EXHIBIT 8.1
CUSTODIAN CONTRACT
Between
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held By
It.........................................................1
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian in the United States.....3
2.1 Holding Securities..................................3
2.2 Delivery of Securities..............................3
2.3 Registration of Securities..........................8
2.4 Bank Accounts.......................................9
2.5 Availability of Federal Funds......................10
2.6 Collection of Income...............................10
2.7 Payment of Fund Moneys.............................11
2.8 Liability for Payment in Advance of
Receipt of Securities Purchased....................14
2.9 Appointment of Agents..............................15
2.10 Deposit of Fund Assets in Securities System........l5
2.10A Fund Assets Held in the Custodian's Direct
Paper System.......................................18
2.11 Segregated Account.................................20
2.12 Ownership Certificates for Tax Purposes............21
2.13 Proxies............................................22
2.14 Communications Relating to Portfolio
Securities.........................................22
3. Duties of the Custodian with Respect to Property of
the Fund Held Outside of the United States................23
3.1 Appointment of Foreign Sub-Custodians..............23
3.2 Assets to be Held..................................23
3.3 Foreign Securities Depositories....................24
3.4 Segregation of Securities..........................24
3.5 Agreements with Foreign Banking Institutions.......25
3.6 Access of Independent Accountants of the Fund......25
3.7 Reports by Custodian...............................26
3.8 Transactions in Foreign Custody Account............26
3.9 Liability of Foreign Sub-Custodians................27
3.10 Liability of Custodian.............................28
3.11 Reimbursement for Advances.........................29
3.12 Monitoring Responsibilities........................29
3.13 Branches of U.S. Banks.............................30
3.14 Tax Law............................................30
4. Payments for Sales or Repurchase or Redemptions
of Shares of the Fund.....................................31
5. Proper Instructions.......................................32
6. Actions Permitted Without Express Authority...............33
7. Evidence of Authority.....................................34
8. Duties of Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net
Income....................................................34
9. Records...................................................35
10. Opinion of Fund's Independent Accountants.................35
11. Reports to Fund by Independent Public Accountants.........36
12. Compensation of Custodian.................................36
13. Responsibility of Custodian...............................37
14. Effective Period, Termination and Amendment...............39
15. Successor Custodian.......................................41
16. Interpretive and Additional Provisions....................43
17. Additional Funds..........................................43
18. Massachusetts Law to Apply................................43
19. Prior Contracts...........................................44
CUSTODIAN CONTRACT
This Contract between Connecticut Mutual Investment Accounts, Inc., a
corporation organized and existing under the laws of Maryland, having its
principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000
hereinafter called the "Fund", and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, hereinafter called the
"Custodian".
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends to initially offer shares in five series,
the Government Securities Account, Growth Account, Income Account, Liquid
Account and Total Return Account (such series together with all other series
subsequently established by the Fund and made subject to this Contract in
accordance with paragraph 17, being herein referred to as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of the assets
of the Portfolios of the Fund, including securities which the Fund, on behalf
of the applicable Portfolio desires to be held in places within the United
States ("domestic securities") and securities it desires to be held outside
the United States ("foreign securities") pursuant to the provisions of the
Articles of Incorporation. The Fund on behalf of the Portfolio(s) agrees to
deliver to the Custodian all securities and cash of the Portfolios, and all
payments of income, payments of principal or capital distributions received
by it with respect to all securities owned by the Portfolio(s) from time to
time, and the cash consideration received by it for such new or treasury
shares of capital stock of the Fund representing interests in the Portfolios,
("Shares") as may be issued or sold from time to time. The Custodian shall
not be responsible for any property of a Portfolio held or received by the
Portfolio and
not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article
5), the Custodian shall on behalf of the applicable Portfolio(s) from time to
time employ one or more sub-custodians, located in the United States but only
in accordance with an applicable vote by the Board of Directors of the Fund
on behalf of the applicable Portfolio(s), and provided that the Custodian
shall have no more or less responsibility or liability to the Fund on account
of any actions or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian. The Custodian may employ as sub-custodian
for the Fund's foreign securities on behalf of the applicable Portfolio(s)
the foreign banking institutions and foreign securities depositories
designated in Schedule A hereto but only in accordance with the provisions of
Article 3.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY
THE CUSTODIAN IN THE UNITED STATES
2.1 HOLDING SECURITIES. The Custodian shall hold and
physically segregate for the account of each Portfolio
all non-cash property, to be held by it in the United
States including all domestic securities owned by such
Portfolio, other than (a) securities which are maintained
pursuant to Section 2.10 in a clearing agency which acts
as a securities depository or in a book-entry system
authorized by the U.S. Department of the Treasury,
collectively referred to herein as "Securities System"
and (b) commercial paper of an issuer for which State
Street Bank and Trust Company acts as issuing and paying
agent ("Direct Paper") which is deposited and/or
maintained in the Direct Paper System of the Custodian
pursuant to Section 2.10A.
2.2 DELIVERY OF SECURITIES. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by
the Custodian or in a Securities System account of the
Custodian or in the Custodian's Direct Paper book entry
system account ("Direct Paper System Account") only upon
receipt of Proper Instructions from the Fund on behalf of
the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, and
only in the following cases:
1) Upon sale of such securities for the account
of the Portfolio and receipt of payment
therefor;
2) Upon the receipt of payment in connection
with any repurchase agreement related to such
securities entered into by the Portfolio;
3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.10 hereof;
4) To the depository agent in connection with
tender or other similar offers for securities
of the Portfolio;
5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
otherwise become payable; provided that, in
any such case, the cash or other
consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for
transfer into the name of the Portfolio or
into the name of any nominee or nominees of
the Custodian or into the name or nominee
name of any agent appointed pursuant to
Section 2.9 or into the name or nominee name
of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different
number of bonds, certificates or other
evidence representing the same aggregate face
amount or number of units; provided that, in
any such case, the new securities are to be
delivered to the Custodian;
7) Upon the sale of such securities for the
account of the Portfolio, to the broker or
its clearing agent, against a receipt, for
examination in accordance with "street
delivery" custom; provided that in any such
case, the Custodian shall have no
responsibility or liability for any loss
arising from the delivery of such securities
prior to receiving payment for such
securities except as may arise from the
Custodian's own negligence or willful
misconduct;
8) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the issuer
of such securities, or pursuant to provisions
for conversion contained in such securities,
or pursuant to any deposit agreement;
provided that, in any such case, the new
securities and cash, if any, are to be
delivered to the Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
securities or the surrender of interim
receipts or temporary securities for
definitive securities; provided that, in any
such case, the new securities and cash, if
any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Portfolio, but only
against receipt of adequate collateral as
agreed upon from time to time by the
Custodian and the Fund on behalf of the
Portfolio, which may be in the form of cash
or obligations issued by the United States
government, its agencies or instrumental-
ities, except that in connection with any
loans for which collateral is to be credited
to the Custodian's account in the book-entry
system authorized by the U.S. Department of
the Treasury, the Custodian will not be held
liable or responsible for the delivery of
securities owned by the Portfolio prior to
the receipt of such collateral;
11) For delivery as security in connection with
any borrowings by the Fund on behalf of the
Portfolio requiring a pledge of assets by the
Fund on behalf of the Portfolio, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the
provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and
a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating
to compliance with the rules of The Options
Clearing Corporation and of any registered
national securities exchange, or of any
similar organization or organizations,
regarding escrow or other arrangements in
connection with transactions by the Portfolio
of the Fund;
13) For delivery in accordance with the
provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian, and a
Futures Commission Merchant registered under
the Commodity Exchange Act, relating to
compliance with the rules of the Commodity
Futures Trading Commission and/or any
Contract Market, or any similar organization
or organizations, regarding account deposits
in connection with transactions by the
Portfolio of the Fund;
14) Upon receipt of instructions from the
transfer agent ("Transfer Agent") for the
Fund, for delivery to such Transfer Agent or
to the holders of shares in connection with
distributions in kind, as may be described
from time to time in the currently effective
prospectus and statement of additional
information of the Fund, related to the
Portfolio ("Prospectus"), in satisfaction of
requests by holders of Shares for repurchase
or redemption; and
15) For any other proper corporate purpose, BUT
only upon receipt of, in addition to Proper
Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a
resolution of the Board of Directors or of
the Executive Committee signed by an officer
of the Fund and certified by the Secretary or
an Assistant Secretary, specifying the
securities of the Portfolio to be delivered,
setting forth the purpose for which such
delivery is to be made, declaring such
purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery
of such securities shall be made.
