CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the ___ day of _________, 2000 by and between
STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws
of the Commonwealth of Massachusetts, having its principal office and place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("State Street"),
Fixed Income SHares, a Massachusetts business trust having its principal office
and place of business at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Fund"), and PIMCO Advisory Services ("PIMCO"), a division of PIMCO Advisors
L.P., a ________________ partnership having its principal office and place of
business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, acting
as administrator for the Fund.
WITNESSETH:
WHEREAS, PIMCO administers all of the operations of the Fund, a Massachusetts
business trust that is registered with the Securities and Exchange Commission
("SEC") as an open-end management investment company, pursuant to an
Administration Agreement between the Fund and PIMCO, and procures or provides
for the procurement on behalf of the Fund at PIMCO's expense certain services,
including custody services; and
WHEREAS, PIMCO desires to appoint State Street as custodian of the assets of
the Fund's investment portfolio or portfolios (each a "Portfolio", and
collectively the "Portfolios") and as the Fund's agent to perform certain
investment accounting and recordkeeping functions; and
WHEREAS, State Street is willing to accept such appointment on the terms and
conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant
and agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. PIMCO hereby constitutes and appoints
State Street as:
A. Custodian of the investment securities, interests in loans and other
non-cash investment property, and monies at any time owned by each of the
Portfolios and delivered to State Street as custodian hereunder ("Assets"); and
B. Agent to perform certain accounting and recordkeeping functions
relating to portfolio transactions required of a duly registered investment
company under Rule 31a of the Investment Company Act of 1940, as amended (the
"1940 Act") and to calculate the net asset value of the Portfolios.
2. REPRESENTATIONS AND WARRANTIES.
A. Fund hereby represents, warrants and acknowledges to State Street:
1
1. That it is a trust duly organized and existing and in good
standing under the laws of its state of organization, and that it is registered
under the 1940 Act; and
2. That it has the requisite power and authority under applicable
law and its articles of incorporation and its bylaws or its trust instrument,
as the case may be, to enter into this Agreement; that it has taken all
requisite action necessary to appoint State Street as custodian and investment
accounting and recordkeeping agent, that this Agreement has been duly executed
and delivered by Fund; and that this Agreement constitutes a legal, valid and
binding obligation of Fund, enforceable in accordance with its terms, except
that such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally,
and general principles of equity.
B. State Street hereby represents, warrants and acknowledges to Fund and
to PIMCO:
1. That it is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of Massachusetts; and
2. That it has the requisite power and authority under applicable
law, its charter and its bylaws to enter into and perform this Agreement; that
this Agreement has been duly executed and delivered by State Street; and that
this Agreement constitutes a legal, valid and binding obligation of State
Street, enforceable in accordance with its terms, except that such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally, and general
principles of equity.
C. PIMCO hereby represents, warrants and acknowledges to State Street:
1. That it is a division of PIMCO Advisors L.P., a partnership
duly organized and existing and in good standing under the laws of the state
of its organization; and
2. That it has the requisite power and authority under applicable
law and its articles of incorporation or partnership agreement to enter into
and perform this Agreement; that this Agreement has been duly executed and
delivered by PIMCO; and that this Agreement constitutes a legal, valid and
binding obligation of PIMCO, enforceable in accordance with its terms, except
that such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally,
and general principles of equity.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
2
A. Delivery of Assets. Except as permitted by the 1940 Act, PIMCO will
deliver or cause to be delivered to State Street on the effective date hereof,
or as soon thereafter as practicable, and from time to time thereafter, all
Assets acquired by, owned by or from time to time coming into the possession of
each of the Portfolios during the term hereof. State Street has no
responsibility or liability whatsoever for or on account of assets not so
delivered.
B. Delivery of Accounts and Records. PIMCO will turn over or cause to
be turned over to State Street all accounts and records needed by State Street
to fully and properly perform its duties and responsibilities hereunder. State
Street may rely conclusively on the completeness and correctness of such
accounts and records.
C. Delivery of Assets to Third Parties. State Street will receive
delivery of and keep safely the Assets of each Portfolio segregated in a
separate account. State Street will not deliver, assign, pledge or hypothecate
any such Assets to any person except as permitted by the provisions hereof or
any agreement executed according to the terms of Section 3.P hereof. Upon
delivery of any such Assets to a subcustodian appointed pursuant hereto
(hereinafter referred to as "Subcustodian"), State Street will create and
maintain records identifying such Assets as belonging to the applicable
Portfolio. State Street is responsible for the safekeeping of the Assets only
until they have been transmitted to and received by other persons as permitted
under the terms hereof, except for Assets transmitted to Subcustodians, for
which State Street remains responsible to the extent provided herein. State
Street may participate directly or indirectly through a subcustodian in the
Depository Trust Company (DTC), Treasury/Federal Reserve Book Entry System (Fed
System), Participant Trust Company (PTC) or other depository approved by Fund
(as such entities are defined at 17 CFR Section 270.17f-4(b)) (each a
"Depository" and collectively the "Depositories"). State Street will be
responsible to Fund for any loss, damage or expense suffered or incurred by
Fund resulting from the actions or omissions of any Depository only to the same
extent such Depository is responsible to State Street. State Street shall be
liable to the Fund for any loss or damage resulting from the use of a
Depository arising by reason of any negligence, willful misconduct or bad faith
on the part of State Street or any of its officers, employees or agents.
D. Registration. State Street will at all times hold registered Assets
in the name of State Street as custodian, the applicable Portfolio, or a
nominee of either of them, unless specifically directed by Instructions, as
hereinafter defined, to hold such registered Assets in so-called "street name;"
provided that, in any event, State Street will hold all such Assets in an
account of State Street as custodian containing only Assets of the applicable
Portfolio, or only assets held by State Street as a fiduciary or custodian for
customers; and provided further, State Street's records will at all times
indicate the Portfolio or other customer for which such Assets are held and the
respective interests therein. If, however, PIMCO directs State Street to
maintain Assets in "street name", notwithstanding anything contained herein to
the contrary, State Street will be obligated only to utilize its best efforts
to timely collect income due the
3
Portfolio on such Assets and to notify the Portfolio of relevant information,
such as maturities and pendency of calls, and corporate actions including,
without limitation, calls for redemption, tender or exchange offers,
declaration, record and payment dates and amounts of any dividends or income,
reorganization, recapitalization, merger, consolidation, split-up of shares,
change of par value, or conversion ("Corporate Actions"). All Assets and the
ownership thereof by a Portfolio will at all times be identifiable on the
records of State Street. PIMCO agrees to hold State Street and its nominee
harmless for any liability as a shareholder of record of securities held in
custody.
E. Exchange. Upon receipt of Instructions, State Street will exchange,
or cause to be exchanged, Assets held for the account of a Portfolio for other
Assets issued or paid in connection with any Corporate Action or otherwise, and
will deposit any such Assets in accordance with the terms of any such Corporate
Action. Without Instructions, State Street is authorized to exchange Assets in
temporary form for Assets in definitive form, to effect an exchange of shares
when the par value of stock is changed, and, upon receiving payment therefor,
to surrender bonds or other Assets at maturity or when advised of earlier call
for redemption, except that State Street will receive Instruction prior to
surrendering any convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On each
business day on which a Portfolio makes a purchase of Assets other than options
and futures, PIMCO will deliver to State Street Instructions specifying with
respect to each such purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount purchased, and
accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission, taxes
and other expenses payable in connection with the purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer through
whom the purchase was made; and
9. Whether the Asset is to be received in certificated form or via
a specified Depository.
In accordance with such Instructions, State Street will pay for out
of monies held for the purchasing Portfolio, but only insofar as such monies
are available for such purpose, and receive the Assets so purchased by or for
the account of such Portfolio, except that State Street, or a Subcustodian, may
in its sole discretion advance funds to such Portfolio which may result in an
overdraft because the monies held on behalf of such Portfolio are insufficient
to pay the total amount payable upon such purchase.
