CUSTODIAN AGREEMENT
(FOREIGN AND DOMESTIC SECURITIES)
This Custodian Agreement is made by and between UNITED JERSEY BANK
("Principal") and THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION ("Custodian").
Principal desires that Custodian hold and administer on behalf of Principal
certain Securities (as herein defined). Custodian is willing to do so on the
terms and conditions set forth in this Agreement. Accordingly, Principal and
Custodian agree as follows:
1. Definitions. Certain terms used in this Agreement are defined as
follows:
(a) "Account" means, collectively, each custodianship account main-
tained by Custodian pursuant to Paragraph 3 of this Agreement.
(b) "Depository" means a securities depository or clearing agency
incorporated or organized under the laws of the United States or a country other
than the United States which (i) operates as or is part of the central system
for handling securities or equivalent book-entries in that country, or (ii)
operates a transnational system for the central handling of securities or
equiva- lent book-entries, or (iii) is the subject of an exemptive order of the
U.S. Securities and Exchange Commission ("SEC") with respect to applicable
require- ments of SEC Rule 17f-5 under the Investment Company Act of 1940, 17
C.F.R. 270.17f-5, as amended.
(c) "Investment Manager" means an investment advisor or manager
identified by Principal in a written notice to Custodian as having the authority
to direct Custodian regarding the management, acquisition, or disposition of
Securities.
(d) "Securities" means domestic or foreign securities or both within
the meaning of regulations issued by (i) the U.S. Department of Labor ("DOL")
under Section 404(b) of the Employee Retirement Income Security Act of 1974
("ERISA"), 29 C.F.R. 2550.404b-1(a)(1), as amended, or (ii) the SEC under
Section 17(f) of the Investment Company Act of 1940, 17 C.F.R. 270.17f-5(c)(1),
as amended, which are held by Custodian in the Account, and shall include case
of any currency or other property and all income and proceeds of sale of such
securities or other property.
(e) "Sub-Custodian" means a foreign banking institution, trust
company, or other entity which is qualified to act as a foreign custodian.
2. Representations.
(a) Principal represents that with respect to any Account
established by Principal to hold Securities, Principal is authorized to enter
into this Agreement and to retain Custodian on the terms and conditions and
for the purposes described herein.
(b) Custodian represents that (i) it is organized under the laws of
the United States and has its principal place of business in the United States,
(ii) it is a bank within the meaning of Section 202(a)(2) of the Investment
Advisors Act of 1940 and Section 2(a)(5) of the Investment Company Act of 1940,
and (iii) as of the effective date hereof, it has equity capital in excess of
$1 million.
3. Establishment of Accounts. Principal hereby establishes with
Custodian, and may in the future establish, one or more Accounts in Principal's
name. The Account shall consist of Securities delivered to and receipted for by
Custodian. Custodian, in its sole discretion, may refuse to accept any property
now or hereafter delivered to it for inclusion in the Account. Custodian will
indicate to Principal in writing the specific reason for such rejection.
4. Custody. Subject to the terms of this Agreement, Custodian shall be
responsible for the safekeeping and custody of the Securities. Custodian may
(i) retain possession of all or any portion of the Securities in a foreign
branch or other office of Custodian, or (ii) retain, in accordance with
Paragraph 5 of this Agreement, one or more Sub-Custodian to hold all or any por-
tion of the Securities. Custodian and any Sub-Custodian may, in accordance with
Paragraph 5 of this Agreement, deposit definitive or book-entry Securities with
one or more Depositories.
(a) If Custodian retains possession of Securities, Custodian shall
ensure the Securities are at all times properly identified as being held for the
appropriate Account. Custodian shall segregate physically the Securities from
any Property owned by Custodian. Custodian shall not be required to segregate
physically the Securities from other securities or property held by Custodian
for third parties, but Custodian shall maintain adequate records showing the
true ownership of the Securities.
(b) If Custodian deposits Securities with a Sub-Custodian, Custodian
shall maintain adequate records showing the identity and location of the Sub-
Custodian, the Securities held by the Sub-Custodian, and each Account to which
such Securities belong. Sub-custodian shall not be required to segregate the
Securities from other securities or property held by sub-custodian for third
parties, but Custodian shall maintain adequate records showing the true owner-
ship of the Securities.
