except to the extent attributable to any
negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the payment
of money to be received by State Street on behalf of a Portfolio until
actually received; provided, however, that State Street will advise
Fund promptly if it fails to receive any such money in the ordinary
course of business and will cooperate with Fund toward the end that
such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the acts,
omissions, defaults or insolvency of any broker, bank, trust company,
securities system or any other person with whom State Street may deal;
and
K. 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, 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, Fund will pay to
State Street the compensation set forth in a separate fee schedule,
incorporated herein by reference, to be agreed to by Fund and State Street
from time to time, and upon demand, reimbursement for State Street's cash
disbursements and reasonable out-of-pocket costs and expenses, including
attorney's fees and disbursements, incurred by State Street in connection
with the performance of services hereunder. State Street may charge such
compensation against monies held by it for the account of the Portfolios.
State Street will also be entitled to charge against any monies held by it
for the account of the Portfolios the amount of any loss, damage,
liability, advance, overdraft or expense for which it is entitled to
reimbursement from Fund, including but not limited to fees and expenses due
to State Street for other services provided to Fund by State Street. State
Street will be entitled to reimbursement by Fund for the losses, damages,
liabilities, advances, overdrafts and expenses of Subcustodians only to the
extent that (a) State Street would have been entitled to reimbursement
hereunder if it had incurred the same itself directly, and (b) State Street
is obligated to reimburse the Subcustodian therefor.
7. TERM AND TERMINATION. The initial term of this Agreement is for a period of
one (1) year. Thereafter, either Fund or State Street may terminate this
Agreement by notice in writing, delivered or mailed, postage prepaid, to
the other party and received not less than ninety (90) days prior to the
date upon which such termination will take effect. Upon termination hereof:
22
A. Fund will pay State Street its fees and compensation due hereunder and
its reimbursable disbursements, costs and expenses paid or incurred to
such date;
B. Fund will designate a successor investment accounting and
recordkeeping agent (which may be Fund) by Instruction to State
Street;
C. Fund will designate a successor custodian by Instruction to State
Street. In the event no such Instruction has been delivered to State
Street on or before the date when such termination becomes effective,
then State Street 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 Fund will reimburse State
Street for its costs and expenses, including reasonable attorney's
fees, incurred in connection therewith; and
D. State Street will, upon payment of all sums due to State Street from
Fund hereunder or otherwise, deliver at State Street's office (i) all
accounts and records to the successor investment accounting and
recordkeeping agent or, if none, to Fund; and (ii) all Assets, duly
endorsed and in form for transfer, to the successor custodian, or as
specified by the court. State Street will cooperate in effecting
changes in book-entries at all Depositories. Upon delivery to a
successor or as specified by the court, State Street 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
State Street after the date of termination hereof for any reason other than
State Street's failure to deliver the same, State Street 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 State Street will remain in full force and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed to
Fund at the address set forth above, or at such other address as Fund may
have designated to State Street in writing, will be deemed to have been
properly given to Fund hereunder. Notices, requests, Instructions and other
writings addressed to State Street at 000 Xxxxxxxxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, Attention: Custody Department, or to such other address as
it may have designated to Fund in writing, will be deemed to have been
properly given to State Street hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
A. The Services. State Street has developed proprietary accounting and
other systems, and has acquired licenses for other such systems,
which it utilizes in conjunction with the services it provides to
Fund (the "Systems"). In
23
this regard, State Street maintains certain information in
databases under its control and ownership that it makes available
on a remote basis to its customers (the "Remote Access
Services"). This Agreement shall govern use of all Systems that
State Street may from time to time agree to provide to Fund and
its designated investment advisors, consultants or other third
parties authorized by State Street who agree to abide by the
terms of this Agreement ("Authorized Designees") in order to
provide Remote Access Services for the purpose of obtaining and
analyzing reports and information.
