EXHIBIT G
EXECUTION VERSION
MASTER CUSTODIAN AGREEMENT
This Agreement is made as of August 27, 2013 by and among each
management investment company identified on Appendix A hereto (each such
investment company and each management investment company made subject to this
Agreement in accordance with Section 18.5 below, shall hereinafter be referred
to as (the "FUND"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts
trust company (the "CUSTODIAN").
WITNESSETH:
WHEREAS, each Fund may or may not be authorized to issue shares of
common stock or shares of beneficial interest in separate series ("SHARES"),
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, each Fund so authorized intends that this Agreement be
applicable to each of its series set forth on Appendix A hereto (such series
together with all other series subsequently established by the Fund and made
subject to this Agreement in accordance with Section 18.6 below, shall
hereinafter be referred to as the "PORTFOLIO(S)").
WHEREAS, each Fund not so authorized intends that this Agreement be
applicable to it and all references hereinafter to one or more "Portfolio(s)"
shall be deemed to refer to such Fund(s); and
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT.
Each Fund hereby employs the Custodian as a custodian of assets of the
Portfolios, including securities which the Fund, on behalf of the applicable
Portfolio, desires to be held in places within the United States ("DOMESTIC
SECURITIES") and securities it desires to be held outside the United States
("FOREIGN SECURITIES"). Each Fund, on behalf of its Portfolio(s), agrees to
deliver to the Custodian all securities and cash 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 Shares as may be issued or
sold from time to time. The Custodian shall not be responsible for any property
of a Portfolio which is not received by it or which is delivered out in
accordance with Proper Instructions (as such term is defined in Section 7
hereof) including, without limitation, Portfolio property (i) held by brokers,
private bankers or other entities on behalf of the Portfolio (each a "LOCAL
AGENT"), (ii) held by Special Sub-Custodians (as such term is defined in
Section 5 hereof), (iii) held by entities which have advanced monies to or on
behalf of the Portfolio and which have received Portfolio property as security
for such advance(s) (each a "PLEDGEE"), or (iv) delivered or otherwise removed
from the custody of the Custodian (a) in connection with any Free Trade (as
such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to
Special Instructions (as such term is defined in Section 7 hereof). With
respect to uncertificated shares (the "UNDERLYING SHARES") of registered
"investment companies" (as defined in Section 3(a)(1) of the Investment Company
Act of 1940, as amended from time to time (the "1940 ACT")), whether in the
same "group of investment companies" (as defined in Section 12(d)(1)(G)(ii)
of the 0000 Xxx) or otherwise, including pursuant to Section 12(d)(1)(F) of the
1940 Act (hereinafter sometimes referred to as the "UNDERLYING PORTFOLIOS") the
holding of confirmation statements that identify the shares as being recorded
in the Custodian's name on behalf of the Portfolios will be deemed custody for
purposes hereof.
Upon receipt of Proper Instructions, 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 Trustees or the Board of Directors of the Fund (as appropriate,
and in each case, the "BOARD") on behalf of the applicable Portfolio(s), and
provided that the Custodian shall have no more or less responsibility or
liability to any Fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian. The
Custodian may place and maintain each Fund's foreign securities with foreign
banking institution sub-custodians employed by the Custodian and/or foreign
securities depositories, all as designated in Schedules A and B hereto, but
only in accordance with the applicable provisions of Sections 3 and 4 hereof.
SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO
BE HELD IN THE UNITED STATES.
SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and
physically segregate for the account of each Portfolio all non-cash property,
to be held by it in the United States, including all domestic securities owned
by such Portfolio other than (a) securities which are maintained pursuant to
Section 2.8 in a clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the Treasury (each, a
"U.S. SECURITIES SYSTEM") and (b) Underlying Shares owned by each Fund which
are maintained pursuant to Section 2.10 hereof in an account with State Street
Bank and Trust Company or such other entity which may from time to time act as
a transfer agent for the Underlying Portfolios and with respect to which the
Custodian is provided with Proper Instructions (the "UNDERLYING TRANSFER
AGENT").
SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by the Custodian, in a
U.S. Securities System account of the Custodian or in an account at the
Underlying Transfer Agent, only upon receipt of Proper Instructions 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 U.S. Securities System, in
accordance with the provisions of Section 2.8 hereof;
-2-
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 2.7 or into the name or nominee name of any
sub-custodian appointed pursuant to Section 1; or for exchange for a
different number of bonds, certificates or other evidence representing
the same 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 (a) against receipt of collateral as agreed from time to
time by the Fund on behalf of the Portfolio, 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 or (b) to the lending agent,
or the lending agent's custodian, in accordance with written Proper
Instructions (which may not provide for the receipt by the Custodian
of collateral therefor) agreed upon from time to time by the Custodian
and the Fund;
-3-
11) For delivery as security in connection with any borrowing by a Fund on
behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of
such Portfolio;
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 Financial Industry Regulatory Authority, Inc. ("FINRA",
formerly known as The National Association of Securities Dealers, Inc.),
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 Fund on behalf of a Portfolio;
13) For delivery in accordance with the provisions of any agreement among a
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 (the
"CFTC") and/or any contract market, or any similar organization or
organizations, regarding account deposits in connection with transactions
by the Fund on behalf of a Portfolio;
14) Upon the sale or other delivery of such investments (including, without
limitation, to one or more (a) Special Sub-Custodians or (b) additional
custodians appointed by the Fund, and communicated to the Custodian from
time to time via a writing duly executed by an authorized officer of the
Fund, for the purpose of engaging in repurchase agreement transactions(s),
each a "REPO CUSTODIAN"), and prior to receipt of payment therefor, as set
forth in written Proper Instructions (such delivery in advance of payment,
along with payment in advance of delivery made in accordance with Section
2.6(7), as applicable, shall each be referred to herein as a "FREE TRADE"),
provided that such Proper Instructions shall set forth (a) the securities
of the Portfolio to be delivered and (b) the person(s) to whom delivery of
such securities shall be made;
15) Upon receipt of instructions from the Fund's transfer agent (the "TRANSFER
AGENT") for delivery to such Transfer Agent or to the holders of Shares in
connection with distributions in kind, as may be described from time to
time in the currently effective prospectus and statement of additional
information of the Fund related to the Portfolio (the "PROSPECTUS"), in
satisfaction of requests by holders of Shares for repurchase or redemption;
16) In the case of a sale processed through the Underlying Transfer Agent of
Underlying Shares, in accordance with Section 2.10 hereof;
17) For delivery as initial or variation margin in connection with futures or
options on futures contracts entered into by the Fund on behalf of the
Portfolio; and
-4-
18) For any other purpose, but only upon receipt of Proper Instructions
from the Fund on behalf of the applicable Portfolio specifying (a) the
securities of the Portfolio to be delivered and (b) the person or
persons to whom delivery of such securities shall be made.
SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by
the Custodian (other than bearer securities) shall be registered in the name of
the Portfolio or in the name of any nominee of a Fund on behalf of the
Portfolio or of any nominee of the Custodian which nominee shall be assigned
exclusively to the Portfolio, unless the Fund has authorized in writing the
appointment of a nominee to be used in common with other registered management
investment companies having the same investment adviser as the Portfolio, or in
the name or nominee name of any agent appointed pursuant to Section 2.7 or in
the name or nominee name of any sub-custodian appointed pursuant to Section 1.
All securities accepted by the Custodian on behalf of the Portfolio under the
terms of this Agreement shall be in "street name" or other good delivery form.
If, however, a Fund directs the Custodian to maintain securities in "street
name", the Custodian shall utilize its best efforts only to timely collect
income due the Fund on such securities and to notify the Fund on a best efforts
basis only of relevant corporate actions including, without limitation,
pendency of calls, maturities, tender or exchange offers.
SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a
separate bank account or accounts in the United States in the name of each
Portfolio of each Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of the Portfolio, other than cash maintained by the Portfolio in a
bank account established and used in accordance with Rule 17f-3 under the 1940
Act. 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 1940 Act 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. Such funds shall be deposited by the Custodian in its
capacity as Custodian and shall be withdrawable by the Custodian only in that
capacity.
SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio
property released and delivered pursuant to Section 2.2(14) or purchased
pursuant to Section 2.6(7), and 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
-5-
of Section 2.2 (10) shall be the responsibility of the applicable Fund. The
Custodian will have no duty or responsibility in connection therewith, other
than to provide the Fund with such information or data as may be necessary to
assist the Fund in arranging for the timely delivery to the Custodian of the
income to which the Portfolio is properly entitled.
SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper
Instructions 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
1940 Act to act as a custodian and has been designated by the
Custodian as its agent for this purpose) registered in the name of the
Portfolio or in the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer; (b) in the case of
a purchase effected through a U.S. Securities System, in accordance
with the conditions set forth in Section 2.8 hereof; (c) in the case
of a purchase of Underlying Shares, in accordance with the conditions
set forth in Section 2.10 hereof; (d) in the case of repurchase
agreements entered into between the applicable Fund on behalf of a
Portfolio and the Custodian, or another bank, or a broker-dealer which
is a member of FINRA, (i) against delivery of the securities either in
certificate form or through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Portfolio of
securities owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from the
Portfolio; or (e) for transfer to a time deposit account of the Fund
in any bank, whether domestic or foreign; such transfer may be
effected prior to receipt of a confirmation from a broker and/or the
applicable bank pursuant to Proper Instructions from the Fund as
defined herein;
2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued as set forth in
Section 6 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;
-6-
5) For the payment of any dividends on Shares declared pursuant to the
Fund's articles of incorporation or organization and by-laws or
agreement or declaration of trust, as applicable, and Prospectus
(collectively, "GOVERNING DOCUMENTS");
6) For payment of the amount of dividends received in respect of
securities sold short;
7) Upon the purchase of domestic investments including, without
limitation, repurchase agreement transactions involving delivery of
Portfolio monies to Repo Custodian(s), and prior to receipt of such
investments, as set forth in written Proper Instructions (such payment
in advance of delivery, along with delivery in advance of payment made
in accordance with Section 2.2(14), as applicable, shall each be
referred to herein as a "FREE TRADE"), provided that such Proper
Instructions shall also set forth (a) the amount of such payment and
(b) the person(s) to whom such payment is made;
8) For payment as initial or variation margin in connection with futures
or options on futures contracts entered into by the Fund on behalf of
the Portfolio; and
9) For any other purpose, but only upon receipt of Proper Instructions
from the Fund on behalf of the Portfolio specifying (a) the amount of
such payment and (b) the person or persons to whom such payment is to
be made.
SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or
times in its discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the 1940 Act to act as a
custodian, as its agent to carry out such of the provisions of this Section 2
as the Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder. To the extent any agent is appointed
by the Custodian, such contract shall be in writing and shall include
provisions that provide: (i) for indemnification or insurance arrangements (or
any combination of the foregoing) that each Fund will be adequately protected
against the risk of loss of assets held in accordance with such contract; (ii)
that the domestic securities will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of such agent or its creditors
except a claim of payment for their safe custody or administration; (iii) that
beneficial ownership for the domestic securities will be freely transferable
without the payment of money or value other than for safe custody or
administration; (iv) that adequate records will be maintained identifying the
assets as belonging to each Fund or as being held by a third party for the
benefit of the applicable Fund; (v) that the applicable Trust's independent
public accountants will be given access to those records or, upon the consent
of such Trust's independent public accountants, confirmation of the contents of
those records in lieu of such access; and (vi) that each Fund will receive
periodic reports with respect to the safekeeping of the Fund's assets,
including, but not limited to, notification of any transfer to or from the
Fun's account or a third party account containing assets held for the benefit
of the Fund. The Underlying Transfer Agent shall not be deemed an agent or
sub-custodian of the Custodian for purposes of this Section 2.7 or any other
provision of this Agreement.
-7-
SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S.
Securities System in compliance with the conditions of Rule 17f-4 under the
1940 Act, as amended from time to time.
SECTION 2.9 SEGREGATED ACCOUNT. The Custodian shall upon receipt of
Proper Instructions on behalf of each applicable Portfolio, establish and
maintain a segregated account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by the Custodian
pursuant to Section 2.8 hereof, (a) 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 FINRA (or
any futures commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing Corporation and
of any registered national securities exchange (or the CFTC or any registered
contract market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Portfolio,
(b) 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, (c) for the
purposes of compliance by the Portfolio with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release of the U.S.
Securities and Exchange Commission (the "SEC"), or interpretative opinion of
the staff of the SEC, relating to the maintenance of segregated accounts by
registered management investment companies, and (d) for any other purpose in
accordance with Proper Instructions.
SECTION 2.10 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT.
Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio,
shall be deposited and/or maintained in an account or accounts maintained with
an Underlying Transfer Agent and the Custodian's only responsibilities with
respect thereto shall be limited to the following:
1) Upon receipt of a confirmation or statement from an Underlying
Transfer Agent that such Underlying Transfer Agent is holding or
maintaining Underlying Shares in the name of the Custodian (or a
nominee of the Custodian) for the benefit ofa Portfolio, the Custodian
shall identifyby book-entry that such Underlying Shares are being
heldbyit as custodian for the benefit of such Portfolio.
2) In respect of the purchase of Underlying Shares for the account of a
Portfolio, upon receipt of Proper Instructions, the Custodian shall
payout monies ofsuch Portfolio as so directed, and record such payment
from the account of such Portfolio on the Custodian's books and
records.
3) In respect of the sale or redemption of Underlying Shares for the
account of a Portfolio, upon receipt of Proper Instructions, the
Custodian shall transfer such Underlying Shares as so directed, record
such transfer from the account of such Portfolio on the Custodian's
books and records and, upon the Custodian's receipt of the proceeds
-8-
therefor, record such payment for the account of such Portfolio on the
Custodian's books and records.
SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian
shall execute ownership and other certificates and affidavits for all federal
and state tax purposes in connection with receipt of income or other payments
with respect to domestic securities of each Portfolio held by it and in
connection with transfers of securities.
SECTION 2.12 PROXIES. Except with respect to Portfolio property
released and delivered pursuant to Section 2.2(14), or purchased pursuant to
Section 2.6(7), the Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of the
Portfolio or a nominee of the Portfolio, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver to the
Fund such proxies, all proxy soliciting materials and all notices relating to
such securities.
SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Except
with respect to Portfolio property released and delivered pursuant to Section
2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions
of Section 2.3, the Custodian shall transmit promptly to the applicable Fund
for each Portfolio all written information (including, without limitation,
pendency of calls and maturities of domestic securities and expirations of
rights in connection therewith and notices of exercise of call and put options
written by the Fund on behalf of the Portfolio and the maturity of futures
contracts purchased or sold by the Fund on behalf of 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 applicable Fund all written information received by the Custodian from
issuers of the securities whose tender or exchange is sought and from the party
(or its agents) making the tender or exchange offer. Subject always to Section
15, the Custodian shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with domestic securities or
other property of the Portfolios at any time held by it unless (i) the
Custodian is in actual possession of such domestic securities or property and
(ii) the Custodian receives Proper Instructions with regard to the exercise of
any such right or power, and both (i) and (ii) occur at least two business days
prior to the date on which the Custodian is to take action to exercise such
right or power. The Custodian shall also transmit promptly to the applicable
Fund for each Portfolio all written information received by the Custodian
regarding any class action or other litigation in connection with Portfolio
securities or other assets issued in the United States and then held, or
previously held, during the term of this Agreement by the Custodian for the
account of the Fund for such Portfolio, including, but not limited to, opt-out
notices and proof-of-claim forms. For avoidance of doubt, upon and after the
effective date of any termination of this Agreement, with respect to a Fund or
its Portfolio(s), as may be applicable, the Custodian shall have no
responsibility to so transmit any information under this Section 2.13.
-9-
SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7.
SECTION 3.1. DEFINITIONS. As used throughout this Agreement, the
capitalized terms set forth below shall have the indicated meanings:
"COUNTRY RISK" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, insolvency of a
Foreign Sub-Custodian, 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 SEC), or a foreign branch of a Bank (as defined in
Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian under
Section 17(f) of the 1940 Act; the term does not include any Eligible
Securities Depository.
"ELIGIBLE SECURITIES DEPOSITORY" has the meaning set forth in section (b)(1) of
Rule 17f-7.
"FOREIGN ASSETS" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"FOREIGN CUSTODY MANAGER" has the meaning set forth in section (a)(3) of Rule
17f-5.
"RULE 17F-5" means Rule 17f-5 promulgated under the 1940 Act.
"RULE 17F-7" means Rule 17f-7 promulgated under the 1940 Act.
SECTION 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each
Fund, by resolution adopted by its Board, hereby delegates to the Custodian,
subject to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3.2 with respect to Foreign Assets of the Portfolios held outside the
United States, and the Custodian hereby accepts such delegation as Foreign
Custody Manager with respect to the Portfolios.
3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall
be responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Agreement, which list of countries may be amended
from time to time by any Fund with the agreement of the Foreign Custody
Manager. The Foreign Custody Manager shall list on Schedule A the Eligible
Foreign Custodians selected by the Foreign Custody Manager to maintain the
assets of the Portfolios, which
-10-
list of Eligible Foreign Custodians may be amended from time to time in the
sole discretion of the Foreign Custody Manager. The Foreign Custody Manager
will provide amended versions of Schedule A in accordance with Section 3.2.5
hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by each Fund, on behalf of the applicable
Portfolio(s), of the applicable account opening requirements for such country,
the Foreign Custody Manager shall be deemed to have been delegated by such
Fund's Board on behalf of such Portfolio(s) responsibility as Foreign Custody
Manager with respect to that country and to have accepted such delegation.
Execution of this Agreement by each Fund shall be deemed to be a Proper
Instruction to open an account, or to place or maintain Foreign Assets, in each
country listed on Schedule A. Following the receipt of Proper Instructions
directing the Foreign Custody Manager to close the account of a Portfolio with
the Eligible Foreign Custodian selected by the Foreign Custody Manager in a
designated country, the delegation by the Board on behalf of such Portfolio to
the Custodian as Foreign Custody Manager for that country shall be deemed to
have been withdrawn and the Custodian shall immediately cease to be the Foreign
Custody Manager with respect to such Portfolio 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, the Custodian shall have
no further responsibility in its capacity as Foreign Custody Manager to the
Fund with respect to the country as to which the Custodian's acceptance of
delegation is withdrawn.
3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:
(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A,
as amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by that
Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(1).
(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody
Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) MONITORING. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system
to monitor (i) the appropriateness of maintaining the
-11-
Foreign Assets with such Eligible Foreign Custodian and (ii) the contract
governing the custody arrangements established by the Foreign Custody Manager
with the Eligible Foreign Custodian. In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign Custodian it
has selected are no longer appropriate, the Foreign Custody Manager shall
notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY.
For purposes of this Section 3.2, the Board shall be deemed to have considered
and determined to accept such Country Risk as is incurred by placing and
maintaining the Foreign Assets in each country for which the Custodian is
serving as Foreign Custody Manager of the Portfolios.
3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager
shall report the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another Eligible
Foreign Custodian by providing to the Board an amended Schedule A at the end of
the calendar quarter in which an amendment to such Schedule has occurred. The
Foreign Custody Manager shall make written reports notifying the Board of any
other material change in the foreign custody arrangements of the Portfolios
described in this Section 3.2 after the occurrence of the material change.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A
PORTFOLIO. In performing the responsibilities delegated to it, the Foreign
Custody Manager agrees to exercise reasonable care, prudence and diligence such
as a person having responsibility for the safekeeping of assets of management
investment companies registered under the 1940 Act would exercise.
3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The
Foreign Custody Manager represents to each Fund that it is a U.S. Bank as
defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian
that its Board has determined that it is reasonable for such Board to rely on
the Custodian to perform the responsibilities delegated pursuant to this
Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS
FOREIGN CUSTODY MANAGER. Each Board's delegation to the Custodian as Foreign
Custody Manager of the Portfolios shall be effective as of the date hereof and
shall remain in effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party. Termination will
become effective thirty (30) days after receipt by the non-terminating party of
such notice. The provisions of Section 3.2.2 hereof shall govern the delegation
to and termination of the Custodian as Foreign Custody Manager of the Portfolios
with respect to designated countries.
SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.
3.3.1 ANALYSIS AND MONITORING. The Custodian 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 Schedule B hereto
in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such
risks on a
-12-
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.
3.3.2 STANDARD OF CARE. The Custodian agrees to exercise
reasonable care, prudence and diligence in performing the duties set forth in
Section 3.3.1.
SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE
PORTFOLIOS TO BE HELD OUTSIDE THE UNITED STATES.
SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the
capitalized terms set forth below shall have the indicated meanings:
"FOREIGN SECURITIES SYSTEM" means an Eligible Securities Depository listed on
Schedule B hereto.
"FOREIGN SUB-CUSTODIAN" means an Eligible Foreign Custodian.
SECTION 4.2. HOLDING SECURITIES. The Custodian shall identify on its
books as belonging to the Portfolios the foreign securities held by each
Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold
foreign securities for all of its customers, including the Portfolios, with any
Foreign Sub-Custodian in an account that is identified as belonging to the
Custodian for the benefit of its customers, provided however, that (i) the
records of the Custodian with respect to foreign securities of the Portfolios
which are maintained in such account shall identify those securities as
belonging to the Portfolios and (ii), to the extent permitted and customary in
the market in which the account is maintained, the Custodian shall require that
securities so held by the Foreign Sub-Custodian be held separately from any
assets of such Foreign Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be
maintained in a Foreign Securities System in a designated country through
arrangements implemented by the Custodian or a Foreign Sub-Custodian, as
applicable, in such country.
SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a
Foreign Sub-Custodian shall release and deliver foreign securities of the
Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign
Securities System account, only upon receipt of Proper Instructions, which may
be continuing instructions when deemed appropriate by the parties, and only in
the following cases:
(i) Upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the country
where such foreign securities are held or traded, including, without
limitation: (A) delivery against expectation of receiving later
payment; or (B) in the case of a sale effected through a Foreign
-13-
Securities System, in accordance with the rules governing the
operation of the Foreign Securities System;
(ii) In connection with any repurchase agreement related to foreign
securities;
(iii) To the depository agent in connection with tender or other similar
offers for foreign securities of the Portfolios;
(iv) To the issuer thereof or its agent when such foreign securities are
called, redeemed, retired or otherwise become payable;
(v) To the issuer thereof, or its agent, for transfer into the name of
the Custodian (or the name of the respective Foreign Sub-Custodian or
of any nominee of the Custodian or such Foreign Sub-Custodian) or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units;
(vi) To brokers, clearing banks or other clearing agents for examination
or trade execution in accordance with market custom; provided that in
any such case, the Foreign Sub-Custodian shall have no responsibility
or liability for any loss arising from the delivery of such foreign
securities prior to receiving payment for such foreign securities
except as may arise from the Foreign Sub-Custodian's own negligence or
willful misconduct;
(vii) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement;
(viii) In the case of warrants, rights or similar foreign securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary
securities for definitive securities;
(ix) For delivery as security in connection with any borrowing by a Fund
on behalf of a Portfolio requiring a pledge of assets by the Fund on
behalf of such Portfolio;
(x) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) Upon the sale or other delivery of such foreign securities
(including, without limitation, to one or more Special Sub-Custodians
or Repo Custodians) as a Free Trade, provided that applicable Proper
Instructions shall set forth (A) the foreign securities to be
delivered and (B) the person or persons to whom delivery shall be
made;
-14-
(xii) In connection with the lending of foreign securities; and
(xiii) For any other purpose, but only upon receipt of Proper Instructions
specifying (A) the foreign securities to be delivered and (B) the
person or persons to whom delivery of such securities shall be made.
4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the
respective Foreign Securities System to pay out, monies of a Portfolio in the
following cases only:
(i) Upon the purchase of foreign securities for the Portfolio, unless
otherwise directed by Proper Instructions, by (A) delivering money to
the seller thereof or to a dealer therefor (or an agent for such
seller or dealer) against expectation of receiving later delivery of
such foreign securities; or (B) in the case of a purchase effected
through a Foreign Securities System, in accordance with the rules
governing the operation of such Foreign Securities System;
(ii) In connection with the conversion, exchange or surrender of foreign
securities of the Portfolio;
(iii) For the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest, taxes,
investment advisory fees, transfer agency fees, fees under this
Agreement, legal fees, accounting fees, and other operating expenses;
(iv) For the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed with or
through the Custodian or its Foreign Sub-Custodians;
(v) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) Upon the purchase of foreign investments including, without
limitation, repurchase agreement transactions involving delivery of
Portfolio monies to Repo Custodian(s), as a Free Trade, provided that
applicable Proper Instructions shall set forth (A) the amount of such
payment and (B) the person or persons to whom payment shall be made;
(vii) For payment of part or all of the dividends received in respect of
securities sold short;
(viii) In connection with the borrowing or lending of foreign securities; and
-15-
(ix) For any other purpose, but only upon receipt of Proper Instructions
specifying (A) the amount of such payment and (B) the person or
persons to whom such payment is to be made.
4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this
Agreement to the contrary, settlement and payment for Foreign Assets received
for the account of the Portfolios and delivery of Foreign Assets maintained for
the account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to each Board the information with respect to
custody and settlement practices in countries in which the Custodian employs a
Foreign Sub-Custodian described on Schedule C hereto at the time or times set
forth on such Schedule. The Custodian may revise Schedule C from time to time
and such changes to Schedule C will be made available to the Board, provided
that no such revision shall result in a Board being provided with substantively
less information than had been previously provided hereunder.
SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign
securities maintained in the custody of a Foreign Sub-Custodian (other than
bearer securities) shall be registered in the name of the applicable Portfolio
or in the name of the Custodian or in the name of any Foreign Sub-Custodian or
in the name of any nominee of the foregoing, and the applicable Fund on behalf
of such Portfolio agrees to hold any such nominee harmless from any liability
as a holder of record of such foreign securities. The Custodian or a Foreign
Sub-Custodian shall not be obligated to accept securities on behalf of a
Portfolio under the terms of this Agreement unless the form of such securities
and the manner in which they are delivered are in accordance with reasonable
market practice.
SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books
as belonging to the applicable Fund cash (including cash denominated in foreign
currencies) deposited with the Custodian. Where the Custodian is unable to
maintain, or market practice does not facilitate the maintenance of, cash on
the books of the Custodian, a bank account or bank accounts shall be opened and
maintained outside the United States on behalf of a Portfolio with a Foreign
Sub-Custodian. All accounts referred to in this Section shall be subject only
to draft or order by the Custodian (or, if applicable, such Foreign
Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash
received by or from or for the account of the Portfolio. Cash maintained on the
books of the Custodian (including its branches, subsidiaries and affiliates),
regardless of currency denomination, is maintained in bank accounts established
under, and subject to the laws of, The Commonwealth of Massachusetts.
-16-
SECTION 4.7. COLLECTION OF INCOME. The Custodian shall use reasonable
commercial efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be entitled and
shall credit such income, as collected, to the applicable Portfolio. In the
event that extraordinary measures are required to collect such income, the Fund
and the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign
securities held pursuant to this Section 4, the Custodian shall use reasonable
commercial efforts to facilitate the exercise of voting and other shareholder
rights, subject always to the laws, regulations and practical constraints that
may exist in the country where such securities are issued. Each Fund
acknowledges that local conditions, including lack of regulation, onerous
procedural obligations, lack of notice and other factors may have the effect of
severely limiting the ability of such Fund to exercise shareholder rights.
SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The
Custodian shall transmit promptly to the applicable Fund written information
with respect to materials received by the Custodian via the Foreign
Sub-Custodians from issuers of the foreign securities being held for the
account of the Portfolios (including, without limitation, pendency of calls and
maturities of foreign securities and expirations of rights in connection
therewith). With respect to tender or exchange offers, the Custodian shall
transmit promptly to the applicable Fund written information with respect to
materials so received by the Custodian from issuers of the foreign securities
whose tender or exchange is sought or from the party (or its agents) making the
tender or exchange offer. Subject always to Section 15, the Custodian shall not
be liable for any untimely exercise of any tender, exchange or other right or
power in connection with foreign securities or other property of the Portfolios
at any time held by it unless (i) the Custodian or the respective Foreign
Sub-Custodian is in actual possession of such foreign securities or property
and (ii) the Custodian receives Proper Instructions with regard to the exercise
of any such right or power, and both (i) and (ii) occur at least two business
days prior to the date on which the Custodian is to take action to exercise
such right or power. The Custodian shall also transmit promptly to the
applicable Fund all written information received by the Custodian via the
Foreign Sub-Custodians from issuers of the foreign securities being held for
the account of the Portfolios regarding any class action or other litigation in
connection with Portfolio foreign securities or other assets issued outside the
United States and then held, or previously held, during the term of this
Agreement by the Custodian via a Foreign Sub-Custodian for the account of the
Fund for such Portfolio, including, but not limited to, opt-out notices and
proof-of-claim forms. For avoidance of doubt, upon and after the effective date
of any termination of this Agreement, with respect to a Fund or its
Portfolio(s), as may be applicable, the Custodian shall have no responsibility
to so transmit any information under this Section 4.9.
SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement
pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the
extent possible, require the Foreign Sub-Custodian to exercise reasonable care
in the performance of its duties, and to indemnify, and hold harmless, the
Custodian from and against any loss, damage, cost, expense, liability or claim
arising out of or in connection with the Foreign Sub-Custodian's performance of
such obligations.
-17-
At a Fund's election, the Portfolios shall be entitled to be subrogated to the
rights of the Custodian with respect to any claims against a Foreign
Sub-Custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Portfolios have not been made
whole for any such loss, damage, cost, expense, liability or claim.
SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on any Fund, the
Portfolios or the Custodian as custodian of the Portfolios by the tax law of
the United States or of any state or political subdivision thereof. It shall be
the responsibility of each Fund to notify the Custodian of the obligations
imposed on such Fund with respect to the Portfolios or the Custodian as
custodian of the Portfolios by the tax law of countries other than those
mentioned in the above sentence, including responsibility for withholding and
other taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Custodian with regard to
such tax law shall be to use reasonable efforts to assist the Fund with respect
to any claim for exemption or refund under the tax law of countries for which
such Fund has provided such information.
SECTION 4.12. LIABILITY OF CUSTODIAN. The Custodian shall be liable
for the acts or omissions of a Foreign Sub-Custodian to the same extent as set
forth with respect to sub-custodians generally in this Agreement.
SECTION 5. SPECIAL SUB-CUSTODIANS.
Upon receipt of Special Instructions (as such term is defined in Section 7
hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one
or more banks, trust companies or other entities designated in such Special
Instructions to act as a sub-custodian for the purposes of effecting such
transaction(s) as may be designated by a Fund in Special Instructions. Each
such designated sub-custodian is referred to herein as a "SPECIAL
SUB-CUSTODIAN." Each such duly appointed Special Sub-Custodian shall be listed
on Schedule D hereto, as it may be amended from time to time by a Fund, with
the acknowledgment of the Custodian. In connection with the appointment of any
Special Sub-Custodian, and in accordance with Special Instructions, the
Custodian shall enter into a sub-custodian agreement with the Fund and the
Special Sub-Custodian in form and substance approved by such Fund, provided
that such agreement shall in all events comply with the provisions of the 1940
Act and the rules and regulations thereunder and the terms and provisions of
this Agreement.
SECTION 6. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES.
The Custodian shall receive from the distributor of the Shares or from the
Transfer Agent and deposit into the account of the appropriate Portfolio such
payments as are received for Shares thereof issued or sold from time to time by
the applicable Fund. The Custodian will provide timely notification to such
Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by
it of payments for Shares of such Portfolio.
-18-
From such funds as may be available for the purpose, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection with the redemption
or repurchase of Shares, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the
redemption or repurchase of Shares, the Custodian shall honor checks drawn on
the Custodian by a holder of Shares, which checks have been furnished by a 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 such Fund and the Custodian.
SECTION 7. PROPER INSTRUCTIONS AND SPECIAL INSTRUCTIONS.
"PROPER INSTRUCTIONS," which may also be standing instructions, as such term is
used throughout this Agreement shall mean instructions received by the
Custodian from a Fund, a Fund's duly authorized investment manager or
investment adviser, or a person or entity duly authorized by either of them.
Such instructions may be in writing signed by the authorized person or persons
or may be in a tested communication or in a communication utilizing access
codes effected between electro-mechanical or electronic devices or may be by
such other means and utilizing such intermediary systems and utilities as may
be agreed from time to time by the Custodian and the person(s) or entity giving
such instruction, provided that the Fund has followed any security procedures
agreed to from time to time by the applicable Fund and the Custodian including,
but not limited to, the security procedures selected by the Fund via the form
of Funds Transfer Addendum hereto, the terms of which are hereby agreed to.
Oral instructions will be considered Proper Instructions if the Custodian
reasonably believes them to have been given by a person authorized to provide
such instructions with respect to the transaction involved; the Fund shall
cause all oral instructions to be confirmed in writing. For purposes of this
Section, Proper Instructions shall include instructions received by the
Custodian pursuant to any multi-party agreement which requires a segregated
asset account in accordance with Section 2.9 hereof.
"SPECIAL INSTRUCTIONS," as such term is used throughout this Agreement, means
Proper Instructions countersigned or confirmed in writing by the Treasurer or
any Assistant Treasurer of the applicable Fund or any other person designated
in writing by the Treasurer of such Fund, which countersignature or
confirmation shall be (a) included on the same instrument containing the Proper
Instructions or on a separate instrument clearly relating thereto and (b)
delivered by hand, by facsimile transmission, or in such other manner as the
Fund and the Custodian agree in writing.
Concurrently with the execution of this Agreement, and from time to time
thereafter, as appropriate, each Fund shall deliver to the Custodian, duly
certified by such Fund's Treasurer or Assistant Treasurer, a certificate
setting forth: (i) the names, titles, signatures and scope of authority of all
persons authorized to give Proper Instructions or any other notice, request,
direction, instruction, certificate or instrument on behalf of the Fund and
(ii) the names, titles and signatures of those persons authorized to give
Special Instructions. Such certificate may be accepted and relied upon by the
Custodian as conclusive evidence of the facts set forth therein and shall be
considered to be in
-19-
full force and effect until receipt by the Custodian of a similar certificate
to the contrary.