4
Except as otherwise instructed by PIMCO, State Street will make such payment
only upon receipt of Assets: (a) by State Street; (b) by a clearing
corporation of a national exchange of which State Street is a member; or (c) by
a Depository. Notwithstanding the foregoing, (i) State Street may release
funds to a Depository prior to the receipt of advice from the Depository that
the Assets underlying a repurchase agreement have been transferred by
book-entry into the account maintained with such Depository by State Street on
behalf of its customers; provided that State Street's instructions to the
Depository require that the Depository make payment of such funds only upon
transfer by book-entry of the Assets underlying the repurchase agreement in
such account; (ii) State Street may make payment for time deposits, call
account deposits, currency deposits and other deposits, foreign exchange
transactions, futures contracts or options, before receipt of an advice or
confirmation evidencing said deposit or entry into such transaction; and (iii)
State Street may make, or cause a Subcustodian to make, payment for the
purchase of Assets the settlement of which occurs outside of the United States
of America in accordance with generally accepted local custom and market
practice.
G. Sales and Deliveries of Investments -- Other Than Options and
Futures. On each business day on which a Portfolio makes a sale of Assets other
than options and futures, PIMCO will deliver to State Street Instructions
specifying with respect to each such sale:
1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and accrued
interest, if any;
4. The date on which the Assets sold were purchased or other
information identifying the Assets sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes or
other expenses payable in connection with such sale;
8. The total amount to be received by the Portfolio upon such sale;
and
9. The name and address of the broker or dealer through whom or
person to whom the sale was made.
State Street will deliver or cause to be delivered the Assets thus
designated as sold for the account of the selling Portfolio as specified in the
Instructions. Except as otherwise instructed by PIMCO, State Street will make
such delivery upon receipt of: (a) payment therefor in such form as is
satisfactory to State Street; (b) credit to the account of State Street with a
clearing corporation of a national securities exchange of which State Street is
a member; or (c) credit to the account maintained by State Street on behalf of
its customers with a Depository. Notwithstanding the foregoing: (i) State
Street will deliver Assets held in physical form in accordance with "street
delivery custom" to a broker or its clearing agent; or (ii) State Street may
make, or cause a Subcustodian to make, delivery of Assets the settlement of
which
5
occurs outside of the United States of America upon payment therefor in
accordance with generally accepted local custom and market practice.
H. Purchases or Sales of Options and Futures. On each business day on
which a Portfolio makes a purchase or sale of the options and/or futures listed
below, PIMCO will deliver to State Street Instructions specifying with respect
to each such purchase or sale:
1. If applicable, the name of the Portfolio making such purchase or
sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising, expiring
or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through whom the
sale or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising, expiring
or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer through whom
the sale or purchase was made, or other applicable
settlement instructions.
4. In the case of security index futures contracts:
a. The last trading date specified in the contract and, when
available, the closing level, thereof;
b. The index level on the date the contract is entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in addition to
Instructions,
6
and if not already in the possession of State Street, PIMCO
will deliver a substantially complete and executed
custodial safekeeping account and procedural agreement,
incorporated herein by this reference); and
f. The name and address of the futures commission merchant
through whom the sale or purchase was made, or other
applicable settlement instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
I. Assets Pledged or Loaned. If specifically allowed for in the
prospectus or registration statement of a Portfolio, and subject to such
additional terms and conditions as State Street may require:
1. Upon receipt of Instructions, State Street will release or cause
to be released Assets to the designated pledgee by way of pledge or
hypothecation to secure any loan incurred by a Portfolio; provided, however,
that State Street will release Assets only upon payment to State Street of the
monies borrowed, except that in cases where additional collateral is required
to secure a borrowing already made, further Assets may be released or caused to
be released for that purpose. Upon receipt of Instructions, State Street will
pay, but only from funds available for such purpose, any such loan upon
redelivery to it of the Assets pledged or hypothecated therefor and upon
surrender of the note or notes evidencing such loan.
2. Upon receipt of Instructions, State Street will release Assets
to the designated borrower; provided, however, that the Assets will be released
only upon deposit with State Street of full cash collateral as specified in
such Instructions, and that the lending Portfolio will retain the right to any
dividends, interest or distribution on such loaned Assets. Upon receipt of
Instructions and the loaned Assets, State Street will release the cash
collateral to the borrower.
J. Routine Matters. State Street will, in general, attend to all
routine and mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or
7
other dealings with the Assets except as may be otherwise provided herein or
upon Instruction from PIMCO.
K. Deposit Accounts. State Street will open and maintain one or more
special purpose deposit accounts for each Portfolio in the name of State Street
in such banks or trust companies (including, without limitation, affiliates of
State Street) as may be designated by it or PIMCO in writing ("Accounts"),
subject only to draft or order by State Street upon receipt of Instructions.
State Street will deposit all monies received by State Street from or for the
account of a Portfolio in an Account maintained for such Portfolio. Subject to
Section 5.K hereof, State Street agrees:
1. To make Fed Funds available to the applicable Portfolio at 9:00
a.m., Kansas City time, on the second business day after deposit of any check
into an Account, in the amount of the check;
2. To make funds available immediately upon a deposit made by
Federal Reserve wire; and
3. To make funds available on the next business day after deposit
of ACH wires.
L. Income and Other Payments. State Street will:
1. Collect, claim and receive and deposit for the account of the
applicable Portfolio all income (including income from the Accounts) and other
payments which become due and payable on or after the effective date hereof
with respect to the Assets, and credit the account of such Portfolio in
accordance with the schedule attached hereto as Exhibit A. If, for any reason,
a Portfolio is credited with income that is not subsequently collected, State
Street may reverse that credited amount. If monies are collected after such
reversal, State Street will credit the Portfolio in that amount;
2. Execute ownership and other certificates and affidavits for all
federal, state and local tax purposes in connection with the collection of bond
and note coupons; and
3. Take such other action as may be necessary or proper in
connection with (a) the collection, receipt and deposit of such income and
other payments, including but not limited to the presentation for payment of
all coupons and other income items requiring presentation; and all other Assets
which may mature or be called, redeemed, retired or otherwise become payable
and regarding which State Street has actual knowledge, or should reasonably be
expected to have knowledge; and (b) the endorsement for collection, in the name
of Fund or a Portfolio, of all checks, drafts or other negotiable instruments.
0
Xxxxx Xxxxxx, however, will not be required to institute suit or take other
extraordinary action to enforce collection except upon receipt of Instructions
and upon being indemnified to its satisfaction against the costs and expenses
of such suit or other actions. State Street will receive, claim and collect
all stock dividends, rights and other similar items and will deal with the same
pursuant to Instructions.
M. Proxies and Notices. State Street will promptly deliver or mail or
have delivered or mailed to PIMCO all proxies properly signed, all notices of
meetings, all proxy statements and other notices, requests or announcements
affecting or relating to Assets and will, upon receipt of Instructions, execute
and deliver or mail (or cause its nominee to execute and deliver or mail) such
proxies or other authorizations as may be required. Except as provided herein
or pursuant to Instructions hereafter received by State Street, neither it nor
its nominee will exercise any power inherent in any such Assets, including any
power to vote the same, or execute any proxy, power of attorney, or other
similar instrument voting any of such Assets, or give any consent, approval or
waiver with respect thereto, or take any other similar action.
N. Disbursements. State Street will pay or cause to be paid, insofar as
funds are available for the purpose, bills, statements and other obligations of
each Portfolio (including but not limited to obligations in connection with the
conversion, exchange or surrender of Assets, interest charges, dividend
disbursements, taxes, management fees, custodian fees, legal fees, auditors'
fees, transfer agents' fees, brokerage commissions, compensation to personnel,
and other operating expenses of such Portfolio) pursuant to Instructions
setting forth the name of the person to whom payment is to be made, and the
amount and purpose of the payment.