B. Security Procedures. Fund agrees to comply, and to cause its
Authorized Designees to comply, with remote access operating
standards and procedures and with user identification or other
password control requirements and other security procedures as
may be issued from time to time by State Street for use of the
Systems and access to the Remote Access Services. Fund agrees to
advise State Street immediately in the event that it learns or
has reason to believe that any person to whom it has given access
to the Systems or the Remote Access Services has violated or
intends to violate the terms of this Agreement and Fund will
cooperate with State Street in seeking injunctive or other
equitable relief. Fund agrees to discontinue use of the Systems
and Remote Access Services, if requested, for any security
reasons cited by State Street.
C. Fees. Fees and charges (if any) for the use of the Systems and
the Remote Access Services and related payment terms shall be as
set forth in the fee schedule in effect from time to time between
the parties (the "Fee Schedule"). Fund shall be responsible for
any tariffs, duties or taxes imposed or levied by any government
or governmental agency by reason of the transactions contemplated
by this Agreement, including, without limitation, federal, state
and local taxes, use, value added and personal property taxes
(other than income, franchise or similar taxes which may be
imposed or assessed against State Street). Any claimed exemption
from such tariffs, duties or taxes shall be supported by proper
documentary evidence delivered to State Street.
D. Proprietary Information/Injunctive Relief. The Systems and Remote
Access Services and the databases, computer programs, screen
formats, report formats, interactive design techniques, formulae,
processes, systems, software, know-how, algorithms, programs,
training aids, printed materials, methods, books, records, files,
documentation and other information made available to Fund by
State Street as part of the Remote Access Services and through
the use of the Systems and all copyrights, patents, trade secrets
and other proprietary rights of State Street and its relevant
licensors related thereto are the exclusive, valuable and
confidential property of State Street and its relevant licensors,
as applicable (the "Proprietary Information"). Fund agrees on
behalf of itself and its Authorized Designees to keep the
Proprietary Information
24
confidential and to limit access to Funds employees and
Authorized Designees (under a similar duty of confidentiality)
who require access to the Systems for the purposes intended. The
foregoing shall not apply to Proprietary Information in the
public domain or required by law to be made public.
Fund agrees to use the Remote Access Services only in connection with
the proper purposes of this Agreement. Fund will not, and will cause
its employees and Authorized Designees not to, (i) permit any third
party to use the Systems or the Remote Access Services, (ii) sell,
rent, license or otherwise use the Systems or the Remote Access
Services in the operation of a service bureau or for any purpose other
than as expressly authorized under this Agreement, (iii) use the
Systems or the Remote Access Services for any fund, trust or other
investment vehicle without the prior written consent of State Street,
or (iv) allow or cause any information transmitted from State Street's
databases, including data from third party sources, available through
use of the Systems or the Remote Access Services, to be redistributed
or retransmitted for other than use for or on behalf of Fund, as State
Street's Customer.
Fund agrees that neither Fund nor its Authorized Designees will modify
the Systems in any way, enhance or otherwise create derivative works
based upon the Systems, nor will Fund or its Authorized Designees
reverse engineer, decompile or otherwise attempt to secure the source
code for all or any part of the Systems.
Fund acknowledges that the disclosure of any Proprietary Information,
or of any information which at law or equity ought to remain
confidential, will immediately give rise to continuing irreparable
injury inadequately compensable in damages at law, and that State
Street and its licensor, if applicable, shall be entitled to obtain
immediate injunctive relief against the breach or threatened breach of
any of the foregoing undertakings, in addition to any other legal
remedies which may be available.
E. Limited Warranties. State Street represents and warrants that it has
the right to grant access to the Systems and to provide the
Remote Access Services contemplated herein. Because of the nature
of computer information technology and the necessity of relying
upon third-party sources, and data and pricing information
obtained from third parties, the Systems and Remote Access
Services are provided "AS IS", and Fund and its Authorized
Designees shall be solely responsible for the investment
decisions, regulatory reports and statements produced using the
Remote Access Services. State Street and its relevant licensors
will not be liable to Fund or its Authorized Designees for any
direct or indirect, special, incidental, punitive or
consequential damages arising out of or in any way connected with
the Systems or the Remote Access Services, nor shall either party
be responsible for delays or nonperformance under this Agreement
arising out of any cause or event beyond such party's control.