(c) If Custodian or any Sub-Custodian deposits Securities with a
Depository, Custodian shall maintain, or shall cause the Sub-Custodian to main-
tain, adequate records showing the identity and location of the Depository, the
Securities held by the Depository, and each Account to which such Securities
belong. Depository shall not be required to segregate the Securities from other
securities or property held by the Depository for third parties. Custodian shall
maintain adequate records showing the true ownership of the Securities.
(d) If Principal directs Custodian to deliver certificates or other
physical evidence or ownership of Securities to any broker or other party, other
than a Sub-Custodian or Depository employed by Custodian for purposes of main-
taining the Account, Custodian's sole responsibility shall be to exercise care
and diligence in effecting the delivery as instructed by Principal. Upon
completion of the delivery, Custodian shall be discharged completely of any
further liability or responsibility with respect to the safekeeping and custody
of Securities so delivered.
(e) Custodian shall ensure that (i) the Securities will not be sub-
ject to any right, charge, security interest, lien, or claim of any kind in
favor of Custodian or any Sub-Custodian or Depository except for the Securities'
safe custody or administration, and (ii) the beneficial ownership of the
Securities will be freely transferable without the payment of money or value
other than for safe custody or administration.
(f) Principal or its authorized representatives shall have reasonable
access to inspect books and records maintain by Custodian or any Sub-Custodian
or Depository holding Securities hereunder to verify the accuracy of such books
and records. Custodian shall notify Principal promptly of any applicable law or
regulation in any country where Securities are held that would restrict such
access or inspection.
(5) Sub-Custodians and Depositories. With Principal's approval, as pro-
vided in Paragraph 5(c) of this Agreement, Custodian may from time to time
retain one or more Sub-Custodians and Depositories to hold Securities here-
under.
(a) Custodian shall exercise reasonable care in the selection of Sub-
Custodians and Depositories. In making its selection, Custodian shall consider
(i) the Sub-Custodian's or Depository's financial strength, general reputation
and standing in the country in which it is located, its ability to provide
efficiently the custodial services required, and the relative cost of such
services, (ii) whether the Sub-Custodian or Depository would provide a level of
safeguards for safekeeping and custody of Securities not materially different
from those prevailing in the U.S., (iii) whether the Sub-Custodian or Depository
has branch offices in the U.S. in order to facilitate jurisdiction over and
enforcement of judgments against it, and (iv) in the case of a Depository, the
number of its participants and its operating history.
(b) Custodian shall give written notice to Principal of its intention
to deposit Securities with a Sub-Custodian or (directly or through a Sub-
Custodian) with a Depository. The notice shall identify the proposed Sub-
Custodian or Depository and shall include reasonably available information
relied on by Custodian in making the selection and, where applicable, a copy
of the proposed form of agreement with the Sub-Custodian or Depository.
(c) Within 30 days of its receipt of a notice from Custodian pursuant
to Paragraph 5(b) of this Agreement regarding Custodian's proposed selection of
one or more Sub-Custodians or Depositories, Principal shall give written notice
to Custodian of Principal's approval or disapproval of the proposed selection.
Principal hereby approves Custodian's retention of those Sub-Custodians and
Depositories, if any, that have been identified to it by Custodian prior to
Principal's execution of this Agreement, as referred to in Appendix A.
(d) Custodian shall evaluate and determine at least annually the
continued eligibility of each Sub-Custodian and Depository approved by Principal
to act as such hereunder. In discharging this responsibility, Custodian shall
(i) monitor continuously the day to day services and reports provided by each
Sub- Custodian or Depository, (ii) at least annually, obtain and review the
annual financial report published by such Sub-Custodian or Depository and any
reports on such Sub-Custodian or Depository prepared by a reputable independent
analyst, (iii) at least triennially, physically inspect the operations of such
Sub- Custodian or Depository and (iv) Custodian shall provide client with report
of annual review.
(e) If Custodian determines that any Sub-Custodian or Depository no
longer satisfies the applicable requirements described in Paragraph 1(b) (in the
case of a Depository) or Paragraph 1(c) (in the case of a Sub-Custodian) of this
Agreement or is otherwise no longer capable or qualified to perform the
functions contemplated herein, Custodian shall promptly give written notice
thereof to Principal. The notice shall, in addition, either (i) indicate
Custodian's intention to transfer Securities held by the removed Sub-Custodian
or Depository to another Sub-Custodian or Depository previously approved by
Principal, or (ii) include a notice pursuant to Paragraph 5(b) of this
Agreement of Custodian's intention to deposit Securities with a new Sub-
Custodian or Depository.