SECTION 8. EVIDENCE OF AUTHORITY.
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the applicable
Fund. The Custodian may receive and accept a copy of a resolution certified by
the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a)
of the authority of any person to act in accordance with such resolution or (b)
of any determination or of any action by the applicable Board as described in
such resolution, and such resolution may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary.
SECTION 9. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.
The Custodian may in its discretion, without express authority from the
applicable Fund on behalf of each applicable Portfolio:
1) Make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement; provided that all such payments shall be accounted for to
the Fund on behalf of the Portfolio;
2) Surrender securities in temporary form for securities in definitive
form;
3) Endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and
4) In general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the applicable Board.
SECTION 10. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME.
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the applicable Board to keep the books of
account of each Portfolio and/or compute the net asset value per Share of the
outstanding Shares or, if directed in writing to do so by a Fund on behalf of a
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 Prospectus 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. Each Fund acknowledges and agrees that, with respect to
investments maintained with the Underlying Transfer Agent, the Underlying
Transfer Agent is the sole source of information on
-20-
the number of shares of a fund held by it on behalf of a Portfolio and that the
Custodian has the right to rely on holdings information furnished by the
Underlying Transfer Agent to the Custodian in performing its duties under this
Agreement, including without limitation, the duties set forth in this Section
10 and in Section 11 hereof; provided, however, that the Custodian shall be
obligated to reconcile information as to purchases and sales of Underlying
Shares contained in trade instructions and confirmations received by the
Custodian and to report promptly any discrepancies to the Underlying Transfer
Agent. The calculations of the net asset value per Share and the daily income
of each Portfolio shall be made at the time or times described from time to
time in the Prospectus. Each Fund acknowledges that, in keeping the books of
account of the Portfolio and/or making the calculations described herein with
respect to Portfolio property released and delivered pursuant to Section
2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is
authorized and instructed to rely upon information provided to it by the Fund,
the Fund's counterparty(ies), or the agents of either of them.
SECTION 11. RECORDS.
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Agreement in such
manner as will meet the obligations of each Fund under the 1940 Act, with
particular attention to section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of such Fund and employees and
agents of the SEC. The Custodian shall, at a 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. Each Fund acknowledges that,
in creating and maintaining the records as set forth herein with respect to
Portfolio property released and delivered pursuant to Section 2.2(14), or
purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and
instructed to rely upon information provided to it by the Fund, the Fund's
counterparty(ies), or the agents of either of them.
SECTION 12. OPINION OF FUND'S INDEPENDENT ACCOUNTANT.
The Custodian shall take all reasonable action, as a Fund with respect to a
Portfolio may from time to time request, to obtain from year to year favorable
opinions from the Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Form N-1A or Form
N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with
respect to any other requirements thereof.
SECTION 13. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS.
The Custodian shall provide the applicable Fund, on behalf of each of the
Portfolios at such times as such Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures
-21-
contracts and options on futures contracts, including securities deposited
and/or maintained in a U.S. Securities System or a Foreign Securities System
(either, a "SECURITIES SYSTEM"), relating to the services provided by the
Custodian under this Agreement; such reports, shall be of sufficient scope and
in sufficient detail, as may reasonably be required by the Fund to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so
state.
SECTION 14. COMPENSATION OF CUSTODIAN.
The Custodian shall be entitled to reasonable compensation for its services and
expenses as Custodian, as agreed upon from time to time between each Fund on
behalf of each applicable Portfolio and the Custodian.
SECTION 15. RESPONSIBILITY OF CUSTODIAN.
So long as and to the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement and shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably believed
by it to be genuine and to be signed by the proper party or parties, including
any futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement, but shall be
indemnified by and shall be without liability to any Fund for any action taken
or omitted by it in good faith without negligence, willful misconduct, bad
faith or fraud, including, without limitation, acting in accordance with any
Proper Instruction. It shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for 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 without liability to any Fund or Portfolio for any loss,
liability, claim or expense resulting from or caused by anything that is part
of Country Risk (as defined in Section 3 hereof), including without limitation
nationalization, expropriation, currency restrictions, insolvency of a Foreign
Sub-custodian, acts of war, revolution, riots or terrorism.
Except as may arise from the Custodian's own negligence, willful misconduct,
bad faith or fraud or the negligence, bad faith, fraud or willful misconduct of
a sub-custodian or agent, the Custodian shall be without liability to any Fund
for any loss, liability, claim or expense resulting from or caused by; (i)
events or circumstances beyond the reasonable control of the Custodian or any
sub-custodian or Securities System or any agent or nominee of any of the
foregoing, including, without limitation, the interruption, suspension or
restriction of trading on or the closure of any securities market, power or
other mechanical or technological failures or interruptions, computer viruses
or communications disruptions, work stoppages, natural disasters, or other
similar events or acts; (ii) errors by any Fund or its duly authorized
investment manager or investment adviser in their instructions to the Custodian
provided such instructions have been in accordance with this Agreement; (iii)
the insolvency of or acts or omissions by a Securities System; (iv) any act or
omission of a Special Sub-Custodian including, without limitation, reliance on
reports prepared by a
-22-
Special Sub-Custodian; (v) any delay or failure of any broker, agent or
intermediary, central bank or other commercially prevalent payment or clearing
system to deliver to the Custodian's sub-custodian or agent securities
purchased or in the remittance or payment made in connection with securities
sold; (vi) any delay or failure of any company, corporation, or other body in
charge of registering or transferring securities in the name of the Custodian,
any Fund, the Custodian's sub-custodians, nominees or agents or any
consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vii) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security
or Securities System; (viii) any provision of any present or future law or
regulation or order of the United States of America, or any state thereof, or
any other country, or political subdivision thereof or of any court of
competent jurisdiction; and (ix) the maintenance of Underlying Shares with an
Underlying Transfer Agent. The Custodian shall be liable for the acts or
omissions of a Foreign Sub-Custodian to the same extent as set forth with
respect to sub-custodians generally in this Agreement.
If a Fund on behalf of a Portfolio requires the Custodian to take any action
with respect to securities, which action involves the payment of money or which
action may, in the opinion of the Custodian, result in the Custodian or its
nominee assigned to the Fund or the Portfolio being liable for the payment of
money or incurring liability of some other form, such Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.
If the Custodian, its affiliates, subsidiaries or agents advances cash or
securities to the Fund for any purpose (including but not limited to securities
settlements, foreign exchange contracts and assumed settlement), or in the
event that the Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection with the
performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act, bad faith, fraud or
willful misconduct, or if a Fund fails to compensate the Custodian pursuant to
Section 14 hereof, any property at any time held for the account of the
applicable Portfolio shall be security therefor and should the Fund fail to pay
or reimburse 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 payment or reimbursement. The Custodian may at any time
decline to follow Proper Instructions to deliver out to the Fund cash or
securities if the Custodian determines in its reasonable discretion that, after
giving effect to the Proper Instructions, the cash or securities remaining will
not have sufficient value fully to secure the Fund's payment or reimbursement
obligations, whether contingent or otherwise.
