GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective as of September 7, 2001, and is between XX
XXXXXX XXXXX BANK ("Bank") and each trust listed on attached Schedule C (each
the "Customer").
1. CUSTOMER ACCOUNTS.
Bank, acting as "Securities Intermediary" (as defined in Section 15(g)
hereof) shall establish and maintain the following accounts ("Accounts"):
(a) a Custody Account (as defined in Section 15(b) hereof) in the name of
Customer for Financial Assets, which shall, except as modified by Section 15(d)
hereof, mean stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same or evidencing or representing any other rights or
interests therein and other similar property whether certificated or
uncertificated as may be received by Bank or its Subcustodian (as defined in
Section 3 hereof) for the account of Customer, including as an "Entitlement
Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for any and all
cash in any currency received by Bank or its Subcustodian for the account of
Customer, which cash shall not be subject to withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and Financial
Assets (collectively "Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11 hereof) concerning the Accounts. Bank may deliver
Financial Assets of the same class in place of those deposited in the Custody
Account.
Upon written agreement between Bank and Customer, additional Accounts may
be established and separately accounted for as additional Accounts hereunder.
2. MAINTENANCE OF FINANCIAL ASSETS AND CASH AT BANK AND SUBCUSTODIAN
LOCATIONS.
Unless Instructions specifically require another location acceptable to
Bank:
(a) Financial Assets shall be held in the country or other jurisdiction in
which the principal trading market for such Financial Assets is located, where
such Financial Assets are to be presented for payment or where such Financial
Assets are acquired; and
(b) Cash shall be credited to an account in a country or other jurisdiction
in which such cash may be legally deposited or is the legal currency for the
payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and Bank can comply with such
Instructions, Bank is authorized to maintain cash balances on deposit for
Customer with itself or one of its "Affiliates" at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as Customer may direct, if acceptable to Bank. For purposes
hereof, the term "Affiliate" shall mean an entity controlling, controlled by, or
under common control with, Bank.
If Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by Bank and Customer.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets in the Accounts in
accounts which Bank has established with one or more of its branches or
Subcustodians. Bank and Subcustodians are authorized to hold any of the
Financial Assets in their account with any securities depository in which they
participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to Schedule
A, but in no case will such amendment be effective prior to Customer's actual
receipt of such notice. Upon request by Customer, Bank shall identify the name,
address and principal place of business of any Subcustodian of Customer's Assets
and the name and address of the governmental agency or other regulatory
authority that supervises or regulates such Subcustodian.
4. USE OF SUBCUSTODIAN.
(a) Bank shall identify the Assets on its books as belonging to Customer.
(b) A Subcustodian shall hold such Assets together with assets belonging to
other customers of Bank in accounts identified on such Subcustodian's books as
custody accounts for the exclusive benefit of customers of Bank.
(c) Any Financial Assets in the Accounts held by a Subcustodian shall be
subject only to the instructions of Bank or its agent. Any Financial Assets held
in a securities depository for the account of a Subcustodian shall be subject
only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding Bank's
customers' assets shall provide (i) for indemnification or insurance
arrangements (or any combination) that will adequately protect the Customer
against the risk of loss of Assets held in accordance with the Agreement; (ii)
that such assets shall not be subject to any right, charge, security interest,
lien or claim of any kind in favor of such Subcustodian or its creditors except
a claim of payment for their safe custody or administration or, in the case of
cash deposits, except for liens or rights in favor of creditors of the
Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) that
the beneficial ownership of such assets shall be freely transferable without the
payment of money or value other than for safe custody or administration; (iv)
that adequate records will be maintained identifying such Assets as belonging to
the Customer or as being held by Bank for the benefit of its customers; (v) that
the Customer's independent public accountants will be given access to those
records or confirmation of the contents of those records; and (vi) that the
Customer will receive periodic reports with respect to the safekeeping of
Customer's Assets, including notification of any transfer to or from Customer's
account or a third party account containing assets held for the benefit of the
Customer. Where Securities are deposited by a Subcustodian with a securities
depository, Bank shall cause the Subcustodian to identify on its books as
belonging to Bank, as agent, the Securities shown on the Subcustodian's account
on the books of such securities depository. The foregoing shall not apply to the
extent of any special agreement or arrangement made by Customer with any
particular Subcustodian.