2.3 REGISTRATION OF SECURITIES. Domestic securities held by
the Custodian (other than bearer securities) shall be
registered in the name of the Portfolio or in the name of
any nominee of the Fund on behalf of the Portfolio or of
any nominee of the Custodian which nominee shall be
assigned exclusively to the Portfolio, unless the Fund
has authorized in writing the appointment of a nominee to
be used in common with other registered investment
companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent
appointed pursuant to Section 2.9 or in the name or
nominee name of any sub-custodian appointed pursuant to
Article 1. All securities accepted by the Custodian on
behalf of the Portfolio under the terms of this Contract
shall be in "street name" or other good delivery form.
If, however, the Fund directs the Custodian to maintain
securities in "street name", the Custodian shall utilize
its best efforts only to timely collect income due the
Fund on such securities and to notify the Fund on a best
efforts basis only of relevant corporate actions
including, without limitation, pendency of calls,
maturities, tender or exchange offers.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain a
separate bank account or accounts in the United States in
the name of each Portfolio of the Fund, subject only to
draft or order by the Custodian acting pursuant to the
terms of this Contract, and shall hold in such account or
accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Portfolio,
other than cash maintained by the Portfolio in a bank
account established and used in accordance with Rule
17f-3 under the Investment Company Act of 1940. Funds
held by the Custodian for a Portfolio may be deposited by
it to its credit as Custodian in the Banking Department
of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or
desirable; PROVIDED, however, that every such bank or
trust company shall be qualified to act as a custodian
under the Investment Company Act of 1940 and that each
such bank or trust company and the funds to be deposited
with each such bank or trust company shall on behalf of
each applicable Portfolio be approved by vote of a
majority of the Board of Directors of the Fund. Such
funds shall be deposited by the Custodian in its capacity
as Custodian and shall be withdrawable by the Custodian
only in that capacity.
2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement
between the Fund on behalf of each applicable Portfolio
and the Custodian, the Custodian shall, upon the receipt
of Proper Instructions from the Fund on behalf of a
Portfolio, make federal funds available to such Portfolio
as of specified times agreed upon from time to time by
the Fund and the Custodian in the amount of checks
received in payment for Shares of such Portfolio which
are deposited into the Portfolio's account.
2.6 COLLECTION OF INCOME. Subject to the provisions of
Section 2.3, the Custodian shall collect on a timely
basis all income and other payments with respect to
registered domestic securities held hereunder to which
each Portfolio shall be entitled either by law or
pursuant to custom in the securities business, and shall
collect on a timely basis all income and other payments
with respect to bearer domestic securities if, on the
date of payment by the issuer, such securities are held
by the Custodian or its agent thereof and shall credit
such income, as collected, to such Portfolio's custodian
account. Without limiting the generality of the
foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring
presentation as and when they become due and shall
collect interest when due on securities held hereunder.
Income due each Portfolio on securities loaned pursuant
to the provisions of Section 2.2 (10) shall be the
responsibility of the Fund. The Custodian will have no
duty or responsibility in connection therewith, other
than to provide the Fund with such information or data as
may be necessary to assist the Fund in arranging for the
timely delivery to the Custodian of the income to which
the Portfolio is properly entitled.
2.7 PAYMENT OF FUND MONEYS. Upon receipt of Proper
Instructions from the Fund on behalf of the applicable
Portfolio, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall
pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities,
options, futures contracts or options on
futures contracts for the account of the
Portfolio but only (a) against the delivery
of such securities or evidence of title to
such options, futures contracts or options on
futures contracts to the Custodian (or any
bank, banking firm or trust company doing
business in the United States or abroad which
is qualified under the Investment Company Act
of 1940, as amended, to act as a custodian
and has been designated by the Custodian as
its agent for this purpose) registered in the
name of the Portfolio or in the name of a
nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase
effected through a Securities System, in
accordance with the conditions set forth in
Section 2.10 hereof; (c) in the case of a
purchase involving the Direct Paper System,
in accordance with the conditions set forth
in Section 2.10A; (d) in the case of
repurchase agreements entered into between
the Fund on behalf of the Portfolio and the
Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i)
against delivery of the securities either in
certificate form or through an entry
crediting the Custodian's account at the
Federal Reserve Bank with such securities or
(ii) against delivery of the receipt
evidencing purchase by the Portfolio of
securities owned by the Custodian along with
written evidence of the agreement by the
Custodian to repurchase such securities from
the Portfolio or (e) for transfer to a time
deposit account of the Fund in any bank,
whether domestic or foreign; such transfer
may be effected prior to receipt of a
confirmation from a broker and/or the
applicable bank pursuant to Proper
Instructions from the Fund as defined in
Article 5;
2) In connection with conversion, exchange or
surrender of securities owned by the
Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares
issued by the Portfolio as set forth in
Article 4 hereof;
4) For the payment of any expense or liability
incurred by the Portfolio, including but not
limited to the following payments for the
account of the Portfolio: interest, taxes,
management, accounting, transfer agent and
legal fees, and operating expenses of the
Fund whether or not such expenses are to be
in whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends on Shares of
the Portfolio declared pursuant to the
governing documents of the Fund;
6) For payment of the amount of dividends
received in respect of securities sold short;
7) For any other proper purpose, but only upon
receipt of, in addition to Proper
Instructions from the Fund on behalf of the
Portfolio, a certified copy of a resolution
of the Board of Directors or of the Executive
Committee of the Fund signed by an officer of
the Fund and certified by its Secretary or an
Assistant Secretary, specifying the amount of
such payment, setting forth the purpose for
which such payment is to be made, declaring
such purpose to be a proper purpose, and
naming the person or persons to whom such
payment is to be made.
2.8 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES
PURCHASED. Except as specifically stated otherwise in
this Contract, in any and every case where payment for
purchase of domestic securities for the account of a
Portfolio is made by the Custodian in advance of receipt
of the securities purchased in the absence of specific
written instructions from the Fund on behalf of such
Portfolio to so pay in advance, the Custodian shall be
absolutely liable to the Fund for such securities to the
same extent as if the securities had been received by the
Custodian.
2.9 APPOINTMENT OF AGENTS. The Custodian may at any time or
times in its discretion appoint (and may at any time
remove) any other bank or trust company which is itself
qualified under the Investment Company Act of 1940, as
amended, to act as a custodian, as its agent to carry out
such of the provisions of this Article 2 as the Custodian
may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian
of its responsibilities or liabilities hereunder.
2.10 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities owned by
a Portfolio in a clearing agency registered with the
Securities and Exchange Commission under Section 17A of
the Securities Exchange Act of 1934, which acts as a
securities depository, or in the book-entry system
authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein
as "Securities System" in accordance with applicable
Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to
the following provisions:
1) The Custodian may keep securities of the
Portfolio in a Securities System provided
that such securities are represented in an
account ("Account") of the Custodian in the
Securities System which shall not include any
assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise
for customers;
2) The records of the Custodian with respect to
securities of the Portfolio which are
maintained in a Securities System shall
identify by book-entry those securities
belonging to the Portfolio;
3) The Custodian shall pay for securities
purchased for the account of the Portfolio
upon (i) receipt of advice from the
Securities System that such securities have
been transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such payment and
transfer for the account of the Portfolio.
The Custodian shall transfer securities sold
for the account of the Portfolio upon (i)
receipt of advice from the Securities System
that payment for such securities has been
transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such transfer and
payment for the account of the Portfolio.
