Exhibit (g)(2)
FORM OF AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
This Amendment to the Custody and Investment Accounting Agreement is made
as of _____________, 2001 by and between State Street Bank and Trust Company
("State Street"), PIMCO Funds: Pacific Investment Management Series and PIMCO
Funds: Multi-Manager Series (each sometimes referred to as a "Fund" and,
collectively, the "Funds"), and Pacific Investment Management Company ("PIMCO"),
acting as administrator or sub-administrator for each Fund. Capitalized terms
used in this Amendment without definition shall have the respective meanings
given to such terms in the Contract referred to below.
WHEREAS, the Funds, PIMCO and State Street entered into a Custody and
Investment Accounting Agreement dated as of January 1, 2000 (the "Contract");
and
WHEREAS, the Funds are authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets, and the Fund has made each such series subject to the Contract
(each such series, together with all other series subsequently established by a
Fund and made subject to the Contract in accordance with the terms thereof,
shall be referred to as a "Portfolio", and, collectively, the "Portfolios"); and
WHEREAS, the Funds, PIMCO and State Street desire to amend certain
provisions of the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") and
the adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Funds, PIMCO and State Street desire to amend and restate
certain other provisions of the Contract relating to the custody of assets of
each of the Portfolios held outside of the United States.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Contract, pursuant to the terms thereof, as follows:
I. Section 3, Paragraph Q of the Contract is hereby deleted.
II. New Section 3, Paragraph Q of the Contract is hereby added, as of the
effective date of this Amendment, as set forth below.
3.Q. Provisions Relating to Rule 17f-5
---------------------------------
3.Q.1. Definitions. Capitalized terms in this Amendment shall have the
following meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
1
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5 (as such term may be interpreted or modified by appropriate action of the
U.S. Securities and Exchange Commission (the "SEC")).
"Eligible Securities Depository" has the meaning set forth in section (b)(1) of
Rule 17f-7 (as such term may be interpreted or modified by appropriate action
of the SEC).
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States, and any
cash and cash equivalents that 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 (as such term may be interpreted or modified by appropriate action of the
SEC).
3.Q.2. Delegation to State Street as Foreign Custody Manager. Each Fund, by
-----------------------------------------------------
resolution adopted by its Board of Trustees (each a "Board"), hereby delegates
to State Street, subject to Section (b) of Rule 17f-5, the responsibilities set
forth in this Section 3.Q. with respect to Foreign Assets of the Portfolios of
such Fund held outside the United States, and State Street hereby accepts such
delegation as Foreign Custody Manager with respect to the Portfolios.
3.Q.3. Countries Covered. The Foreign Custody Manager shall be responsible
-----------------
for performing the delegated responsibilities defined below only with respect to
the countries and custody arrangements for each such country listed on Schedule
A to this Contract, which list of countries may be amended from time to time by
the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody
Manager shall list on Schedule A the Eligible Foreign Custodians selected by the
Foreign Custody Manager to maintain the assets of the Portfolios, which list of
Eligible Foreign Custodians may be amended from time to time in the sole
discretion of the Foreign Custody Manager. The Foreign Custody Manager will
provide amended versions of Schedule A in accordance with Section 3.Q.6 hereof.
Upon the receipt by the Foreign Custody Manager of Instructions to open an
account or to place or maintain Foreign Assets in a country listed on Schedule
A, and the fulfillment by the Fund, on behalf of its Portfolios, of the
applicable account opening requirements for such country, the Foreign Custody
Manager shall be deemed to have been delegated by the applicable Board on behalf
of its Portfolios responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Execution of this Amendment by a
Fund shall be deemed to be an Instruction to open an account, or to place or
maintain Foreign Assets, of each Portfolio of the Fund in each country listed on
Schedule A in which State Street has previously placed or currently maintains
Foreign Assets pursuant to the terms of the Contract. Following the receipt of
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 such Board on behalf of such
Portfolios to State Street as Foreign Custody Manager for that country shall be
deemed to have been withdrawn and State Street shall immediately cease to be the
Foreign Custody Manager of the Portfolios with respect to that country.
2
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to a
Fund. Sixty days (or such longer period to which the parties agree in writing)
after receipt of any such notice by the Fund, State Street shall have no further
responsibility in its capacity as Foreign Custody Manager to that Fund with
respect to the country as to which State Street's acceptance of delegation is
withdrawn.