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5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the Deposit Account
upon receipt of Instructions which include all information required by Bank.
(b) In the event that any payment to be made under this Section 5 exceeds
the funds available in the Deposit Account, Bank, in its discretion, may advance
Customer such excess amount which shall be deemed a loan payable on demand,
bearing interest at the rate customarily charged by Bank on similar loans.
(c) If Bank credits the Deposit Account on a payable date, or at any time
prior to actual collection and reconciliation to the Deposit Account, with
interest, dividends, redemptions or any other amount due, Customer shall
promptly return any such amount upon oral or written notification: (i) that such
amount has not been received in the ordinary course of business or (ii) that
such amount was incorrectly credited. If Customer does not promptly return any
amount upon such notification, Bank shall be entitled, upon oral or written
notification to Customer, to reverse such credit by debiting the Deposit Account
for the amount previously credited. Bank or its Subcustodian shall have no duty
or obligation to institute legal proceedings, file a claim or a proof of claim
in any insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for Customer upon Instructions after
consultation with Customer.
6. CUSTODY ACCOUNT TRANSACTIONS; ACCOUNTING SERVICES.
(a) Financial Assets shall be transferred, exchanged or delivered by Bank
or its Subcustodian upon receipt by Bank of Instructions which include all
information required by Bank. Settlement and payment for Financial Assets
received for, and delivery of Financial Assets out of, the Custody Account may
be made in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivery of
Financial Assets to a purchaser, dealer or their agents against a receipt with
the expectation of receiving later payment and free delivery. Delivery of
Financial Assets out of the Custody Account may also be made in any manner
specifically required by Instructions acceptable to Bank.
(b) In accordance with applicable law, Bank will effect book entries on a
"contractual settlement date accounting" basis as described below with respect
to the settlement of trades in those markets where Bank generally offers
contractual settlement date accounting and will notify Customer of those markets
from time to time. Otherwise, such transactions shall be credited or debited to
the Accounts on the date cash or Financial Assets are actually received by Bank
and reconciled to the Account.
(i) On the settlement date for a sale, Bank will credit the Deposit
Account with the proceeds of the sale and transfer the relevant
Financial Assets to an account at Bank pending settlement of the
trade where not already delivered.
(ii) On the settlement date for the purchase (or earlier, if market
practice requires delivery of the purchase price before the
settlement date), Bank will debit the Deposit Account for the
settlement amount and credit a separate account at Bank. Bank
then will post the Custody Account as awaiting receipt of the
expected Financial Assets. Customer will not be entitled to the
Financial Assets that are awaiting receipt until Bank or a
Subcustodian actually receives them.
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(iii) Bank reserves the right to restrict in good faith the
availability of contractual settlement date accounting for credit
or operational reasons.
(iv) Bank may (in its absolute discretion) upon oral or written
notification to Customer reverse any debit or credit made
pursuant to this Section 6 prior to a transaction's actual
settlement, and Customer will be responsible for any costs or
liabilities resulting from such reversal. Customer acknowledges
that the procedures described in this sub-section are of an
administrative nature, and Bank does not undertake to make loans
and/or Financial Assets available to Customer, other than as
provided for in Section 5 or otherwise in this Agreement.
(c) Bank shall perform fund accounting services as specified on attached
Schedule D.
7. ACTIONS OF BANK.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Present for payment any Financial Assets which are called, redeemed or
retired or otherwise become payable and all coupons and other income items which
call for payment upon presentation, to the extent that Bank or Subcustodian is
aware of such opportunities. Bank is deemed to be aware for purposes of this
Agreement upon publication of notice of such opportunities in a publication
identified on Exhibit 1, as such Exhibit may be amended from time to time by
mutual agreement.
(b) Execute in the name of Customer such ownership and other certificates
as may be required to obtain payments in respect of Financial Assets.
(c) Exchange interim receipts or temporary Financial Assets for definitive
Financial Assets.
(d) Appoint brokers and agents for any transaction involving the Financial
Assets, including, without limitation, Affiliates of Bank or any Subcustodian.