25
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STATE STREET FOR
ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED
HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
F. Infringement. State Street will defend or, at its option, settle any
claim or action brought against Fund to the extent that it is
based upon an assertion that access to any proprietary System
developed and owned by State Street or use of the Remote Access
Services through any such proprietary System by Fund under this
Agreement constitutes direct infringement of any United States
patent or copyright or misappropriation of a trade secret,
provided that Fund notifies State Street promptly in writing of
any such claim or proceeding and cooperates with State Street in
the defense of such claim or proceeding. Should any such
proprietary System or the Remote Access Services accessed thereby
or any part thereof become, or in State Street's opinion be
likely to become, the subject of a claim of infringement or the
like under the patent or copyright or trade secret laws of the
United States, State Street shall have the right, at State
Street's sole option, to (i) procure for Fund the right to
continue using such System or Remote Access Services, (ii)
replace or modify such System or Remote Access Services so that
the System or the Remote Access Services becomes noninfringing,
or (iii) terminate the Remote Access Services without further
obligation.
G. Termination. Either party may terminate the Remote Access Services (i)
for any reason by giving the other party at least one-hundred and
eighty (180) days' prior written notice in the case of notice of
termination by State Street to Fund or thirty (30) days' notice
in the case of notice from Fund to State Street of termination,
or (ii) immediately for failure of the other party to comply with
any material term and condition of this section of this Agreement
by giving the other party written notice of termination. In the
event of termination, Fund will return to State Street all copies
of documentation and other confidential information in Funds
possession or in the possession of its Authorized Designees. The
foregoing provisions with respect to confidentiality and
infringement will survive termination for a period of three (3)
years.
10. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio, the
following provisions apply:
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 Fund is deemed to relate solely to the
particular Portfolio to which such transaction
26
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 as to each
Portfolio is understood to be for clerical convenience only and will
not constitute any basis for joining the Portfolios for any reason.
B. Fund may appoint State Street as its custodian and investment
accounting and recordkeeping agent for additional Portfolios from time
to time by written notice, provided that State Street consents to such
addition. Rates or charges for each additional Portfolio will be as
agreed upon by State Street and Fund 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
Commonwealth of Massachusetts 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.
E. The failure of either 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.
27
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. The benefits of this Agreement may not be assigned by either party nor
may either party delegate all or a portion of its duties hereunder
without the prior written consent of the other party. Notwithstanding
the foregoing, Fund agrees that State Street may delegate all or a
portion of its duties to an affiliate of State Street, provided that
such delegation will not reduce the obligations of State Street under
this Agreement.
J. Neither the execution nor performance hereof will be deemed to create
a partnership or joint venture by and between State Street and Fund or
any Portfolio.
K. 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 either party hereunder will not
affect any rights or obligations of the other party hereunder.
L. Notice is hereby given that a copy of Fund's Trust Agreement and all
amendments thereto is on file with the Secretary of State of the state
of its organization; that this Agreement has been executed on behalf
of Fund by the undersigned duly authorized representative of 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 Fund and not upon any trustee, officer of shareholder of
Fund individually.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
STATE STREET BANK AND TRUST On behalf of each of the Funds set forth
on Schedule A hereto
COMPANY
By: ___________________________
By: ___________________________ Title: _________________________
Title: _________________________
28
SCHEDULE A
Dated: July 19, 2001
---------------------------------------------------------------------
Registered Investment Company Services Provided
---------------------------------------------------------------------
Xxxxxxxx Tax-Aware Fund, Inc. Custody and Investment
Accounting
---------------------------------------------------------------------
Xxxxxxxx Investment Grade Fixed Income Custody and Investment
Fund, Inc. Accounting
---------------------------------------------------------------------
29
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 Market Income Market Income
Policy Policy 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 Actual
Republic
-------------------------------------------------------------------------------
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 Actual Mauritius Actual * Tunisia Actual
Republic
-------------------------------------------------------------------------------
Denmark Contractual Mexico Actual Turkey Actual
-------------------------------------------------------------------------------
Ecuador Actual Morocco Actual UnitedKingdomContractual
-------------------------------------------------------------------------------
Egypt Actual Namibia Actual United See Attached
States
-------------------------------------------------------------------------------
**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--
30
===============================================================================
Income Type DTC FED PTC Physical
-------------------------------------------------------------------------------
Dividends Contractual N/A N/A Actual
-------------------------------------------------------------------------------
Fixed Rate Contractual Contractual N/A Actual
Interest
-------------------------------------------------------------------------------
Variable Rate Contractual Contractual N/A Actual
Interest
-------------------------------------------------------------------------------
GNMA I N/A N/A Contractual N/A
PD +1
-------------------------------------------------------------------------------
GNMA II N/A N/A Contractual N/A
PD ***
-------------------------------------------------------------------------------
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 State
Street'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.