3.Q.4. Scope of Delegated Responsibilities:
-----------------------------------
(a) Selection of Eligible Foreign Custodians. Subject to the provisions
----------------------------------------
of Section 3.Q., the Foreign Custody Manager may place and maintain the Foreign
Assets in the care of the Eligible Foreign Custodian selected by the Foreign
Custody Manager in each country listed on 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 relevant
market, after considering all factors relevant to the safekeeping of such
assets, including without limitation, the factors specified in Rule 17f-5(c)(l),
as amended from time to time.
(b) Contracts With Eligible Foreign Custodians. The Foreign Custody
------------------------------------------
Manager shall determine that each arrangement with an Eligible Foreign Custodian
is governed by a written contract and that such contract will satisfy the
requirements of Rule 17f-5(c)(2), as amended from time to time.
(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 have established a
system to monitor (i) the appropriateness of maintaining the Foreign Assets with
such Eligible Foreign Custodian and (ii) the performance of the contract
governing the custody arrangements established by the Foreign Custody Manager
with the Eligible Foreign Custodian under Rule 17f-5(c)(2). In the event the
Foreign Custody Manager determines that the custody arrangements with an
Eligible Foreign Custodian it has selected are no longer appropriate or no
longer meet the requirements of Rule 17f-5, the Foreign Custody Manager shall
notify the applicable Board in accordance with Section 3.Q.6 hereunder and State
Street shall, upon Instruction, assist the Portfolios in withdrawing their
assets from such Eligible Foreign Custodian as soon as reasonably practicable.
3.Q.5. Guidelines for the Exercise of Delegated Authority. For purposes of
--------------------------------------------------
this Section 3.Q, the Board, or at its delegation the Fund's investment adviser,
shall be deemed to have considered and determined to accept such Country Risk as
is incurred by placing and maintaining the Foreign Assets in each country for
which State Street is serving as Foreign Custody Manager of the Portfolios.
3.Q.6. Reporting Requirements. The Foreign Custody Manager shall report the
----------------------
withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign Custodian by
providing to the applicable 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 quarterly reports notifying the Board
of
3
any other material change in the foreign custody arrangements of the Portfolios
described in this Section 3.Q after the occurrence of the material change.
3.Q.7. Standard of Care as Foreign Custody Manager of a Portfolio. In
----------------------------------------------------------
performing the responsibilities delegated to it hereunder, the Foreign Custody
Manager agrees to exercise reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of a Portfolio's Foreign Assets
would exercise.
3.Q.8. Representations with Respect to Rule 17f-5. The Foreign Custody
------------------------------------------
Manager represents to the Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5 and is otherwise eligible to serve as a Foreign Custody
Manager under Rule 17f-5. Each Fund represents to State Street that its Board
has determined that it is reasonable for the Board to rely on State Street to
perform the responsibilities delegated pursuant to this Contract to State Street
as the Foreign Custody Manager of the Fund's Portfolios.
3.Q.9. Effective Date and Termination of State Street as Foreign Custody
-----------------------------------------------------------------
Manager. Each Board's delegation to State Street as Foreign Custody Manager of
-------
the Fund's applicable 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 of
State Street as Foreign Custody Manager will become effective thirty (30) days
after receipt by the non-terminating party of such notice. The provisions of
Section 3.Q.3 hereof shall govern the delegation to and termination of State
Street as Foreign Custody Manager of the Portfolios with respect to designated
countries.
3.Q.1O. Analysis and Monitoring Under Rule 00x-0. Xxxxx Xxxxxx shall (a)
----------------------------------------
provide each Fund (or its duly-authorized investment manager or investment
adviser) with an analysis of the custody risks associated with maintaining
assets with the Eligible Securities Depositories set forth on Schedule B hereto,
as amended from time to time, in accordance with section (a)(1)(i)(A) of Rule
17f-7, as amended from time to time, and (b) monitor such risks on a continuing
basis, and promptly notify the Fund (or its duly-authorized investment manager
or investment adviser) of any material change in such risks, in accordance with
section (a)(I)(i)(B) of Rule 17f-7, as amended from time to time.