(e) Advise Customer and its investment adviser daily of the amount of any
funds advanced to Customer by Bank under Section 5(b) hereof ("overdrafts") and
the circumstances giving rise to each such overdraft.
(f) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
Bank shall send Customer an advice or notification of any transfers of
Assets to or from the Accounts. Such statements, advices or notifications shall
indicate the identity of the entity having custody of the Assets. Unless
Customer sends Bank a written exception or objection to any Bank statement
within sixty (60) days of receipt, Customer shall be deemed to have approved
such statement. In such event, or where Customer has otherwise approved any such
statement, Bank shall, to the extent permitted by law, be released, relieved and
discharged with respect to all matters set forth in such statement or reasonably
implied therefrom as though it had been settled by the decree of a court of
competent jurisdiction in an action where Customer and all persons having or
claiming an interest in Customer or Customer's Accounts were parties.
All collections of funds or other property paid or distributed in respect
of Financial Assets in the Custody Account shall be made at the risk of
Customer. Bank shall have no liability for any loss
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occasioned by delay in the actual receipt of notice by Bank or by its
Subcustodians of any payment, redemption or other transaction regarding
Financial Assets in the Custody Account in respect of which Bank has agreed to
take any action hereunder.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) CORPORATE ACTIONS. Whenever Bank receives information concerning the
Financial Assets which requires discretionary action by the beneficial owner of
the Financial Assets (other than a proxy), such as subscription rights, bonus
issues, stock repurchase plans and rights offerings, or legal notices or other
material intended to be transmitted to securities holders ("Corporate Actions"),
Bank shall give Customer notice of such Corporate Actions to the extent that
Bank's central corporate actions department has actual knowledge of a Corporate
Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action is received which
bears an expiration date, Bank shall endeavor to obtain Instructions from
Customer or its Authorized Person (as defined in Section 10 hereof), but if
Instructions are not received in time for Bank to take timely action, or actual
notice of such Corporate Action was received too late to seek Instructions, Bank
is authorized to sell such rights entitlement or fractional interest and to
credit the Deposit Account with the proceeds or take any other action it deems,
in good faith, to be appropriate in which case it shall be held harmless for any
such action.
(b) PROXY VOTING. Bank shall provide proxy voting services for securities
held outside the United States, if elected by Customer, in accordance with the
terms of the proxy voting services rider hereto. Proxy voting services may be
provided by Bank or, in whole or in part, by one or more third parties appointed
by Bank (which may be Affiliates of Bank). The Bank shall, with respect to
domestic securities held hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are registered otherwise
than in the name of Customer or one of its series, or a nominee of such, all
proxies it receives, without indication of the manner in which such proxies are
to be voted, and shall promptly deliver to the Customer such proxies, all proxy
soliciting materials and all notices relating to such securities as it has
received.
(c) TAX RECLAIMS.
(i) Subject to the provisions hereof, Bank shall apply for a reduction
of withholding tax and any refund of any tax paid or tax credits which
apply in each applicable market in respect of income payments on Financial
Assets for Customer's benefit which Bank believes may be available to
Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon
Bank's receiving from Customer or, to the extent the Financial Assets are
beneficially owned by others, from each beneficial owner, (A) a declaration
of the beneficial owner's identity and place of residence and (B) certain
other documentation (pro forma copies of which are available from Bank).
Customer acknowledges that, if Bank does not receive such declarations,
documentation and information, Bank shall be unable to provide tax reclaim
services.
(iii) Bank shall not be liable to Customer or any third party for any
taxes, fines or penalties payable by Bank or Customer, and shall be
indemnified accordingly, whether these result from the inaccurate
completion of documents by Customer or any third party, or as a result of
the provision to Bank or any third party of inaccurate or misleading
information or the withholding of material information by Customer or any
other third party, or as a result of any delay of any revenue authority or
any other matter beyond Bank's control.
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(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to
Customer from time to time and Bank may, by notification in writing, at
Bank's absolute discretion, supplement or amend the markets in which tax
reclaim services are offered. Other than as expressly provided in this
sub-clause, Bank shall have no responsibility with regard to Customer's tax
position or status in any jurisdiction.
