XXXXXXXXXXX REAL ESTATE FUND
CUSTODY AGREEMENT
Agreement made as of this ___ day of November, 2001 between XXXXXXXXXXX REAL ESTATE FUND a business
trust organized and existing under the laws of the Commonwealth of Massachusetts, having its principal office and
place of business at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the "Fund"), and Citibank
a New York corporation authorized to do a banking business, having its principal office and place of business at
000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the "Custodian").
W I T N E S S E T H
that for and in consideration of the mutual promises hereinafter set forth, the Fund and the Custodian agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, shall have the following meanings:
1. "Agreement" shall mean this Custody Agreement and all Appendices and Certifications described in the
Exhibits delivered in connection herewith.
2. "Authorized Person" shall mean any person, whether or not such person is an Officer or employee of
the Fund, duly authorized by the Board of Trustees of the Fund to give Oral Instructions and Written Instructions
on behalf of the Fund and listed in the Certificate annexed hereto as Appendix A or such other Certificate as may
be received by the Custodian from time to time, provided that each person who is designated in any such
Certificate as an "Officer of OSS" shall be an Authorized Person only for purposes of Articles XII and XIII
hereof.
3. "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for United States and
federal agency securities, its successor or successors and its nominee or nominees.
4. "Call Option" shall mean an exchange traded Option with respect to Securities other than Index,
Futures Contracts, and Futures Contract Options entitling the holder, upon timely exercise and payment of the
exercise price, as specified therein, to purchase from the writer thereof the specified underlying instruments,
currency, or Securities.
5. "Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian which is actually received (irrespective of constructive
receipt) by the Custodian and signed on behalf of the Fund by any two Officers. The term Certificate shall also
include instructions by the Fund to the Custodian communicated by a Terminal Link.
6. "Clearing Member" shall mean a registered broker-dealer which is a clearing member under the
rules of O.C.C. and a member of a national securities exchange qualified to act as a custodian for an investment
company, or any broker-dealer reasonably believed by the Custodian to be such a clearing member.
7. "Collateral Account" shall mean a segregated account so denominated which is specifically
allocated to a Series and pledged to the Custodian as security for, and in consideration of, the Custodian's
issuance of any Put Option guarantee letter or similar document described in paragraph 8 of Article V herein.
8. "Covered Call Option" shall mean an exchange traded Option entitling the holder, upon timely
exercise and payment of the exercise price, as specified therein, to purchase from the writer thereof the
specified underlying instruments, currency, or Securities (excluding Futures Contracts) which are owned by the
writer thereof.
9. "Depository" shall mean The Depository Trust Company ("DTC"), a clearing agency registered with
the Securities and Exchange Commission, its successor or successors and its nominee or nominees. The term
"Depository" shall further mean and include any other person authorized to act as a depository under the
Investment Company Act of 1940, its successor or successors and its nominee or nominees, specifically identified
in a certified copy of a resolution of the Fund's Board of Trustees specifically approving deposits therein by
the Custodian, including, without limitation, a Foreign Depository.
10. "Financial Futures Contract" shall mean the firm commitment to buy or sell financial
instruments on a U.S. commodities exchange or board of trade at a specified future time at an agreed upon price.
11. "Foreign Subcustodian" shall mean an "Eligible Foreign Custodian" as defined in Rule 17-5 which
is appointed by the Custodian to perform or coordinate the receipt, custody and delivery of Foreign Property of
the Fund outside the United States in a manner consistent with the provisions of this Agreement and whose written
contract is approved by the Board of Trustees of the Fund in accordance with Rule 17f-5. References to the
Custodian herein shall, when appropriate, include reference to its Foreign Subcustodians.
12. "Foreign Depository" shall mean an entity organized under the laws of a foreign country which
operates a system outside the United States in general use by foreign banks and securities brokers for the
central or transnational handling of securities or equivalent book-entries which is regulated by a foreign
government or agency thereof and which is an "Eligible Foreign Custodian" as defined in Rule 17f-5.
13. "Foreign Securities" shall mean securities and/or short term paper as defined in Rule 17f-5
under the Act, whether issued in registered or bearer form.
14. "Foreign Property" shall mean Foreign Securities and money of any currency which is held
outside of the United States.
15. "Futures Contract" shall mean a Financial Futures Contract and/or Index Futures Contracts.
16. "Futures Contract Option" shall mean an Option with respect to a Futures Contract.
17. "Investment Company Act of 1940" shall mean the Investment Company Act of 1940, as amended, and
the rules and regulations thereunder.
18. "Index Futures Contract" shall mean a bilateral agreement pursuant to which the parties agree
to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the
value of a particular index at the close of the last business day of the contract and the price at which the
futures contract is originally struck.
19. "Index Option" shall mean an exchange traded Option entitling the holder, upon timely exercise,
to receive an amount of cash determined by reference to the difference between the exercise price and the value
of the index on the date of exercise.
20. "Margin Account" shall mean a segregated account in the name of a broker, dealer, futures
commission merchant, or a Clearing Member, or in the name of the Fund for the benefit of a broker, dealer,
futures commission merchant, or Clearing Member, or otherwise, in accordance with an agreement between the Fund,
the Custodian and a broker, dealer, futures commission merchant or a Clearing Member (a "Margin Account
Agreement"), separate and distinct from the custody account, in which certain Securities and/or money of the Fund
shall be deposited and withdrawn from time to time in connection with such transactions as the Fund may from time
to time determine. Securities held in the Book-Entry System or a Depository shall be deemed to have been
deposited in, or withdrawn from, a Margin Account upon the Custodian's effecting an appropriate entry in its
books and records.
21. "Money Market Security" shall mean all instruments and obligations commonly known as a money
market instruments, where the purchase and sale of such securities normally requires settlement in federal funds
on the same day as such purchase or sale, including, without limitation, certain Reverse Repurchase Agreements,
debt obligations issued or guaranteed as to interest and/or principal by the government of the United States or
agencies or instrumentalities thereof, any tax, bond or revenue anticipation note issued by any state or
municipal government or public authority, commercial paper, certificates of deposit and bankers' acceptances,
repurchase agreements with respect to Securities and bank time deposits.
22. "Nominee" shall mean, in addition to the name of the registered nominee of the Custodian, (i) a
partnership or other entity of a Foreign Subcustodian which is used solely for the assets of its customers other
than the Custodian and the Foreign Subcustodian, if any, by which it was appointed; or (ii) the nominee of a
Foreign Depository which is used for the securities and other assets of its customers, members or participants.
23. "O.C.C." shall mean the Options Clearing Corporation, a clearing agency registered under Section
17A of the Securities Exchange Act of 1934, its successor or successors, and its nominee or nominees.
24. "Officers" shall mean the President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer, and any other person or persons, whether or not any
such other person is an officer or employee of the Fund, but in each case only if duly authorized by the Board of
Trustees of the Fund to execute any Certificate, instruction, notice or other instrument on behalf of the Fund
and listed in the Certificate annexed hereto as Appendix B or such other Certificate as may be received by the
Custodian from time to time; provided that each person who is designated in any such Certificate as holding the
position of "Officer of OSS" shall be an Officer only for purposes of Articles XII and XIII hereof.
25. "Option" shall mean a Call Option, Covered Call Option, Index Option and/or a Put Option.
26. "Oral Instructions" shall mean verbal instructions actually received (irrespective of
constructive receipt) by the Custodian from an Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person.
27. "Put Option" shall mean an exchange traded Option with respect to instruments, currency, or
Securities other than Index Options, Futures Contracts, and Futures Contract Options entitling the holder, upon
timely exercise and tender of the specified underlying instruments, currency, or Securities, to sell such
instruments, currency, or Securities to the writer thereof for the exercise price.
28. "Repurchase Agreement" shall mean an agreement pursuant to which the Fund buys Securities and
agrees to resell such Securities at a described or specified date and price.
29. "Reverse Repurchase Agreement" shall mean an agreement pursuant to which the Fund sells
Securities and agrees to repurchase such Securities at a described or specified date and price.
30. "Rule 17f-5" shall mean Rule 17f-5 (Reg. ?270.17f-5) promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended.
31. "Security" shall be deemed to include, without limitation, Money Market Securities, Call
Options, Put Options, Index Options, Index Futures Contracts, Index Futures Contract Options, Financial Futures
Contracts, Financial Futures Contract Options, Reverse Repurchase Agreements, over the counter Options on
Securities, common stocks and other securities having characteristics similar to common stocks, preferred stocks,
debt obligations issued by state or municipal governments and by public authorities, (including, without
limitation, general obligation bonds, revenue bonds, industrial bonds and industrial development bonds), bonds,
debentures, notes, mortgages or other obligations, and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase, sell or subscribe for the same, or evidencing or representing any other
rights or interest therein, or rights to any property or assets.
32. "Senior Security Account" shall mean an account maintained and specifically allocated to a
Series under the terms of this Agreement as a segregated account, by recordation or otherwise, within the custody
account in which certain Securities and/or other assets of the Fund specifically allocated to such Series shall
be deposited and withdrawn from time to time in accordance with Certificates received by the Custodian in
connection with such transactions as the Fund may from time to time determine.
33. "Series" shall mean the various portfolios, if any, of the Fund as described from time to time
in the current and effective prospectus for the Fund, except that if the Fund does not have more than one
portfolio, "Series" shall mean the Fund or be ignored where a requirement would be imposed on the Fund or the
Custodian which is unnecessary if there is only one portfolio.
34. "Shares" shall mean the shares of beneficial interest of the Fund and its Series.
35. "Terminal Link" shall mean an electronic data transmission link between the Fund and the
Custodian requiring in connection with each use of the Terminal Link the use of an authorization code provided by
the Custodian and at least two access codes established by the Fund, provided, that the Fund shall have delivered
to the Custodian a Certificate substantially in the form of Appendix C.
36. "Transfer Agent" shall mean Xxxxxxxxxxx Shareholder Services, a division of Xxxxxxxxxxx
Management Corporation, its successors and assigns.
37. "Transfer Agent Account" shall mean any account in the name of the Fund, or the Transfer Agent,
as agent for the Fund, maintained with United Missouri Bank or such other Bank designated by the Fund in a
Certificate.
38. "Written Instructions" shall mean written communications actually received (irrespective of
constructive receipt) by the Custodian from an Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such system whereby the receiver of such
communications is able to verify by codes or otherwise with a reasonable degree of certainty the identity of the
sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as custodian of the Securities and
moneys at any time owned or held by the Fund during the period of this Agreement.
2. The Custodian hereby accepts appointment as such custodian and agrees to perform the duties
thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except for monies received and maintained in the Transfer Agent Account, or as otherwise
provided in paragraph 7 of this Article or in Article VIII or XV, the Fund will deliver or cause to be delivered
to the Custodian all Securities and all moneys owned by it, at any time during the period of this Agreement, and
shall specify with respect to such Securities and money the Series to which the same are specifically allocated,
and the Custodian shall not be responsible for any Securities or money not so delivered. Except for assets held
at DTC, the Custodian shall physically segregate, keep and maintain the Securities of the Series separate and
apart from each other Series and from other assets held by the Custodian. Except as otherwise expressly provided
in this Agreement, the Custodian will not be responsible for any Securities and moneys not actually received by
it, unless the Custodian has been negligent or has engaged in willful misconduct with respect thereto. The
Custodian will be entitled to reverse any credit of money made on the Fund's behalf where such credits have been
previously made and moneys are not finally collected, unless the Custodian has been negligent or has engaged in
willful misconduct with respect thereto; provided that if such reversal is 30 days or more after the credit was
issued, the Custodian will give five days' prior notice of such reversal. The Fund shall deliver to the
Custodian a certified resolution of the Board of Trustees of the Fund, substantially in the form of Exhibit A
hereto, approving, authorizing and instructing the Custodian on a continuous and on-going basis to deposit in the
Book-Entry System all Securities eligible for deposit therein, regardless of the Series to which the same are
specifically allocated and to utilize the Book-Entry System to the extent possible in connection with its
performance hereunder, including, without limitation, in connection with settlements of purchases and sales of
Securities, loans of Securities and deliveries and returns of Securities collateral. Prior to a deposit of
Securities specifically allocated to a Series in any Depository, the Fund shall deliver to the Custodian a
certified resolution of the Board of Trustees of the Fund, substantially in the form of Exhibit B hereto,
approving, authorizing and instructing the Custodian on a continuous and ongoing basis until instructed to the
contrary by a Certificate to deposit in such Depository all Securities specifically allocated to such Series
eligible for deposit therein, and to utilize such Depository to the extent possible with respect to such
Securities in connection with its performance hereunder, including, without limitation, in connection with
settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of Securities
collateral. Securities and moneys deposited in either the Book-Entry System or a Depository will be represented
in accounts which include only assets held by the Custodian for customers, including, but not limited to,
accounts in which the Custodian acts in a fiduciary or representative capacity and will be specifically allocated
on the Custodian's books to the separate account for the applicable Series. Prior to the Custodian's accepting,
utilizing and acting with respect to Clearing Member confirmations for Options and transactions in Options for a
Series as provided in this Agreement, the Custodian shall have received a certified resolution of the Fund's
Board of Trustees, substantially in the form of Exhibit C hereto, approving, authorizing and instructing the
Custodian on a continuous and on-going basis, until instructed to the contrary by a Certificate to accept,
utilize and act in accordance with such confirmations as provided in this Agreement with respect to such Series.