Copies of all advices from the Securities
System of transfers of securities for the
account of the Portfolio shall identify the
Portfolio, be maintained for the Portfolio by
the Custodian and be provided to the Fund at
its request. Upon request, the Custodian
shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or
from the account of the Portfolio in the form
of a written advice or notice and shall
furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets
reflecting each day's transactions in the
Securities System for the account of the
Portfolio.
4) The Custodian shall provide the Fund for the
Portfolio with any report obtained by the
Custodian on the Securities System's
accounting system, internal accounting
control and procedures for safeguarding
securities deposited in the Securities System;
5) The Custodian shall have received from the
Fund on behalf of the Portfolio the initial
or annual certificate, as the case may be,
required by Article 14 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be
liable to the Fund for the benefit of the
Portfolio for any loss or damage to the
Portfolio resulting from use of the
Securities System by reason of any
negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of
its or their employees or from failure of the
Custodian or any such agent to enforce
effectively such rights as it may have
against the Securities System; at the
election of the Fund, it shall be entitled to
be subrogated to the rights of the Custodian
with respect to any claim against the
Securities System or any other person which
the Custodian may have as a consequence of
any such loss or damage if and to the extent
that the Portfolio has not been made whole
for any such loss or damage.
2.10A FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM.
The Custodian may deposit and/or maintain securities
owned by a Portfolio in the Direct Paper System of the
Custodian subject to the following provisions:
1) No transaction relating to securities in the
Direct Paper System will be effected in the
absence of Proper Instructions from the Fund
on behalf of the Portfolio;
2) The Custodian may keep securities of the
Portfolio in the Direct Paper System only if
such securities are represented in an account
("Account") of the Custodian in the Direct
Paper System which shall not include any
assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with respect to
securities of the Portfolio which are
maintained in the Direct Paper System shall
identify by book-entry those securities
belonging to the Portfolio;
4) The Custodian shall pay for securities
purchased for the account of the Portfolio
upon the making of an entry on the records of
the Custodian to reflect such payment and
transfer of securities to the account of the
Portfolio. The Custodian shall transfer
securities sold for the account of the
Portfolio upon the making of an entry on the
records of the Custodian to reflect such
transfer and receipt of payment for the
account of the Portfolio;
5) The Custodian shall furnish the Fund on
behalf of the Portfolio confirmation of each
transfer to or from the account of the
Portfolio, in the form of a written advice or
notice, of Direct Paper on the next business
day following such transfer and shall furnish
to the Fund on behalf of the Portfolio copies
of daily transaction sheets reflecting each
day's transaction in the Securities System
for the account of the Portfolio;
6) The Custodian shall provide the Fund on
behalf of the Portfolio with any report on
its system of internal accounting control as
the Fund may reasonably request from time to
time.
2.11 SEGREGATED ACCOUNT. The Custodian shall upon receipt of
Proper Instructions from the Fund on behalf of each
applicable Portfolio establish and maintain a segregated
account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities
maintained in an account by the Custodian pursuant to
Section 2.10 hereof, (i) in accordance with the
provisions of any agreement among the Fund on behalf of
the Portfolio, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the
NASD (or any futures commission merchant registered under
the Commodity Exchange Act), relating to compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity
Futures Trading Commission or any registered contract
market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Portfolio, (ii) for purposes of
segregating cash or government securities in connection
with options purchased, sold or written by the Portfolio
or commodity futures contracts or options thereon
purchased or sold by the Portfolio, (iii) for the
purposes of compliance by the Portfolio with the
procedures required by Investment Company Act Release No.
10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered
investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon
receipt of, in addition to Proper Instructions from the
Fund on behalf of the applicable Portfolio, a certified
copy of a resolution of the Board of Directors or of the
Executive Committee signed by an officer of the Fund and
certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper
corporate purposes.
2.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian
shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by
it and in connection with transfers of securities.
2.13 PROXIES. The Custodian shall, with respect to the
domestic securities held hereunder, cause to be promptly
executed by the registered holder of such securities, if
the securities are registered otherwise than in the name
of the Portfolio or a nominee of the Portfolio, all
proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to
the Portfolio such proxies, all proxy soliciting
materials and all notices relating to such securities.
2.14 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES.
Subject to the provisions of Section 2.3, the Custodian
shall transmit promptly to the Fund for each Portfolio
all written information (including, without limitation,
pendency of calls and maturities of domestic securities
and expirations of rights in connection therewith and
notices of exercise of call and put options written by
the Fund on behalf of the Portfolio and the maturity of
futures contracts purchased or sold by the Portfolio)
received by the Custodian from issuers of the securities
being held for the Portfolio. With respect to tender or
exchange offers, the Custodian shall transmit promptly to
the Portfolio all written information received by the
Custodian from issuers of the securities whose tender or
exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Portfolio
desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the
Portfolio shall notify the Custodian at least three
business days prior to the date on which the Custodian is
to take such action.
3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
OUTSIDE OF THE UNITED STATES.
3.1 APPOINTMENT OF FOREIGN SUB-CUSTODIANS.
The Fund hereby authorizes and instructs the Custodian to
employ as sub-custodians for the Portfolio's securities
and other assets maintained outside the United States the
foreign banking institutions and foreign securities
depositories designated on Schedule A hereto ("foreign
sub-custodians"). Upon receipt of "Proper Instructions",
as defined in Section 5 of this Contract, together with a
certified resolution of the Fund's Board of Directors,
the Custodian and the Fund may agree to amend Schedule A
hereto from time to time to designate additional foreign
banking institutions and foreign securities depositories
to act as sub-custodian. Upon receipt of Proper
Instructions, the Fund may instruct the Custodian to
cease the employment of any one or more such
sub-custodians for maintaining custody of the Portfolio's
assets.
3.2 ASSETS TO BE HELD. The Custodian shall limit the
securities and other assets maintained in the custody of
the foreign sub-custodians to: (a) "foreign securities",
as defined in paragraph (c)(l) of Rule 17f-5 under the
Investment Company Act of 1940, and (b) cash and cash
equivalents in such amounts as the Custodian or the Fund
may determine to be reasonably necessary to effect the
Portfolio's foreign securities transactions.
3.3 FOREIGN SECURITIES DEPOSITORIES. Except as may otherwise
be agreed upon in writing by the Custodian and the Fund,
assets of the Portfolios shall be maintained in foreign
securities depositories only through arrangements
implemented by the foreign banking institutions serving
as sub-custodians pursuant to the terms hereof. Where
possible, such arrangements shall include entry into
agreements containing the provisions set forth in Section
3.5 hereof.
3.4 SEGREGATION OF SECURITIES. The Custodian shall identify
on its books as belonging to each applicable Portfolio of
the Fund, the foreign securities of such Portfolios held
by each foreign sub-custodian. Each agreement pursuant
to which the Custodian employs a foreign banking
institution shall require that such institution establish
a custody account for the Custodian on behalf of the Fund
for each applicable Portfolio of the Fund and physically
segregate in each account, securities and other assets of
the Portfolios, and, in the event that such institution
deposits the securities of one or more of the Portfolios
in a foreign securities depository, that it shall
identify on its books as belonging to the Custodian, as
agent for each applicable Portfolio, the securities so
deposited.
3.5 AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS. Each
agreement with a foreign banking institution shall be
substantially in the form set forth in Exhibit 1 hereto
and shall provide that: (a) the assets of each Portfolio
will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the
foreign banking institution or its creditors or agent,
except a claim of payment for their safe custody or
administration; (b) beneficial ownership for the assets
of each Portfolio will be freely transferable without the
payment of money or value other than for custody or
administration; (c) adequate records will be maintained
identifying the assets as belonging to each applicable
Portfolio; (d) officers of or auditors employed by, or
other representatives of the Custodian, including to the
extent permitted under applicable law the independent
public accountants for the Fund, will be given access to
the books and records of the foreign banking institution
relating to its actions under its agreement with the
Custodian; and (e) assets of the Portfolios held by the
foreign sub-custodian will be subject only to the
instructions of the Custodian or its agents.