In the event of equipment failure, work stoppage, governmental action,
communication disruption or other impossibility of performance beyond the
Custodian's control, the Custodian shall take reasonable steps to minimize
service interruptions. The Custodian shall enter into and shall maintain in
effect, at all times during the term of this Agreement, with appropriate
parties one or more agreements making reasonable provision for (i) periodic
back-up of the computer files and data with respect to the Funds; and (ii)
emergency use of electronic data processing equipment to provide services under
this Agreement.
-23-
In no event shall the Custodian be liable for indirect, special or
consequential damages.
SECTION 16. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.
This Agreement shall remain in full force and effect for an initial term ending
three (3) years from the date hereof (the "INITIAL TERM"). After the expiration
of the Initial Term, this Agreement shall automatically renew for successive
one-year terms (each, a "RENEWAL TERM") unless a written notice of non-renewal
is delivered by the non-renewing party no later than ninety (90) days prior to
the expiration of the Initial Term or any Renewal Term, as the case may be.
During the Initial Term and thereafter, either party may terminate this
Agreement: (i) in the event of the other party's material breach of a material
provision of this Agreement that the other party has either (a) failed to cure
or (b) failed to establish a remedial plan to cure that is reasonably
acceptable, within 60 days' written notice of such breach, or (ii) in the event
of the appointment of a conservator or receiver for the other party or upon the
happening of a like event to the other party at the direction of an appropriate
agency or court of competent jurisdiction. Additionally, any Fund may terminate
this Agreement solely with respect to such Fund, on ninety days written notice
to the Custodian, if the Fund determines in its reasonable discretion that a
successor custodian would be in the best interests of such Fund and its
shareholders. Upon termination of this Agreement pursuant to this paragraph
with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian
its compensation due and owing, and shall reimburse Custodian for its costs,
expenses and disbursements.
In the event of: (i) any Fund's termination of this Agreement with respect to
such Fund or its Portfolio(s) for any reason other than as set forth in the
immediately preceding paragraph or (ii) a transaction not in the ordinary
course of business pursuant to which the Custodian is not retained to continue
providing services hereunder to a Fund or Portfolio (or its respective
successor), the applicable Fund shall pay the Custodian its compensation due
through the end of the then-current term (based upon the average monthly
compensation previously earned by Custodian with respect to such Fund or
Portfolio) and shall reimburse the Custodian for its costs, expenses and
disbursements. Upon receipt of such payment and reimbursement, the Custodian
will deliver such Fund's or Portfolio's securities and cash as set forth
hereinbelow. For the avoidance of doubt, no payment will be required pursuant
to clause (ii) of this paragraph in the event of any transaction such as (a)
the liquidation or dissolution of a fund or Portfolio and distribution of such
Fund's or Portfolio's assets as a result of the Board's determination in its
reasonable business judgment that the Fund or Portfolio is no longer viable (b)
a merger of a Fund or Portfolio into, or the consolidation of a Fund or
Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all,
or substantially all, of its assets to another entity, in each of (b) and (c)
where the Custodian is retained to continue providing services to such Fund or
Portfolio (or its respective successor) on substantially the same terms as this
Agreement.
Termination of this Agreement with respect to any one particular Fund or
Portfolio shall in no way affect the rights and duties under this Agreement
with respect to any other Fund or Portfolio. The provisions of Sections 4.11,
14 and 15 of this Agreement shall survive termination of this Agreement for any
reason.
-24-
This Agreement may be amended at any time in writing by mutual agreement of the
parties hereto.
SECTION 17. SUCCESSOR CUSTODIAN.
If a successor custodian for one or more Portfolios shall be appointed by the
applicable Board, the Custodian shall, upon termination and receipt of Proper
Instructions, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in
a Securities System or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like
manner, upon receipt of Proper Instructions, deliver at the office of the
Custodian and transfer such securities, funds and other properties in
accordance with such resolution.
In the event that no Proper Instructions designating a successor custodian or
alternative arrangements shall have been delivered to the Custodian on or
before the date when such termination shall become effective, then the
Custodian shall have the right to deliver to a bank or trust company, which is
a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts or
New York, New York, of its own selection, having an aggregate capital, surplus,
and undivided profits, as shown by its last published report, of not less than
$25,000,000, all securities, funds and other properties held by the Custodian
on behalf of each applicable Portfolio and all instruments held by the
Custodian relative thereto and all other property held by it under this
Agreement on behalf of each applicable Portfolio, and to transfer to an account
of such successor custodian all of the securities of each such Portfolio held
in any Securities System or at the Underlying Transfer Agent. Thereafter, such
bank or trust company shall be the successor of the Custodian under this
Agreement.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of any Fund to provide Proper Instructions as aforesaid, the Custodian
shall be entitled to fair compensation for its services during such period as
the Custodian retains possession of such securities, funds and other properties
and the provisions of this Agreement relating to the duties and obligations of
the Custodian shall remain in full force and effect.
SECTION 18. GENERAL.
SECTION 18.1 MASSACHUSETTS LAW TO APPLY. This Agreement shall be
construed and the provisions thereof interpreted under and in accordance with
laws of The Commonwealth of Massachusetts.
-25-
SECTION 18.2 PRIOR AGREEMENTS. This Agreement supersedes and
terminates, as of the date hereof, all prior Agreements between each Fund on
behalf of each of the Portfolios and the Custodian relating to the custody of
such Fund's assets.
SECTION 18.3 ASSIGNMENT. This Agreement may not be assigned by (a)
any Fund without the written consent of the Custodian or (b) by the Custodian
without the written consent of each applicable Fund.
SECTION 18.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection
with the operation of this Agreement, the Custodian and each 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 Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement.
Any such interpretive or additional provisions shall be in a writing signed by
all 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 a Fund's Governing Documents. No interpretive
or additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Agreement.
SECTION 18.5 ADDITIONAL FUNDS. In the event that any management
investment company in addition to those listed on Appendix A hereto 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 management investment company shall
become a Fund hereunder and be bound by all terms and conditions and provisions
hereof including, without limitation, the representations and warranties set
forth in Section 18.7 below.
SECTION 18.6 ADDITIONAL PORTFOLIOS. In the event that any Fund
establishes one or more series of Shares in addition to those set forth on
Appendix A hereto 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.