All Securities are to be held or disposed of by the Custodian for, and subject at all times to the instructions
of, the Fund pursuant to the terms of this Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any Securities except as provided by the terms of this Agreement, and
shall have the sole power to release and deliver Securities held pursuant to this Agreement.
2. The Custodian shall establish and maintain separate accounts, in the name of each Series, and
shall credit to the separate account for each Series all moneys received by it for the account of the Fund with
respect to such Series. Money credited to a separate account for a Series shall be subject only to drafts,
orders, or charges of the Custodian pursuant to this Agreement and shall be disbursed by the Custodian only:
(a) As hereinafter provided;
(b) Pursuant to Certificates or Resolutions of the Fund's Board of Trustees
certified by an Officer and by the Secretary or Assistant Secretary of the Fund setting forth the name and
address of the person to whom the payment is to be made, the Series account from which payment is to be made, the
purpose for which payment is to be made, and declaring such purpose to be a proper corporate purpose; provided,
however, that amounts representing dividends, distributions, or redemptions proceeds with respect to Shares shall
be paid only to the Transfer Agent Account;
(c) In payment of the fees and in reimbursement of the expenses and liabilities of
the Custodian attributable to such Series and authorized by this Agreement; or
(d) Pursuant to Certificates to pay interest, taxes, management fees or operating
expenses (including, without limitation thereto, Board of Trustees' fees and expenses, and fees for legal
accounting and auditing services), which Certificates set forth the name and address of the person to whom
payment is to be made, state the purpose of such payment and designate the Series for whose account the payment
is to be made.
3. Promptly after the close of business on each day, the Custodian shall furnish the Fund with
confirmations and a summary, on a per Series basis, of all transfers to or from the account of the Fund for a
Series, either hereunder or with any co-custodian or subcustodian appointed in accordance with this Agreement
during said day. Where Securities are transferred to the account of the Fund for a Series but held in a
Depository, the Custodian shall upon such transfer also by book-entry or otherwise identify such Securities as
belonging to such Series in a fungible bulk of Securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's account on the books of the Book-Entry System or the Depository. At least
monthly and from time to time, the Custodian shall furnish the Fund with a detailed statement, on a per Series
basis, of the Securities and moneys held under this Agreement for the Fund.
4. Except as otherwise provided in paragraph 7 of this Article and in Article VIII, all Securities
held by the Custodian hereunder, which are issued or issuable only in bearer form, except such Securities as are
held in the Book-Entry System, shall be held by the Custodian in that form; all other Securities held hereunder
may be registered in the name of the Fund, in the name of any duly appointed registered nominee of the Custodian
as the Custodian may from time to time determine, or in the name of the Book-Entry System or a Depository or
their successor or successors, or their nominee or nominees. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in
the name of its registered nominee or in the name of the Book-Entry System or a Depository any Securities which
it may hold hereunder and which may from time to time be registered in the name of the Fund. The Custodian shall
hold all such Securities specifically allocated to a Series which are not held in the Book-Entry System or in a
Depository in a separate account in the name of such Series physically segregated at all times from those of any
other person or persons.
5. Except as otherwise provided in this Agreement and unless otherwise instructed to the contrary
by a Certificate, the Custodian by itself, or through the use of the Book-Entry System or a Depository with
respect to Securities held hereunder and therein deposited, shall with respect to all Securities held for the
Fund hereunder in accordance with preceding paragraph 4:
(a) Promptly collect all income, dividends and distributions due or payable;
(b) Promptly give notice to the Fund and promptly present for payment and collect the
amount of money or other consideration payable upon such Securities which are called, but only if either (i) the
Custodian receives a written notice of such call, or (ii) notice of such call appears in one or more of the
publications listed in Appendix D annexed hereto, which may be amended at any time by the Custodian without the
prior consent of the Fund, provided the Custodian gives prior notice of such amendment to the Fund;
(c) Promptly present for payment and collect for the Fund's account the amount
payable upon all Securities which mature;
(d) Promptly surrender Securities in temporary form in exchange for definitive
Securities;
(e) Promptly execute, as custodian, any necessary declarations or certificates of
ownership under the Federal Income Tax Laws or the laws or regulations of any other taxing authority now or
hereafter in effect;
(f) Hold directly, or through the Book-Entry System or the Depository with respect to
Securities therein deposited, for the account of a Series, all rights and similar securities issued with respect
to any Securities held by the Custodian for such Series hereunder; and
(g) Promptly deliver to the Fund all notices, proxies, proxy soliciting materials,
consents and other written information (including, without limitation, notices of tender offers and exchange
offers, pendency of calls, maturities of Securities and expiration of rights) relating to Securities held
pursuant to this Agreement which are actually received by the Custodian, such proxies and other similar materials
to be executed by the registered holder (if Securities are registered otherwise than in the name of the Fund),
but without indicating the manner in which proxies or consents are to be voted.
6. Upon receipt of a Certificate and not otherwise, the Custodian, directly or through the use of
the Book-Entry System or the Depository, shall:
(a) Promptly execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other instruments whereby the authority of the Fund as
owner of any Securities held hereunder for the Series specified in such Certificate may be exercised;
(b) Promptly deliver any Securities held hereunder for the Series specified in such
Certificate in exchange for other Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any corporation, or the exercise of any
right, warrant or conversion privilege and receive and hold hereunder specifically allocated to such Series any
cash or other Securities received in exchange;
(c) Promptly deliver any Securities held hereunder for the Series specified in such
Certificate to any protective committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of assets of any corporation, and
receive and hold hereunder specifically allocated to such Series in exchange therefor such certificates of
deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery or
such Securities as may be issued upon such delivery; and
(d) Promptly present for payment and collect the amount payable upon Securities which
may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained herein, the Custodian shall not be required
to obtain possession of any instrument or certificate representing any Futures Contract, any Option, or any
Futures Contract Option until after it shall have determined, or shall have received a Certificate from the Fund
stating, that any such instruments or certificates are available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the availability of any such instrument or certificate.
Prior to such availability, the Custodian shall comply with Section 17(f) of the Investment Company Act of 1940
in connection with the purchase, sale, settlement, closing out or writing of Futures Contracts, Options, or
Futures Contract Options by making payments or deliveries specified in Certificates in connection with any such
purchase, sale, writing, settlement or closing out upon its receipt from a broker, dealer, or futures commission
merchant of a statement or confirmation reasonably believed by the Custodian to be in the form customarily used
by brokers, dealers, or future commission merchants with respect to such Futures Contracts, Options, or Futures
Contract Options, as the case may be, confirming that such Security is held by such broker, dealer or futures
commission merchant, in book-entry form or otherwise in the name the Custodian (or any nominee of the Custodian)
as custodian for the Fund; provided, however, that notwithstanding the foregoing, payments to or deliveries from
the Margin Account and payments with respect to Securities to which a Margin Account relates, shall be made in
accordance with the terms and conditions of the Margin Account Agreement. Whenever any such instruments or
certificates are available, the Custodian shall, notwithstanding any provision in this Agreement to the contrary,
make payment for any Futures Contract, Option, or Futures Contract Option for which such instruments or such
certificates are available only against the delivery to the Custodian of such instrument or such certificate, and
deliver any Futures Contract, Option or Futures Contract Option for which such instruments or such certificates
are available only against receipt by the Custodian of payment therefor. Any such instrument or certificate
delivered to the Custodian shall be held by the Custodian hereunder in accordance with, and subject to, the
provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
OTHER THAN OPTIONS, FUTURES CONTRACTS,
FUTURES CONTRACT OPTIONS, REPURCHASE AGREEMENTS,
REVERSE REPURCHASE AGREEMENTS AND SHORT SALES
1. Promptly after each execution of a purchase of Securities by the Fund, other than a purchase of
an Option, a Futures Contract, a Futures Contract Option, a Repurchase Agreement, a Reverse Repurchase Agreement
or a Short Sale, the Fund shall deliver to the Custodian (i) with respect to each purchase of Securities which
are not Money Market Securities, a Certificate, and (ii) with respect to each purchase of Money Market
Securities, a Certificate, oral Instructions or Written Instructions, specifying with respect to each such
purchase: (a) the Series to which such Securities are to be specifically allocated; (b) the name of the issuer
and the title of the Securities; (c) the number of shares or the principal amount purchased and accrued interest,
if any; (d) the date of purchase and settlement; (e) the purchase price per unit; (f) the total amount payable
upon such purchase; (g) the name of the person from whom or the broker through whom the purchase was made, and
the name of the clearing broker, if any; and (h) the name of the broker or other party to whom payment is to be
made. Custodian shall, upon receipt of such Securities purchased by or for the Fund, pay to the broker specified
in the Certificate out of the moneys held for the account of such Series the total amount payable upon such
purchase, provided that the same conforms to the total amount payable as set forth in such Certificate, oral
Instructions or Written Instructions.
2. Promptly after each execution of a sale of Securities by the Fund, other than a sale of any
Option, Futures Contract, Futures Contract Option, Repurchase Agreement, Reverse Repurchase Agreement or Short
Sale, the Fund shall deliver such to the Custodian (i) with respect to each sale of Securities which are not
Money Market Securities, a Certificate, and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying with respect to each such sale: (a) the
Series to which such Securities were specifically allocated; (b) the name of the issuer and the title of the
Security; (c) the number of shares or principal amount sold, and accrued interest, if any; (d) the date of sale
and settlement; (e) the sale price per unit; (f) the total amount payable to the Fund upon such sale; (g) the
name of the broker through whom or the person to whom the sale was made, and the name of the clearing broker, if
any; and (h) the name of the broker to whom the Securities are to be delivered. On the settlement date, the
Custodian shall deliver the Securities specifically allocated to such Series to the broker in accordance with
generally accepted street practices and as specified in the Certificate upon receipt of the total amount payable
to the Fund upon such sale, provided that the same conforms to the total amount payable as set forth in such
Certificate, oral Instructions or Written Instructions.
ARTICLE V
OPTIONS
1. Promptly after each execution of a purchase of any Option by the Fund other than a closing
purchase transaction, the Fund shall deliver to the Custodian a Certificate specifying with respect to each
Option purchased: (a) the Series to which such Option is specifically allocated; (b) the type of Option (put or
call); (c) the instrument, currency, or Security underlying such Option and the number of Options, or the name of
the in the case of an Index Option, the index to which such Option relates and the number of Index Options
purchased; (d) the expiration date; (e) the exercise price; (f) the dates of purchase and settlement; (g) the
total amount payable by the Fund in connection with such purchase; and (h) the name of the Clearing Member
through whom such Option was purchased. The Custodian shall pay, upon receipt of a Clearing Member's written
statement confirming the purchase of such Option held by such Clearing Member for the account of the Custodian
(or any duly appointed and registered nominee of the Custodian) as Custodian for the Fund, out of moneys held for
the account of the Series to which such Option is to be specifically allocated, the total amount payable upon
such purchase to the Clearing Member through whom the purchase was made, provided that the same conforms to the
amount payable as set forth in such Certificate.