3.Q.11. Standard of Care Under Rule 00x-0. Xxxxx Xxxxxx agrees to exercise
---------------------------------
reasonable care, prudence and diligence in performing the requirements and
duties set forth in Section 3.Q.l0.
3.Q.12. Eligible Securities Depositories. State Street has made the
--------------------------------
determination that each depository institution listed on Schedule B hereto is an
"Eligible Securities Depository" as defined in section (b)(1) of Rule 00x-0.
Xxxxx Xxxxxx shall promptly inform the Funds if it becomes aware that any of the
factors set forth in section (b)(1) of Rule 17f-7 no long apply to a depository
institution listed on Schedule B hereto, as such factors may be interpreted or
modified by appropriate action of the SEC from time to time, i.e., such
depository institution no longer: (i) acts as or operates a system for the
central handling of securities or equivalent book-entries in the country where
it is incorporated, or acts as a transnational system for the central handling
of securities or equivalent book-entries, (ii) is regulated by a foreign
financial regulatory authority as defined under Section 2(a)(50) of the
Investment Company Act, (iii) holds assets for the
4
custodian that participates in the system on behalf of a Fund under safekeeping
conditions no less favorable than the conditions that apply to other
participants, (iv) maintains records that identify the assets of each
participant and segregates the system's own assets from the assets of
participants, (v) provides periodic reports to its participants with respect to
its safekeeping of assets, including notices of transfer to or from any
participant's account, or (vi) is subject to periodic examination by regulatory
authorities or independent accountants.
III. New Section 3, Paragraph Y of the Contract is hereby added, as of the
effective date of this Amendment, as set forth below.
3.Y. Provisions Relating to Custody of Assets Held Outside the United States
-----------------------------------------------------------------------
3.Y.1. Definitions. Capitalized terms in this Section 3.Y. shall have the
-----------
following meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian hereunder.
3.Y.2. Holding Securities. State Street shall identify on its books as
------------------
belonging to each Portfolio the foreign securities held of such Portfolio placed
with and maintained by each Foreign Sub-Custodian or Foreign Securities System.
State Street may hold foreign securities for all of its customers, including the
Portfolios, with any Foreign Sub-Custodian in an account that is identified as
belonging to State Street for the benefit of its customers, provided however,
that (i) the records of State Street with respect to foreign securities of a
Portfolio which are maintained in such account shall identify those securities
as belonging to that Portfolio and (ii), to the extent permitted by law in the
market in which the account is maintained, State Street shall require that
securities so held by the Foreign Sub-Custodian be held separately from any
assets of such Foreign Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
3.Y.3. Foreign Securities Systems. Foreign securities shall be maintained
--------------------------
in a Foreign Securities System in a designated country through arrangements
implemented by State Street or a Foreign Sub-Custodian, as applicable, in such
country.
3.Y.4. Transactions in Foreign Custody Account.
---------------------------------------
3.Y.4.1. Delivery of Foreign Assets. State Street or a Foreign
--------------------------
Sub-Custodian shall release and deliver foreign securities of the
Portfolios held by State Street or such Foreign Sub-Custodian, or in a
Foreign Securities System account, only upon receipt of 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
5
receiving later payment; or (B) in the case of a sale effected
through a Foreign Securities System, in accordance with the rules
governing the operation of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other similar
offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign securities are
called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name of
State Street (or the name of the respective Foreign Sub-Custodian or
of any nominee of State Street or such Foreign Sub-Custodian) or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units;
(vi) to brokers, clearing banks or other clearing agents for examination
or trade execution in accordance with market custom; provided that
in any such case the Foreign Sub-Custodian shall have no
responsibility or liability for any loss arising from the delivery
of such securities prior to receiving payment for such securities
except as may arise from the Foreign Sub-Custodian's own negligence,
bad faith 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 the
Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Instructions
specifying the foreign securities to be delivered and naming the
person or persons to whom delivery of such securities shall be made.