(v) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental body in
relation to Customer or the securities and/or cash held for Customer.
(vi) Tax reclaim services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may be Bank's
affiliates); provided that Bank shall be liable for the performance of any
such third party to the same extent as Bank would have been if Bank had
performed such services.
(d) TAX OBLIGATIONS.
(i) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Deposit Account any taxes or levies required by
any revenue or governmental authority for whatever reason in respect of the
Custody Account.
(ii) Customer shall provide to Bank such documentation and information
as Bank may require in connection with taxation, and warrants that, when
given, this information shall be true and correct in every respect, not
misleading in any way, and contain all material information. Customer
undertakes to notify Bank immediately if any such information requires
updating or amendment.
(iii) Customer shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and Customer
agrees to pay, indemnify and hold Bank harmless from and against any and
all liabilities, penalties, interest or additions to tax with respect to or
resulting from any delay in, or failure by, Bank (1) to pay, withhold or
report any U.S. federal, state or local taxes or foreign taxes imposed on,
or (2) to report interest, dividend or other income paid or credited to the
Deposit Account, whether such failure or delay by Bank to pay, withhold or
report tax or income is the result of (x) Customer's failure to comply with
the terms of this paragraph, or (y) Bank's own acts or omissions; provided
however, Customer shall not be liable to Bank for any penalty or additions
to tax due as a result of Bank's failure to pay, withhold or report tax or
to report interest, dividend or other income paid or credited to the
Deposit Account solely as a result of Bank's negligent acts or omissions.
9. NOMINEES.
Financial Assets which are ordinarily held in registered form may be
registered in a nominee name of Bank, Subcustodian or securities depository, as
the case may be. Bank may without notice to Customer cause any such Financial
Assets to cease to be registered in the name of any such nominee and to be
registered in the name of Customer. In the event that any Financial Assets
registered in a nominee name are called for partial redemption by the issuer,
Bank may allot the called portion to the respective beneficial holders of such
class of security in any manner Bank deems to be fair and equitable. Customer
shall hold Bank, Subcustodians, and their respective nominees harmless from any
liability arising directly or indirectly from their status as a mere record
holder of Financial Assets in the Custody Account.
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10. AUTHORIZED PERSONS.
As used herein, the term "Authorized Person" means employees or agents
including investment managers as have been designated by written notice from
Customer or its designated agent to act on behalf of Customer hereunder. Such
persons shall continue to be Authorized Persons until such time as Bank receives
Instructions from Customer or its designated agent that any such employee or
agent is no longer an Authorized Person.
11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized Person
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank which Bank believes in good faith to have been given by
Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Bank may specify. Unless
otherwise expressly provided, all Instructions shall continue in full force and
effect until canceled or superseded. The term "Instructions" includes, without
limitation, instructions to sell, assign, transfer, deliver, purchase or receive
for the Custody Account, any and all stocks, bonds and other Financial Assets or
to transfer funds in the Deposit Account.
Any Instructions delivered to Bank by telephone shall promptly thereafter
be confirmed in writing by an Authorized Person (which confirmation may bear the
facsimile signature of such Person), but Customer shall hold Bank harmless for
the failure of an Authorized Person to send such confirmation in writing, the
failure of such confirmation to conform to the telephone instructions received
or Bank's failure to produce such confirmation at any subsequent time. Bank may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer shall be
responsible for safeguarding any testkeys, identification codes or other
security devices which Bank shall make available to Customer or its Authorized
Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) Bank shall be responsible for the performance of only such duties as
are set forth herein or expressly contained in Instructions which are consistent
with the provisions hereof as follows:
(i) Bank shall exercise reasonable care and diligence in carrying out
all its duties and obligations under this Agreement, and shall be liable to
Customer for any and all claims, liabilities, losses, damages, fines,
penalties and expenses, including out-of-pocket and incidental expenses and
reasonable attorneys' fees suffered or incurred by Customer resulting from
failure of Bank to exercise such reasonable care and diligence. Bank shall
only be liable to Customer for any loss which shall occur as the result of
the failure of a Subcustodian to exercise reasonable care with respect to
the safekeeping of such Assets where such loss results directly from the
failure by the Subcustodian to use reasonable care in the provision of
custodial services by it in accordance with the standards prevailing in its
local market or from the willful default of such Subcustodian in the
provision of custodial services by it. In the event of any loss to Customer
which is compensable hereunder (i.e. a loss arising by reason of the
failure of Bank or its Subcustodian to use reasonable care), Bank shall be
liable to Customer only to the extent of Customer's direct damages, to be
determined based on the market value of the property which is the subject
of the loss at the date of discovery of such loss and without reference to
any special conditions or circumstances. Bank shall have no liability
whatsoever for any consequential, special, indirect or speculative loss or
damages (including, but not limited to, lost profits) suffered by Customer
in connection with the transactions and services contemplated hereby and
the
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relationship established hereby even if Bank has been advised as to the
possibility of the same and regardless of the form of the action.