2. Promptly after the execution of a sale of any Option purchased by the Fund, other than a
closing sale transaction, pursuant to paragraph 1 hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the Series to which such Option was specifically allocated; (b)
the type of Option (put or call); (c) the instrument, currency, or Security underlying such Option and the number
of Options, or the name of the issuer and the title and number of shares subject to such Option or, in the case
of a Index Option, the index to which such Option relates and the number of Index Options sold; (d) the date of
sale; (e) the sale price; (f) the date of settlement; (g) the total amount payable to the Fund upon such sale;
and (h) the name of the Clearing Member through whom the sale was made. The Custodian shall consent to the
delivery of the Option sold by the Clearing Member which previously supplied the confirmation described in
preceding paragraph of this Article with respect to such Option upon receipt by the Custodian of the total amount
payable to the Fund, provided that the same conforms to the total amount payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any Call Option purchased by the Fund pursuant to
paragraph 1 hereof, the Fund shall deliver to the Custodian a Certificate specifying with respect to such Call
Option: (a) the Series to which such Call Option was specifically allocated; (b) the name of the issuer and the
title and number of shares subject to the Call Option; (c) the expiration date; (d) the date of exercise and
settlement; (e) the exercise price per share; (f) the total amount to be paid by the Fund upon such exercise; and
(g) the name of the Clearing Member through whom such Call Option was exercised. The Custodian shall, upon
receipt of the Securities underlying the Call Option which was exercised, pay out of the moneys held for the
account of the Series to which such Call Option was specifically allocated the total amount payable to the
Clearing Member through whom the Call Option was exercised, provided that the same conforms to the total amount
payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put Option purchased by the Fund pursuant to
paragraph 1 hereof, the Fund shall deliver to the Custodian a Certificate specifying with respect to such Put
Option: (a) the Series to which such Put Option was specifically allocated; (b) the name of the issuer and the
title and number of shares subject to the Put Option; (c) the expiration date; (d) the date of exercise and
settlement; (e) the exercise price per share; (f) the total amount to be paid to the Fund upon such exercise; and
(g) the name of the Clearing Member through whom such Put Option was exercised. The Custodian shall, upon
receipt of the amount payable upon the exercise of the Put Option, deliver or direct a Depository to deliver the
Securities specifically allocated to such Series, provided the same conforms to the amount payable to the Fund as
set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Index Option purchased by the Fund pursuant to
paragraph 1 hereof, the Fund shall deliver to the Custodian a Certificate specifying with respect to such Index
Option: (a) the Series to which such Index Option was specifically allocated; (b) the type of Index Option (put
or call) (c) the number of Options being exercised; (d) the index to which such Option relates; (e) the
expiration date; (f) the exercise price; (g) the total amount to be received by the Fund in connection with such
exercise; and (h) the Clearing Member from whom such payment is to be received.
6. Whenever the Fund writes a Covered Call Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to such Covered Call Option: (a) the Series for which such
Covered Call Option was written; (b) the name of the issuer and the title and number of shares for which the
Covered Call Option was written and which underlie the same; (c) the expiration date; (d) the exercise price; (e)
the premium to be received by the Fund; (f) the date such Covered Call Option was written; and (g) the name of
the Clearing Member through whom the premium is to be received. The Custodian shall deliver or cause to be
delivered, upon receipt of the premium specified in the Certificate with respect to such Covered Call Option,
such receipts as are required in accordance with the customs prevailing among Clearing Members dealing in Covered
Call Options and shall impose, or direct a Depository to impose, upon the underlying Securities specified in the
Certificate specifically allocated to such Series such restrictions as may be required by such receipts.
Notwithstanding the foregoing, the Custodian has the right, upon prior written notification to the Fund, at any
time to refuse to issue any receipts for Securities in the possession of the Custodian and not deposited with a
Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund and described in the preceding paragraph of
this Article is exercised, the Fund shall promptly deliver to the Custodian a Certificate instructing the
Custodian to deliver, or to direct the Depository to deliver, the Securities subject to such Covered Call Option
and specifying: (a) the Series for which such Covered Call Option was written; (b) the name of the issuer and
the title and number of shares subject to the Covered Call Option; (c) the Clearing Member to whom the underlying
Securities are to be delivered; and (d) the total amount payable to the Fund upon such delivery. Upon the return
and/or cancellation of any receipts delivered pursuant to paragraph 6 of this Article, the Custodian shall
deliver, or direct a Depository to deliver, the underlying Securities as specified in the Certificate upon
payment of the amount to be received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Put Option: (a) the Series for which such Put Option was written;
(b) the name of the issuer and the title and number of shares for which the Put Option is written and which
underlie the same; (c) the expiration date; (d) the exercise price; (e) the premium to be received by the Fund;
(f) the date such Put Option is written; (g) the name of the Clearing Member through whom the premium is to be
received and to whom a Put Option guarantee letter is to be delivered; (h) the amount of cash, and/or the amount
and kind of Securities, if any, specifically allocated to such Series to be deposited in the Senior Security
Account for such Series; and (i) the amount of cash and/or the amount and kind of Securities specifically
allocated to such Series to be deposited into the Collateral Account for such Series. The Custodian shall, after
making the deposits into the Collateral Account specified in the Certificate, issue a Put Option guarantee letter
substantially in the form utilized by the Custodian on the date hereof, and deliver the same to the Clearing
Member specified in the Certificate upon receipt of the premium specified in said Certificate. Notwithstanding
the foregoing, the Custodian shall be under no obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations contained therein.
9. Whenever a Put Option written by the Fund and described in the preceding paragraph is
exercised, the Fund shall promptly deliver to the Custodian a Certificate specifying: (a) the Series to which
such Put Option was written; (b) the name of the issuer and title and number of shares subject to the Put Option;
(c) the Clearing Member from whom the underlying Securities are to be received; (d) the total amount payable by
the Fund upon such delivery; (e) the amount of cash and/or the amount and kind of Securities specifically
allocated to such Series to be withdrawn from the Collateral Account for such Series and (f) the amount of cash
and/or the amount and kind of Securities, specifically allocated to such series, if any, to be withdrawn from the
Senior Security Account. Upon the return and/or cancellation of any Put Option guarantee letter or similar
document issued by the Custodian in connection with such Put Option, the Custodian shall pay out of the moneys
held for the account of the series to which such Put Option was specifically allocated the total amount payable
to the Clearing Member specified in the Certificate as set forth in such Certificate, upon delivery of such
Securities, and shall make the withdrawals specified in such Certificate.
10. Whenever the Fund writes an Index Option, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Index Option: (a) the Series for which such Index Option was
written; (b) whether such Index Option is a put or a call; (c) the number of Options written; (d) the index to
which such Option relates; (e) the expiration date; (f) the exercise price; (g) the Clearing Member through whom
such Option was written; (h) the premium to be received by the Fund; (i) the amount of cash and/or the amount and
kind of Securities, if any, specifically allocated to such Series to be deposited in the Senior Security Account
for such Series; (j) the amount of cash and/or the amount and kind of Securities, if any, specifically allocated
to such Series to be deposited in the Collateral Account for such Series; and (k) the amount of cash and/or the
amount and kind of Securities, if any, specifically allocated to such Series to be deposited in a Margin Account,
and the name in which such account is to be or has been established. The Custodian shall, upon receipt of the
premium specified in the Certificate, make the deposits, if any, into the Senior Security Account specified in the
Certificate, and either (1) deliver such receipts, if any, which the Custodian has specifically agreed to issue,
which are in accordance with the customs prevailing among Clearing Members in Index Options and make the deposits
into the Collateral Account specified in the Certificate, or (2) make the deposits into the Margin Account
specified in the Certificate.
11. Whenever an Index Option written by the Fund and described in the preceding paragraph of this
Article is exercised, the Fund shall promptly deliver to the Custodian a Certificate specifying with respect to
such Index Option: (a) the Series for which such Index Option was written; (b) such information as may be
necessary to identify the Index Option being exercised; (c) the Clearing Member through whom such Index Option is
being exercised; (d) the total amount payable upon such exercise, and whether such amount is to be paid by or to
the Fund; (e) the amount of cash and/or amount and kind of Securities, if any, to be withdrawn from the Margin
Account; and (f) the amount of cash and/or amount and kind of Securities, if any, to be withdrawn from the Senior
Security Account for such Series; and the amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account for such Series. Upon the return and/or cancellation of the receipt, if
any, delivered pursuant to the preceding paragraph of this Article, the Custodian shall pay out of the moneys
held for the account of the Series to which such Stock Index Option was specifically allocated to the Clearing
Member specified in the Certificate the total amount payable, if any, as specified therein.
12. Promptly after the execution of a purchase or sale by the Fund of any Option identical to a
previously written Option described in paragraphs, 6, 8 or 10 of this Article in a transaction expressly
designated as a "Closing Purchase Transaction" or a "Closing Sale Transaction", the Fund shall promptly deliver
to the Custodian a Certificate specifying with respect to the Option being purchased: (a) that the transaction
is a Closing Purchase Transaction or a Closing Sale Transaction; (b) the Series for which the Option was written;
(c) the instrument, currency, or Security subject to the Option, or, in the case of an Index Option, the index to
which such Option relates and the number of Options held; (d) the exercise price; (e) the premium to be paid by
or the amount to be paid to the Fund; (f) the expiration date; (g) the type of Option (put or call); (h) the date
of such purchase or sale; (i) the name of the Clearing Member to whom the premium is to be paid or from whom the
amount is to be received; and (j) the amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account, a specified Margin Account, or the Senior Security Account for such
Series. Upon the Custodian's payment of the premium or receipt of the amount, as the case may be, specified in
the Certificate and the return and/or cancellation of any receipt issued pursuant to paragraphs 6, 8 or 10 of
this Article with respect to the Option being liquidated through the Closing Purchase Transaction or the Closing
Sale Transaction, the Custodian shall remove, or direct a Depository to remove, the previously imposed
restrictions on the Securities underlying the Call Option.
13. Upon the expiration, exercise or consummation of a Closing Purchase Transaction with respect to
any Option purchased or written by the Fund and described in this Article, the Custodian shall delete such Option
from the statements delivered to the Fund pursuant to paragraph 3 Article III herein, and upon the return and/or
cancellation of any receipts issued by the Custodian, shall make such withdrawals from the Collateral Account,
and the Margin Account and/or the Senior Security Account as may be specified in a Certificate received in
connection with such expiration, exercise, or consummation.
14. Securities acquired by the Fund through the exercise of an Option described in this Article
shall be subject to Article IV hereof.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures Contract, the Fund shall deliver to the Custodian
a Certificate specifying with respect to such Futures Contract, (or with respect to any number of identical
Futures Contract (s)): (a) the Series for which the Futures Contract is being entered; (b) the category of
Futures Contract (the name of the underlying index or financial instrument); (c) the number of identical Futures
Contracts entered into; (d) the delivery or settlement date of the Futures Contract(s); (e) the date the Futures
Contract(s) was (were) entered into and the maturity date; (f) whether the Fund is buying (going long) or selling
(going short) such Futures Contract(s); (g) the amount of cash and/or the amount and kind of Securities, if any,
to be deposited in the Senior Security Account for such Series; (h) the name of the broker, dealer, or futures
commission merchant through whom the Futures Contract was entered into; and (i) the amount of fee or commission,
if any, to be paid and the name of the broker, dealer, or futures commission merchant to whom such amount is to
be paid. The Custodian shall make the deposits, if any, to the Margin Account in accordance with the terms and
conditions of the Margin Account Agreement. The Custodian shall make payment out of the moneys specifically
allocated to such Series of the fee or commission, if any, specified in the Certificate and deposit in the Senior
Security Account for such Series the amount of cash and/or the amount and kind of Securities specified in said
Certificate.
2. (a) Any variation margin payment or similar payment required to be made by the Fund
to a broker, dealer, or futures commission merchant with respect to an outstanding Futures Contract shall be made
by the Custodian in accordance with the terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar payment from a broker, dealer, or futures
commission merchant to the Fund with respect to an outstanding Futures Contract shall be received and dealt with
by the Custodian in accordance with the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian hereunder is retained by the Fund until
delivery or settlement is made on such Futures Contract, the Fund shall deliver to the Custodian prior to the
delivery or settlement date a Certificate specifying: (a) the Futures Contract and the Series to which the same
relates; (b) with respect to an Index Futures Contract, the total cash settlement amount to be paid or received,
and with respect to a Financial Futures Contract, the Securities and/or amount of cash to be delivered or
received; (c) the broker, dealer, or futures commission merchant to or from whom payment or delivery is to be
made or received; and (d) the amount of cash and/or Securities to be withdrawn from the Senior Security Account
for such Series. The Custodian shall make the payment or delivery specified in the Certificate, and delete such
Futures Contract from the statements delivered to the Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures Contract to offset a Futures Contract held by the
Custodian hereunder, the Fund shall deliver to the Custodian a Certificate specifying: (a) the items of
information required in a Certificate described in paragraph 1 of this Article, and (b) the Futures Contract
being offset. The Custodian shall make payment out of the money specifically allocated to such Series of the fee
or commission, if any, specified in the Certificate and delete the Futures Contract being offset from the
statements delivered to the Fund pursuant to paragraph 3 of Article III herein, and make such withdrawals from
the Senior Security Account for such Series as may be specified in the Certificate. The withdrawals, if any, to
be made from the Margin Account shall be made by the Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the execution of a purchase of any Futures Contract Option by the Fund, the Fund
shall deliver to the Custodian a Certificate specifying with respect to such Futures Contract Option: (a) the
Series to which such Option is specifically allocated; (b) the type of Futures Contract Option (put or call); (c)
the type of Futures Contract and such other information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option purchased; (d) the expiration date; (e) the exercise price; (f) the dates
of purchase and settlement; (g) the amount of premium to be paid by the Fund upon such purchase; (h) the name of
the broker or futures commission merchant through whom such Option was purchased; and (i) the name of the broker,
or futures commission merchant, to whom payment is to be made. The Custodian shall pay out of the moneys
specifically allocated to such Series the total amount to be paid upon such purchase to the broker or futures
commissions merchant through whom the purchase was made, provided that the same conforms to the amount set forth
in such Certificate.