O. Daily Statement of Accounts. State Street will, within a reasonable
time, render to PIMCO a detailed statement of the amounts received or paid and
of Assets received or delivered for the account of each Portfolio during each
business day. State Street will maintain such books and records as are
necessary to enable it to render, from time to time upon request by PIMCO, a
detailed statement of the Assets. State Street will permit, and upon
Instruction will cause any Subcustodian to permit, such persons as are
authorized by the Fund, including Fund's independent public accountants,
reasonable access to such records or will provide reasonable confirmation of
the contents of such records, and if demanded, State Street will permit, and
will cause any Subcustodian to permit, federal and state regulatory agencies
to examine the Assets, books and records of any Portfolio.
P. Appointment of Subcustodians. Notwithstanding any other provisions
hereof:
1. All or any of the Assets may be held in State Street's own
custody or in the custody of one or more other banks or trust companies
(including, without limitation, affiliates of State Street) acting as
Subcustodians as may be selected by State Street. Any such Subcustodian
selected by State Street must have the qualifications required for a custodian
under the 1940 Act.
0
Xxxxx Xxxxxx will be responsible to the applicable Portfolio for any loss,
damage or expense suffered or incurred by such Portfolio resulting from the
actions or omissions of any Subcustodians selected and appointed by State
Street (except Subcustodians appointed at the request of PIMCO and as provided
in Subsection 2 below) to the same extent State Street would be responsible to
Fund hereunder if it committed the act or omission itself.
2. Upon request of PIMCO, State Street will contract with other
Subcustodians reasonably acceptable to State Street for purposes of (a)
effecting third-party repurchase transactions with banks, brokers, dealers, or
other entities through the use of a common custodian or subcustodian, or (b)
providing depository and clearing agency services with respect to certain
variable rate demand note securities, or (c) for other reasonable purposes
specified by PIMCO; provided, however, that State Street will be responsible to
PIMCO for any loss, damage or expense suffered or incurred by Fund resulting
from the actions or omissions of any such Subcustodian only to the same extent
such Subcustodian is responsible to State Street. PIMCO may review State
Street's contracts with such Subcustodians.
Q. Foreign Custody Manager.
1. Definitions. Capitalized terms in this Section Q 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; financial infrastructure
(including financial institutions such as any Mandatory Securities Depositories
(but not Eligible Foreign Custodians) operating in the country); prevailing
custody and settlement practices; and laws and regulations applicable to the
safekeeping and recovery of Foreign Assets held in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in
Section (a)(1) of Rule 17f-5, except that the term does not include Mandatory
Securities Depositories.
"Foreign Assets" means any of the Portfolios' investments
(including foreign currencies) for which the primary market is outside the
United States and such cash and cash equivalents in amounts deemed by PIMCO to
be reasonably necessary to effect the Portfolios' transactions in such
investments.
"Foreign Custody Manager" or "FCM" has the meaning set forth in
Section (a)(2) of Rule 17f-5.
10
"Mandatory Securities Depository" means a foreign securities
depository or clearing agency that, either as a legal or practical matter, must
be used if the manager of a Portfolio determines to place Foreign Assets in a
country outside the United States (i) because required by law or regulation;
(ii) because securities cannot be withdrawn from such foreign securities
depository or clearing agency; or (iii) because maintaining or effecting trades
in securities outside the foreign securities depository or clearing agency is
not consistent with prevailing or developing custodial or market practices.
2. Delegation to State Street as FCM. Fund, pursuant to
resolution adopted by its Board of Trustees or Directors ("Board"), hereby
delegates to State Street, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section Q with respect to Foreign Assets
held outside the United States, and State Street hereby accepts such
delegation, as FCM of each Portfolio.
3. Countries Covered. The FCM is responsible for performing the
delegated responsibilities defined below only with respect to the countries and
custody arrangements for each such country listed on Exhibit D hereto , which
may be amended from time to time by the FCM. The FCM will list on Exhibit D
the Eligible Foreign Custodians selected by the FCM to maintain the assets of
each Portfolio. Mandatory Securities Depositories are listed on Exhibit E
hereto, which Exhibit E may be amended from time to time by the FCM. The FCM
will provide amended versions of Exhibits D and E in accordance with subsection
7 of this Section Q.
Upon the receipt by the FCM of Instructions to open an account,
or to place or maintain Foreign Assets, in a country listed on Exhibit D, and
the fulfillment by PIMCO of the applicable account opening requirements for
such country, the FCM is deemed to have been delegated by the Board
responsibility as FCM with respect to that country and to have accepted such
delegation. Following the receipt of Instructions directing the FCM to close
the account of a Portfolio with the Eligible Foreign Custodian selected by the
FCM in a designated country, the delegation by the Board to State Street as FCM
for that country is deemed to have been withdrawn and State Street will
immediately cease to be the FCM of the Portfolio with respect to that country
unless a substitute Eligible Foreign Custodian is identified and added to
Exhibit D.
The FCM may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to
PIMCO. Commencing sixty (60) days (or such longer period as to which the
parties agree in writing) after receipt of any such notice by PIMCO, State
Street will have no further responsibility as FCM to a Portfolio with respect
to the country as to which State Street's acceptance of delegation is withdrawn.
11
4. Scope of Delegated Responsibilities.
a. Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section Q, the FCM may place and maintain the Foreign Assets
in the care of the Eligible Foreign Custodian selected by the FCM in each
country listed on Exhibit D, as amended from time to time.
In performing its delegated responsibilities as FCM to
place or maintain Foreign Assets with an Eligible Foreign Custodian, the FCM
will determine that the Foreign Assets will be subject to reasonable care,
based on the standards applicable to custodians in the country in which the
Foreign Assets will be held by that Eligible Foreign Custodian, after
considering all factors relevant to the safekeeping of such assets, including,
without limitation, those set forth in Rule 17f-5(c)(1)(i) through (iv).
b. Contracts With Eligible Foreign Custodians. The FCM will
determine that the contract (or the rules or established practices or
procedures in the case of an Eligible Foreign Custodian that is a foreign
securities depository or clearing agency) governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the FCM will
provide reasonable care for the Foreign Assets held by that Eligible Foreign
Custodian based on the standards applicable to custodians in the particular
country and referred to in the second paragraph of Section 4.a. Each such
contract will include the provisions set forth in Rule 17f-5(c)(2)(i)(A)
through (F), or, in lieu of any or all of the provisions set forth in said (A)
through (F), such other provisions that the FCM determines will provide, in
their entirety, the same or greater level of care and protection for the
Foreign Assets as the provisions set forth in said (A) through (F) in their
entirety.
c. Monitoring. In each case in which the FCM maintains
Foreign Assets with an Eligible Foreign Custodian selected by the FCM, the FCM
will establish a system to monitor (a) the appropriateness of maintaining the
Foreign Assets with such Eligible Foreign Custodian as provided in Section 4.a.
and (b) the contract governing the custody arrangements established by the FCM
with the Eligible Foreign Custodian as provided in Section 4.b. In the event
the FCM determines that the custody arrangements with an Eligible Foreign
Custodian it has selected are no longer appropriate, the FCM will notify the
Board in accordance with subsection 7 of this Section Q.
12
5. Guidelines for the Exercise of Delegated Authority. For
purposes of this Section Q, the Board will be solely responsible for
considering and determining to accept such Country Risk as is incurred by
placing and maintaining the Foreign Assets in each country for which State
Street is serving as FCM of a Portfolio, and the Board will be solely
responsible for monitoring on a continuing basis such Country Risk to the
extent that the Board considers necessary or appropriate. PIMCO, on behalf of
the Fund, and State Street each expressly acknowledge that the FCM will not be
delegated any responsibilities under this Section Q with respect to Mandatory
Securities Depositories.
6. Standard of Care as FCM of a Portfolio. In performing the
responsibilities delegated to it, the FCM agrees to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of assets of management investment companies registered under the
1940 Act would exercise.
7. Reporting Requirements. The FCM will report the withdrawal of
the Foreign Assets from an Eligible Foreign Custodian and the placement of such
Foreign Assets with another Eligible Foreign Custodian by providing to the
Board amended Exhibits D and E at the end of the calendar quarter in which an
amendment to either Exhibit has occurred. The FCM will make written reports
notifying the Board of any other material change in the foreign custody
arrangements of a Portfolio described in this Section Q promptly following
after the occurrence of the material change.