3.6 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon
request of the Fund, the Custodian will use its best
efforts to arrange for the independent accountants of the
Fund to be afforded access to the books and records of
any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to
the performance of such foreign banking institution under
its agreement with the Custodian.
3.7 REPORTS BY CUSTODIAN. The Custodian will supply to the
Fund from time to time, as mutually agreed upon,
statements in respect of the securities and other assets
of the Portfolio(s) held by foreign sub-custodians,
including but not limited to an identification of
entities having possession of the Portfolio(s) securities
and other assets and advice or notifications of any
transfers of securities to or from each custodial account
maintained by a foreign banking institution for the
Custodian on behalf of each applicable Portfolio
indicating, as to securities acquired for a Portfolio,
the identity of the entity having physical possession of
such securities.
3.8 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
(a) Except as otherwise provided in paragraph (b) of this
Section 3.8, the provision of Sections 2.2 and 2.7 of
this Contract shall apply, MUTATIS MUTANDIS to the
foreign securities of the Fund held outside the United
States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to the
contrary, settlement and payment for securities received
for the account of each applicable Portfolio and delivery
of securities maintained for the account of each
applicable Portfolio may be effected in accordance with
the customary established securities trading or
securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs,
including, without limitation, delivering securities to
the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) against a receipt
with the expectation of receiving later payment for such
securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such
entity's nominee to the same extent as set forth in
Section 2.3 of this Contract, and the Fund agrees to hold
any such nominee harmless from any liability as a holder
of record of such securities.
3.9 LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement
pursuant to which the Custodian employs a foreign banking
institution as a foreign sub-custodian shall require the
institution to exercise reasonable care in the
performance of its duties and to indemnify, and hold
harmless, the Custodian and each Fund from and against
any loss, damage, cost, expense, liability or claim
arising out of or in connection with the institution's
performance of such obligations. At the election of the
Fund, it shall be entitled to be subrogated to the rights
of the Custodian with respect to any claims against a
foreign banking institution as a consequence of any such
loss, damage, cost, expense, liability or claim if and to
the extent that the Fund has not been made whole for any
such loss, damage, cost, expense, liability or claim.
3.10 LIABILITY OF CUSTODIAN. The Custodian shall be liable
for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect
to sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the
custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank as
contemplated by paragraph 3.13 hereof, the Custodian
shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization,
expropriation, currency restrictions, or acts of war or
terrorism or any loss where the sub-custodian has
otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of this paragraph 3.10, in
delegating custody duties to State Street London Ltd.,
the Custodian shall not be relieved of any responsibility
to the Fund for any loss due to such delegation, except
such loss as may result from (a) political risk
(including, but not limited to, exchange control
restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed
hostilities) or (b) other losses (excluding a bankruptcy
or insolvency of State Street London Ltd. not caused by
political risk) due to Acts of God, nuclear incident or
other losses under circumstances where the Custodian and
State Street London Ltd. have exercised reasonable care.
3.11 REIMBURSEMENT FOR ADVANCES. If the Fund requires the
Custodian to advance cash or securities for any purpose
for the benefit of a Portfolio including the purchase or
sale of foreign exchange or of contracts for foreign
exchange, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except
such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct,
any property at any time held for the account of the
applicable Portfolio shall be security therefor and
should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and
to dispose of such Portfolios assets to the extent
necessary to obtain reimbursement.
3.12 MONITORING RESPONSIBILITIES. The Custodian shall furnish
annually to the Fund, during the month of June,
information concerning the foreign sub-custodians
employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund
in connection with the initial approval of this
Contract. In addition, the Custodian will promptly
inform the Fund in the event that the Custodian learns of
a material adverse change in the financial condition of a
foreign sub-custodian or any material loss of the assets
of the Fund or in the case of any foreign sub-custodian
not the subject of an exemptive order from the Securities
and Exchange Commission is notified by such foreign
sub-custodian that there appears to be a substantial
likelihood that its shareholders' equity will decline
below $200 million (U.S. dollars or the equivalent
thereof) or that its shareholders' equity has declined
below $200 million (in each case computed in accordance
with generally accepted U.S. accounting principles).
3.13 BRANCHES OF U.S. BANKS.
(a) Except as otherwise set forth in this Contract, the
provisions hereof shall not apply where the custody of
the Portfolios assets are maintained in a foreign branch
of a banking institution which is a "bank" as defined by
Section 2(a)(5) of the Investment Company Act of 1940
meeting the qualification set forth in Section 26(a) of
said Act. The appointment of any such branch as a
sub-custodian shall be governed by paragraph 1 of this
Contract.
(b) Cash held for each Portfolio of the Fund in the
United Kingdom shall be maintained in an interest bearing
account established for the Fund with the Custodian's
London branch, which account shall be subject to the
direction of the Custodian, State Street London Ltd. or
both.
3.14 TAX LAW.
The Custodian shall have no responsibility or liability
for any obligations now or hereafter imposed on the Fund
or the Custodian as custodian of the Fund by the tax law
of the United States of America or any state or political
subdivision thereof. It shall be the responsibility of
the Fund to notify the Custodian of the obligations
imposed on the Fund or the Custodian as custodian of the
Fund by the tax law of jurisdictions other than those
mentioned in the above sentence, including responsibility
for withholding and other taxes, assessments or other
governmental charges, certifications and governmental
reporting. The sole responsibility of the Custodian 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 jurisdictions
for which the Fund has provided such information.
4. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES OF THE
FUND.
The Custodian shall receive from the distributor for the Shares or
from the Transfer Agent of the Fund and deposit into the account of the
appropriate Portfolio such payments as are
received for Shares of that Portfolio issued or sold from time to time by the
Fund. The Custodian will provide timely notification to the Fund on behalf of
each such Portfolio and the Transfer Agent of any receipt by it of payments
for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to
the limitations of the Articles of Incorporation and any applicable votes of
the Board of Directors of the Fund pursuant thereto, the Custodian shall,
upon receipt of instructions from the Transfer Agent, make funds available
for payment to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares of a Portfolio, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire funds
to or through a commercial bank designated by the redeeming shareholders. In
connection with the redemption or repurchase of Shares of the Fund, the
Custodian shall honor checks drawn on the Custodian by a holder of Shares,
which checks have been furnished by the Fund to the holder of Shares, when
presented to the Custodian in accordance with such procedures and controls as
are mutually agreed upon from time to time between the Fund and the Custodian.
5. PROPER INSTRUCTIONS.
Proper Instructions as used throughout this Contract means a writing
signed or initialed by one or more person or persons as the Board of
Directors shall have from time to time
authorized. Each such writing shall set forth the specific transaction or
type of transaction involved, including a specific statement of the purpose
for which such action is requested. Oral instructions will be considered
Proper Instructions if the Custodian reasonably believes them to have been
given by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the Board of Directors of the
Fund accompanied by a detailed description of procedures approved by the
Board of Directors, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
Board of Directors and the Custodian are satisfied that such procedures
afford adequate safeguards for the Portfolios' assets. For purposes of this
Section, Proper Instructions shall include instructions received by the
Custodian pursuant to any three - party agreement which requires a segregated
asset account in accordance with Section 2.11.
6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.
The Custodian may in its discretion, without express authority from
the Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this Contract,
provided that all such
payments shall be accounted for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other dealings
with the securities and property of the Portfolio except as otherwise
directed by the Board of Directors of the Fund.
7. EVIDENCE OF AUTHORITY.
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed
by it to be genuine and to have been properly executed by or on behalf of the
Fund. The Custodian may receive and accept a certified copy of a vote of the
Board of Directors of the Fund as conclusive evidence (a) of the authority of
any person to act in accordance with such vote or (b) of any determination or
of any action by the Board of Directors pursuant to the Articles of
Incorporation as described in such vote, and such vote may be considered as
in full force and effect until receipt by the Custodian of written notice to
the contrary.