31
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen
Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Canada State Street Trust Company Canada
Chile Citibank, N.A.
People's Republic The Hongkong and Shanghai
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A.
32
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni
Banka, A.S.
Denmark Den Danske Bank
Ecuador Citibank, N.A.
Egypt Egyptian British Bank S.A.E.
(as delegate of The Hongkong
and Shanghai Banking Corporation
Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Hong Kong Standard Chartered Bank
33
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Hungary Citibank Rt.
Iceland Icebank Ltd.
India Deutsche Bank AG
The Hongkong and Shanghai
Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques
en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant
Bank Ltd.
Japan The Fuji Bank, Limited
The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited
34
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East (as
delegate of The Hongkong and
Shanghai Banking Corporation
Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank
Malaysia Berhad
Mauritius The Hongkong and Shanghai
Banking Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited -
Netherlands Fortis Bank (Nederland) N.V.
New Zealand ANZ Banking Group
(New Zealand) Limited
Norway Christiania Bank og
Kreditkasse ASA
Oman HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
35
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portugues
Qatar HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow
(as delegate of Credit Suisse
First Boston - Zurich)
Singapore The Development Bank
of Singapore Limited
Slovak Republic Eeskoslovenska Obchodni Banka,
A.S.
Slovenia Bank Austria Creditanstalt d.d. -
36
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka The Hongkong and Shanghai
Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Kingdom State Street Bank and Trust Company,
London Branch
Uruguay BankBoston, N.A.
37
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
00
XXXXXXX X
XXXXX XXXXXX
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
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 Depots et
de Virements de Titres, S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de Liquidacao e
Custodia
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing &
of China Registration Corporation
Shenzhen Securities Central Clearing Co.,
Ltd.
Colombia Deposito Centralizado de Valores
Costa Rica Central de Valores S.A.
39
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen (Danish
Securities Center)
Egypt Misr for Clearing, Settlement,
and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities
Depository
France Societe Interprofessionnelle pour la
Compensation des Valeurs Mobilieres
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Central Securities Depository
(Apothetirion Titlon AE)
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Xxxx
00
XXXXXXX X
XXXXX XXXXXX
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER)
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Ireland Central Bank of Ireland
Securities Settlement Office
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center
(JASDEC)
Bank of Japan Net System
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
41
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon
and the Middle East (Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and
Safekeeping System
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL
(Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities
Depository Limited
Norway Verdipapirsentralen (Norwegian Central
Securities Depository)
Oman Muscat Depository & Securities
Registration Company, SAOC
42
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Pakistan Central Depository Company of Pakistan
Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a
department of the Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones, Institucion
de Compensacion y Liquidacion de Valores
S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities
(XXXX) of the Bureau of Treasury
Poland National Depository of Securities
(Krajowy Depozyt Papierow Wartosciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania National Securities Clearing, Settlement and
Depository Company
Bucharest Stock Exchange Registry
Division
43
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited
Share Transactions Totally Electronic
(STRATE) Ltd.
Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espana,
Central de Anotaciones en Cuenta
Sri Lanka Central Depository System
(Pvt) Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central
Depository Co., Ltd.