8. Representations with Respect to Rule 17f-5. The FCM represents
to PIMCO that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5.
PIMCO, on behalf of Fund, represents to State Street that the
Board has determined that it is reasonable for it to rely on State Street to
perform the responsibilities delegated pursuant to this Agreement to State
Street as the FCM of each Portfolio.
Each party represents that it will in good faith negotiate
revised terms for this Agreement to reflect future guidance from the SEC staff
or regulatory amendments affecting Rule 17f-5.
9. Effective Date and Termination of State Street as FCM. The
Board's delegation to State Street as FCM of a Portfolio will be effective as
of the effective date of the 1997 Amendments to Rule 17f-5 and will remain in
effect until terminated at any time, without penalty, by written notice from
the terminating party to the non-terminating party. Termination will become
effective thirty days after receipt by the non-terminating party of such
notice. The provisions of subsection 3 of this Section Q govern the delegation
to and termination of State Street as FCM of Fund with respect to designated
countries.
13
R. Accounts and Records. State Street will prepare and maintain, with
the direction and as interpreted by PIMCO, a Fund's or a Portfolio's
accountants and/or other advisors, in complete, accurate and current form all
accounts and records: (1) required to be maintained by a Fund with respect to
portfolio transactions under Section 31(a) of the 1940 Act and the rules and
regulations from time to time adopted thereunder; (2) required to be maintained
as a basis for calculation of each Portfolio's net asset value; and (3) as
otherwise agreed upon by the parties. PIMCO will advise State Street in
writing of all applicable record retention requirements, other than those set
forth in the 1940 Act or the regulations thereunder. State Street will
preserve such accounts and records in the manner and for the periods prescribed
in the 1940 Act or the regulations thereunder or for such longer period as is
agreed upon by the parties. PIMCO will furnish, in writing or its electronic
or digital equivalent, accurate and timely information needed by State Street
to complete such accounts and records, including Corporate Actions, when such
information is not readily available from generally accepted securities
industry services or publications.
S. Accounts and Records Property of Fund. State Street acknowledges
that all of the accounts and records maintained by State Street pursuant hereto
are the property of the Fund, and will be made available to the Fund and PIMCO
on behalf of Fund for inspection or reproduction within a reasonable period of
time, upon demand. State Street will assist Fund's independent auditors, or
upon approval of PIMCO, or upon demand, any regulatory body, in any requested
review of Fund's accounts and records but PIMCO will reimburse State Street for
all expenses and employee time invested in any such review outside of routine
and normal periodic reviews. Upon receipt from PIMCO of the necessary
information or instructions, State Street will supply information from the
books and records it maintains for Fund that Fund needs for tax returns,
questionnaires, periodic reports to shareholders and such other reports and
information requests as PIMCO and State Street agree upon from time to time.
T. Adoption of Procedures. State Street and PIMCO, on behalf of Fund,
hereby adopt the Funds Transfer Operating Guidelines attached hereto as Exhibit
B. State Street and PIMCO may from time to time adopt such additional
procedures as they agree upon, and State Street may conclusively assume that no
procedure approved or directed by PIMCO, Fund's or any Portfolio's accountants
or other advisors conflicts with or violates any requirements of the prospectus
or registration statement, articles of incorporation and bylaws or trust
instrument, any applicable law, rule or regulation, or any order, decree or
agreement by which the Fund may be bound. PIMCO will be responsible for
notifying State Street of any changes in statutes, regulations, rules,
requirements or policies which may impact State Street's performance of its
responsibilities hereunder or its related operational policies and procedures
as they relate to the Fund in a manner different from or in addition to
requirements applicable to investment companies registered under the 1940 Act
in general .
14
U. Calculation of Net Asset Value. PIMCO, on behalf of Fund, will give
Instructions to State Street specifying the outside pricing sources to be
utilized as sources of Asset prices ("Pricing Sources"). In the event that
PIMCO specifies Reuters America, Inc., it will enter into the Agreement
attached hereto as Exhibit C. State Street will calculate each Portfolio's net
asset value, in accordance with the Portfolio's prospectus or registration
statement. State Street will price the Assets, including foreign currency
holdings, of each Portfolio for which market quotations are available from the
Pricing Sources; all other Assets will be priced in accordance with PIMCO's
Instructions.
V. Advances. Fund will cause each Portfolio to pay on demand any
advance of cash or securities made by State Street or any Subcustodian, in its
sole discretion, for any purpose (including but not limited to securities
settlements, purchase or sale of foreign exchange or foreign exchange contracts
and assumed settlement) for the benefit of any Portfolio. Any such cash
advance will be subject to an overdraft charge at the rate set forth in the
then-current fee schedule from the date advanced until the date repaid. As
security for each such advance, Fund hereby grants State Street and such
Subcustodian a lien on and security interest in all of Fund's Assets at any
time held for the account of the applicable Portfolio, including without
limitation all Assets acquired with the amount advanced. Should the
applicable Portfolio fail to promptly repay the advance, the Fund agrees that
State Street and such Subcustodian may utilize available cash and dispose of
such Portfolio's Assets pursuant to applicable law to the extent necessary to
obtain reimbursement of the amount advanced and any related overdraft charges;
provided, however, that prior to such utilization and disposition, (i) State
Street or Subcustodian has given PIMCO 2 days' notice of the amount due and of
its intent to so utilize and dispose of custodied Assets; and (ii) the
applicable Portfolio shall not have satisfied the obligation. During such 2
day notice period, PIMCO shall have the option to direct State Street or such
Subcustodian by written notice regarding which and in what priority order
custodied Assets are to be utilized and disposed of.
W. Exercise of Rights; Tender Offers. Upon receipt of Instructions,
State Street will: (1) deliver warrants, puts, calls, rights or similar
securities to the issuer or trustee thereof, or to the agent of such issuer or
trustee, for the purpose of exercise or sale, provided that the new Assets, if
any, are to be delivered to State Street; and (2) deposit securities upon
invitations for tenders thereof, provided that the consideration for such
securities is to be paid or delivered to State Street or the tendered
securities are to be returned to State Street.
X. Fund Shares.
1. PIMCO will deliver to State Street Instructions with respect to
the declaration and payment of any dividend or other distribution on the shares
of capital stock or beneficial interest, as the case may be, of a Portfolio
("Fund Shares") by a Portfolio. On the date specified in such Instruction,
State Street will pay
15
out of the monies held for the account of the Portfolio, insofar as it is
available for such purposes, and credit to the account of the Dividend
Disbursing Agent for the Portfolio, the amount specified in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a Portfolio,
PIMCO on behalf of such Portfolio or its agent will give State Street
Instructions regarding the aggregate dollar amount to be paid for such shares.
Upon receipt of such Instruction, State Street will charge such aggregate
dollar amount to the account of the Portfolio and either deposit the same in
the account maintained for the purpose of paying for the repurchase or
redemption of Fund Shares or deliver the same in accordance with such
Instruction. State Street has no duty or responsibility to determine that Fund
Shares have been removed from the proper shareholder accounts or that the
proper number of Fund Shares have been canceled and removed from the
shareholder records.
3. Whenever Fund Shares are purchased from a Portfolio, PIMCO will
deposit or cause to be deposited with State Street the amount received for such
shares. State Street has no duty or responsibility to determine that Fund
Shares purchased from a Portfolio have been added to the proper shareholder
account or that the proper number of such shares have been added to the
shareholder records.