8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF
NET ASSET VALUE AND NET INCOME.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of Directors of
the Fund to keep the books of account of each Portfolio and/or compute the
net asset value per share of the outstanding shares of each Portfolio or, if
directed in writing to do so by the Fund on behalf of the Portfolio, shall
itself keep such books of account and/or compute such net asset value per
share. If so directed, the Custodian shall also calculate daily the net
income of the Portfolio as described in the Fund's currently effective
prospectus related to such Portfolio and shall advise the Fund and the
Transfer Agent daily of the total amounts of such net income and, if
instructed in writing by an officer of the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net income among its
various components. The calculations of the net asset value per share and the
daily income of each Portfolio shall be made at the time or times described
from time to time in the Fund's currently effective prospectus related to
such Portfolio.
9. RECORDS.
The Custodian shall with respect to each Portfolio create and
maintain all records relating to its activities and obligations under this
Contract in such manner as will meet the obligations of the Fund under the
Investment Company Act of 1940, with particular attention to Section 31
thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the
property of the Fund and shall at all times during the regular business hours
of the Custodian be open for inspection by duly authorized
officers, employees or agents of the Fund and employees and agents of the
Securities and Exchange Commission. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities owned by each
Portfolio and held by the Custodian and shall, when requested to do so by the
Fund and for such compensation as shall be agreed upon between the Fund and
the Custodian, include certificate numbers in such tabulations.
10. OPINION OF FUND'S INDEPENDENT ACCOUNTANT.
The Custodian shall take all reasonable action, as the Fund on
behalf of each applicable Portfolio may from time to time request, to obtain
from year to year favorable opinions from the Fund's independent accountants
with respect to its activities hereunder in connection with the preparation
of the Fund's Form N-1A, and Form N-SAR or other annual reports to the
Securities and Exchange Commission and with respect to any other requirements
of such Commission.
11. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS.
The Custodian shall provide the Fund, on behalf of each of the
Portfolios at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or
maintained in a Securities System, relating to the services provided by the
Custodian under this Contract; such reports, shall be of
sufficient scope and in sufficient detail, as may reasonably be required by
the Fund to provide reasonable assurance that any material inadequacies would
be disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
12. COMPENSATION OF CUSTODIAN.
12.1 The Custodian shall be entitled to reasonable
compensation for its services and expenses as Custodian.
Specific fees and charges are contained in the Fee
Schedule attached hereto.
12.2 The fees and charges stated in the Fee Schedule shall be
fixed for a period of five years from the date of this
Agreement. Thereafter the fees and charges shall be
renegotiated each year, but will not exceed the previous
year's fees and charges adjusted for increases in the
Consumer Price Index of the previous year in the Greater
Boston Area as published by the Federal Reserve Bank of
Boston, or such other index as the parties may agree.
12.3 In no event shall State Street charge fees and charges
stated herein that exceeds the fees and charges charged
other mutual funds that have the same or less amount of
Fund Net Assets maintained by State Street. In no event
shall this provision allow the Fund to review the fees
and charges of State Street's other customers or the
books and records of Xxxxx Xxxxxx.
00.0 Xxxxx Xxxxxx shall dedicate a full time project manager
for the process of the conversion of the Funds and shall
waive all costs associated with the conversion of the
Funds to State Street.
12.5 The fees and charges shall be subject to a performance
standard as set out in the Performance Standard Schedule
attached hereto.
13. RESPONSIBILITY OF CUSTODIAN.
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto received
by it or delivered by it pursuant to this Contract and shall be held harmless
in acting upon any notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed by the proper party
or parties, including any futures commission merchant acting pursuant to the
terms of a three-party futures or options agreement. The Custodian shall be
held to the exercise of reasonable care in carrying out the provisions of
this Contract, but shall be kept indemnified by and shall be without
liability to the Fund for any action taken or omitted by it in good faith
without negligence. It shall be entitled to rely on and may act upon advice
of counsel (who may be counsel for the Fund) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant to such
advice.
The Custodian shall be liable for the acts or omissions
of a foreign banking institution appointed pursuant to the provisions of
Article 3 to the same extent as set forth in Article 1 hereof with respect to
sub-custodians located in the United States (except as specifically provided
in Article 3.10) and, regardless of whether assets are maintained in the
custody of a foreign banking institution, a foreign securities depository or
a branch of a U.S. bank as contemplated by paragraph 3.13 hereof, the
Custodian shall not be liable for any loss, damage, cost, expense, liability
or claim resulting from, or caused by, the direction of or authorization by
the Fund to maintain custody of any securities or cash of the Fund in a
foreign country including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, or acts of war or
terrorism.
If the Fund on behalf of a Portfolio requires the Custodian to take
any action with respect to securities, which action involves the payment of
money or which action may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Fund or the Portfolio being liable
for the payment of money or incurring liability of some other form, the Fund
on behalf of the Portfolio, as a prerequisite to requiring the Custodian to
take such action, shall provide indemnity to the Custodian in an amount and
form satisfactory to it.
If the Fund requires the Custodian, its affiliates,
subsidiaries or agents, to advance cash or securities for any
purpose (including but not limited to securities settlements,
foreign exchange contracts and assumed settlement) for the benefit of a
Portfolio including the purchase or sale of foreign exchange or of contracts
for foreign exchange or in the event that the Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract, except such
as may arise from its or its nominee's own negligent action, negligent
failure to act or willful misconduct, any property at any time held for the
account of the applicable Portfolio shall be security therefor and should the
Fund fail to repay the Custodian promptly, the Custodian shall be entitled to
utilize available cash and to dispose of such Portfolio's assets to the
extent necessary to obtain reimbursement.
14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided,
may be amended at any time by mutual agreement of the parties hereto and may
be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take effect
not sooner than one hundred twenty (120) days after the date of such delivery
or mailing by the Custodian and sixty (60) days after the date of such
delivery or mailing by the Fund; PROVIDED, however that the Custodian shall
not with respect to a Portfolio act under Section 2.10 hereof in the absence
of receipt of an
initial certificate of the Secretary or an Assistant Secretary that the Board
of Directors of the Fund has approved the initial use of a particular
Securities System by such Portfolio and the receipt of an annual certificate
of the Secretary or an Assistant Secretary that the Board of Directors has
reviewed the use by such Portfolio of such Securities System, as required in
each case by Rule 17f-4 under the Investment Company Act of 1940, as amended
and that the Custodian shall not with respect to a Portfolio act under
Section 2.10A hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board of Directors has
approved the initial use of the Direct Paper System by such Portfolio and the
receipt of an annual certificate of the Secretary or an Assistant Secretary
that the Board of Directors has reviewed the use by such Portfolio of the
Direct Paper System; provided further, however, that the Fund shall not amend
or terminate this Contract in contravention of any applicable federal or
state regulations, or any provision of the Articles of Incorporation, and
further provided, that the Fund on behalf of one or more of the Portfolios
may at any time by action of its Board of Directors (i) substitute another
bank or trust company for the Custodian by giving notice as described above
to the Custodian, or (ii) immediately terminate this Contract in the event of
the appointment of a conservator or receiver for the Custodian by the
Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each
applicable Portfolio shall pay to the Custodian such compensation as may be
due as of the date of such termination and shall likewise reimburse the
Custodian for its costs, expenses and disbursements.
15. SUCCESSOR CUSTODIAN.
If a successor custodian for the Fund, of one or more of the
Portfolios shall be appointed by the Board of Directors of the Fund, the
Custodian shall, upon termination, deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form for transfer, all
securities of each applicable Portfolio then held by it hereunder and shall
transfer to an account of the successor custodian all of the securities of
each such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Board of Directors of the Fund, deliver at the office of the Custodian and
transfer such securities, funds and other properties in accordance with such
vote.
In the event that no written order designating a successor custodian
or certified copy of a vote of the Board of Directors shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a
bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and
other properties held by the Custodian on behalf of each applicable Portfolio
and all instruments held by the Custodian relative thereto and all other
property held by it under this Contract on behalf of each applicable
Portfolio and to transfer to an account of such successor custodian all of
the securities of each such Portfolio held in any Securities System.
Thereafter, such bank or trust company shall be the successor of the
Custodian under this Contract.