00
XXXXXXX X
XXXXX XXXXXX
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Thailand Thailand Securities Depository
Company Limited
Tunisia Societe Tunisienne Interprofessionelle pour
la Compensation et de Depots des
Valeurs Mobilieres
Turkey Takas ve Saklama Bankasi A.(a).
(TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
United Kingdom Central Gilts Office and
Central Moneymarkets Office
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
TRANSNATIONAL
Euroclear
Clearstream Banking AG
45
EXHIBIT D
MARKET INFORMATION
Publication/Type of Information Brief Description
------------------------------- -----------------
(Frequency)
The Guide to Custody in World An overview of safekeeping and settlement
Markets (annually) practices and procedures in each market in
which State Street Bank and Trust Company
offers custodial services.
Global Custody Network Review Information relating to the operating history
(annually) and structure of depositories and
subcustodians located in the markets in which
State Street Bank and Trust Company offers
custodial services, including transnational
depositories.
Global Legal Survey With respect to each market in which State
(annually) Street Bank and Trust Company offers
custodial services, opinions relating to
whether local law restricts (i) access of a
fund's independent public accountants to
books and records of a Foreign Sub-Custodian
or Foreign Securities System, (ii) the Fund's
ability to recover in the event of bankruptcy
or insolvency of a Foreign Sub-Custodian or
Foreign Securities System, (iii) the Fund's
ability to recover in the event of a loss by
a Foreign Sub-Custodian or Foreign Securities
System, and (iv) the ability of a foreign
investor to convert cash and cash equivalents
to U.S. dollars.
Subcustodian Agreements Copies of the subcustodian contracts State
(annually) Street Bank and Trust Company has entered
into with each subcustodian in the markets in
which State Street Bank and Trust Company
offers subcustody services to its US mutual
fund clients.
Network Bulletins (weekly): Developments of interest to investors in the
markets in which State Street Bank and Trust
Company offers custodial services.
Foreign Custody Advisories With respect to markets in which State Street
(as necessary): Bank and Trust Company offers custodial
services which exhibit special custody risks,
developments which may impact State Street's
ability to deliver expected levels of
service.
46
EXHIBIT E -- FUNDS TRANSFER OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: State Street Bank and Trust Company and affiliates
("SSB") is authorized to promptly debit 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 SSB has been instructed to transfer. SSB is hereby
instructed to accept funds transfer instructions only via the delivery methods
and Security Procedures indicated on the attached selection form (and any
updated selection forms hereafter 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 SSB
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 SSB. SSB 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. SSB 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 SSB.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to SSB. The
Client must notify SSB 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. SSB shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: SSB 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 SSB 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. SSB 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: SSB 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 SSB's receipt of such payment order;
(b) if initiating such payment order would cause SSB, in SSB's sole judgment, to
exceed any applicable volume, aggregate dollar, network, time, credit or similar
limits upon wire transfers; or (c) if SSB, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: SSB 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 SSB a reasonable opportunity to act prior to
executing the payment order. However, SSB assumes no liability if the request
for amendment or cancellation cannot be satisfied by SSB's reasonable efforts.
6. ERRORS: SSB shall assume no responsibility for failure to detect any
erroneous payment order provided that SSB complies with the payment order
instructions as received and SSB 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: SSB shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless SSB is notified of the unauthorized payment order within thirty
(30) days of notification by SSB of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
SSB 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, SSB 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 SSB's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through SSB'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: SSB 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. SSB and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of SSB 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.
47
SECURITY PROCEDURES SELECTION FORM
Please select at least two of the funds transfer security procedures indicated
below.
[] 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.
[] REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU)
data communications between the Client and/or its agent and SSB 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.
[] AUTOMATED CLEARING HOUSE (ACH)
SSB 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 SSB's or its agent's system with
encryption.
[] 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 Confirmation (Call Back) 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 as described by Telephone Confirmation (Call Back) or
Test Key.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts. If this option is selected, choose either
Telephone Confirmation or Test Key to be used as a secondary procedure when
over $10 million.
[] STANDING INSTRUCTIONS
Funds are transferred by SSB 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 as described by Telephone Confirmation
(Call Back) or Test Key. Additional paperwork will be required from
insurance Clients using 1031 drawdowns.