4. INSTRUCTIONS.
A. The term "Instructions", as used herein, means written (including
telecopied, telexed, or electronically transmitted) or oral instructions which
State Street reasonably believes were given by a designated representative of
PIMCO. PIMCO will deliver to State Street, prior to delivery of any Assets to
State Street and thereafter from time to time as changes therein are necessary,
written Instructions naming one or more designated representatives to give
Instructions in the name and on behalf of Fund, which Instructions may be
received and accepted by State Street as conclusive evidence of the authority
of any designated representative to act for the Fund and may be considered to
be in full force and effect until receipt by State Street of notice to the
contrary. Unless such written Instructions delegating authority to any person
to give Instructions specifically limit such authority to specific matters or
require that the approval of anyone else will first have been obtained, State
Street will be under no obligation to inquire into the right of such person,
acting alone, to give any Instructions whatsoever. If PIMCO fails to provide
State Street any such Instructions naming designated representatives, any
Instructions received by State Street from a person reasonably believed to be
an appropriate representative of PIMCO will constitute valid and proper
Instructions hereunder. "Designated representatives" may include a Fund's or a
Portfolio's employees and agents, including investment managers and their
employees.
16
B. No later than the next business day immediately following each oral
Instruction, PIMCO will send State Street written confirmation of such oral
Instruction. At State Street's sole discretion, State Street may record on
tape, or otherwise, any oral Instruction whether given in person or via
telephone, each such recording identifying the date and the time of the
beginning and ending of such oral Instruction.
C. PIMCO will provide, upon State Street's request, a certificate signed
by an officer or designated representative of PIMCO, as conclusive proof of any
fact or matter required to be ascertained from PIMCO hereunder. PIMCO will
also provide State Street Instructions with respect to any matter concerning
this Agreement requested by State Street. If State Street reasonably believes
that it could not prudently act according to the Instructions, or the
instruction or advice of Fund's or a Portfolio's accountants or counsel, it may
in its discretion, with notice to PIMCO and Fund, not act according to such
Instructions.
5. LIMITATION OF LIABILITY OF STATE STREET.
A. State Street shall at all times use reasonable care and due diligence
and act in good faith in performing its duties under this Agreement. Neither
PIMCO nor Fund is responsible or liable for, and State Street will indemnify
and hold PIMCO and Fund harmless from and against, any and all costs, expenses,
losses, damages, charges, counsel fees, payments and liabilities which may be
asserted against or incurred by PIMCO or Fund or for which PIMCO or Fund may be
held to be liable, arising out of or attributable to State Street's failure to
comply with the terms of this Agreement or arising out of State Street's (or
its agents' or delegees') negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will
indemnify and hold State Street harmless from and against, any and all costs,
expenses, losses, damages, charges, counsel fees, payments and liabilities
which may be asserted against or incurred by State Street or for which State
Street may be held to be liable, arising out of or attributable to:
1. State Street's action or omission to act pursuant hereto;
provided that State Street has acted or failed to act in good faith and with
due diligence and reasonable care; and provided further, that neither party is
liable to the other for consequential, special, or punitive damages in any
event.
2. State Street's payment of money as requested by PIMCO, or the
taking of any action which might make it or its nominee liable for payment of
monies or in any other way; provided, however, that nothing herein obligates
State Street to take any such action or expend its own monies in its sole
discretion.
3. State Street's action or omission to act hereunder in reasonable
reliance upon any Instructions, advice, notice, request, consent, certificate
or other
17
instrument or paper appearing to it to be genuine and to have been properly
executed, including any Instructions, communications, data or other information
received by State Street by means of the Systems, as hereinafter defined, or
any electronic system of communication.
4. State Street's action or omission to act in good faith reliance
on the advice or opinion of counsel for PIMCO or of its own counsel with
respect to questions or matters of law, which advice or opinion may be obtained
by State Street from counsel for PIMCO at the expense of PIMCO or from State
Street's counsel at its own expense, or on the Instructions, advice or
statements of any officer or employee of PIMCO, or the Fund's accountants or
other authorized individuals, and other persons believed by it in good faith to
be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing, State Street is
under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or
for any Portfolio, or the legality of the purchase thereof or of foreign
currency positions, or evidence of ownership required by PIMCO to be received
by State Street, or the propriety of the decision to purchase or the amount
paid therefor;
b. The legality of the sale of any securities or foreign
currency positions by or for any Portfolio, or the propriety of the amount for
which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or
the sufficiency of the amount to be received therefor, the legality of the
repurchase or redemption of any Fund Shares, or the propriety of the amount to
be paid therefor, or the legality of the declaration of any dividend by either
Fund, or the legality of the issue of any Fund Shares in payment of any stock
dividend.
6. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information provided by or on behalf
of a Portfolio to State Street, including the accuracy of the prices quoted by
the Pricing Sources or for the information supplied by PIMCO to price the
Assets, or the failure of PIMCO to provide, or provide in a timely manner, any
accounts, records, or information needed by State Street to perform hereunder.
7. PIMCO's or Fund's refusal or failure to comply with the terms
hereof
18
(including without limitation PIMCO's or Fund's failure to pay or reimburse
State Street under Section 5 or 6 hereof), PIMCO's or Fund's negligence or
willful misconduct, or the failure of any representation or warranty of PIMCO
or Fund hereunder to be and remain true and correct in all respects at all
times.
8. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used hereunder, by PIMCO or
by any person who acquires access to the Systems or such other systems through
the terminal device, passwords, access instructions or other means of access to
such Systems or such other system which are utilized by, assigned to or
otherwise made exclusively available to PIMCO, except to the extent
attributable to any negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the payment of money
to be received by State Street on behalf of a Portfolio until actually
received; provided, however, that State Street will advise PIMCO promptly if it
fails to receive any such money in the ordinary course of business and will
cooperate with PIMCO toward the end that such money is received.
10. Except as provided in Section 3.P hereof, and subject to
Section 5.B.1 hereof, loss occasioned by the acts, neglects, defaults or
insolvency of any broker, bank, trust company, or any other person with whom
State Street may deal.
11. The failure or delay in performance of its obligations
hereunder, or those of any entity for which it is responsible hereunder,
arising out of or caused, directly or indirectly, by circumstances beyond the
affected entity's reasonable control or ability to take preemptive measures
against, including, without limitation: any interruption, loss or malfunction
of any utility, transportation, computer (hardware or software) or
communication service; inability to obtain labor, material, equipment or
transportation, or a delay in mails; governmental or exchange action, statute,
ordinance, rulings, regulations or direction; war, strike, riot, emergency,
civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes,
floods, fires, tornadoes, acts of God or public enemy, revolutions, or
insurrection.
6. COMPENSATION. In consideration for its services hereunder, State Street
will be paid the compensation set forth in a separate fee schedule,
incorporated herein by this reference, to be agreed to by Fund, PIMCO and
State Street from time to time, and reimbursement for State Street's cash
disbursements and reasonable out-of-pocket costs and expenses, including
attorney's fees, incurred by State Street in connection with the performance of
services hereunder, on demand. State Street, subject to Section 10 hereof, may
charge such compensation against monies held by it for the accounts of the
Portfolios following notice to PIMCO. State Street will, subject to Section
10 hereof, be entitled to charge against any
19
monies held by it for the accounts of the Portfolios the amount of any loss,
damage, liability, advance, overdraft or expense for which it is entitled to
reimbursement from PIMCO. State Street will be entitled to reimbursement by
the Fund or PIMCO for the losses, damages, liabilities, advances, overdrafts
and expenses of Subcustodians only to the extent that (a) State Street would
have been entitled to reimbursement hereunder if it had incurred the same
itself directly, and (b) State Street is obligated to reimburse the
Subcustodian therefor. As between the Fund and PIMCO, it is agreed that the
compensation due State Street hereunder shall be paid by PIMCO.