6
3.Y.4.2. Payment of Portfolio Monies. Upon receipt of Instructions, which may be
---------------------------
continuing instructions when deemed appropriate by the parties, State Street
shall pay out, or direct the respective Foreign Sub-Custodian or the respective
Foreign Securities System to pay out, monies of a Portfolio in the following
cases only:
(i) upon the purchase of foreign securities for the Portfolio, unless
otherwise directed by Instructions, by (A) delivering money to the seller
thereof or to a dealer therefor (or an agent for such seller or dealer)
against expectation of receiving later delivery of such foreign
securities; or (B) in the case of a purchase effected through a Foreign
Securities System, in accordance with the rules governing the operation
of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of foreign
securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio, including
but not limited to the following payments: interest, taxes, investment
advisory fees, transfer agency fees, fees under this Contract, legal
fees, accounting fees, and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed with or
through State Street or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts, including
delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in respect of
securities sold short;
(vii) in connection with the borrowing or lending of foreign securities; and
(viii) for any other purpose, but only upon receipt of Instructions specifying
the amount of such payment and naming the person or persons to whom such
payment is to be made.
3.Y.4.3. Market Conditions. Notwithstanding any provision of this Contract to
-----------------
the contrary, settlement and payment for Foreign Assets received for the account
of the Portfolios and delivery of Foreign Assets maintained for the account of
the Portfolios may be effected in accordance with the customary established
securities trading or processing practices and procedures in the country or
market in which the transaction occurs, including, without limitation,
delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or
an agent for such purchaser or dealer) with the expectation of receiving later
payment for such Foreign Assets from such purchaser or dealer.
State Street shall provide to each Board the information described on Schedule C
hereto with respect to custody and settlement practices in countries in which
State Street employs a
7
Foreign Sub-Custodian or uses a Foreign Securities System at the time or
times set forth on such Schedule. State Street may revise Schedule C from
time to time, provided that no such revision shall result in the Board
being provided with substantively less information than had been previously
provided hereunder.
3.Y.5. Registration of Foreign Securities. A Portfolio's foreign securities
----------------------------------
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of such Portfolio or in the name of
State Street or in the name of any Foreign Sub-Custodian or in the name of any
nominee of the foregoing (provided, however, that such registration indicates
such foreign securities as having been held for the benefit of customers and
not, in any event, for the benefit of State Street or a Foreign Sub-Custodian or
any nominee thereof), 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. State Street or a Foreign Sub-Custodian shall not be
obligated to accept securities on behalf of a Portfolio under the terms of this
Contract unless the form of such securities and the manner in which they are
delivered are in accordance with reasonable market practice.
3.Y.6. Bank Accounts. State Street shall identify on its books as belonging
-------------
to a Portfolio cash (including cash denominated in foreign currencies) deposited
with State Street. Where State Street is unable to maintain, or market practice
does not facilitate the maintenance of, cash on the books of State Street, a
bank account or bank accounts shall be opened and maintained outside the United
States on behalf of such Portfolio with a Foreign Sub-Custodian. All accounts
referred to in this Section shall be subject only to draft or order by State
Street (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the
terms of this Agreement to hold cash received by or from or for the account of
the Portfolio. Cash maintained on the books of State Street (including its
branches, subsidiaries and affiliates), regardless of currency denomination, is
maintained in bank accounts established under, and subject to the laws of, The
Commonwealth of Massachusetts.
3.Y.7. Collection of Income. State Street shall use reasonable commercial
--------------------
efforts to collect all income and other payments with respect to the Foreign
Assets held hereunder to which any Portfolio 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 applicable Fund
and State Street shall consult as to such measures and as to the compensation
and expenses of State Street relating to such measures.
3.Y.8. Shareholder Rights. With respect to the foreign securities held
------------------
pursuant to this Agreement, State Street will use reasonable commercial efforts
to facilitate the exercise of voting and other shareholder rights, subject
always to the laws, regulations and practical constraints that may exist in the
country where such securities are issued. Each Fund acknowledges that local
conditions, including lack of regulation, onerous procedural obligations, lack
of notice and other factors may have the effect of severely limiting the ability
of the Fund to exercise shareholder rights.
3.Y.9. Communications Relating to Foreign Securities. State Street shall
---------------------------------------------
transmit promptly to each Fund written information with respect to materials
received by State Street via the Foreign Sub-Custodians from issuers of the
foreign securities being held for the account of the Fund's Portfolios
(including, without limitation, pendency of calls and maturities of foreign
8
securities and expirations of rights in connection therewith). With respect to
tender or exchange offers, State Street shall transmit promptly to each Fund
written information with respect to materials so received by State Street from
issuers of the foreign securities whose tender or exchange is sought or from the
party (or its agents) making the tender or exchange offer. Absent State Street's
negligence, misfeasance or misconduct, State Street shall not be liable for any
untimely exercise of any tender, exchange or other right or power in connection
with foreign securities or other property of the Portfolios at any time held by
it unless (i) State Street or the respective Foreign Sub-Custodian is in actual
possession of such foreign securities or property and (ii) State Street receives
Instructions with regard to the exercise of any such right or power, and both
(i) and (ii) occur at least three business days prior to the date on which State
Street is to take action to exercise such right or power.