This option is used for transactions that include but are not limited to
Foreign Exchange Contracts, Time Deposits and Tri-Party Repurchase
Agreements. If this option is selected, choose either Telephone
Confirmation or Test Key to be used as a secondary procedure when over $10
million.
[] TELEPHONE CONFIRMATION (CALL BACK)
This procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. SSB 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. Please complete the
Telephone Confirmation Instructions attached as a Schedule hereto.
[] TEST KEY
Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. SSB will provide
test keys if this option is chosen. SSB 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 SSB.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures.
The individual signing below must be authorized to sign contract on behalf of
the client. The execution of payment orders under the selected Security
Procedures is governed by the Funds Transfer Operating Guidelines, which are
incorporated by reference.
CLIENT
By:
---------------------------------
Authorized Signature
------------------------------------
Type or Print Name
------------------------------------
Title
------------------------------------
Date
48
SCHEDULE TO FUNDS TRANSFER OPERATING GUIDELINES
AND SECURITY PROCEDURES SELECTION FORM
CLIENT/INVESTMENT MANAGER:
---------------------------------------
Company Name
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
Name Name
Address Address
City/State/Zip Code City/State/Zip Code
Telephone Number Telephone Number
Facsimile Number Facsimile
Number
SWIFT Number
TELEPHONE CONFIRMATION INSTRUCTIONS
Authorized Initiators (Please Type or Print) - Please provide a listing of your
staff members who are currently authorized to INITIATE wire transfer
instructions:
NAME TITLE SPECIMEN SIGNATURE
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
Authorized Verifiers (Please Type or Print) - Please provide a listing of your
staff members who will be CALLED BACK to verify the initiation of repetitive
wires of $10 million or more and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
_____________________ ___________________ _________________________
49
[LOGO] STATE STREET AUTHORIZATION MATRIX
Severing Institutional Investors Worldwide(SM)
--------------------------------------------------------------------------------
Exhibit F -- Price Source and Methodology Authorization
Instructions: For each security type allowed by the Fund Prospectus, please
indicate the primary, secondary and tertiary source to be used in calculating
Net Asset Value for the Funds identified. NOTE: If Investment Manager is a
Pricing Source, please specify explicitly.
State Street performs a Data Quality review process as specified in the Sources
Status Pricing Matrix on the NAVigator Pricing System which specifies pricing
tolerance thresholds, index and price aging details. The Sources Status Pricing
Matrix will be provided for your information and review.
AUTHORIZATION MATRIX dated _________
CLIENT: XXXXXXXX MUTUAL FUND FAMILY
-----------------------------------------------------------------------------------------------
Primary Secondary Tertiary Pricing Pricing Valuation
Security Type Source Source Source Logic Default Point
Logic
-----------------------------------------------------------------------------------------------
EQUITIES
-----------------------------------------------------------------------------------------------
U.S. Listed Equities
(NYSE, AMEX) Bridge Reuters Last Market Close
-----------------------------------------------------------------------------------------------
U.S. OTC Equities Bridge Reuters Market Close
(Nasdaq)
-----------------------------------------------------------------------------------------------
Foreign Equities
-----------------------------------------------------------------------------------------------
Listed ADR's
-----------------------------------------------------------------------------------------------
FIXED INCOME
-----------------------------------------------------------------------------------------------
Municipal Bonds
-----------------------------------------------------------------------------------------------
US Bonds (Treasuries, MBS,
ABS, Corporates)
-----------------------------------------------------------------------------------------------
Eurobonds/Foreign
Bonds
-----------------------------------------------------------------------------------------------
OTHER ASSETS
-----------------------------------------------------------------------------------------------
Options
-----------------------------------------------------------------------------------------------
Futures
-----------------------------------------------------------------------------------------------
Non - Listed ADR's
-----------------------------------------------------------------------------------------------
EXCHANGE RATES
-----------------------------------------------------------------------------------------------
FORWARD POINTS
-----------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
BPS: Global Pricing Services 50 Last Update: 08/01/2001