2. Promptly after the execution of a sale of any Futures Contract Option purchased by the Fund
pursuant to paragraph 1 hereof, the Fund shall deliver to the Custodian a Certificate specifying with respect to
each such sale: (a) Series to which such Futures Contract Option was specifically allocated; (b) the type of
Future Contract Option (put or call); (c) the type of Futures Contract and such other information as may be
necessary to identify the Futures Contract underlying the Futures Contract Option; (d) the date of sale; (e) the
sale price; (f) the date of settlement; (g) the total amount payable to the Fund upon such sale; and (h) the name
of the broker of futures commission merchant through whom the sale was made. The Custodian shall consent to the
cancellation of the Futures Contract Option being closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the Fund pursuant to paragraph 1 is exercised
by the Fund, the Fund shall promptly deliver to the Custodian a Certificate specifying: (a) the Series to which
such Futures Contract Option was specifically allocated; (b) the particular Futures Contract Option (put or call)
being exercised; (c) the type of Futures Contract underlying the Futures Contract Option; (d) the date of
exercise; (e) the name of the broker or futures commission merchant through whom the Futures Contract Option is
exercised; (f) the net total amount, if any, payable by the Fund; (g) the amount, if any, to be received by the
Fund; and (h) the amount of cash and/or the amount and kind of Securities to be deposited in the Senior Security
Account for such Series. The Custodian shall make, out of the moneys and Securities specifically allocated to
such Series, the payments of money, if any, and the deposits of Securities, if any, into the Senior Security
Account as specified in the Certificate. The deposits, if any, to be made to the Margin Account shall be made by
the Custodian in accordance with the terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to such Futures Contract Option: (a) the Series for which such
Futures Contract Option was written; (b) the type of Futures Contract Option (put or call); (c) the type of
Futures Contract and such other information as may be necessary to identify the Futures Contract underlying the
Futures Contract Option; (d) the expiration date; (e) the exercise price; (f) the premium to be received by the
Fund; (g) the name of the broker or futures commission merchant through whom the premium is to be received; and
(h) the amount of cash and/or the amount and kind of Securities, if any, to be deposited in the Senior Security
Account for such Series. The Custodian shall, upon receipt of the premium specified in the Certificate, make out
of the moneys and Securities specifically allocated to such Series the deposits into the Senior Security Account,
if any, as specified in the Certificate. The deposits, if any, to be made to the Margin Account shall be made by
the Custodian in accordance with the terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the Fund which is a call is exercised, the Fund
shall promptly deliver to the Custodian a Certificate specifying: (a) the Series to which such Futures Contract
Option was specifically allocated; (b) the particular Futures Contract Option exercised; (c) the type of Futures
Contract underlying the Futures Contract Option; (d) the name of the broker or futures commission merchant
through whom such Futures Contract Option was exercised; (e) the net total amount, if any, payable to the Fund
upon such exercise; (f) the net total amount, if any, payable by the Fund upon such exercise; and (g) the amount
of cash and/or the amount and kind of Securities to be deposited in the Senior Security Account for such Series.
The Custodian shall, upon its receipt of the net total amount payable to the Fund, if any, specified in such
Certificate make the payments, if any, and the deposits, if any, into the Senior Security Account as specified in
the Certificate. The deposits, if any, to be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is written by the Fund and which is a put is
exercised, the Fund shall promptly deliver to the Custodian a Certificate specifying: (a) the Series to which
such Option was specifically allocated; (b) the particular Futures Contract Option exercised; (c) the type of
Futures Contract underlying such Futures Contract Option; (d) the name of the broker or futures commission
merchant through whom such Futures Contract Option is exercised; (e) the net total amount, if any, payable to the
Fund upon such exercise; (f) the net total amount, if any, payable by the Fund upon such exercise; and (g) the
amount and kind of Securities and/or cash to be withdrawn from or deposited in, the Senior Security Account for
such Series, if any. The Custodian shall, upon its receipt of the net total amount payable to the Fund, if any,
specified in the Certificate, make out of the moneys and Securities specifically allocated to such Series, the
payments, if any, and the deposits, if any, into the Senior Security Account as specified in the Certificate.
The deposits to and/or withdrawals from the Margin Account, if any, shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
7. Promptly after the execution by the Fund of a purchase of any Futures Contract Option identical
to a previously written Futures Contract Option described in this Article in order to liquidate its position as a
writer of such Futures Contract Option, the Fund shall deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased: (a) the Series to which such Option is specifically
allocated; (b) that the transaction is a closing transaction; (c) the type of Future Contract and such other
information as may be necessary to identify the Futures Contract underlying the Futures Option Contract; (d) the
exercise price; (e) the premium to be paid by the Fund; (f) the expiration date; (g) the name of the broker or
futures commission merchant to whom the premium is to be paid; and (h) the amount of cash and/or the amount and
kind of Securities, if any, to be withdrawn from the Senior Security Account for such Series. The Custodian
shall effect the withdrawals from the Senior Security Account specified in the Certificate. The withdrawals, if
any, to be made from the Margin Account shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
8. Upon the expiration, exercise, or consummation of a closing transaction with respect to, any
Futures Contract Option written or purchased by the Fund and described in this Article, the Custodian shall (a)
delete such Futures Contract Option from the statements delivered to the Fund pursuant to paragraph 3 of Article
III herein and (b) make such withdrawals from and/or in the case of an exercise such deposits into the Senior
Security Account as may be specified in a Certificate. The deposits to and/or withdrawals from the Margin
Account, if any, shall be made by the Custodian in accordance with the terms and conditions of the Margin Account
Agreement.
9. Futures Contracts acquired by the Fund through the exercise of a Futures Contract Option
described in this Article shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after the execution of any short sales of Securities by any Series of the Fund, the
Fund shall deliver to the Custodian a Certificate specifying: (a) the Series for which such short sale was made;
(b) the name of the issuer-and the title of the Security; (c) the number of shares or principal amount sold, and
accrued interest or dividends, if any; (d) the dates of the sale and settlement; (e) the sale price per unit; (f)
the total amount credited to the Fund upon such sale, if any, (g) the amount of cash and/or the amount and kind
of Securities, if any, which are to be deposited in a Margin Account and the name in which such Margin Account
has been or is to be established; (h) the amount of cash and/or the amount and kind of Securities, if any, to be
deposited in a Senior Security Account, and (i) the name of the broker through whom such short sale was made.
The Custodian shall upon its receipt of a statement from such broker confirming such sale and that the total
amount credited to the Fund upon such sale, if any, as specified in the Certificate is held by such broker for
the account of the Custodian (or any nominee of the Custodian) as custodian of the Fund, issue a receipt or make
the deposits into the Margin Account and the Senior Security Account specified in the Certificate.
2. Promptly after the execution of a purchase to close-out any short sale of Securities, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect to each such closing out: (a) the
Series for which such transaction is being made; (b) the name of the issuer and the title of the Security; (c)
the number of shares or the principal amount, and accrued interest or dividends, if any, required to effect such
closing-out to be delivered to the broker; (d) the dates of closing-out and settlement; (e) the purchase price
per unit; (f) the net total amount payable to the Fund upon such closing-out; (g) the net total amount payable to
the broker upon such closing-out; (h) the amount of cash and the amount and kind of Securities to be withdrawn,
if any, from the Margin Account; (i) the amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Senior Security Account; and (j) the name of the broker through whom the Fund is effecting
such closing-out. The Custodian shall, upon receipt of the net total amount payable to the Fund upon such
closing-out, and the return and/or cancellation of the receipts, if any, issued by the Custodian with respect to
the short sale being closed-out, pay out of the moneys held for the account of the Fund to the broker the net
total amount payable to the broker, and make the withdrawals from the Margin Account and the Senior Security
Account, as the same are specified in the Certificate.
ARTICLE IX
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters a Repurchase Agreement or a Reverse Repurchase Agreement with
respect to Securities and money held by the Custodian hereunder, the Fund shall deliver to the Custodian a
Certificate, or in the event such Repurchase Agreement or Reverse Repurchase Agreement is a Money Market Security,
a Certificate, Oral Instructions, or Written Instructions specifying: (a) the Series for which the Repurchase
Agreement or Reverse Repurchase Agreement is entered; (b) the total amount payable to or by the Fund in
connection with such Repurchase Agreement or Reverse Repurchase Agreement and specifically allocated to such
Series; (c) the broker, dealer, or financial institution with whom the Repurchase Agreement or Reverse Repurchase
Agreement is entered; (d) the amount and kind of Securities to be delivered or received by the Fund to or from
such broker, dealer, or financial institution; (e) the date of such Repurchase Agreement or Reverse Repurchase
Agreement; and (f) the amount of cash and/or the amount and kind of Securities, if any, specifically allocated to
such Series to be deposited in a Senior Security Account for such Series in connection with such Reverse
Repurchase Agreement. The Custodian shall, upon receipt of the total amount payable to or by the Fund specified
in the Certificate, Oral Instructions, or Written Instructions make or accept the delivery to or from the broker,
dealer, or financial institution and the deposits, if any, to the Senior Security Account, specified in such
Certificate, Oral Instructions, or Written Instructions.
2. Upon the termination of a Repurchase Agreement or a Reverse Repurchase Agreement described in
preceding paragraph 1 of this Article, the Fund shall promptly deliver a Certificate or, in the event such
Repurchase Agreement or Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral
Instructions, or Written Instructions to the Custodian specifying: (a) the Repurchase Agreement or Reverse
Repurchase Agreement being terminated and the Series for which same was entered; (b) the total amount payable to
or by the Fund in connection with such termination; (c) the amount and kind of Securities to be received or
delivered by the Fund and specifically allocated to such Series in connection with such termination; (d) the date
of termination; (e) the name of the broker, dealer, or financial institution with whom the Repurchase Agreement
or Reverse Repurchase Agreement is to be terminated; and (f) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Senior Securities Account for such Series. The Custodian shall,
upon receipt or delivery of the amount and kind of Securities or cash to be received or delivered by the Fund
specified in the Certificate, Oral Instructions, or Written Instructions, make or receive the payment to or from
the broker, dealer, or financial institution and make the withdrawals, if any, from the Senior Security Account,
specified in such Certificate, Oral Instructions, or Written Instructions.
3. The Certificates, Oral Instructions, or Written Instructions described in paragraphs 1 and 2 of
this Article may with respect to any particular Repurchase Agreement or Reverse Repurchase Agreement be combined
and delivered to the Custodian at the time of entering into such Repurchase Agreement or Reverse Repurchase
Agreement.
ARTICLE X
LOANS OF PORTFOLIO SECURITIES OF THE FUND
1. Promptly after each loan of portfolio Securities specifically allocated to a Series held by the
Custodian hereunder, the Fund shall deliver or cause to be delivered to the Custodian a Certificate specifying
with respect to each such loan: (a) the Series to which the loaned Securities are specifically allocated; (b)
the name of the issuer and the title of the Securities, (c) the number of shares or the principal amount loaned,
(d) the date of loan and delivery, (e) the total amount to be delivered to the Custodian against the loan of the
Securities, including the amount of cash collateral and the premium, if any, separately identified, and (f) the
name of the broker, dealer, or financial institution to which the loan was made. The Custodian shall deliver the
Securities thus designated to the broker, dealer or financial institution to which the loan was made upon receipt
of the total amount designated in the Certificate as to be delivered against the loan of Securities. The
Custodian may accept payment in connection with a delivery otherwise than through the Book-Entry System or a
Depository only in the form of a certified or bank cashier's check payable to the order of the Fund or the
Custodian drawn on New York Clearing House funds.
2. In connection with each termination of a loan of Securities by the Fund, the Fund shall deliver
or cause to be delivered to the Custodian a Certificate specifying with respect to each such loan termination and
return of Securities: (a) the Series to which the loaned Securities are specifically allocated; (b) the name of
the issuer and the title of the Securities to be returned, (c) the number of shares or the principal amount to be
returned, (d) the date of termination, (e) the total amount to be delivered by the Custodian (including the cash
collateral for such Securities minus any offsetting credits as described in said Certificate), and (f) the name
of the broker, dealer, or financial institution from which the Securities will be returned. The Custodian shall
receive all Securities returned from the broker, dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys held for the account of the Fund, the total amount
payable upon such return of Securities as set forth in the Certificate.