In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or
of the Board of Directors to appoint a successor custodian, the Custodian
shall be entitled to fair compensation for its services during such period as
the Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
16. INTERPRETIVE AND ADDITIONAL PROVISIONS.
In connection with the operation of this Contract, the Custodian and
the Fund on behalf of each of the Portfolios, may
from time to time agree on such provisions interpretive of or in addition to
the provisions of this Contract as may in their joint opinion be consistent
with the general tenor of this Contract. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of
the Articles of Incorporation of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be
an amendment of this Contract.
17. ADDITIONAL FUNDS.
In the event that the Fund establishes one or more series of Shares
in addition to the Government Securities Account, Growth Account, Income
Account, Liquid Account and Total Return Account with respect to which it
desires to have the Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and if the Custodian
agrees in writing to provide such services, such series of Shares shall
become a Portfolio hereunder.
18. MASSACHUSETTS LAW TO APPLY.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
19. PRIOR CONTRACTS.
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Fund on behalf of each of the Portfolios and the
Custodian relating to the custody of the Fund's assets.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized representative
and its seal to be hereunder affixed as of the 28th day of January, 1993.
ATTEST CONNECTICUT MUTUAL INVESTMENT
ACCOUNTS, INC.
_________________________ By___________________________
ATTEST STATE STREET BANK AND TRUST COMPANY
_________________________ By____________________________
Assistant Secretary Executive Vice President
SCHEDULE A
The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Directors of Connecticut
Mutual Investment Accounts, Inc. for use as sub-custodians for the Fund's
securities and other assets:
COUNTRY BANK
Australia Australia and New Zealand Banking Group Limited
Austria Girozentrale und Bank de oesterreichischen
Sparkhassen AG
Belgium Banque Bruxelles Xxxxxxx
Canada Canada Trust Company
Denmark Den Danske Bank
Finland Kansallis-Osake-Pankki
France Credit Commercial De France
Germany Berliner Handels-und Frankfurter Bank
Hong Kong Standard Chartered Bank
Italy Credito Italiano
Japan Sumitomo Trust & Banking Co., Ltd.
Netherlands Bank Mees S( Hope N.V.
New Zealand Westpac Banking Corporation
Norway Christiania Bank OG Kreditkasse
Singapore The Development Bank of Singapore Ltd.
Spain Banco Hispano Americano
Sweden Skandinaviska Enskilda Banken
Switzerland Union Bank of Switzerland
United Kingdom State Street London Limited
Certified:
_____________________________
Fund's Authorized Officer
Date:________________________
Exhibit 1
SUBCUSTODIAN AGREEMENT
AGREEMENT made this__________________________; between
State Street Bank and Trust Company, A Massachusetts Trust
Company (hereinafter referred to as the "Custodian"), having
its principal place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, XX, and ______________________________(hereinafter
referred to as the "Subcustodian"), a bank organized under
the laws of ________________________________ and having its
registered office at ______________________________________
____________________________________________________________.
WHEREAS, Custodian has been appointed to act as
Trustee, Custodian or Subcustodian of securities and monies
on behalf of certain of its customers including, without
limitation, collective investment undertakings, investment
companies subject to the U.S. Investment Company Act of
1940, as amended, and employee benefit plans subject to the
U.S. Employee Retirement Income Security Act of 1974, as
amended;
WHEREAS, Custodian wishes to establish Accounts (the
"Accounts") with the Subcustodian to hold and maintain
certain property for which Custodian is responsible as
custodian; and
WHEREAS, Subcustodian agrees to establish the Accounts
and to hold and maintain all Property in the Accounts in
accordance with the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the mutual covenants
and agreements hereinafter contained, the Custodian and the
Subcustodian agree as follows:
I. THE ACCOUNT
A. ESTABLISHMENT OF THE ACCOUNT
Custodian hereby requests that Subcustodian establish
for each client of the Custodian an Account which shall be
composed of:
1. A Custody Account for any and all Securities
(as hereinafter defined) from time to time received by
Subcustodian therefor, and
2. A Deposit Account for any and all Cash (as
hereinafter defined) from time to time received by
Subcustodian therefor.
B. USE OF THE ACCOUNT
The Account shall be used exclusively to hold, acquire,
transfer or otherwise care for, on behalf of Custodian as
custodian and the customers of Custodian and not for
Custodian's own interest, Securities, and such Cash or cash
equivalents as are transferred to Subcustodian or as are
received in payment of any transfer of, or as payment on, or
interest on, or dividend from, any such Securities (herein
collectively called "Cash").
C. TRANSFER OF PROPERTY IN THE ACCOUNT
Beneficial ownership of the Securities and Cash in the
Account shall be freely transferable without payment of
money or value other than for safe custody and
administration.
D. OWNERSHIP AND SEGREGATION OF PROPERTY IN ACCOUNT
The ownership of the property in the Account, whether
Securities, Cash or both, and whether any such property is
held by Subcustodian in an Eligible Depository, shall be
clearly recorded on Subcustodian's books as belonging to
Custodian on behalf of Custodian's customers, and not for
Custodian's own interest and, to the extent that Securities
are physically held in the Account, such Securities shall
also be physically segregated from the general assets of
Subcustodian, the assets of Custodian in its individual
capacity and the assets of Subcustodian other customers.
In addition, Subcustodian shall maintain such other records
as may be necessary to identify the property hereunder as
belonging to each Account.
E. REGISTRATION OF SECURITIES IN THE ACCOUNT
Securities which are eligible for deposit in a
depository as provided for in Paragraph III may be
maintained with the depository in an account for
Subcustodian's customers. Securities which are not held in
a depository and that are ordinarily held in registered form
will be registered in the name of the Sub-custodian or in
the name of Sub-custodian's nominee, unless alternate
Instructions are furnished by Custodian.
II. SERVICES TO BE PROVIDED BY THE SUBCUSTODIAN
The Services Subcustodian will provide to Custodian and
the manner in which such services will be performed will be
as set forth below in this Agreement.
A. SERVICES PERFORMED PURSUANT TO INSTRUCTIONS
All transactions involving the Securities and Cash in
the Account shall be executed solely in accordance with
Custodian's Instructions as that term is defined in
Paragraph IV hereof, except those described in Paragraph B
below.
B. SERVICES TO BE PERFORMED WITHOUT INSTRUCTIONS
Subcustodian will, unless it receives Instructions from
Custodian to the contrary:
1. COLLECT CASH
Promptly collect and receive all dividends, income,
principal, proceeds from transfer and other payments with
respect to property held in the Account, and present for
payment all Securities held in the Account which are called,
redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon
presentation, and credit Cash receipts therefrom to the
Deposit Account.
2. EXCHANGE SECURITIES
Promptly exchange Securities where the exchange is
purely ministerial including, without limitation, the
exchange of temporary Securities for those in definitive
form and the exchange of warrants, or other documents of
entitlement to Securities, for the Securities themselves.
3. SALE OF RIGHTS AND FRACTIONAL INTERESTS
Whenever notification of a rights entitlement or a
fractional interest resulting from a rights issue, stock
dividend or stock split is received for the Account and such
rights entitlement or fractional interest bears an
expiration date, Subcustodian will promptly endeavor to
obtain Custodian's Instructions, but should these not be
received in time for Subcustodian to take timely action,
Subcustodian is authorized to sell such rights entitlement
or fractional interest and to credit the Account.
4. EXECUTE CERTIFICATES
Execute in Custodian's name for the Account, whenever
Subcustodian deems it appropriate, such ownership and other
certificates as may be required to obtain the payment of
income from the Securities held in the Account.
5. PAY TAXES AND RECEIVE REFUNDS
To pay or cause to be paid from the Account any and all
taxes and levies in the nature of taxes imposed on the
property in the Account by any governmental authority, and
to take all steps necessary to obtain all tax exemptions,
privileges or other benefits, including reclaiming and
recovering any withholding tax, relating to the Account and
to execute any declarations, affidavits, or certificates of
ownership which may be necessary in connection therewith.
6. PREVENT LOSSES
Take such steps as may be reasonably necessary to
secure, or otherwise prevent the loss of, entitlements
attached to or otherwise relating to property held in the
Account.