SECTION 18.7 THE PARTIES. All references herein to the "Fund" are
to each of the management investment companies listed on Appendix A hereto, and
each management investment company made subject to this Agreement in accordance
with Section 18.5 above, individually, as if this Agreement were between such
individual Fund and the Custodian. In the case of a series corporation, trust
or other entity, all references herein to the "Portfolio" are to the individual
series or portfolio of such corporation, trust or other entity, or to such
corporation, trust or other entity on behalf of the individual series or
portfolio, as appropriate. Any reference in this Agreement to "the parties"
shall mean the Custodian and such other individual Fund as to which the matter
pertains. Each Fund hereby represents and warrants that (a) it is duly
incorporated or organized and is validly existing in good standing in its
jurisdiction of incorporation or organization; (b) it has the requisite power
and authority under applicable law and its Governing Documents to enter into
and perform this Agreement; (c) all requisite proceedings have been taken to
authorize it to enter into and perform this Agreement; (d) this Agreement
constitutes its legal, valid, binding and enforceable
-26-
agreement; and (e) its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or obligation of the
Fund or any law or regulation applicable to it.
SECTION 18.8 REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each
Fund agree to be bound by the terms of the Remote Access Services Addendum
hereto.
SECTION 18.9 NOTICES. Any notice, instruction or other instrument
required to be given hereunder may be delivered in person to the offices of the
parties as set forth herein during normal business hours or delivered prepaid
registered mail or by telex, cable or telecopy to the parties at the following
addresses or such other addresses as may be notified by any party from time to
time.
To any Fund: THE KP FUNDS
c/o SEI Investments
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
To the Custodian: STATE STREET BANK AND TRUST COMPANY
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx XX 00000
Attention: Xxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Such notice, instruction or other instrument shall be deemed to have been
served in the case of a registered letter at the expiration of five business
days after posting, in the case of cable twenty-four hours after dispatch and,
in the case of telex, immediately on dispatch and if delivered outside normal
business hours it shall be deemed to have been received at the next time after
delivery when normal business hours commence and in the case of cable, telex or
telecopy on the business day after the receipt thereof. Evidence that the
notice was properly addressed, stamped and put into the post shall be
conclusive evidence of posting.
SECTION 18.10 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute one and the same Agreement.
SECTION 18.11 SEVERABILITY. If any provision or provisions of this
Agreement shall be held to be invalid, unlawful or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
SECTION 18.12 CONFIDENTIALITY. The parties hereto agree that each
shall treat confidentially all information provided by each party to the other
party regarding its business and operations. All confidential information
provided by a party hereto shall be used by any other party
-27-
hereto solely for the purpose of rendering or receiving services pursuant to
this Agreement and, except as may be required in carrying out this Agreement,
shall not be disclosed to any third party. The foregoing shall not be
applicable to any information (i) that is publicly available when provided or
thereafter becomes publicly available, other than through a breach of this
Agreement, (ii) that is independently derived by any party hereto without the
use of any information provided by the other party hereto in connection with
this Agreement, (iii) that is required in any legal or regulatory proceeding,
investigation, audit, examination, subpoena, civil investigative demand or
other similar process, or by operation of law or regulation, or (iv) where the
party seeking to disclose has received the prior written consent of the party
providing the information, which consent shall not be unreasonably withheld.
Notwithstanding anything herein to the contrary, the Custodian and its
affiliates may report and use nonpublic portfolio holdings information of its
clients, including a Fund or Portfolio, on an aggregated basis with all or
substantially all other client information and without specific reference to
any Fund or Portfolio.
SECTION 18.13 REPRODUCTION OF DOCUMENTS. This Agreement and all
schedules, addenda, exhibits, appendices, attachments and amendments hereto may
be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties hereto all/each
agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not
the original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
SECTION 18.14 REGULATION GG. Each Fund hereby represents and warrants
that it does not engage in an "Internet gambling business," as such term is
defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233)
("REGULATION GG"). Each Fund hereby covenants and agrees that it shall not
engage in an Internet gambling business. In accordance with Regulation GG, each
Fund is hereby notified that "restricted transactions," as such term is defined
in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the
Custodian pursuant to this Agreement or otherwise between or among any party
hereto.
SECTION 18.15 DATA PRIVACY. The Custodian will implement and
maintain a written information security program that contains appropriate
security measures to safeguard the personal information of the Funds'
shareholders, employees, directors and/or officers that the Custodian receives,
stores, maintains, processes or otherwise accesses in connection with the
provision of services hereunder. For these purposes, "personal information"
shall mean (i) an individual's name (first initial and last name or first name
and last name), address or telephone number PLUS (a) social security number,
(b) drivers license number, (c) state identification card number, (d) debit or
credit card number, (e) financial account number or (f) personal identification
number or password that would permit access to a person's account or (ii) any
combination of the foregoing that would allow a person to log onto or access an
individual's account. Notwithstanding the foregoing "personal information"
shall not include information that is lawfully obtained from publicly available
information, or from federal, state or local government records lawfully made
available to the general public.
-28-
SECTION 18.16 LOAN SERVICES ADDENDUM. In the event the Fund directs
Custodian in writing to perform loan services, Custodian and the Fund hereby
agree to be bound by the terms of the Loan Services Addendum attached hereto
and the Fund shall reimburse Custodian for its fees and expenses related
thereto as agreed upon from time to time in writing by the Fund and Custodian.
SECTION 18.17 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2
requires banks which hold securities for the account of customers to respond to
requests by issuers of securities for the names, addresses and holdings of
beneficial owners of securities of that issuer held by the bank unless the
beneficial owner has expressly objected to disclosure of this information. In
order to comply with the rule, the Custodian needs each Fund to indicate
whether it authorizes the Custodian to provide such Fund's name, address, and
share position to requesting companies whose securities the Fund owns. If a
Fund tells the Custodian "no," the Custodian will not provide this information
to requesting companies. If a Fund tells the Custodian "yes" or does not check
either "yes" or "no" below, the Custodian is required by the rule to treat the
Fund as consenting to disclosure of this information for all securities owned
by the Fund or any funds or accounts established by the Fund. For a Fund's
protection, the Rule prohibits the requesting company from using the Fund's
name and address for any purpose other than corporate communications. Please
indicate below whether the Fund consents or objects by checking one of the
alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name, address, and
share positions.
NO [X] The Custodian is not authorized to release the Fund's name, address,
and share positions.
-29-
EXECUTION VERSION
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative under
seal as of the date first above-written.
EACH OF THE ENTITIES
SET FORTH ON APPENDIX A HERETO
By: ________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:________________________________
Xxxxxxx X. Xxxxxx
Executive Vice President
MASTER CUSTODIAN AGREEMENT
EXECUTION VERSION
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
THE KP FUNDS
KP Large Cap Equity Fund
KP Small Cap Equity Fund
KP International Equity Fund
KP Fixed Income Fund
KP Retirement Path 2015 Fund
KP Retirement Path 2020 Fund
KP Retirement Path 2025 Fund
KP Retirement Path 2030 Fund
KP Retirement Path 2035 Fund
KP Retirement Path 2040 Fund
KP Retirement Path 2045 Fund
KP Retirement Path 2050 Fund
KP Retirement Path 2055 Fund
KP Retirement Path 2060 Fund
EXECUTION VERSION
SCHEDULE D
TO
MASTER CUSTODIAN AGREEMENT
SPECIAL SUB-CUSTODIANS
None
D-1