6. Registration. Subjects to any specific instructions from Principal,
Custodian shall hold or cause to be held all Securities in the name or nominee
of Custodian, or any Sub-Custodian or Depository approved by Principal pursuant
to Paragraph 5 of this Agreement, as Custodian shall determine to be appropriate
under the circumstances.
7. Transactions. Principal or any Investment Manager from time to time
may instruct Custodian (which in turn shall be responsible for giving appro-
priate instructions to any Sub-Custodian or Depository) regarding the purchase
or sale of Securities in accordance with this Paragraph 7:
(a) Custodian shall effect and account for each Securities and
currency sale on the date such transaction actually settles; provided, however,
that Principal may in it sole discretion direct Custodian, in such manner as
shall be acceptable to Custodian, to account for Securities and currency pur-
chases and sales on contractual settlement date, regardless of whether settle-
ment of such transactions actually occurs on contractual settlement date.
Principal may, from time to time, direct Custodian to change the accounting
method employed by Custodian in a written notice delivered to Custodian at least
thirty (30) days prior to the date a change in accounting method shall become
effective.
(b) Custodian shall effect purchases by charging the Account with the
amount necessary to make the purchase and effecting payment to the seller or
broker for the securities or other property purchased. Custodian shall have no
liability of any kind to any person, including Principal, except in the case of
negligent or intentional tortious acts, if the Custodian effects payment on
behalf of Principal, and the seller or broker fails to deliver the securities or
other property purchased. Custodian shall exercise such ordinary care as would
be employed by a reasonably prudent custodian and due diligence in examining and
verifying the certificates or other indicia of ownership of the property
purchased before accepting them.
(c) Custodian shall effect sales by delivering certificates or other
indicia of ownership of the Property, and, as instructed, shall receive cash for
such sales. Custodian shall have no liability of any kind to any person, includ-
ing Principal, if Custodian delivers such certificates or indicia of ownership
and the purchaser or broker fails to effect payment. If a purchase or sale is
effected through a Depository, Custodian shall exercise such care as would be
employed by a reasonably prudent custodian and due diligence in verifying proper
consummation of the transaction by the Depository.
(d) Principal or, where applicable, the Investment Manager, is
responsible for ensuring Custodian receives timely instructions and or/funds
to enable Custodian to effect settlement of any purchase or sale of Securities
or Foreign Exchange. If Custodian does not receive such timely instructions or
receipt of funds, Custodian shall have no liability of any kind to any person,
including Principal, for failing to effect settlement. However, Custodian shall
use reasonable efforts to effect settlement as soon as possible after receipt of
appropriate instructions. Principal shall be liable for interest compensation
to Custodian and/or counterparty for failure to deliver instructions or funds
in a timely manner to effect settlements of third party foreign exchange funds
movement.
(e) At the direction of Principal or the Investment Manager, as the
case may be, Custodian shall convert currency in the Account to other currencies
through customary channels including, without limitation, Custodian or any of
its affiliates, as shall be necessary to effect any transaction directed by
Principal or the Investment Manager. Principal or the Investment Manager, as the
case may be, acknowledges that 1) the foreign currency exchange department is a
part of the Custodian or one of its affiliates or subsidiaries, 2) the Account
is not obligated to effect foreign currency exchange with Custodian, 3) the
Custodian will receive benefits for such foreign currency transactions which
are in addition to the compensation which the Custodian receives for administer-
ing the Account, and 4) the Custodian will make available the relevant data so
that Principal or the Investment Manager, as the case may be, can determine that
the foreign currency exchange transactions are as favorable to the Account as
terms generally available in arm's length transactions between unrelated
parties.
(f) Custodian shall have no responsibility to manage or recommend
investments of the Account or to initiate any purchase, sale, or other invest-
ment transaction in the absence of instructions from Principal or, were
applicable, an Investment Manager.