C. ADDITIONAL SERVICES
1. TRANSMISSION OF NOTICES OF CORPORATE ACTION
By such means as will permit Custodian to take timely
action with respect thereto, Subcustodian will promptly
notify Custodian upon receiving notices or reports, or
otherwise becoming aware, of corporate actions affecting
Securities held in the Account (including, but not limited
to, calls for redemption, mergers, consolidations,
reorganizations, recapitalizations, tender offers, rights
offerings, exchanges, subscriptions and other offerings) and
dividend, interest and other income payments relating to
such Securities.
2. COMMUNICATIONS REGARDING THE EXERCISE
OF ENTITLEMENTS
Upon request by Custodian, Subcustodian will promptly
deliver, or cause any Eligible Depository authorized and
acting hereunder to deliver, to Custodian all notices,
proxies, proxy soliciting materials and other communications
that call for voting or the exercise of rights or other
specific action (including material relative to legal
proceedings intended to be transmitted to security holders)
relating to Securities held in the Account to the extent
received by Subcustodian or said Eligible Depository, such
proxies or any voting instruments to be executed by the
registered holder of the Securities, but without indicating
the manner in which such Securities are to be voted.
3. MONITOR FINANCIAL SERVICE
In furtherance of its obligations under this
Agreement, Subcustodian will monitor a leading financial
service with respect to announcements and other information
respecting property held in the Account, including
announcements and other information with respect to
corporate actions and dividend, interest and other income
payments.
III. USE OF SECURITIES DEPOSITORY
Subcustodian may, with the prior written approval of
custodian, maintain all or any part of the Securities in the
Account with a securities depository or clearing agency
which is incorporated or organized under the laws of a
country other than the United States of America and is
supervised or regulated by a government agency or regulatory
authority in the foreign jurisdiction having authority over
such depositories or agencies, and which operates (a) the
central system for handling of designated securities or
equivalent book entries in_______________________________
or (b) a transnational system for the central handling
securities or equivalent book entries (herein called
"Eligible Depository"), provided however, that, while so
maintained, such Securities shall be subject only to the
directions of Subcustodian, and that Subcustodian duties,
obligations and responsibilities with regard to such
Securities shall be the same as if such Securities were held
by Subcustodian on its premises.
IV. CLAIMS AGAINST PROPERTY IN THE ACCOUNT
The property in the account shall not be subject to any
right, charge, security interest, lien or claim of any kind
(collectively "Charges") in favor of Subcustodian or any
Eligible Depository or any creditor of Subcustodian or of
any Eligible Depository except a claim for payment by
Subcustodian for such property's safe custody or
administration in accordance with the terms of this
Agreement. Subcustodian will immediately notify Custodian
of any attempt by any party to assert any Charge against the
property held in the Account and shall take all lawful
actions to protect such property from such Charges until
Custodian has had reasonable time to respond to such notice.
V. SUBCUSTODIAN'S WARRANTY
SUBCUSTODIAN REPRESENTS AND WARRANTS THAT:
(A) It is a branch of a "qualified U.S. bank" or it is
an "eligible foreign custodian" as those terms are defined
in Rule 17f-5 of the Investment Company Act of 1940, a copy
of which is attached hereto as Attachment A (the "Rule"),
and Subcustodian shall immediately notify Custodian, in
writing or by other authorized means, in the event that
there appears to be a substantial likelihood that
Subcustodian will cease to qualify under the Rule as
currently in effect or as hereafter amended, or
(B) It is the subject of an exemptive order issued by
the United States Securities and Exchange Commission which
order permits Custodian to employ Subcustodian
notwithstanding the fact that Subcustodian fails to qualify
under the terms of the Rule, and Subcustodian shall
immediately notify Custodian, in writing or by other
authorized means, if for any reason it is no longer covered
by such exemptive order.
Upon receipt of any such notification required
under (A) or (B) of this section, Custodian may terminate
this Agreement immediately without prior notice to
Subcustodian.
VI. DEFINITIONS
A. INSTRUCTIONS
The term "instructions" means
1. instructions in writing signed by authorized
individuals designated as such by Custodian;
2. telex or tested telex instructions of Custodian;
3. other forms of instructions in computer readable
form as shall customarily be used for the transmission of
like information, and
4. such other forms of communication as from time to
time may be agreed upon by Custodian and Subcustodian, which
Subcustodian believes in good faith to have been given by
Custodian or which are transmitted with proper testing or
authentication pursuant to terms and conditions which
custodian may specify.
Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or
superseded. Subcustodian shall act in accordance with
Instructions and shall not be liable for any act or omission
in respect of any Instruction except in the case of willful
default negligence, fraud, bad faith, willful misconduct,
or reckless disregard of duties on the part of Subcustodian.
Subcustodian in executing all Instructions will take
relevant action in accordance with accepted industry
practice and local settlement practices.
B. ACCOUNT
The term "Account" means collectively the Custody
Account, and the Deposit Account.
C. SECURITIES
The term "Securities" includes, without limitation,
stocks, shares, bonds, debentures, debt securities
(convertible or non-convertible), notes, or other
obligations or securities and any certificates, receipts,
futures contracts, foreign exchange contracts, options,
warrants, scrip or other instruments representing rights to
receive, purchase or subscribe for the same, or evidencing
or representing any other rights or interests therein, or in
any property or assets.
VII. MISCELLANEOUS PROVISIONS
A. STATEMENTS REGARDING THE ACCOUNT
Subcustodian will supply Custodian with such statements
regarding the Account as Custodian may request, including
the identity and location of any Eligible Depository
authorized and acting hereunder. In addition, Subcustodian
will supply custodian an advice or notification of any
transfers of Securities to or from the Account indicating,
as to Securities acquired for the Account, if applicable,
the Eligible Depository having physical possession of such
securities.
B. EXAMINATION OF BOOKS AND RECORDS
Subcustodian agrees that its books and records relating
to the Account and Sub-custodian's actions under this
agreement shall be open to the physical, on-premises
inspection and audit at reasonable times by officers of,
auditors employed by, or other representatives of Custodian
including (to the extent permitted under the laws of
___________________) the independent public accountants for
any customer of Custodian whose property is being held
hereunder) and such books and records shall be retained for
such period as shall be agreed upon by Custodian and
Subcustodian.
As Custodian may reasonably request from time to time,
Subcustodian will furnish its auditor's reports on its
system of internal controls, and Subcustodian will use its
best efforts to obtain and furnish similar reports of any
Eligible Depository authorized and acting hereunder.
C. STANDARD OF CARE
In holding, maintaining, servicing and disposing of
Property under this Agreement, and in fulfilling any other
obligations hereunder, Subcustodian shall exercise the same
standard of care that it exercises over its own assets,
provided that Subcustodian shall exercise at least the
degree of care and maintain adequate insurance as expected
of a prudent professional Subcustodian for hire and shall
assume the burden of proving that it has exercised such care
in its maintenance of Property held by Subcustodian in its
Accounts. The maintenance of the Property in an Eligible
Depository shall not affect Subcustodian's standard of care,
and Subcustodian will remain as fully responsible for any
loss or damage to such securities as if it had itself
retained physical possession of them. Subcustodian shall
indemnify and hold harmless Custodian and each of
Custodian's customers from and against any loss, damage,
cost, expense, liability or claim (including reasonable
attorney's fees) arising out of or in connection with the
improper or negligent performance or the nonperformance of
the duties of Subcustodian.
Subcustodian shall be responsible for complying with
all provisions of the laws of _________________________, or
any other law, applicable to Subcustodian in connection with
its duties hereunder, including (but not limited to) the
payment of all transfer taxes or other taxes and compliance
with any currency restrictions and securities laws in
connection with its duties as Subcustodian.
D. LOSS OF CASH OR SECURITIES
Subcustodian agrees that, in the event of any loss of
Securities or Cash in the Account, Subcustodian will use its
best efforts to ascertain the circumstances relating to such
loss and will promptly report the same to Custodian and
shall use every legal means available to it to effect the
quickest possible recovery.