(ii) Bank shall not be responsible for the insolvency of any
Subcustodian which is not a branch or Affiliate of Bank. Bank shall not be
responsible for any act, omission, default or the solvency of any broker or
agent which it or a Subcustodian appoints unless such appointment was made
negligently or in bad faith.
(iii) (A) Customer shall indemnify and hold Bank and its directors,
officers, agents and employees (collectively the "Indemnitees") harmless
from and against any and all claims, liabilities, losses, damages, fines,
penalties, and expenses, including out-of-pocket and incidental expenses
and legal fees ("Losses") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them for following any instructions or
other directions upon which Bank is authorized to rely pursuant to the
terms of this Agreement. (B) In addition to and not in limitation of the
preceding subparagraph, Customer shall also indemnify and hold the
Indemnitees and each of them harmless from and against any and all Losses
that may be imposed on, incurred by, or asserted against, the Indemnitees
or any of them in connection with or arising out of Bank's performance
under this Agreement, provided the Indemnitees have acted with reasonable
care and diligence and have not engaged in willful misconduct. (C) In
performing its obligations hereunder, Bank may rely on the genuineness of
any document which it believes in good faith to have been validly executed.
Customer shall have no liability whatsoever for any consequential, special,
indirect or speculative loss or damages (including, but not limited to,
lost profits) suffered by Bank in connection with the transactions and
services contemplated hereby and the relationship established hereby even
if Customer has been advised as to the possibility of the same and
regardless of the form of action.
(iv) Customer shall pay for and hold Bank harmless from any liability
or loss resulting from the imposition or assessment of any taxes or other
governmental charges, and any related expenses, with respect to income from
or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the advice of
counsel reasonably acceptable to the Customer on all matters and shall be
without liability for any action reasonably taken or omitted pursuant to
such advice.
(vi) Bank need not maintain any insurance for the benefit of Customer.
(vii) Without limiting the foregoing, Bank shall not be liable for any
loss which results from: 1) the general risk of investing, or 2) investing
or holding Assets in a particular country including, but not limited to,
losses resulting from malfunction, interruption of or error in the
transmission of information caused by any machines or system or
interruption of communication facilities, abnormal operating conditions,
nationalization, expropriation or other governmental actions; regulation of
the banking or securities industry; currency restrictions, devaluations or
fluctuations; and market conditions which prevent the orderly execution of
securities transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or work
stoppages, acts of war (whether declared or undeclared) or terrorism,
insurrection, revolution, nuclear fusion, fission or radiation, or acts of
God.
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(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no duty or
responsibility to:
(i) question Instructions or make any suggestions to Customer or an
Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or
the retention of Financial Assets;
(iii) advise Customer or an Authorized Person regarding any default in
the payment of principal or income of any security other than as provided
in Section 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person regarding
the financial condition of any broker, agent or other party to which
Financial Assets are delivered or payments are made pursuant hereto; and
(v) review or reconcile trade confirmations received from brokers.
Customer or its Authorized Persons issuing Instructions shall bear any
responsibility to review such confirmations against Instructions issued to
and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank or
any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential conflict
of duty or interest including the fact that Bank or any of its Affiliates may
provide brokerage services to other customers, act as financial advisor to the
issuer of Financial Assets, act as a lender to the issuer of Financial Assets,
act in the same transaction as agent for more than one customer, have a material
interest in the issue of Financial Assets, or earn profits from any of the
activities listed herein.