ARTICLE XI
CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY
ACCOUNTS, AND COLLATERAL ACCOUNTS
1. The Custodian shall establish a Senior Security Account and from time to time make such
deposits thereto, or withdrawals therefrom, as specified in a Certificate. Such Certificate shall specify the
Series for which such deposit or withdrawal is to be made and the amount of cash and/or the amount and kind of
Securities specifically allocated to such Series to be deposited in, or withdrawn from, such Senior Security
Account for such Series. In the event that the Fund fails to specify in a Certificate the Series, the name of
the issuer, the title and the number of shares or the principal amount of any particular Securities to be
deposited by the Custodian into, or withdrawn from, a Senior Securities Account, the Custodian shall be under no
obligation to make any such deposit or withdrawal and shall promptly notify the Fund that no such deposit has
been made.
2. The Custodian shall make deliveries or payments from a Margin Account to the broker, dealer,
futures commission merchant or Clearing Member in whose name, or for whose benefit, the account was established
as specified in the Margin Account Agreement.
3. Amounts received by the Custodian as payments or distributions with respect to Securities
deposited in any Margin Account shall be dealt with in accordance with the terms and conditions of the Margin
Account Agreement.
4. The Custodian shall to the extent permitted by the Fund's Declaration of Trust, investment
restrictions and the Investment Company Act of 1940 have a continuing lien and security interest in and to any
property at any time held by the Custodian in any Collateral Account described herein. In accordance with
applicable law the Custodian may enforce its lien and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter or similar document or any receipt issued
hereunder by the Custodian; provided, however, that the Custodian shall not be required to issue any Put Option
guarantee letter unless it shall have received an opinion of counsel to the Fund or its investment adviser that
the issuance of such letters is authorized by the Fund and that the Custodian's continuing lien and security
interest is valid, enforceable and not limited by the Declaration of Trust, any investment restrictions or the
Investment Company Act of 1940. In the event the Custodian should realize on any such property net proceeds
which are less than the Custodian's obligations under any Put Option guarantee letter or similar document or any
receipt, such deficiency shall be a debt owed the Custodian by the Fund within the scope of Article XIV herein.
5. On each business day the Custodian shall furnish the Fund with a statement with respect to each
Margin Account in which money or Securities are held specifying as of the close of business on the previous
business day: (a) the name of the Margin Account; (b) the amount and kind of Securities held therein; and (c)
the amount of money held therein. The Custodian shall make available upon request to any broker, dealer, or
futures commission merchant specified in the name of a Margin Account a copy of the statement furnished the Fund
with respect to such Margin Account.
6. The Custodian shall establish a Collateral Account and from time to time shall make such
deposits thereto as may be specified in a Certificate. Promptly after the close of business on each business day
in which cash and/or Securities are maintained in a Collateral Account for any Series, the Custodian shall
furnish the Fund with a statement with respect to such Collateral Account specifying the amount of cash and/or
the amount and kind of Securities held therein. No later than the close of business next succeeding the delivery
to the Fund of such statement, the Fund shall furnish to the Custodian a Certificate or Written Instructions
specifying the then market value of the Securities described in such statement. In the event such then market
value is indicated to be less than the Custodian's obligation with respect to any outstanding Put Option
guarantee letter or similar document, the Fund shall promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to eliminate such deficiency.
ARTICLE XII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of the resolution of the Board of Trustees of
the Fund, certified by the Secretary or any Assistant Secretary, either (i) setting forth with respect to the
Series specified therein the date of the declaration of a dividend or distribution, the date of payment thereof,
the record date as of which shareholders entitled to payment shall be determined, the amount payable per Share of
such Series to the shareholders of record as of that date and the total amount payable to the Transfer Agent
Account and any sub-dividend agent or co-dividend agent of the Fund on the payment date, or (ii) authorizing with
respect to the Series specified therein and the declaration of dividends and distributions thereon the Custodian
to rely on Oral Instructions, Written Instructions, or a Certificate setting forth the date of the declaration of
such dividend or distribution, the date of payment thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per Share of such Series to the shareholders of record as of that
date and the total amount payable to the Transfer Agent Account on the payment date.
2. Upon the payment date specified in such resolution, Oral Instructions, Written Instructions, or
Certificate, as the case may be, the Custodian shall pay to the Transfer Agent Account out of the moneys held for
the account of the Series specified therein the total amount payable to the Transfer Agent Account and with
respect to such Series.
ARTICLE XIII
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any Shares, it shall deliver or cause to be delivered, to the
Custodian a Certificate duly specifying:
(a) The Series, the number of Shares sold, trade date, and price; and
(b) The amount of money to be received by the Custodian for the sale of such Shares
and specifically allocated to the separate account in the name of such Series.
2. Upon receipt of such money from the Fund's General Distributor, the Custodian shall credit such
money to the separate account in the name of the Series for which such money was received.
3. Upon issuance of any Shares of any Series the Custodian shall pay, out of the money held for
the account of such Series, all original issue or other taxes required to be paid by the Fund in connection with
such issuance upon the receipt of a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund desires the Custodian to make payment out of
the money held by the Custodian hereunder in connection with a redemption of any Shares, it shall furnish, or
cause to be furnished, to the Custodian a Certificate specifying:
(a) The number and Series of Shares redeemed; and
(b) The amount to be paid for such Shares.
5. Upon receipt of an advice from an Authorized Person setting forth the Series and number of
Shares received by the Transfer Agent for redemption and that such Shares are in good form for redemption, the
Custodian shall make payment to the Transfer Agent Account out of the moneys held in the separate account in the
name of the Series the total amount specified in the Certificate issued pursuant to the foregoing paragraph 4 of
this Article.
ARTICLE XIV
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion advance funds on behalf of any Series which
results in an overdraft because the moneys held by the Custodian in the separate account for such Series shall be
insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series,
as set forth in a Certificate, Oral Instructions, or Written Instructions or which results in an overdraft in the
separate account of such Series for some other reason, or if the Fund is for any other reason indebted to the
Custodian with respect to a Series, (except a borrowing for investment or for temporary or emergency purposes
using Securities as collateral pursuant to a separate agreement and subject to the provisions of paragraph 2 of
this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for
such Series payable on demand and shall bear interest from the date incurred at a rate per annum (based on a
360-day year for the actual number of days involved) equal to the Federal Funds Rate plus ?%, such rate to be
adjusted on the effective date of any change in such Federal Funds Rate but in no event to be less than 6% per
annum. In addition, unless the Fund has given a Certificate that the Custodian shall not impose a lien and
security interest to secure such overdrafts (in which event it shall not do so), the Custodian shall have a
continuing lien and security interest in the aggregate amount of such overdrafts and indebtedness as may from
time to time exist in and to any property specifically allocated to such Series at any time held by it for the
benefit of such Series or in which the Fund may have an interest which is then in the Custodian's possession or
control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the
Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with
interest due thereon against any money balance in an account standing in the name of such Series' credit on the
Custodian's books. In addition, the Fund hereby covenants that on each Business Day on which either it intends
to enter a Reverse Repurchase Agreement and/or otherwise borrow from a third party, or which next succeeds a
Business Day on which at the close of business the Fund had outstanding a Reverse Repurchase Agreement or such a
borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in writing, of each such
borrowing, shall specify the Series to which the same relates, and shall not incur any indebtedness, including
pursuant to any Reverse Repurchase Agreement, not so specified other than from the Custodian.
2. The Fund will cause to be delivered to the Custodian by any bank (including, if the borrowing
is pursuant to a separate agreement, the Custodian) from which it borrows money for investment or for temporary
or emergency purposes using Securities held by the Custodian hereunder as collateral for such borrowings, a
notice or undertaking in the form currently employed by any such bank setting forth the amount which such bank
will loan to the Fund against delivery of a stated amount of collateral. The Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing
relates; (b) the name of the bank, (c) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed by the Fund, or other loan agreement, (d)
the time and date, if known, on which the loan is to be entered into, (e) the date on which the loan becomes due
and payable, (f) the total amount payable to the Fund on the borrowing date, (g) the market value of Securities
to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares
or the principal amount of any particular Securities, and (h) a statement specifying whether such loan is for
investment purposes or for temporary or emergency purposes and that such loan is in conformance with the
Investment Company Act of 1940 and the Fund's prospectus and Statement of Additional Information. The Custodian
shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed
promissory note, if any, against delivery by the lending bank of the total amount of the loan payable, provided
that the same conforms to the total amount payable as set forth in the Certificate. The Custodian may, at the
option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any promissory note or loan agreement. The Custodian shall
deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any
transaction described in this paragraph. The Fund shall cause all Securities released from collateral status to
be returned directly to the Custodian, and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Series,
the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be
delivered as collateral by the Custodian, to any such bank, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XV
CUSTODY OF ASSETS OUTSIDE THE U.S.
1. The Custodian is authorized and instructed to employ, as its agent, as subcustodians for the
securities and other assets of the Fund maintained outside of the United States the Foreign Subcustodians and
Foreign Depositories designated on Schedule A hereto. Except as provided in Schedule A, the Custodian shall
employ no other Foreign Custodian or Foreign Depository. The Custodian and the Fund may amend Schedule A hereto
from time to time to agree to designate any additional Foreign Subcustodian or Foreign Depository with which the
Custodian has an agreement for such entity to act as the Custodian's agent, as subcustodian, and which the
Custodian in its absolute discretion proposes to utilize to hold any of the Fund's Foreign Property. Upon receipt
of a Certificate or Written Instructions from the Fund, the Custodian shall cease the employment of any one or
more of such subcustodians for maintaining custody of the Fund's assets and such custodian shall be deemed
deleted from Schedule A.
2. The Custodian shall limit the securities and other assets maintained in the custody of the
Foreign Subcustodians to: (a) "foreign securities," as defined in paragraph (c)(1) of Rule 17f-5 under the
Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Fund may determine to be
reasonably necessary to effect the foreign securities transactions of the Fund.
3. The Custodian shall identify on its books as belonging to the Fund, the Foreign Securities held
by each Foreign Subcustodian.
4. Each agreement pursuant to which the Custodian employs a Foreign Subcustodian shall be
substantially in the form reviewed and approved by the Fund and will not be amended in a way that materially
affects the Fund without the Fund's prior written consent and shall:
(a) require that such institution establish custody account(s) for the Custodian on behalf
of the Fund and physically segregate in each such account securities and other assets of the fund, and, in the
event that such institution deposits the securities of the Fund in a Foreign Depository, that it shall identify
on its books as belonging to the Fund or the Custodian, as agent for the Fund, the securities so deposited;
(b) provide that:
(1) the assets of the Fund will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the Foreign Subcustodian or its creditors, except a claim of
payment for their safe custody or administration;
(2) beneficial ownership for the assets of the Fund will be freely transferable
without the payment of money or value other than for custody or administration;
(3) adequate records will be maintained identifying the assets as belonging to the
Fund;
(4) the independent public accountants for the Fund will be given access to the books
and records of the Foreign Subcustodian relating to its actions under its agreement with the Custodian or
confirmation of the contents of those records;
(5) the Fund will receive periodic reports with respect to the safekeeping of the
Fund's assets, including, but not necessarily limited to, notification of any transfer to or from the custody
account(s); and
(6) assets of the Fund held by the Foreign Subcustodian will be subject only to the
instructions of the Custodian or its agents.
(c) Require the institution to exercise reasonable care in the performance of its duties
and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or
claim arising out of or in connection with the institution's performance of such obligations, with the exception
of any such losses, damages, costs, expenses, liabilities or claims arising as a result of an act of God. At the
election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any
claims against a Foreign Subcustodian as a consequence of any such loss, damage, cost, expense, liability or
claim of or to the Fund, if and to the extent that the Fund has not been made whole for any such loss, damage,
cost, expense, liability or claim.
5. Upon receipt of a Certificate or Written Instructions, which may be continuing instructions
when deemed appropriate by the parties, the Custodian shall on behalf of the Fund make or cause its Foreign
Subcustodian to transfer, exchange or deliver securities owned by the Fund, except to the extent explicitly
prohibited therein. Upon receipt of a Certificate or Written Instructions, which may be continuing instructions
when deemed appropriate by the parties, the Custodian shall on behalf of the fund pay out or cause its Foreign
Subcustodians to pay out monies of the Fund. The Custodian shall use all means reasonably available to it,
including, if specifically authorized by the Fund in a Certificate, any necessary litigation at the cost and
expense of the Fund (except as to matters for which the Custodian is responsible hereunder) to require or compel
each Foreign Subcustodian or Foreign Depository to perform the services required of it by the agreement between
it and the Custodian authorized pursuant to this Agreement.
6. The Custodian shall maintain all books and records as shall be necessary to enable the
Custodian readily to perform the services required of it hereunder with respect to the Fund's Foreign
Properties. The Custodians shall supply to the Fund from time to time, as mutually agreed upon, statements in
respect of the Foreign Securities and other Foreign Properties of the Fund held by Foreign Subcustodians,
directly or through Foreign Depositories, including but not limited to an identification of entities having
possession of the Fund's Foreign Securities and other assets, an advice or other notification of any transfers of
securities to or from each custodial account maintained for the Fund or the Custodian on behalf of the Fund
indicating, as to securities acquired for the Fund, the identity of the entity having physical possession of such
securities. The Custodian shall promptly and faithfully transmit all reports and information received pertaining
to the Foreign Property of the Fund, including, without limitation, notices or reports of corporate action,
proxies and proxy soliciting materials.