7. TERM AND TERMINATION. The initial term of this Agreement is for a period
of one (1) year. Thereafter, PIMCO or State Street may terminate the same by
notice in writing, delivered or mailed, postage prepaid, to the other party and
received not less than sixty (60) days prior to the date upon which such
termination will take effect. Upon termination hereof:
A. PIMCO will pay State Street its fees and compensation due hereunder
and its reimbursable disbursements, costs and expenses paid or incurred to such
date;
B. PIMCO will designate a successor investment accounting and
recordkeeping agent (which may be PIMCO or Fund) by Instruction to State
Street;
C. PIMCO will designate a successor custodian by Instruction to State
Street. In the event no such Instruction has been delivered to State Street on
or before the date when such termination becomes effective, then State Street
may, at its option, (i) choose as successor custodian a bank or trust company
meeting the qualifications for custodian set forth in the 1940 Act and having
not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and
undivided profits, as shown by its last published report, or (ii) apply to a
court of competent jurisdiction for the appointment of a successor or other
proper relief, or take any other lawful action under the circumstances;
provided, however, that PIMCO will reimburse State Street for its costs and
expenses, including reasonable attorney's fees, incurred in connection
therewith; and
D. State Street will, upon payment of all sums due to State Street from
PIMCO hereunder, deliver at State Street's office (i) all accounts and records
to the successor investment accounting and recordkeeping agent or, if none, to
PIMCO; and (ii) all Assets, duly endorsed and in form for transfer, to the
successor custodian, or as specified by the court. State Street will cooperate
in effecting changes in book-entries at all Depositories. Upon delivery to a
successor or as specified by the court, State Street will have no further
obligations or liabilities hereunder. Thereafter such successor will be the
successor hereunder and will be entitled to reasonable compensation for its
services.
In the event that accounts, records or Assets remain in the possession of
State Street after the date of termination hereof for any reason other than
State Street's failure to deliver the same,
00
Xxxxx Xxxxxx is entitled to compensation as provided in the then-current fee
schedule for its services during such period, and the provisions hereof
relating to the duties and obligations of State Street will remain in full
force and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed to
PIMCO or Fund at the address set forth above, or at such other address as PIMCO
or Fund may have designated to State Street in writing, will be deemed to have
been properly given to PIMCO or Fund hereunder. Notices, requests,
Instructions and other writings addressed to State Street at 000 Xxxxxxxxxxxx
Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, Attention: Custody Department, or to such
other address as it may have designated to PIMCO and the Fund in writing, will
be deemed to have been properly given to State Street hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
A. If State Street provides PIMCO direct access to the computerized
investment portfolio custody, recordkeeping and accounting systems used by
State Street ("Systems") or if State Street and PIMCO agree to utilize any
electronic system of communication, PIMCO agrees to implement and enforce
appropriate security policies and procedures to prevent unauthorized or
improper access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the tapes,
books, reference manuals, instructions, records, programs, documentation and
information of, and other materials relevant to, the Systems and the business
of State Street ("Confidential Information"). PIMCO agrees that it will not
voluntarily disclose any such Confidential Information to any other person
other than its own employees who reasonably have a need to know such
information pursuant hereto. PIMCO will return all such Confidential
Information to State Street upon termination or expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by
State Street from one or more third parties ("Licensors"), and PIMCO
acknowledges that State Street and Licensors have proprietary rights in and to
the Systems and all other State Street or Licensor programs, code, techniques,
know-how, data bases, supporting documentation, data formats, and procedures,
including without limitation any changes or modifications made at the request
or expense or both of PIMCO (collectively, the "Protected Information"). PIMCO
acknowledges that the Protected Information constitutes confidential material
and trade secrets of State Street and Licensors. PIMCO will preserve the
confidentiality of the Protected Information, and PIMCO hereby acknowledges
that any unauthorized use, misuse, disclosure or taking of Protected
Information, residing or existing internal or external to a computer, computer
system, or computer network, or the knowing and unauthorized accessing or
causing to be accessed of any computer, computer system, or computer network,
may be subject to civil liabilities and criminal penalties under applicable
law. PIMCO will so inform employees and agents who have access to the
Protected
21
Information or to any computer equipment capable of accessing the same.
Licensors are intended to be and are third party beneficiaries of PIMCO's
obligations and undertakings contained in this Section.
D. PIMCO hereby represents and warrants to State Street that it has
determined to its satisfaction that the Systems are appropriate and suitable
for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State
Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against
PIMCO or Fund on the issue of infringement of any United States patent,
copyright, trade secret or trademark by the Systems as used within the scope of
this Agreement, and to indemnify PIMCO and Fund against all damages and costs,
subject to the provisions of Section 5 hereof, which may be assessed against
them under any such claim or action.
10. MULTIPLE PORTFOLIOS. If a Fund is comprised of more than one Portfolio:
A. Each Portfolio will be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the context otherwise
requires, with respect to every transaction covered hereby, every reference
herein to a Portfolio is deemed to relate solely to the particular Portfolio to
which such transaction relates. Under no circumstances will the rights,
obligations or remedies with respect to a particular Portfolio constitute a
right, obligation or remedy applicable to any other Portfolio. The use of this
single document to memorialize the separate agreement of each Portfolio is
understood to be for clerical convenience only and will not constitute any
basis for joining the Portfolios for any reason.
B. PIMCO may appoint State Street as its custodian and investment
accounting and recordkeeping agent for additional Portfolios from time to time
by written notice, provided that State Street consents to such addition. Rates
or charges for each additional Portfolio will be as agreed upon by State Street
and PIMCO in writing.
11. MISCELLANEOUS.
A. This Agreement will be construed according to, and the rights and
liabilities of the parties hereto will be governed by, the laws of the
Commonwealth of Massachusetts without reference to the choice of laws
principles thereof.
B. All terms and provisions hereof will be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns.
22
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 9 hereof are intended to and will
continue after and survive the expiration, termination or cancellation hereof.
D. No provisions hereof may be amended or modified in any manner except
by a written agreement properly authorized and executed by each party hereto.
E. The failure of any party to insist upon the performance of any terms
or conditions hereof or to enforce any rights resulting from any breach of any
of the terms or conditions hereof, including the payment of damages, will not
be construed as a continuing or permanent waiver of any such terms, conditions,
rights or privileges, but the same will continue and remain in full force and
effect as if no such forbearance or waiver had occurred. No waiver, release or
discharge of any party's rights hereunder will be effective unless contained in
a written instrument signed by the party sought to be charged.
F. The captions herein are included for convenience of reference only,
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
G. This Agreement may be executed in two or more counterparts, each of
which is deemed an original but all of which together constitute one and the
same instrument.
H. If any provision hereof is determined to be invalid, illegal, in
conflict with any law or otherwise unenforceable, the remaining provisions
hereof will be considered severable and will not be affected thereby, and every
remaining provision hereof will remain in full force and effect and will remain
enforceable to the fullest extent permitted by applicable law.
I. This Agreement may not be assigned by either party hereto without the
prior written consent of the other party.
J. Neither the execution nor performance hereof will be deemed to create
a partnership or joint venture by and between State Street, PIMCO and/or Fund
or any Portfolio.
K. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties hereto and
any actions taken or omitted by any party hereunder will not affect any rights
or obligations of the other parties hereunder.
L. If a Fund is a Trust, notice is hereby given that this Agreement has
been executed on behalf of Fund by the undersigned duly authorized
representative of Fund in his/her capacity as such and not individually; and
that the obligations of this Agreement are binding only upon the assets and
property of Fund and not upon any trustee, officer
23
of shareholder of Fund individually.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
STATE STREET BANK AND TRUST COMPANY
By: __________________________________
Title: __________________________________
FIXED INCOME SHARES
By: __________________________________
Title: __________________________________
PIMCO ADVISORY SERVICES
By: __________________________________
Title: __________________________________
24
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE
Foreign--Income will be credited contractually on pay day in the markets noted
with Contractual Income Policy. The markets noted with Actual income policy
will be credited income when it is received.