8. Capital Changes; Income.
(a) Custodian may, without further instructions from Principal or any
Investment Manager, exchange temporary certificates and may surrender and
exchange Securities for other securities in connection with any reorganization,
recapitalization, or similar transaction in which the owner of the Securities is
not given an option. Custodian has no responsibility to effect any such
exchange unless it has received actual notice of the event permitting or
requiring such exchange at its office designated in Paragraph 14 of this
Agreement
(b) Custodian is authorized, as Principal's agent, to surrender
against payment maturing obligations and obligations called for redemption, and
to collect and receive payments of interest and principal, dividends, warrants,
and other things of value in connection with Securities. Except as otherwise
provided in Paragraph 15(d) of this Agreement, Custodian shall not be obligated
to enforce collection of any item by legal process or other means.
(c) Custodian is authorized to sign for Principal all declarations,
affidavits, certificates, or other documents that may be required to collect
or receive payments or distributions with respect to Securities. Custodian is
authorized to disclose, without further consent of Principal, Principal's
identity to issuers of Securities, or the agents of such issuers, who may
request such disclosure.
9. Notices re Account Securities. Custodian shall notify Principal or,
where applicable, the Investment Manager, of any reorganization, recapitaliza-
tion, or similar transaction not covered by Paragraph 8, and any subscription
rights, proxies, and other shareholder information pertaining to the Securities
actual notice of which is received by Custodian at its office designated in
Paragraph 14 of this Agreement. Custodian's sole responsibility in this regard
shall be to give such notices to Principal or the Investment Manager, as the
case may be, within a reasonable time after Custodian receives them, and
Custodian shall not otherwise be responsible for the timeliness of such notices.
Custodian has no responsibility to respond or otherwise act with respect to any
such notice unless and until Custodian has received appropriate instructions
from Principal or the Investment Manager.
10. Taxes. Custodian shall pay or cause to be paid from the Account all
taxes and levies in the nature of taxes imposed on the Account or the
Securities thereof any country. However, Custodian shall use reasonable efforts
to obtain refunds of taxes withheld on Securities or the income thereof that
are available under applicable tax laws, treaties, and regulations.
11. Cash. By executing this Agreement Principal directs Custodian to hold
Account cash or any currency in The HighMark Group of mutual funds or in any
investment company for which Custodian or its affiliates or subsidiaries, acts
as investment advisor, custodies the assets, or provides other services.
Principal shall designate the particular HighMark fund or such other above-
mentioned fund that Principal deems appropriate for the Account. Principal or
an Investment Manager, where applicable, acknowledges that Custodian will
receive fees for such services which will be in addition to those fees charged
by Custodian as agent for the Account.
12. Reports. Custodian shall give written reports to Principal showing
(i) each transaction involving Securities effected by or reported to Custodian,
(ii) the identity and location of Securities held by Custodian as of the date
of the report, (iii) any transfer of location of Securities not otherwise
reported, and (iv) such other information as shall be agreed upon by Principal
and Custodian. Unless otherwise agreed upon by Principal and Custodian,
Custodian shall provide the reports described in this Paragraph 12 on a monthly
basis.
13. Instructions from Principal.
(a) Principal shall certify or cause to be certified to Custodian in
writing the names and specimen signatures of all persons authorized to give
instructions, notices, or other communications on behalf of Principal or any
Investment Manager. Such certification shall remain effective until Custodian
receives notice to the contrary.
(b) Principal or any Investment Manager may give any instruction,
notice, or other communication called for this Agreement to Custodian in
writing, or by telecopy, telex, telegram, or other form of electronic
communication acceptable to Custodian. However, Principal or the Investment
Manager shall confirm promptly any oral communication in writing. Custodian
shall not be responsible for any unauthorized use of any form of electronic
communication purporting to come from Principal or Investment Manager.
(c) All such communications shall be deemed effective upon receipt
by Custodian at its address specified in Paragraph 14 of this Agreement, as
amended from time to time. Custodian without liability may rely upon and act
in accordance with any instruction that Custodian in good faith believes has
been given by Principal or an Investment Manager.
(d) Custodian may at any time request instructions from Principal
and may await such instructions without incurring liability. Custodian has no
obligation to act in the absence of such requested instructions, but may,
however, without liability take such action as it deems appropriate to carry
out the purposes of this Agreement.
14. Addresses. Until further notice from either party, all communications
called for under this Agreement shall be addressed as follows:
If to Principal:
United Jersey Bank
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx Xxxxxxxxxx, V.P.