7. Upon request of the Fund, the Custodian shall use reasonable efforts to arrange for the
independent accountants of the Fund to be afforded access to the books and records of any Foreign Subcustodian,
or confirmation of the contents thereof, insofar as such books and records relate to the Foreign Property of the
Fund or the performance of such Foreign Subcustodian under its agreement with the Custodian; provided that any
litigation to afford such access shall be at the sole cost and expense of the Fund.
8. The Custodian recognizes that employment of a Foreign Subcustodian or Foreign Depository for
the Fund's Foreign Securities and Foreign Property is permitted by Section 17(f) of the Investment Company Act of
1940 only upon compliance with Section (a) of Rule 17f-5 promulgated thereunder. With respect to the Foreign
Subcustodians and Foreign Depositories identified on Schedule A, the Custodian represents that it has furnished
the Fund with certain materials prepared by the Custodian and with such other information in the possession of
the Custodian as the Fund advised the Custodian was reasonably necessary to assist the Board of Trustees of the
Fund in making the determinations required of the Board of Trustees by Rule 17f-5, including, without limitation,
consideration of the matters set forth in the Notes to Rule 17f-5. If the Custodian recommends any additional
Foreign Subcustodian or Foreign Depository, the Custodian shall supply information similar in kind and scope to
that furnished pursuant to the preceding sentence. Further, the Custodian shall furnish annually to the Fund, at
such time as the Fund and Custodian shall mutually agree, information concerning each Foreign Subcustodian and
Foreign Depository then identified on Schedule A similar in kind and scope to that furnished pursuant to the
preceding two sentences.
9. The Custodian's employment of any Foreign Subcustodian or Foreign Depository shall constitute a
representation that the Custodian believes in good faith that such Foreign Subcustodian or Foreign Depository
provides a level of safeguards for maintaining the Fund's assets not materially different from that provided by
the Custodian in maintaining the Fund's securities in the United States. In addition, the Custodian shall
monitor the financial condition and general operational performance of the Foreign Subcustodians and Foreign
Depositories and shall promptly inform the Fund in the event that the Custodian has actual knowledge of a
material adverse change in the financial condition thereof or that there appears to be a substantial likelihood
that the shareholders' equity of any Foreign Subcustodian will decline below $200 million (U.S. dollars or the
equivalent thereof) or that its shareholders' equity has declined below $200 million , or that the Foreign
Subcustodian or Foreign Depository has breached the agreement between it and the Custodian in a way that the
Custodian believes adversely affects the Fund. Further, the Custodian shall advise the Fund if it believes that
there is a material adverse change in the operating environment of any Foreign Subcustodian or Foreign Depository.
ARTICLE XVI
CONCERNING THE CUSTODIAN
1. The Custodian shall use reasonable care in the performance of its duties hereunder, and, except
as hereinafter provided, neither the Custodian nor its nominee shall be liable for any loss or damage, including
counsel fees, resulting from its action or omission to act or otherwise, either hereunder or under any Margin
Account Agreement, except for any such loss or damage arising out of its own negligence, bad faith, or willful
misconduct or that of the subcustodians or co-custodians appointed by the Custodian or of the officers,
employees, or agents of any of them. The Custodian may, with respect to questions of law arising hereunder or
under any Margin Account Agreement, apply for and obtain the advice and opinion of counsel to the Fund, at the
expense of the Fund, or of its own counsel, at its own expense, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice or opinion. The Custodian shall be
liable to the Fund for any loss or damage resulting from the use of the Book-Entry System or any Depository
arising by reason of any negligence, bad faith or willful misconduct on the part of the Custodian or any of its
employees or agents.
2. Notwithstanding the foregoing, the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity (but not the authenticity) of the issue of any Securities purchased, sold, or
written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount
paid or received therefor, as specified in a Certificate, Oral Instructions, or Written Instructions;
(b) The legality of the sale or redemption of any Shares, or the propriety of the amount
to be received or paid therefor, as specified in a Certificate;
(c) The legality of the declaration or payment of any dividend by the Fund, as specified in a
resolution, Certificate, Oral Instructions, or Written Instructions;
(d) The legality of any borrowing by the Fund using Securities as collateral;
(e) The legality of any loan of portfolio Securities, nor shall the Custodian be under any
duty or obligation to see to it that the cash collateral delivered to it by a broker, dealer, or financial
institution or held by it at any time as a result of such loan of portfolio Securities of the Fund is adequate
collateral for the Fund against any loss it might sustain as a result of such loan, except that this subparagraph
shall not excuse any liability the Custodian may have for failing to act in accordance with Article X hereof or
any Certificate, Oral Instructions or Written Instructions given in accordance with this Agreement. The
Custodian specifically, but not by way of limitation, shall not be under any duty or obligation periodically to
check or notify the Fund that the amount of such cash collateral held by it for the Fund is sufficient collateral
for the Fund, but such duty or obligation shall be the sole responsibility of the Fund. In addition, the
Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to Article X of this Agreement makes payment to it of any
dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian shall promptly notify the Fund in the event that
such dividends or interest are not paid and received when due; or
(f) The sufficiency or value of any amounts of money and/or Securities held in any Margin
Account, Senior Security Account or Collateral Account in connection with transactions by the Fund, except that
this subparagraph shall not excuse any liability the Custodian may have for failing to establish, maintain, make
deposits to or withdrawals from such accounts in accordance with this Agreement. In addition, the Custodian
shall be under no duty or obligation to see that any broker, dealer, futures commission merchant or Clearing
Member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be
entitled to receive from such broker, dealer, futures commission merchant or Clearing Member, to see that any
payment received by the Custodian from any broker, dealer, futures commission merchant or Clearing Member is the
amount the Fund is entitled to receive, or to notify the Fund of the Custodian's receipt or non-receipt of any
such payment.
3. The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether
or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of
the Fund until the Custodian actually receives such money directly or by the final crediting of the account
representing the Fund's interest at the Book-Entry System or the Depository.
4. With respect to Securities held in a Depository, except as otherwise provided in paragraph 5(b)
of Article III hereof, the Custodian shall have no responsibility and shall not be liable for ascertaining or
acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating
to such Securities, unless the Custodian shall have actually received timely notice from the Depository in which
such Securities are held. In no event shall the Custodian have any responsibility or liability for the failure
of a Depository to collect, or for the late collection or late crediting by a Depository of any amount payable
upon Securities deposited in a Depository which may mature or be redeemed, retired, called or otherwise become
payable. However, upon receipt of a Certificate from the Fund of an overdue amount on Securities held in a
Depository the Custodian shall make a claim against the Depository on behalf of the Fund, except that the
Custodian shall not be under any obligation to appear in, prosecute or defend any action suit or proceeding in
respect to any Securities held by a Depository which in its opinion may involve it in expense or liability,
unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, or
alternatively, the Fund shall be subrogated to the rights of the Custodian with respect to such claim against the
Depository should it so request in a Certificate. This paragraph shall not, however, excuse any failure by the
Custodian to act in accordance with a Certificate, Oral Instructions, or Written Instructions given in accordance
with this Agreement.
5. The Custodian shall not be under any duty or obligation to take action to effect collection of
any amount due the Fund from the Transfer Agent of the Fund nor to take any action to effect payment or
distribution by the Transfer Agent of the Fund of any amount paid by the Custodian to the Transfer Agent of the
Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or obligation to take action to effect collection of
any amount if the Securities upon which such amount is payable are in default, or if payment is refused after the
Custodian has timely and properly, in accordance with this Agreement, made due demand or presentation, unless and
until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its
satisfaction of reimbursement of its costs and expenses in connection with any such action, but the Custodian
shall have such a duty if the Securities were not in default on the payable date and the Custodian failed to
timely and properly make such demand for payment and such failure is the reason for the non-receipt of payment.
7. The Custodian may, with the prior approval of the Board of Trustees of the Fund, appoint one or
more banking institutions as subcustodian or subcustodians, or as co-Custodian or co-Custodians, of Securities
and moneys at any time owned by the Fund, upon such terms and conditions as may be approved in a Certificate or
contained in an agreement executed by the Custodian, the Fund and the appointed institution; provided, however,
that appointment of any foreign banking institution or depository shall be subject to the provisions of Article
XV hereof.
8. The Custodian agrees to indemnify the Fund against and save the Fund harmless from all liability,
claims, losses and demands whatsoever, including attorney's fees, howsoever arising or incurred because of the
negligence, bad faith or willful misconduct of any subcustodian of the Securities and moneys owned by the Fund.
9. The Custodian shall not be under any duty or obligation (a) to ascertain whether any Securities
at any time delivered to, or held by it, for the account of the Fund and specifically allocated to a Series are
such as properly may be held by the Fund or such Series under the provisions of its then current prospectus, or
(b) to ascertain whether any transactions by the Fund, whether or not involving the Custodian, are such
transactions as may properly be engaged in by the Fund.
10. The Custodian shall be entitled to receive and the Fund agrees to pay to the Custodian all
reasonable out-of-pocket expenses and such compensation as may be agreed upon in writing from time to time
between the Custodian and the Fund. The Custodian may charge such compensation, and any such expenses with
respect to a Series incurred by the Custodian in the performance of its duties under this Agreement against any
money specifically allocated to such Series. The Custodian shall also be entitled to charge against any money
held by it for the account of a Series the amount of any loss, damage, liability or expense, including counsel
fees, for which it shall be entitled to reimbursement under the provisions of this Agreement attributable to, or
arising out of, its serving as Custodian for such Series. The expenses for which the Custodian shall be entitled
to reimbursement hereunder shall include, but are not limited to, the expenses of subcustodians and foreign
branches of the Custodian incurred in settling outside of New York City transactions involving the purchase and
sale of Securities of the Fund. Notwithstanding the foregoing or anything else contained in this Agreement to the
contrary, the Custodian shall, prior to effecting any charge for compensation, expenses, or any overdraft or
indebtedness or interest thereon, submit an invoice therefor to the Fund.
11. The Custodian shall be entitled to rely upon any Certificate, notice or other instrument in
writing, Oral Instructions, or Written Instructions received by the Custodian and reasonably believed by the
Custodian to be genuine. The Fund agrees to forward to the Custodian a Certificate or facsimile thereof
confirming Oral Instructions or Written Instructions in such manner so that such Certificate or facsimile thereof
is received by the Custodian, whether by hand delivery, telecopier or other similar device, or otherwise, by the
close of business of the same day that such Oral Instructions or Written Instructions are given to the
Custodian. The Fund agrees that the fact that such confirming instructions are not received by the Custodian
shall in no way affect the validity of the transactions or enforceability of the transactions thereby authorized
by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in acting upon Oral
Instructions or Written Instructions given to the Custodian hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an Authorized Person.
12. The Custodian shall be entitled to rely upon any instrument, instruction or notice received by
the Custodian and reasonably believed by the Custodian to be given in accordance with the terms and conditions of
any Margin Account Agreement. Without limiting the generality of the foregoing, the Custodian shall be under no
duty to inquire into, and shall not be liable for, the accuracy of any statements or representations contained in
any such instrument or other notice including, without limitation, any specification of any amount to be paid to
a broker, dealer, futures commission merchant or Clearing Member. This paragraph shall not excuse any failure by
the Custodian to have acted in accordance with any Margin Agreement it has executed or any Certificate, Oral
Instructions, or Written Instructions given in accordance with this Agreement.
13. The books and records pertaining to the Fund, as described in Appendix E hereto, which are in
the possession of the Custodian shall be the property of the Fund. Such books and records shall be prepared and
maintained by the Custodian as required by the Investment Company Act of 1940, as amended, and other applicable
Securities laws and rules and regulations. The Fund, or the Fund's authorized representatives, shall have access
to such books and records during the Custodian's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by the Custodian to the Fund or the Fund's authorized
representative, and the Fund shall reimburse the Custodian its expenses of providing such copies. Upon
reasonable request of the Fund, the Custodian shall provide in hard copy or on micro-film, whichever the
Custodian elects, any records included in any such delivery which are maintained by the Custodian on a computer
disc, or are similarly maintained, and the Fund shall reimburse the Custodian for its expenses of providing such
hard copy or micro-film.
14. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of
internal accounting control of the Book-Entry system, each Depository or O.C.C., and with such reports on its own
systems of internal accounting control as the Fund may reasonably request from time to time.
15. The Custodian shall furnish upon request annually to the Fund a letter prepared by the Custodian's
accountants with respect to the Custodian's internal systems and controls in the form generally provided by the
Custodian to other investment companies for which the Custodian acts as custodian.