3.Y.1O. Liability of Foreign Sub-Custodians. Each agreement pursuant to
-----------------------------------
which State Street employs a Foreign Sub-Custodian shall, to the extent
possible, require the Foreign Sub-Custodian to exercise reasonable care in the
performance of its duties, and to indemnify, and hold harmless, State Street,
and each Fund and Portfolio from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the Foreign
Sub-Custodian's performance of such obligations. At a Fund's election, the
Fund's Portfolios shall be entitled to be subrogated to the rights of State
Street with respect to any claims against a Foreign Sub-Custodian as a
consequence of any such loss, damage, cost, expense, liability or claim if and
to the extent that the Fund and any applicable Portfolios have not been made
whole for any such loss, damage, cost, expense, liability or claim.
3.Y.11. Tax Law. State Street shall have no responsibility or liability for
-------
any obligations now or hereafter imposed on the Fund, the Portfolios or State
Street as custodian of the Portfolios by the tax law of the United States or of
any state or political subdivision thereof unless and to the extent that such
liability or obligation arises due to State Street's negligence, misfeasance or
misconduct. It shall be the responsibility of each Fund to notify State Street
of the obligations imposed on the Fund with respect to its Portfolios or State
Street as custodian of the Portfolios by the tax law of countries other than
those mentioned in the above sentence, including responsibility for withholding
and other taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of State Street with regard to
such tax law shall be to use reasonable efforts to assist the Fund with respect
to any claim for exemption or refund under the tax law of countries for which
the Fund has provided such information.
3.Y.12. Liability of Custodian. Except as may arise from State Street's own
----------------------
negligence, misfeasance or willful misconduct or the negligence, misfeasance or
willful misconduct of a Foreign Sub-Custodian, State Street shall be without
liability to the Fund for any loss, liability, claim or expense to the extent
that such loss, liability, claim or expense results directly from or is caused
directly by Country Risk. State Street shall be liable for the acts or omissions
of a Foreign Sub-Custodian to the same extent as set forth with respect to
sub-custodians generally in the Contract and, regardless of whether assets are
maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities
System, State Street shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism, or any other loss where the
Sub-Custodian has otherwise acted with reasonable care.
9
IV. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If State Street is delegated the responsibilities of Foreign
Custody Manager pursuant to the terms of Section 3, Paragraph Q hereof, in
the event of any conflict between the provisions of Section 3, Paragraph Q
and Section 3, Paragraph Y hereof, the provisions of Section 3, Paragraph Q
shall prevail.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
STATE STREET BANK and TRUST COMPANY
By:
------------------------------------
Name:
Title:
PACIFIC INVESTMENT MANAGEMENT COMPANY, a Limited liability company
By:
------------------------------------
Name:
Title:
PIMCO FUNDS: MULTI-MANAGER SERIES
By:
------------------------------------
Name:
Title:
PIMCO FUNDS: PACIFIC INVESTMENT MANAGEMENT SERIES
By:
------------------------------------
Name:
Title:
10
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen
Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Canada State Street Trust Company Canada
Chile BankBoston, N.A.
People's Republic The Hongkong and Shanghai
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
1
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Ceskoslovenska Obchodnf
Banka, A.S.
Denmark Danske Bank A/S
Ecuador Citibank, N.A.
Egypt Egyptian British Bank S.A.E.
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Hong Kong Standard Chartered Bank
Hungary Citibank Rt.
Iceland Icebank Ltd.
2
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
India Deutsche Bank AG
The Hongkong and Shanghai
Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques
en Cote d' Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant
Bank Ltd.
Japan The Fuji Bank, Limited
The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
Kenya Barclays Bank of Kenya Limited
Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
Latvia A/s Hansabanka
3
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mauritius The Hongkong and Shanghai
Banking Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Basque Commerciale du Maroc
Namibia Standard Bank Namibia Limited
Netherlands Fortis Bank (Nederland) N.Y.