E. COMPENSATION OF SUBCUSTODIAN
Custodian agrees to pay to Subcustodian from time to
time such compensation for its services and such out-of-
pocket or incidental expenses of Subcustodian pursuant to
this Agreement as may be mutually agreed upon in writing
from time to time.
F. OPERATING REQUIREMENTS
The Subcustodian agrees to follow such Operating
Requirements as the Custodian may establish from time to
time. A copy of the current Custodian Operating
Reguirements is attached as Attachment B to this Agreement.
G. TERMINATION
This Agreement may be terminated by Subcustodian or
Custodian on 60 days' written notice to the other party,
sent by registered mail, provided that any such notice,
whether given by Subcustodian or Custodian, shall be
followed within 60 days by Instructions specifying the names
of the persons to whom Subcustodian shall deliver the
Securities in the Account and to whom the Cash in the
Account shall be paid. If within 60 days following the
giving of such notice of termination, Subcustodian does not
receive such Instructions, Subcustodian shall continue to
hold such Securities and Cash subject to this Agreement
until such Instructions are given. The obligations of the
parties under this Agreement shall survive the termination
of this Agreement.
H. NOTICES
Unless otherwise specified in this Agreement, all
notices and communications with respect to matters
contemplated by this Agreement shall be in writing, and
delivered by mail, postage prepaid, telex, SWIFT, or other
mutually agreed telecommunication methods to the following
addresses (or to such other address as either party hereto
may from time to time designate by notice duly given in
accordance with this paragraph):
To Subcustodian:
To Custodian: State Street Bank and Trust Company
Securities Operations
Network Administration
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
I. CONFIDENTIALITY
Subcustodian and Custodian shall each use its best
efforts to maintain the confidentiality of the property in
the Account and the beneficial owners thereof, subject,
however, to the provisions of any laws requiring disclosure.
In addition, Subcustodian shall safeguard any test keys,
identification codes or other security devices which
Custodian shall make available to it. The Subcustodian
further agrees it will not disclose the existence of this
Agreement or any current business relationship unless
compelled by applicable law or regulation or unless it has
secured the Custodians written consent.
J. ASSIGNMENT
This Agreement shall not be assignable by either party
but shall bind any successor in interest of Custodian and
Subcustodian respectively.
K. GOVERNING LAW
This Agreement shall be governed by and construed in
accordance with the laws of _______________________________
_________________. To the extent inconsistent with this
Agreement or Custodian's Operating Requirements as attached
hereto, Subcustodian's rules and conditions regarding
accounts generally or custody accounts specifically shall
not apply.
CUSTODIAN: STATE STREET BANK AND TRUST COMPANY
By:_______________________
Date______________________
AGREED TO BY SUBCUSTODIAN:
By :_________________________ __________________________
Date:________________________
STATE STREET BANK AND TRUST COMPANY
Consolidated Custodian Fee Schedule
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
I. ADMINISTRATION
The following schedule represents the consolidated fee schedule for all assets
in:
Connecticut Mutual Investment Accounts, Inc.
Connecticut Mutual Financial Services Series Fund I, Inc.
Separate Accounts
A. CUSTODY
INCLUDES: Maintaining custody of fund assets. Settling portfolio
purchases and sales. Reporting buy and sell fails. Determining and
collecting portfolio incomes. Making cash disbursements and reporting
cash transactions. Monitoring corporate actions. Withholding foreign
taxes. Filing foreign tax reclaims.
FUND NET ASSETS ANNUAL FEE
First $l Billion .005 of 1%
Excess of $1 Billion .0025 of 1%
B. PORTFOLIO AND FUND ACCOUNTING
Includes: Maintaining investment ledgers, providing selected
portfolio transactions, position and income reports. Maintaining general
ledger and capital stock accounts. Preparing daily trial balance.
Calculating net asset value daily, calculating fund 7 day yield.
Providing selected general ledger reports. Securities yield or market
value quotations will be provided to State Street by the fund or via
State Street's pricing services.
THERE WILL BE AN ANNUAL CHARGE OF $15,000 PER DOMESTIC PORTFOLIO.
II. GLOBAL CUSTODY
Includes: Maintaining custody of fund assets. Settling portfolio
purchases and sales. Reporting buy and sell fails. Determining and
collecting portfolio income. Making cash disbursements and reporting
cash transactions. Monitoring corporate actions. Withholding foreign taxes.
Filing foreign tax reclaims.
*GROUP I *GROUP II *GROUP III *GROUP IV *GROUP V
Euroclear Australia Austria Finland Argentina
Germany Canada Belgium Philippines Brazil
Japan Denmark Italy Korea Chile
France Norway Mexico Taiwan
Ireland HongKong Portugal Venezuela
Netherlands Indonesia Singapore
NewZealand Spain
Sweden Thailand
Switzerland Turkey
U.K. Malaysia
A. HOLDING FEES (BASIS POINTS PER PORTFOLIO PER ANNUM):
GROUP I GROUP II GROUP III GROUP IV GROUP V
First $ 50 Million 5.0 11.0 15.0 22.0 35.0
Next $ 50 Million 4.0 10.0 14.0 20.0 30.0
Over $100 Million 3.0 8.0 3.0 18.0 25.0
B. TRADING FEES (PER TRADE):
GROUP I GROUP II GROUP III GROUP IV GROUP V
Trades $25 $40 $55 $60 $100
*Exclude Agent, depository and local auditing fees, stamp duties and
registration fees.
III. PORTFOLIO TRADES
FOR EACH LINE ITEM PROCESSED:
State Street Bank Repos $ 7.00
Boston Commercial Paper $16.00
DTC or Fed Book Entry $12.00
Physical Settlements/Foreign Trade/PT $25.00
Maturity Collections $ 8.00
IV. OPTIONS
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
V. LENDING OF SECURITIES
Deliver loaned securities versus cash collateral $20.00
Deliver loaned securities versus securities collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of loaned securities $15.00
Deliver securities collateral versus receipt
of loaned securities $25.00
Loan administration market to market per day, per loan $ 3.00
VI. INTEREST RATE FUTURES
Transactions no security movement $ 8.00
VII. DIVIDEND CHARGES
(For items held at the Request of Traders over record
date in street form) $50.00
VIII. SEC YIELD CALCULATION
Yield calculation per fund, per month $250.00
IX. SPECIAL SERVICES
Fees for activities of a nonrecurring nature such as fund
consolidations or reorganizations, extraordinary security
shipments and the preparation of special reports will be
subject to negotiation.
X. OUT-OF-POCKET EXPENSES
This charge will be levied on foreign account assets only.
A billing for the recovery of applicable out-of-pocket expenses
will be made as of the end of each month. Out-of-pocket expenses
include, but are not limited to the following:
Telephone
Wire Charges ($5.25 per wire in and $5.00 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer $8.00 Each
Transfer Fees
Subcustodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 $4.25
GNMA Transfer $15 each
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS STATE STREET BANK AND TRUST CO.
By:_____________________________ By:____________________________
TITLE:__________________________ TITLE:__________________________
DATE:___________________________ DATE:___________________________
PERFORMANCE STANDARDS
CONNECTICUT MUTUAL - CMIA
PERFORMANCE OBJECTIVE STANDARD
Accurate computation of the NAV per share and Submission to 99.5%
Transfer Agent.
Accurate reporting of the NAV per share to NASDAQ 99%
The collection and crediting of interest and dividends 99.95%
FED Credited same day as receipt
PTC Credited same day as receipt
DTC Credited same day as receipt
Physical Credited same day as receipt
Defaulted Security Payments Upon receipt
Timely settlement of trades 99.5%
Timely and accurate receipt of reports by agreed upon delivery date 95%
Accurate computation of SEC Yield calculations 99%
Delivery of Cash Availability by 10:00 AM 99.5%
This assumes capital stock activity is received by 9:30 AM
PERFORMANCE FEE ADJUSTMENT
If standards are not met then a 1% fee reduction will be applied to the fund
complex. The standards will be measured on an annual basis and the
adjustment will occur as a reduction in following year's fees.