13. FEES AND EXPENSES.
Customer shall pay Bank for its services hereunder the fees set forth in
Schedule B hereto or such other amounts as may be agreed upon in writing,
together with Bank's reasonable out-of-pocket or incidental expenses, including,
but not limited to, legal fees. Bank shall have a lien on and is authorized to
charge any Accounts of Customer for any amount owing to Bank under any provision
hereof.
14. MISCELLANEOUS.
(a) Certification of Residency, etc. Customer certifies that it is a
resident of the United States and shall notify Bank of any changes in residency.
Bank may rely upon this certification or the certification of such other facts
as may be required to administer Bank's obligations hereunder. Customer shall
indemnify Bank against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(b) Access to Records. Bank shall allow Customer's independent public
accountant reasonable access to the records of Bank relating to Financial Assets
as is required in connection with their examination of books and records
pertaining to Customer's affairs. Subject to restrictions under applicable law,
Bank shall also obtain an undertaking to permit Customer's independent public
accountants reasonable access to the records of any Subcustodian which has
physical possession of any Financial Assets as may be required in connection
with the examination of Customer's books and records.
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(c) Governing Law; Successors and Assigns; Immunity; Captions. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assignable by
either party, but shall bind the successors in interest of Customer and Bank. To
the extent that in any jurisdiction Customer may now or hereafter be entitled to
claim, for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, Customer irrevocably shall
not claim, and it hereby waives, such immunity. The captions given to the
sections and subsections of this Agreement are for convenience of reference only
and are not to be used to interpret this Agreement.
(d) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are (Check one):
|X| Investment Company assets subject to certain U.S. Securities and
Exchange Commission rules and regulations;
__ Other (specify)
This Agreement consists exclusively of this document together with
Schedules A, B, C and D, Appendices 1-A and 1-B and the following Rider(s)
[Check applicable rider(s)]:
|X| INVESTMENT COMPANY
|X| PROXY VOTING
|X| SPECIAL TERMS AND CONDITIONS
There are no other provisions hereof and this Agreement supersedes any
other agreements, whether written or oral, between the parties. Any amendment
hereto must be in writing, executed by both parties.
(e) SEVERABILITY. In the event that one or more provisions hereof are held
invalid, illegal or unenforceable in any respect on the basis of any particular
circumstances or in any jurisdiction, the validity, legality and enforceability
of such provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions shall not in any way be affected
or impaired.
(f) WAIVER. Except as otherwise provided herein, no failure or delay on the
part of either party in exercising any power or right hereunder operates as a
waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise, or the exercise of any other power or right. No
waiver by a party of any provision hereof, or waiver of any breach or default,
is effective unless in writing and signed by the party against whom the waiver
is to be enforced.
(g) REPRESENTATIONS AND WARRANTIES. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit and
control the Financial Assets and cash deposited in the Accounts; (B) it has all
necessary authority to use Bank as its custodian; (C) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; (D) it shall have full authority and power to borrow moneys and enter
into foreign exchange transactions; and (E) it has not relied on any oral or
written representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the duties of
Bank. (ii) Bank hereby represents and warrants to Customer that: (A) it has the
full power and authority to perform its obligations hereunder, (B) this
Agreement constitutes its legal, valid and binding obligation, enforceable in
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accordance with its terms; and (C) that it has taken all necessary action to
authorize the execution and delivery hereof.
(h) NOTICES. All notices hereunder shall be effective when actually
received. Any notices or other communications which may be required hereunder
are to be sent to the parties at the following addresses or such other addresses
as may subsequently be given to the other party in writing: (a) Bank: JPMorgan
Chase Bank, 0 Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, X.X. 00000, Attention: Global
Investor Services, Investment Management Group; and (b) Customer: c/o Chase
Global Asset Management and Mutual Funds, 0 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx,
Xxx Xxxx 00000, Attention: Xxxxxxx X. XxXxx.