Manager Custody Administration
Telephone: 000-000-0000
Telecopier: 000-000-0000
If to Custodian:
THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION
Mitsubishi Global Custody
000 Xxxxxxx Xxxxxx, 00 Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxx X. Xxxxxx, Vice President
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Telex (Answerback): 215748/MBCTD UR
15. Custodian's Responsibilities and Liabilities.
(a) Custodian's duties and responsibilities shall be limited to those
expressly set forth in this Agreement, or as otherwise agreed by Custodian in
writing. In carrying out its responsibilities, Custodian shall exercise no less
than the same degree of care and diligence it usually exercises with respect
to similar property of its own.
(b) 1) - Insurance, Custodian (i) shall not be required to maintain
any special insurance for the benefit of Principal, and (ii) shall not be liable
or responsible for any loss of or damage to Securities resulting from any causes
beyond Custodian's reasonable control including, without limitations, acts of
God, war, government action, civil commotion, fire, earthquake, or other
casualty or disaster. However, Custodian shall use reasonable efforts to replace
Securities lost or damaged due to such causes with securities of the same class
and issue with all rights and privileges pertaining thereto. Insurance coverage
by agent is disclosed in annual Sub-Agent Review.
(b)2) Disaster Recovery. Custodian has detailed disaster recovery
plan, including a hot-site backup. Custodian reviews and conducts a test of the
plan annually.
(c) The parties intend that Custodian shall not be considered a
fiduciary of the Account. Accordingly, Custodian shall have no power to make
decisions regarding any policy, interpretation, practice, or procedure with
respect to the Account, but shall perform the ministerial and administrative
functions described in this Agreement as provided herein and within the frame-
work of policies, interpretations, rules, practices, and procedures made by
Principal or an investment manager, where applicable, as the same shall be
reflected in instructions to Custodian from Principal or any Investment Manager.
(d) Custodian shall not be required to appear in or defend any legal
proceedings with respect to the Account or the Securities unless Custodian has
been idemnified to its satisfaction against loss and expense (including reason-
able attorney's fees).
(e) Custodian may consult with counsel acceptable to it and after
written notification to Principal concerning its duties and responsibilities
under this Agreement, and shall not be liable for any action taken or not
taken in good faith on the advise of such counsel. Custodian will only consult
counsel in matters outside the ordinary operations of the account. Principal has
ten (10) days after receipt of written notice to contact custodian about such
consultation.
16. Indemnities.
(a) Principal hereby agrees to indemnify Custodian against all
liability, claims, demands, damages, losses, and costs, including reasonable
attorney's fees and expenses of legal proceedings, resulting from Custodian's
compliance with instructions from Principal or any Investment Manager and the
terms of this Agreement, except where Custodian has acted with negligence or
willful misconduct.
(b) Custodian's right to indemnity under Paragraph 16(a) of this
Agreement shall survive the termination of this Agreement.
17. Compensation: Expenses. Principal shall reimburse Custodian for all
reasonable out-of-pocket expenses incurred by Custodian in the administration
of the Account including, without limitation, reasonable counsel fees incurred
by Custodian pursuant to Paragraph 15(e) of this Agreement. Principal also shall
pay Custodian reasonable compensation for its services hereunder as specified
in Appendix B. Custodian shall be entitled to withdraw such expenses or compen-
sation from the Account if Principal fails to pay the same to Custodian within
a reasonable time (not to exceed 45 days) after Custodian has sent an appro-
priate billing to Principal.
18. Amendment: Termination. This Agreement may be amended at any time by
a written instrument signed by the parties. Either party may terminate this
Agreement and the Account upon 90 days' written notice to the other unless the
parties agree on a different time period. Upon such termination, Custodian shall
deliver or cause to be delivered the Securities, less any amounts due and
owing to Custodian under this Agreement, to a successor custodian designated by
Principal or, if a successor custodian has not accepted an appointment by the
effective date of termination of the Account, to Principal. Upon completion of
such delivery Custodian shall be discharged of any further liability or
responsibility with respect to the Securities so delivered.
20. Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors in interest.
21. Governing Law. The validity, construction, and administration of this
Agreement shall be governed by the applicable laws of the United States from
time to time in force and effect and, to the extent not preempted by such laws
of the United States, by the laws of the State of California from time to time
in force and effect.