16. The Fund agrees to indemnify the Custodian against and save the Custodian harmless from all
liability, claims, losses and demands whatsoever, including attorney's fees, howsoever arising out of, or related
to, the Custodian's performance of its obligations under this Agreement, except for any such liability, claim,
loss and demand arising out of the negligence, bad faith, or willful misconduct of the Custodian, any
co-Custodian or subcustodian appointed by the Custodian, or that of the officers, employees, or agents of any of
them.
17. Subject to the foregoing provisions of this Agreement, the Custodian shall deliver and receive
Securities, and receipts with respect to such Securities, and shall make and receive payments only in accordance
with the customs prevailing from time to time among brokers or dealers in such Securities and, except as may
otherwise be provided by this Agreement or as may be in accordance with such customs, shall make payment for
Securities only against delivery thereof and deliveries of Securities only against payment therefor.
18. The Custodian will comply with the procedures, guidelines or restrictions ("Procedures")
adopted by the Fund from time to time for particular types of investments or transactions, e.g., Repurchase
Agreements and Reverse Repurchase Agreements, provided that the Custodian has received from the Fund a copy of
such Procedures. If within ten days after receipt of any such Procedures, the Custodian determines in good faith
that it is unreasonable for it to comply with any new procedures, guidelines or restrictions set forth therein,
it may within such ten day period send notice to the Fund that it does not intend to comply with those new
procedures, guidelines or restrictions which it identifies with particularity in such notice, in which event the
Custodian shall not be required to comply with such identified procedures, guidelines or restrictions; provided,
however, that, anything to the contrary set forth herein or in any other agreement with the Fund, if the
Custodian identifies procedures, guidelines or restrictions with which it does not intend to comply, the Fund
shall be entitled to terminate this Agreement without cost or penalty to the Fund upon thirty days' written
notice.
19. Whenever the Custodian has the authority to deduct monies from the account for a series without
a Certificate, it shall notify the Fund within one business day of such deduction and the reason for it.
Whenever the Custodian has the authority to sell Securities or any other property of the Fund on behalf of any
Series without a Certificate, the Custodian will notify the Fund of its intention to do so and afford the Fund the
reasonable opportunity to select which Securities or other property it wishes to sell on behalf of such Series.
If the Fund does not promptly sell sufficient Securities or Deposited Property on behalf of the Series, then,
after notice, the Custodian may proceed with the intended sale.
20. The Custodian shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation
shall be implied in this Agreement against the Custodian.
ARTICLE XVII
TERMINATION
1. Except as provided in paragraph 3 of this Article, this Agreement shall continue until
terminated by either the Custodian giving to the Fund, or the Fund giving to the Custodian, a notice in writing
specifying the date of such termination, which date shall be not less than 60 days after the date of the giving
of such notice. In the event such notice or a notice pursuant to paragraph 3 of this Article is given by the
Fund, it shall be accompanied by a copy of a resolution of the Board of Trustees of the Fund, certified by an
Officer and the Secretary or an Assistant Secretary of the Fund, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which shall be eligible to serve as a custodian for the
Securities of a management investment company under the Investment Company Act of 1940. In the event such notice
is given by the Custodian, the Fund shall, on or before the termination date, deliver to the Custodian a copy of
a resolution of the Board of Trustees of the Fund, certified by the Secretary or any Assistant Secretary,
designating a successor custodian or custodians. In the absence of such designation by the Fund, the Custodian
may designate a successor custodian which shall be a bank or trust company eligible to serve as a custodian for
Securities of a management investment company under the Investment Company Act of 1940 and which is acceptable to
the Fund. Upon the date set forth in such notice this Agreement shall terminate, and the Custodian shall upon
receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor
custodian all Securities and moneys then owned by the Fund and held by it as Custodian, after deducting all fees,
expenses and other amounts for the payment or reimbursement of which it shall then be entitled.
2. If a successor custodian is not designated by the Fund or the Custodian in accordance with the
preceding paragraph, the Fund shall upon the date specified in the notice of termination of this Agreement and
upon the delivery by the Custodian of all Securities (other than Securities held in the Book-Entry System which
cannot be delivered to the Fund) and moneys then owned by the Fund be deemed to be its own custodian and the
Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement arising
thereafter, other than the duty with respect to Securities held in the Book Entry System which cannot be
delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
3. Notwithstanding the foregoing, the Fund may terminate this Agreement upon the date specified in
a written notice in the event of the "Bankruptcy" of Citibank. As used in this sub-paragraph, the term
"Bankruptcy" shall mean Citibank's making a general assignment, arrangement or composition with or for the
benefit of its creditors, or instituting or having instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or the entry of a order for relief under any applicable bankruptcy law or any other
relief under any bankruptcy or insolvency law or other similar law affecting creditors rights, or if a petition
is presented for the winding up or liquidation of the party or a resolution is passed for its winding up or
liquidation, or it seeks, or becomes subject to, the appointment of an administrator, receiver, trustee,
custodian or other similar official for it or for all or substantially all of its assets or its taking any action
in furtherance of, or indicating its consent to approval of, or acquiescence in, any of the foregoing.
ARTICLE XVIII
TERMINAL LINK
1. At no time and under no circumstances shall the Fund be obligated to have or utilize the
Terminal Link, and the provisions of this Article shall apply if, but only if, the Fund in its sole and absolute
discretion elects to utilize the Terminal Link to transmit Certificates to the Custodian.
2. The Terminal Link shall be utilized only for the purpose of the Fund providing Certificates to the
Custodian and the Custodian providing notices to the Fund and only after the Fund shall have established access
codes and internal safekeeping procedures to safeguard and protect the confidentiality and availability of such
access codes. Each use of the Terminal Link by the Fund shall constitute a representation and warranty that at
least two officers have each utilized an access code that such internal safekeeping procedures have been
established by the Fund, and that such use does not contravene the Investment Company Act of 1940 and the rules
and regulations thereunder.
3. Each party shall obtain and maintain at its own cost and expense all equipment and services,
including, but not limited to communications services, necessary for it to utilize the Terminal Link, and the
other party shall not be responsible for the reliability or availability of any such equipment or services,
except that the Custodian shall not pay any communications costs of any line leased by the Fund, even if such
line is also used by the Custodian.
4. The Fund acknowledges that any data bases made available as part of, or through the Terminal Link and
any proprietary data, software, processes, information and documentation (other than any such which are or become
part of the public domain or are legally required to be made available to the public) (collectively, the
"Information"), are the exclusive and confidential property of the Custodian. The Fund shall, and shall cause
others to which it discloses the Information, to keep the Information confidential by using the same care and
discretion it uses with respect to its own confidential property and trade secrets, and shall neither make nor
permit any disclosure without the express prior written consent of the Custodian.
5. Upon termination of this Agreement for any reason, each Fund shall return to the Custodian any and
all copies of the Information which are in the Fund's possession or under its control, or which the Fund
distributed to third parties. The provisions of this Article shall not affect the copyright status of any of the
Information which may be copyrighted and shall apply to all Information whether or not copyrighted.
6. The Custodian reserves the right to modify the Terminal Link from time to time without notice to the
Fund, except that the Custodian shall give the Fund notice not less than 75 days in advance of any modification
which would materially adversely affect the Fund's operation, and the Fund agrees not to modify or attempt to
modify the Terminal Link without the Custodian's prior written consent. The Fund acknowledges that any software
provided by the Custodian as part of the Terminal Link is the property of the Custodian and, accordingly, the
Fund agrees that any modifications to the same, whether by the Fund or the Custodian and whether with or without
the Custodian's consent, shall become the property of the Custodian.
7. Neither the Custodian nor any manufacturers and suppliers it utilizes or the Fund utilizes in
connection with the Terminal Link makes any warranties or representations, express or implied, in fact or in law,
including but not limited to warranties of merchantability and fitness for a particular purpose.
8. Each party will cause its officers and employees to treat the authorization codes and the access
codes applicable to Terminal Link with extreme care, and irrevocably authorizes the other to act in accordance
with and rely on Certificates and notices received by it through the Terminal Link. Each party acknowledges that
it is its responsibility to assure that only its authorized persons use the Terminal Link on its behalf, and that
a party shall not be responsible nor liable for use of the Terminal Link on behalf of the other party by
unauthorized persons of such other party.
9. Notwithstanding anything else in this Agreement to the contrary, neither party shall have any
liability to the other for any losses, damages, injuries, claims, costs or expenses arising as a result of a
delay, omission or error in the transmission of a Certificate or notice by use of the Terminal Link except for
money damages for those suffered as the result of the negligence, bad faith or willful misconduct of such party
or its officers, employees or agents in an amount not exceeding for any incident $100,000; provided, however,
that a party shall have no liability under this Section 9 if the other party fails to comply with the provisions
of Section 11.
10. Without limiting the generality of the foregoing, in no event shall either party or any
manufacturer or supplier of its computer equipment, software or services relating to the Terminal Link be
responsible for any special, indirect, incidental or consequential damages which the other party may incur or
experience by reason of its use of the Terminal Link even if such party, manufacturer or supplier has been
advised of the possibility of such damages, nor with respect to the use of the Terminal Link shall either party
or any such manufacturer or supplier be liable for acts of God, or with respect to the following to the extent
beyond such person's reasonable control: machine or computer breakdown or malfunction, interruption or
malfunction of communication facilities, labor difficulties or any other similar or dissimilar cause.
11. The Fund shall notify the Custodian of any errors, omissions or interruptions in, or delay or
unavailability of, the Terminal Link as promptly as practicable, and in any event within 24 hours after the
earliest of (i) discovery thereof, and (ii) in the case of any error, the date of actual receipt of the earliest
notice which reflects such error, it being agreed that discovery and receipt of notice may only occur on a
business day. The Custodian shall promptly advise the Fund whenever the Custodian learns of any errors,
omissions or interruption in, or delay or unavailability of, the Terminal Link.
12. Each party shall, as soon as practicable after its receipt of a Certificate or a notice
transmitted by the Terminal Link, verify to the other party by use of the Terminal Link its receipt of such
Certificate or notice, and in the absence of such verification the party to which the Certificate or notice is
sent shall not be liable for any failure to act in accordance with such Certificate or notice and the sending
party may not claim that such Certificate or notice was received by the other party.
ARTICLE XIX
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate signed by two of the present Officers of the Fund
under its seal, setting forth the names and the signatures of the present Authorized Persons. The Fund agrees to
furnish to the Custodian a new Certificate in similar form in the event that any such present Authorized Person
ceases to be an Authorized Person or in the event that other or additional Authorized Persons are elected or
appointed. Until such new Certificate shall be received, the Custodian shall be entitled to rely and to act upon
Oral Instructions, Written Instructions, or signatures of the present Authorized Persons as set forth in the last
delivered Certificate to the extent provided by this Agreement.
2. Annexed hereto as Appendix B is a Certificate signed by two of the present Officers of the Fund
under its seal, setting forth the names and the signatures of the present Officers of the Fund. The Fund agrees
to furnish to the Custodian a new Certificate in similar form in the event any such present officer ceases to be
an officer of the Fund, or in the event that other or additional officers are elected or appointed. Until such
new Certificate shall be received, the Custodian shall be entitled to rely and to act upon the signatures of the
officers as set forth in the last delivered Certificate to the extent provided by this Agreement.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given
to the Custodian, other than any Certificate or Written Instructions, shall be sufficiently given if addressed to
the Custodian and mailed or delivered to it at its offices at 00 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or
at such other place as the Custodian may from time to time designate in writing.
4. Any notice or other instrument in writing, authorized or rehired by this Agreement to be given
to the Fund shall be sufficiently given if addressed to the Fund and mailed or delivered to it at its office at
the address for the Fund first above written, or at such other place as the Fund may from time to time designate
in writing.
5. This Agreement constitutes the entire agreement between the parties, replaces all prior
agreements and may not be amended or modified in any manner except by a written agreement executed by both
parties with the same formality as this Agreement and approved by a resolution of the Board of Trustees of the
Fund, except that Appendices A and B may be amended unilaterally by the Fund without such an approving resolution.
6. This Agreement shall extend to and shall be binding upon the parties hereto, and their
respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian or Citibank without the written consent of the
Fund, authorized or approved by a resolution of the Fund's Board of Trustees. For purposes of this paragraph, no
merger, consolidation, or amalgamation of the Custodian, Citibank, or the Fund shall be deemed to constitute an
assignment of this Agreement.
7. This Agreement shall be construed in accordance with the laws of the State of New York without
giving effect to conflict of laws principles thereof. Each party hereby consents to the jurisdiction of a state
or federal court situated in New York City, New York in connection with any dispute arising hereunder and hereby
waives its right to trial by jury.
8. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, but such counterparts shall, together, constitute only one instrument.