Market Income Policy Market Income Policy Market Income Policy
------------------------------------------------------------------------------------------------------------
Argentina Actual Hong Kong Contractual Poland Actual
Australia Contractual Hungary Actual Portugal Contractual
Austria Contractual India Actual Russia Actual
Bahrain Actual Indonesia Actual Singapore Contractual
Bangladesh Actual Ireland Actual Slovak Republic Actual
Belgium Contractual Israel Actual South Africa Actual
Bermuda Actual Italy Contractual South Korea Actual
* Bolivia Actual Ivory Coast Actual Spain Contractual
Botswana Actual * Jamaica Actual Sri Lanka Actual
Brazil Actual Japan Contractual Swaziland Actual
Canada Contractual Jordan Actual Sweden Contractual
Chile Actual Kenya Actual Switzerland Contractual
China Actual Lebanon Actual Taiwan Actual
Colombia Actual Luxembourg Actual Thailand Actual
Cyprus Actual Malaysia Actual * Trinidad & Tobago Actual
Czech Republic Actual Mauritius Actual * Tunisia Actual
Denmark Contractual Mexico Actual Turkey Actual
Ecuador Actual Morocco Actual United Kingdom Contractual
Egypt Actual Namibia Actual United States See Attached
**Euroclear Contractual/Actual Netherlands Contractual Uruguay Actual
Euro CDs Actual New Zealand Contractual Venezuela Actual
Finland Contractual Norway Contractual Zambia Actual
France Contractual Oman Actual Zimbabwe Actual
Germany Contractual Pakistan Actual
Ghana Actual Peru Actual
Greece Actual Philippines Actual
25
* Market is not 17F-5 eligible
** For Euroclear, contractual income paid only in markets listed with Income
Policy of Contractual.
United States--
Income Type DTC FED PTC Physical
-------------------------------------------------------------------------------------
Dividends Contractual N/A N/A Actual
Fixed Rate Interest Contractual Contractual N/A Actual
Variable Rate Interest Contractual Contractual N/A Actual
GNMA I N/A N/A Contractual PD +1 N/A
GNMA II N/A N/A Contractual PD *** N/A
Mortgages Actual Contractual Contractual Actual
Maturities Actual Contractual N/A Actual
Exceptions to the above Contractual Income Policy include securities that are:
> Involved in a trade whose settlement either failed, or is pending over the
record date, (excluding the United States);
> On loan under a self directed securities lending program other than State
Street's own vendor lending program;
> Known to be in a condition of default, or suspected to present a risk of
default or payment delay;
> In the asset categories, without limitation, of Private Placements,
Derivatives, Options, Futures, CMOs, and Zero Coupon Bonds.
> Securities whose amount of income and redemption cannot be calculated in
advance of payable date, or determined in advance of actual collection,
examples include ADRs;
> Payments received as the result of a corporate action, not limited to, bond
calls, mandatory or optional puts, and tender offers.
*** For GNMA II securities, if the 19th day of the month is a business day,
Payable/Distribution Date is the next business day. If the 19th is not a
business day, but the 20th is a business day, Payable/Distribution date is the
first business day after the 20th. If both the 19th and 20th are not business
days, Payable/Distribution will be the next business day thereafter.
26
EXHIBIT B -- FUNDS TRANSFER OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
Fund's ("Client's") account(s) upon the receipt of a payment order in
compliance with any of the Security Procedures chosen by the Client, from those
offered on the attached selection form (and any updated selection forms
hereafter executed by the Client), for funds transfers and in the amount of
money that State Street has been instructed to transfer. State Street is
hereby instructed to accept funds transfer instructions only via the delivery
methods and Security Procedures indicated on the attached selection form (and
any update executed by the Client). The Client agrees that the Security
Procedures are reasonable and adequate for its wire transfer transactions and
agrees to be bound by any payment orders, amendments and cancellations, whether
or not authorized, issued in its name and accepted by State Street after being
confirmed by any of the selected Security Procedures. The Client also agrees
to be bound by any other valid and authorized payment order accepted by State
Street. State Street shall execute payment orders in compliance with the
selected Security Procedures and with the Client's/Investment Manager's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. State Street will use reasonable efforts to
execute on the execution date payment orders received after the customary
deadline, but if it is unable to execute any such payment order on the
execution date, such payment order will be deemed to have been received on the
next business day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by
State Street. The Client shall restrict access to confidential information
relating to the Security Procedures to authorized persons as communicated in
writing to State Street. The Client must notify State Street immediately if it
has reason to believe unauthorized persons may have obtained access to such
information or of any change in the Client's authorized personnel. State
Street shall verify the authenticity of all instructions according to the
selected Security Procedures.
3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis
of the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern. Financial
institutions that receive payment orders initiated by State Street at the
instruction of the Client may also process payment orders on the basis of
account numbers, regardless of any name included in the payment order. State
Street will also rely on any financial institution identification numbers
included in any payment order, regardless of any financial institution name
included in the payment order.
4. REJECTION: State Street reserves the right to decline to process or delay
the processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of State Street's receipt of
such payment order; (b) if initiating such payment order would cause State
Street, in State Street's sole judgment, to exceed any applicable volume,
aggregate dollar, network, time, credit or similar limits upon wire transfers;
or (c) if State Street, in good faith, is unable to satisfy itself that the
transaction has been properly authorized.
27
5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders received in
compliance with the selected Security Procedures provided that such requests
are received in sufficient time to afford State Street a reasonable opportunity
to act prior to executing the payment order. However, State Street assumes no
liability if the request for amendment or cancellation cannot be satisfied by
State Street's reasonable efforts.
6. ERRORS: State Street shall assume no responsibility for failure to detect
any erroneous payment order provided that State Street complies with the
payment order instructions as received and State Street complies with the
selected Security Procedures. The Security Procedures are established for the
purpose of authenticating payment orders only and not for the detection of
errors in payment orders.
7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility
for lost interest with respect to the refundable amount of any unauthorized
payment order, unless State Street is notified of the unauthorized payment
order within thirty (30) days of notification by State Street of the acceptance
of such payment order. In no event (including but not limited to failure to
execute a payment order) shall State Street be liable for special, indirect or
consequential damages, even if advised of the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When
the Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the Mid-America Payment Exchange or other similar body, State Street or its
agent will act as an Originating Depository Financial Institution and/or
Receiving Depository Financial Institution, as the case may be, with respect to
such entries. Credits given with respect to an ACH credit entry are
provisional until final settlement for such entry is received from the Federal
Reserve Bank. If such final settlement is not received, the Client agrees to
promptly refund the amount credited to the Client in connection with such
entry, and the party making payment to the Client via such entry shall not be
deemed to have paid the amount of the entry.
9. CONFIRMATIONS: Confirmation of State Street's execution of payment orders
shall ordinarily be provided within 24 hours. Notice may be delivered through
State Street's account statements, advices, information systems, or by
facsimile or callback. The Client must report any objections to the execution
of a payment order within 30 days.
10. MISCELLANEOUS: State Street may use the Federal Reserve System Fedwire to
execute payment orders, and any payment order carried in whole or in part
through Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. State Street and the Client agree to cooperate to attempt to
recover any funds erroneously paid to wrong parties, regardless of any fault of
State Street or the Client, but the party responsible for the erroneous payment
shall bear all costs and expenses incurred in trying to effect such recovery.
These Guidelines may not be amended except by a written agreement signed by the
parties.
28
SECURITY PROCEDURES SELECTION FORM
Please select one or more of the funds transfer security procedures indicated
below.
[] SWIFT SWIFT (Society for Worldwide Interbank Financial
Telecommunication) is a cooperative society owned and operated by member
financial institutions that provides telecommunication services for its
membership. Participation is limited to securities brokers and dealers,
clearing and depository institutions, recognized exchanges for securities, and
investment management institutions. SWIFT provides a number of security
features through encryption and authentication to protect against unauthorized
access, loss or wrong delivery of messages, transmission errors, loss of
confidentiality and fraudulent changes to messages. Selection of this security
procedure would be most appropriate for existing SWIFT members.
[] REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered via
Computer-to-Computer (CPU-CPU) data communications between the Client and/or
its agent and State Street and/or its agent. Security procedures include
encryption and/or the use of a test key by those individuals authorized as
Automated Batch Verifiers or a callback procedure to those individuals.
Clients selecting this option should have an existing facility for completing
CPU-CPU transmissions. This delivery mechanism is typically used for
high-volume business such as shareholder redemptions and dividend payments.