22. Effective Date. This Agreement shall be effective as of the date
appearing below, and shall supersede any prior or existing agreements between
the parties pertaining to the subject matter hereof.
Date ______________________________
UNITED JERSEY BANK
Attested By:
By: /s/ R.D.R. /s/ Xxxxx Xxxxxxx
--------------------------------------- ---------------------------------
Authorized Signature
Xxxxxxx X. Xxxx Xxxxx Xxxxxxx
Senior Vice President Assistant Secretary
Title: ________________________________ Title: __________________________
"Principal"
4/22/92
Date: _________________________________
THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION
/s/ Xxxxx X. Xxxxxxx
By: ____________________________________
Vice President
Title: _________________________________
/s/ [Illegible Signature]
By: ____________________________________
Vice President
Title: _________________________________
"Custodian"
April 17, 1992
Date: __________________________________
APPENDIX A
SUB-CUSTODIAN NETWORK SUMMARY
_______________________________________________________________________________
Credit Ratings
Equity --------------------
Market Sub-Custodian (US$ mill) IBCA Xxxxx'x S&P
------------- ------------------------------ ---------- ---- ------- ---
Australia National Australia Bank $6,157 AA Aa3 AA
Belgium Kredietbank $1,407 AA- Aa2 A+
Canada Royal Bank of Canada $5,612 AA Aa2 AA
Denmark Den Danske Bank $3,557 AA- Aa2 A+
Euro-CDs First National Bank of Chicago $2,812 A- A1 A
Finland Union Bank of Finland $2,526 A+ Aa3 A
France Banque Indosuez $2,175 AA Aa3 AA-
Germany Hessische Landesbank GZ $1,012 AAA Aaa AAA
Hong Kong Hong Kong & Shanghai Bank $7,798 AA- P-1 X-0
Xxxxxxxxx Standard Chartered Bank $1,967 A- A2 -NR-
Italy Banca Commerciale Italiana $4,286 AA Aa3 AA-
Japan Mitsubishi Bank $11,798 AA+ Aa1 AA
Malaysia Malayan Banking Berhad $ 663 -NR- -NR- -NR-
Mexico Citibank N.A. (Mexico Branch) $9,730 A- A2 A
Netherlands ABN AMRO Bank $8,964 AA Aa1 AA-
New Zealand National Australia Bank (NZ) $6,157 AA Aa3 AA
Norway Christiania Bank $ 401 BBB+ X0 X-0
Xxxxxxxxx DBS Bank $1,707 -NR- -NR- -NR-
Spain Banco Bilbao Vizcaya $5,648 AA P-1 AA-
Sweden Swenska Handelsbanken $2,980 AA Aa3 AA
Switzerland Union Bank of Switzerland $13,403 AAA Aaa AAA
Taiwan Standard Chartered Bank $1,967 A- A2 -NR-
Thailand Hong Kong & Shanghai Bank $7,798 AA- X-0 X-0
X.X. National Westminster Bank $11,647 AA+ Aa1 AA+
MITSUBISHI GLOBAL CUSTODY
CUSTODY FEES
TRANSACTION --------------------------------------------------------------------------------
FEES .02% .05% .10% .15% .20% .30%
----------------------------------------------------------------------------------------------
$ 00 Xxxxxx XXXXX Xxxxx
Xxxxxx Xxxxxx Euroclear
First Chicago
----------------------------------------------------------------------------------------------
$ 00 Xxxxxxx Xxxxxxxxxxx Xxxxxx
----------------------------------------------------------------------------------------------
$ 00 Xxxxxxx Xxxxxxx Xxxxxxxxx Finland
France Sweden New Zealand Singapore
Germany United Kingdom
Norway
Switzerland
----------------------------------------------------------------------------------------------
$100 Denmark Hong Kong Italy Malaysia
Thailand Indonesia
Portugal
-----------------------------------------------------------------------------------------------
$125 Philippines Spain
Taiwan
------------------------------------------------------------------------------------------------
Third-Party Wires: Domestic $25.00
Foreign $35.00
APPENDIX B
The Bank of California will charge the standard fee schedule by market.
The fees will be computed quarterly on the average net asset value for the
period.