9. A copy of the Declaration of Trust of the Fund is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Board
of Trustees of the Fund as Trustees and not individually and that the obligations of the instrument are not
binding upon any of the Trustees or shareholders individually but are binding upon the assets and property of the
Fund; provided, however, that the Declaration of Trust of the Fund provides that the assets of a particular
series of the Fund shall under no circumstances be charges with liabilities attributable to any other series of
the Fund and that all persons extending credit to, or contracting with or having any claim against a particular
series of the Fund shall look only to the assets of that particular series for payment of such credit, contract
or claim.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective
Officers, thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year
first above written.
XXXXXXXXXXX REAL ESTATE FUND
By: ___________________________
Xxxxxx X. Xxxx, Vice President and Secretary
[SEAL]
Attest:
-------------------------
Xxxxx Xxxxxxx, Assistant Secretary
Citibank
[SEAL] By: _____________________________
Attest:
--------------------------
APPENDIX A
I, Xxxxxx X. Xxxx, Secretary, and I, Xxxxx Xxxxxxx, Assistant Secretary of Xxxxxxxxxxx Real Estate Fund, a
Massachusetts business trust (the "Fund") do hereby certify that:
The following individuals have been duly authorized by the Board of Trustees of the Fund in conformity with
the Fund's Declaration of Trust and By-Laws to give Oral Instructions and Written Instructions on behalf of the
Fund, except that those persons designated as being an "Officer of OSS" shall be an Authorized Person only for
purposes of Articles XII and XIII. The signatures set forth opposite their respective names are their true and
correct signatures:
Name Position Signature
Xxxxx X. Xxxxxx Treasurer _______________________
Xxxxxx X. Xxxx Secretary, EVP, OFI _______________________
Xxxxx Xxxxxxx Assistant Secretary _______________________
Xxxxxxxxx X. Xxxx Assistant Secretary _______________________
Xxxxxxxx Xxxx Assistant Secretary _______________________
Xxxxx Xxxxxx Assistant Treasurer _______________________
Xxxxxx Xxxxxx Assistant Treasurer _______________________
Xxxxxxxx X. Xxxxxxxx Vice President, OFI _______________________
Xxxxxxxxx X. Xxxx Vice President, OFI _______________________
Xxxx Xxxx AVP, OFI _______________________
Xxxxxx Xxxxxxxx Vice President, OFI _______________________
Xxxxx Xxxxx Vice President, OFI _______________________
Xxxxxx Xxxxxxxx AVP, OFI _______________________
Xxxxxxx X. Xxxxx _______________________
Xxxx X. Xxxxxxxx _______________________
Xxxx Xxxxxxxxxxx _______________________
Xxxxxx X. X'Xxxxxxx _______________________
Xxxxx X. Xxxxxxxx AVP, OFI _______________________
Xxxx Xxxxxxx _______________________
Xxxxx Xxxxxxxx _______________________
Xxxxx Xxxxxxxx Vice President, Cornerstone _______________________
IN WITNESS WHEREOF, I hereunto set my hand in the seal of Xxxxxxxxxxx Real Estate Fund as of the __ day of
January 2002.
------------------------------
Xxxxxx X. Xxxx, Secretary
------------------------------
Xxxxx Xxxxxxx, Assistant Secretary
APPENDIX B
I, Xxxxxx X. Xxxx, Secretary, and __________, Assistant Secretary, of Xxxxxxxxxxx Real Estate Fund, a
Massachusetts business trust (the "Fund"), do hereby certify that:
(a) The following serve in the following positions with the Fund and each has been duly elected or appointed by
the Board of Trustees of the Fund to each such position and qualified therefor in conformity with the Fund's
Declaration of Trust and By-Laws and further that the signatures of each individual below set forth opposite
their respective names are their true and correct signatures:
Name Position Signature
Xxxxx X. Xxxxxx Treasurer ______________________
Xxxxxx Xxxxxx Assistant Treasurer ________________________
Xxxxx Xxxxxx Assistant Treasurer ________________________
Xxxxxx X. Xxxx Secretary, EVP and General ________________________
Counsel of OFI
Xxxxx Xxxxxxx Assistant Secretary _______________________
Xxxxxxxxx X. Xxxx Assistant Secretary _______________________
Xxxxxxxx Xxxx Assistant Secretary _______________________
Xxxxx Xxxxxxxx Vice President, Cornerstone ________________________
(b) With respect to the following individuals, each such individual has been designated by a resolution of
the board of Trustees of the Fund to be authorized to execute on its behalf all proper officers certificates
or instructions for purposes of the Fund's Custody Agreement with Citibank and further that the signatures
of each individual below set forth opposite their respective names are true and correct signatures:
Xxxxxxxx X. Xxxxxxxx VP of OFI ____________________
Xxxxxxxxx X. Xxxx VP of OFI ____________________
Xxxx Xxxx AVP, OFI ____________________
Xxxxxx Xxxxxxxx Vice President, OFI ____________________
Xxxxx Xxxxx Vice President, OFI ____________________
Xxxxxx Xxxxxxxx AVP, OFI ____________________
Xxxxxxx X. Xxxxx ____________________
Xxxx X. Xxxxxxxx _______________________
Xxxx Xxxxxxxxxxx _______________________
Xxxxxx X. X'Xxxxxxx _______________________
Xxxxx X. Xxxxxxxx AVP, OFI _______________________
Xxxx Xxxxxxx _______________________
Xxxxx Xxxxxxxx _______________________
Xxxxx Xxxxxxxx Vice President, Cornerstone _______________________
IN WITNESS WHEREOF, I hereunto set my hand in the seal of Xxxxxxxxxxx Real Estate Fund as of the __ day of
January, 2002.
-------------------------------
Xxxxxx X. Xxxx, Secretary
-------------------------------
Xxxxx Xxxxxxx, Assistant Secretary
APPENDIX C
The undersigned, Xxxxxx X. Xxxx hereby certifies that he is the duly elected and acting
Secretary of Xxxxxxxxxxx Real Estate Fund (the "Fund"), and further certifies that the following resolutions were
adopted by the Board of Trustees of the Fund at a meeting duly held on __________________, 2001, at which a
quorum at all times present and that such resolutions have not been modified or rescinded and are in full force
an effect as of the date hereof.
RESOLVED, that Citibank, as Custodian pursuant to a Custody Agreement between Citibank
and the Fund dated as ___________________, 2001 (the "Custody Agreement") is authorized
and instructed on a continuous and ongoing basis to act in accordance with, and to rely
on instructions by the Fund to the Custodian communicated by a Terminal Link as defined
in the Custody Agreement.
RESOLVED, that the Fund shall establish access codes and grant use of such access codes
only to officers of the Fund as defined in the Custody Agreement, and shall establish
internal safekeeping procedures to safeguard and protect the confidentiality and
availability of such access codes.
RESOLVED, that Officers of the Fund as defined in the Custody Agreement shall, following
the establishment of such access codes and such internal safekeeping procedures, advise
the Custodian that the same have been established by delivering a Certificate, as defined
in the Custody Agreement, and the Custodian shall be entitled to rely upon such advice.
IN WITNESS WHEREOF, I hereunto set my hand in the seal of Xxxxxxxxxxx Real Estate Fund, as of the ___ day
of _________ 2002.
----------------------------
Xxxxxx X. Xxxx, Secretary
APPENDIX D
I, Xxxxxxx Grunston, a Vice President with Citibank, do hereby designate the following publications:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
XX Xxxxxx Municipal Bond Service
London Financial Times
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
APPENDIX E
The following books and records pertaining to Fund shall be prepared and maintained by the Custodian and
shall be the property of the Fund:
None.
EXHIBIT A
CERTIFICATION
The undersigned, Xxxxxx X. Xxxx, hereby certifies that he is the duly elected and acting Secretary of
Xxxxxxxxxxx Real Estate Fund, a Massachusetts business trust (the "Fund"), and further certifies that the
following resolution was adopted by the Board of Trustees of the Fund at a meeting duly held on
__________________, 2001, at which a quorum was at all times present and that such resolution has not been
modified or rescinded and is in full force and effect as of the date hereof.
RESOLVED, that Citibank, as Custodian pursuant to a Custody Agreement between Citibank
and the Fund dated as of ___________________, 2001 (the "Custody Agreement") is
authorized and instructed on a continuous and ongoing basis to deposit in the Book-Entry
System, as defined in the Custody Agreement, all Securities eligible for deposit therein,
regardless of the Series to which the same are specifically allocated, and to utilize the
Book-Entry System to the extent possible in connection with its performance thereunder,
including, without limitation, In connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of Securities collateral.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of Xxxxxxxxxxx Real Estate Fund as of the ___
day of ______________ 2002.
--------------------------
Xxxxxx X. Xxxx, Secretary
[SEAL]
EXHIBIT B
CERTIFICATION
The undersigned Xxxxxx X. Xxxx, hereby certifies that he is the duly elected Secretary of the Xxxxxxxxxxx
Real Estate Fund, a Massachusetts business trust (the "Fund"), and further certifies that the following
resolution was adopted by the Board of Trustees of the Fund at a meeting duly held on ____________________, 2001,
at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in
full force and effect as of the date hereof.
RESOLVED, that Citibank, as Custodian pursuant to a Custody Agreement between Citibank
and the Fund dated as of _______________, 2001 (the "Custody Agreement") is authorized
and instructed on a continuous and ongoing basis until such time as it receives a
Certificate, as defined in the Custody Agreement, to the contrary to deposit in The
Depository Trust Company ("DTC") as a "Depository" as defined in the Custody Agreement,
all Securities eligible for deposit therein, regardless of the Series to which the same
are specifically allocated, and to utilize DTC to the extent possible in connection with
its performance thereunder, including, without limitation, in connection with settlements
of purchases and sales of Securities, loans of Securities, and deliveries and returns of
Securities collateral.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of Xxxxxxxxxxx Real Estate Fund as of the ___
day of _____________ 2002.
---------------------------
Xxxxxx X. Xxxx, Secretary
[SEAL]
EXHIBIT B-1
CERTIFICATION
The undersigned, Xxxxxx X. Xxxx hereby certifies that he is the duly elected Secretary of Xxxxxxxxxxx Real
Estate Fund, a Massachusetts business trust (the "Fund"), and further certifies that the following resolution was
adopted by the Board of Trustees of the Fund at a meeting duly held on _________________, 2001, at which a quorum
was at all times present and that such resolution has not been modified or rescinded and is in full force and
effect as of the date hereof.
RESOLVED, that Citibank, as Custodian pursuant to a Custody Agreement between Citibank
and the Fund dated as of _________________, 2001, (the "Custody Agreement") is authorized
and instructed on a continuous and ongoing basis until such time as it receives a
Certificate, as defined in the Custody Agreement, to the contrary to deposit in the
Participants Trust Company as a Depository, as defined in the Custody Agreement, all
Securities eligible for deposit therein, regardless of the Series to which the same are
specifically allocated, and to utilize the Participants Trust Company to the extent
possible in connection with its performance thereunder, including, without limitation, in
connection with settlements of purchases and sales of Securities, loans of Securities,
and deliveries and returns of Securities collateral.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of Xxxxxxxxxxx Real Estate Fund as of the __
day of _____________ 2002.
-----------------------
Xxxxxx X. Xxxx, Secretary
[SEAL]
EXHIBIT C
CERTIFICATION
The undersigned, Xxxxxx X. Xxxx , hereby certifies that he is the duly elected Secretary of Xxxxxxxxxxx
Real Estate Fund, a Massachusetts business trust (the "Fund"), and further certifies that the following
resolution was adopted by the Board of Trustees of the Fund at a meeting duly held on _________________, 2001, at
which a quorum was at all times present and that such resolution has not been modified or rescinded and is in
full force and effect as of the date hereof.
RESOLVED, that Citibank, as Custodian pursuant to a Custody Agreement between Citibank
and the Fund dated as of _______________, 2001 (the "Custody Agreement") is authorized
and instructed on a continuous and ongoing basis until such time as it receives a
Certificate, as defined in the Custody Agreement, to the contrary, to accept, utilize and
act with respect to Clearing Member confirmations for Options and transaction in Options,
regardless of the Series to which the same are specifically allocated, as such terms are
defined in the Custody Agreement, as provided in the Custody Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of Xxxxxxxxxxx Real Estate Fund as of the ___
day of ___________ 2002.
----------------------------
Xxxxxx X. Xxxx, Secretary
[SEAL]
EXHIBIT D
[FORM OF FOREIGN SUBCUSTODIAN AGREEMENT]
Appendix A
Article XIX.1 0
Xxxxxxxx X
Article XIX.2 50
Exhibit A
Article III.1 7
Exhibit B
Article III.1 8
Exhibit C
Article III.1 8
Exhibit D
Article XV.4 34
Schedule A
Article XV.1 33
NIA\RealEstate\Orgzdoc\590CustAgmt(1106).doc