[] TELEPHONE CONFIRMATION (CALL BACK) This procedure requires Clients to
designate individuals as authorized initiators and authorized verifiers. State
Street will verify that the instruction contains the signature of an authorized
person and prior to execution of the payment order, will contact someone other
than the originator at the Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the
capability to use other security procedures.
[] TEST KEY Test Key confirmation will be used to verify all non-repetitive
funds transfer instructions received via facsimile or phone. State Street
will provide test keys if this option is chosen. State Street will verify that
the instruction contains the signature of an authorized person and prior to
execution of the payment order, will authenticate the test key provided with
the corresponding test key at State Street. Selection of this alternative is
appropriate for Clients who do not have the capability to use other security
procedures.
[] REPETITIVE WIRES For situations where funds are transferred periodically
from an existing authorized account to the same payee (destination bank and
account number) and only the date and currency amount are variable, a
repetitive wire may be implemented. Repetitive wires will be subject to a $10
million limit. If the payment order exceeds the $10 million limit, the
instruction will be confirmed by telephone or test key prior to execution.
Repetitive wire instructions must be reconfirmed annually. Clients may
establish Repetitive Wires by following the agreed upon security procedures for
as described by Telephone Confirmation (Call Back) or Test Key. This
alternative is recommended whenever funds are frequently transferred between
the same two accounts.
29
[] STANDING INSTRUCTIONS Funds are transferred by State Street to a counter
party on the Client's established list of authorized counter parties. Only the
date and the dollar amount are variable. Clients may establish Standby
Instructions by following the agreed upon security procedures for
Non-Repetitive Wire Transfers as described by Telephone Confirmation (Call
Back) or Test Key. This option is used for transactions that include but are
not limited to Foreign Exchange Contracts, Time Deposits and Tri-Party
Repurchase Agreements.
[] AUTOMATED CLEARING HOUSE (ACH) State Street or its agent receives an
automated transmission from a Client for the initiation of payment (credit) or
collection (debit) transactions through the ACH network. The transactions
contained on each transmission or tape must be authenticated by the Client. The
transmission is sent from the Client's or its agent's system to State Street's
or its agent's system with encryption.
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
Xxxx X. Xxxxxxxx Xxxx Xxxxxxx
------------------------- --------------------------
Name Name
------------------------- --------------------------
Address Address
------------------------- --------------------------
City/State/Zip Code City/State/Zip Code
(000) 000-0000 (000) 000-0000
------------------------- --------------------------
Telephone Number Telephone Number
-------------------------
Facsimile Number
-------------------------
SWIFT Number
30
EXHIBIT C--REUTERS DATA SERVICE AGREEMENT
The undersigned acknowledges and agrees that some of the data being provided in
the service by State Street to either Fund contains information supplied to
State Street by Reuters America Inc. ("Reuters") (the "Data"). Such Fund
agrees that:
(i) although Reuters makes every effort to ensure the accuracy and
reliability of the Data, the Fund acknowledges that Reuters, its employees,
agents, contractors, subcontractors, contributors and third party providers
will not be liable for any loss, cost or damage suffered or incurred by the
Fund arising out of any fault, interruption or delays in the Data or out of any
inaccuracies, errors or omissions in the Data however such faults,
interruptions, delays, inaccuracies, errors or omissions arise, unless due to
the gross negligence or willful misconduct of Reuters;
(ii) it will not transfer, transmit, recirculate by digital or analogue
means, republish or resell all or part of the Data; and
(iii) certain parts of the Data are proprietary and unique to Reuters.
The undersigned further agrees that the benefit of this clause will inure to
the benefit of Reuters.
___________________________________
By: _______________________________
Title: ______________________________
Date: ______________________________
____________________________________
By: _______________________________
Title: ______________________________
Date: ______________________________
00
XXXXXXX X
XXXXX XXXXXX XXXXXX XXXXXXX NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain The British Bank of the Middle East (as delegate of the --
Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. --
People's The Hongkong and Shanghai Banking Corporation --
Republic of Limited, Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --
Costa Rica Banco BCT S.A. --
Croatia Privredana Banka Zagreb d.d --
Cyprus Barclays Bank Plc. Cyprus Offshore Banking Unit --
Czech Ceskoslovenska Obchodni Banka, A.S. --
Republic
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Xxxxxx Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Ltd. --
India Deutsche Bank AG; The Hongkong and Shanghai --
Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques en Cote d'Ivoire --
Jamaica Scotiabank Jamaica Trust and Merchant Bank, Ltd. --
Japan The Daiwa Bank, Limited; The Fuji Bank Limited Japan Securities Depository
33
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Jordan British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of The Hongkong and Shanghai Banking --
Korea Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank Malaysia Berhad --
Mauritius The Hongkong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse --
Oman The British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
34
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Poland Citibank (Poland) S.A. --
Bank Polska Kasa Opieki S.A.
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, AO, Moscow --
(as delegate of Credit Suisse First Boston, Zurich)
Singapore The Development Bank of Singapore Ltd. --
Slovak Ceskoslovenska Obchodna Banka A.S. --
Republic
Slovenia Banka Austria d.d. --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited --
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AS --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A.; Ottoman Bank --
Ukraine ING Bank, Ukraine --
35
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
United State Street Bank and Trust Company, --
Kingdom London Branch
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
36
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited;
-Reserve Bank Information andTransfer System
Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)
Belgium -Caisse Interprofessionnelle de Depot et de Virement de
Titres S.A.;
-Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidacao e
-Custodia (CBLC)
-Bolsa de Valores de Rio de Janeiro
- All SSB clients presently use CBLC
-Central de Custodia e de Liquidacao Financeira de Titulos
Bulgaria -Central Depository AD
-Bulgarian National Bank
Canada -The Canadian Depositoryfor Securities Limited
People's -Shanghai Securities Central Clearing and Registration
Republic Corporation;
of China -Shenzhen Securities Central Clearing Co., Ltd.
Costa Rica -Central de Valores S.A. (CEVAL)
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic --Stredisko cennych papiru;
-Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation des Valeurs
Mobilieres (SICOVAM)
37
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Germany -The Deutscher Borse Clearing AG
Greece -The Central Securities Depository (Apothetirion Titlon AE)
Hong Kong -The Central Clearing and Settlement System;
-Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest) Ltd.
(KELER) [Mandatory for Gov't Bonds only; SSB does not use for
other securities]
India -The National Securities Depository Limited
Indonesia -Bank Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Jamaica -The Jamaican Central Securities Depository
Japan -Bank of Japan Net System
Kenya -Central Bank of Kenya
Republic of -Korea Securities Depository Corporation
Korea
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial Instruments for
Lebanon and the Middle East (MIDCLEAR) X.X.X.; - The Central
Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -The Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading and
Safekeeping Systems
Mauritius -The Central Depository & Settlement Co. Ltd.
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el Deposito de
Valores);
Morocco -Maroclear
The Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. (NECIGEF)
-De Nederlandsche Bank N.V.
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of Securities)
Oman -Muscat Securities Market
Pakistan -Central Depository Company of Pakistan Limited
Peru -Caja de Valores y Liquidaciones S.A. (CAVALI)
Philippines -The Philippines Central Depository Inc.
-The Registry of Scripless Securities (XXXX) of the Bureau of
the Treasury
Poland -The National Depository of Securities (Krajowy Depozyt
Papierow Wartos'ciowych);
-Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and Depository Co.;
-Bucharest Stock Exchange Registry Division;
Singapore -The Central Depository (Pte)Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna Xxxxxx x.x.
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
39
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
Sri Lanka -Central Depository System (Pvt) Limited
Sweden -Vardepapperscentralen AB (the Swedish Central Securities
Depository)
Switzerland -Schweizerische Effekten - Giro AG;
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de Compensation et de
Depot de Valeurs Mobilieres
-Central Bank of Tunisia;
-Tunisian Treasury
Turkey -Takas ve Saklama Bankasi A.S. (TAKASBANK)
-Central Bank of Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office; The Central
Moneymarkets Office
Uruguay -Central Bank of Uruguay
Venezuela -Central Bank of Venezuela
Zambia -Lusaka Central Depository Limited
-Bank of Zambia
40