New Zealand ANZ Banking Group (New Zealand) Limited
Nigeria Stanbic Merchant Bank Nigeria Limited
Norway Christiania Bank og Kreditkasse ASA
Oman HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
4
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portugues
Qatar HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow
(as delegate of Credit Suisse
First Boston - Zurich)
Singapore The Development Bank of Singapore Limited
Slovak Republic Ceskoslovenska ObchodnI Banka, A.S.
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka The Hongkong and Shanghai
Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
5
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Intemationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Kingdom State Street Bank and Trust Company,
London Branch
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
6
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Argentina Caja de Yalores S.A.
Australia Austraclear Limited
Reserve Bank Information and
Transfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots et
de Virements de Titres, S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia (SELIC)
Central de Custodia e de Liquidacao Financeira de
Titulos Privados (CETIP)
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Yalores S.A.
People's Republic Shanghai Securities Central Clearing &
of China Registration Corporation
Shenzhen Securities Central Clearing Co., Ltd.
Colombia Deposito Centralizado de Valores
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen (Danish Securities Center)
Egypt Misr for Clearing, Settlement, and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities Depository
France Societe Interprofessionnelle pour Ia Compensation
des Valeurs Mobilieres
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Apothetirion Titlon AE - Central Securities Depository
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Unit
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER)
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central-- Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center (JASDEC)
Bank of Japan Net System
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon
and the Middle East (Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and Safekeeping
System
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL
(Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities
Depository Limited
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central
Securities Depository)
Oman Muscat Depository & Securities
Registration Company, SAOC
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a department
of the Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones, Institucion de
Compensacion y Liquidacidn de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities
(XXXX) of the Bureau of Treasury
Poland National Depository of Securities
(Krajowy Depozyt Papierow Wartosciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania National Securities Clearing, Settlement and
Depository Company
Bucharest Stock Exchange Registry Division
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited
Share Transactions Totally Electronic
(STRATE) Ltd.
Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espafia, Central de Anotaciones en Cuenta
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Co., Ltd.
Thailand Thailand Securities Depository Company Limited
Tunisia Societe Tunisienne Interprofessionelle pour Ia
Compensation et de Depots des Valeurs Mobilieres
Turkey Takas ye Saklama Bankasi A.S. (TAKASBANK)
Central Bank of Turkey
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Ukraine National Bank of Ukraine
United Kingdom Central Gilts Office and
Central Moneymarkets Office
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
TRANSNATIONAL
Euroclear
Clearstream Banking AG
SCHEDULE C
MARKET INFORMATION
Publication/Type of Information Brief Description
------------------------------- -----------------
(Frequency)
The Guide to Custody in World Markets An overview of safekeeping and settlement practices and
------------------------------------- procedures in each market in which State Street Bank and
(annually) Trust Company offers custodial services.
Global Custody Network Review Information relating to the operating history and structure
----------------------------- of depositories and subcustodians located in the markets in
(annually) which State Street Bank and Trust Company offers custodial
services, including transnational depositories.
Global Legal Survey With respect to each market in which State Street Bank and
------------------- Trust Company offers custodial services, opinions relating
(annually) to whether local law restricts (i) access of a fund's
independent public accountants to books and records of a
Foreign Sub-Custodian or Foreign Securities System, (ii) the
Fund's ability to recover in the event of bankruptcy or
insolvency of a Foreign Sub-Custodian or Foreign Securities
System, (iii) the Fund's ability to recover in the event of
a loss by a Foreign Sub-Custodian or Foreign Securities
System, and (iv) the ability of a foreign investor to
convert cash and cash equivalents to U.S. dollars.
Subcustodian Agreements Copies of the subcustodian contracts State Street Bank and
----------------------- Trust Company has entered into with each subcustodian in the
(annually) markets in which State Street Bank and Trust Company offers
subcustody services to its US mutual fund clients.
Network Bulletins (weekly): Developments of interest to investors in the markets in
which State Street Bank and Trust Company offers custodial
services.
Foreign Custody Advisories (as With respect to markets in which State Street Bank and Trust
necessary): Company offers custodial services which exhibit special
custody risks, developments which may impact State Street's
ability to deliver expected levels of service.