(i) TERMINATION. This Agreement may be terminated by Customer or Bank by
giving sixty (60) days' written notice to the other, provided that such notice
to Bank shall specify the names of the persons to whom Bank shall deliver the
Assets in the Accounts. If notice of termination is given by Bank, Customer
shall, within sixty (60) days following receipt of the notice, deliver to Bank
Instructions specifying the names of the persons to whom Bank shall deliver the
Assets. In either case Bank shall deliver the Assets to the persons so
specified, after deducting any amounts which Bank determines in good faith to be
owed to it under Section 13. If within sixty (60) days following receipt of a
notice of termination by Bank, Bank does not receive Instructions from Customer
specifying the names of the persons to whom Bank shall deliver the Assets, Bank,
at its election, may deliver the Assets to a bank or trust company doing
business in the State of New York to be held and disposed of pursuant to the
provisions hereof, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.
(j) MONEY LAUNDERING. Customer warrants and undertakes to Bank for itself
and its agents that all Customer's customers are properly identified in
accordance with U.S. Money Laundering Regulations as in effect from time to
time.
(k) IMPUTATION OF CERTAIN INFORMATION. Bank shall not be held responsible
for and shall not be required to have regard to information held by any person
by imputation or information of which Bank is not aware by virtue of a "Chinese
Wall" arrangement. If Bank becomes aware of confidential information which in
good faith it feels inhibits it from effecting a transaction hereunder Bank may
refrain from effecting it.
15. DEFINITIONS.
As used herein, the following terms shall have the meaning hereinafter
stated:
(a) "Certificated Security" shall mean a security that is represented by a
certificate.
(b) "Custody Account" shall mean each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant hereto.
(c) "Entitlement Holder" shall mean the person on the records of a
Securities Intermediary as the person having a Securities Entitlement against
the Securities Intermediary.
(d) "Financial Asset" shall mean, as the context requires, either the asset
itself or the means by which a person's claim to it is evidenced, including a
Certificated Security or Uncertificated Security, a security certificate, or a
Securities Entitlement. Financial Assets shall not include cash.
(e) "Securities" shall mean stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated Securities or
Uncertificated Securities and commonly
11
traded or dealt in on securities exchanges or financial markets, and other
obligations of an issuer, or shares, participations and interests in an issuer
recognized in an area in which it is issued or dealt in as a medium for
investment and any other property as shall be acceptable to Bank for the Custody
Account.
(f) "Securities Entitlement" shall mean the rights and property interest of
an Entitlement Holder with respect to a Financial Asset as set forth in Part 5
of the Uniform Commercial Code.
(g) "Securities Intermediary" shall mean Bank, a Subcustodian, a securities
depository, and any other financial institution which in the ordinary course of
business maintains custody accounts for others and acts in that capacity.
(h) "Uncertificated Security" shall mean a security that is not represented
by a certificate.
(i) "Uniform Commercial Code" shall mean Article 8 of the Uniform
Commercial Code of the State of New York, as the same may be amended from time
to time.
12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
X.X. XXXXXX FUNDS
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. XXXXXX SERIES TRUST
X.X. XXXXXX SERIES TRUST II
MUTUAL FUND GROUP
XXXXXXX MUTUAL FUND GROUP
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND INVESTMENT TRUST
By:________________________________
Title: Xxxxx Xxxxxxxx, President
Date: September 7, 2001
JPMORGAN CHASE BANK
By:________________________________
Title:
Date:
00
XXXXX XX XXX XXXX )
: ss.
COUNTY OF NEW YORK )
On this ___ day of ____________, 200_, before me personally came Xxxxx
Xxxxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides in ______________________________________, that he is President of the
entity described in and which executed the foregoing instrument; that he knows
the seal of said entity, that the seal affixed to said instrument is such seal,
that it was so affixed by order of said entity, and that he/she signed his/her
name thereto by like order.
-------------------
Xxxxx Xxxxxxxx
Sworn to before me this ___ day
of ________________, 200_.
_______________________________
Notary
00
XXXXX XX XXX XXXX )
: ss.
COUNTY OF NEW YORK )
On this ___ day of _____________, 200_, before me personally came
______________________, to me known, who being by me duly sworn, did depose and
say that he/she resides in _________________________________; that he/she is a
Vice President of JPMORGAN CHASE BANK, the corporation described in and which
executed the foregoing instrument; that he/she knows the seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by order of the Board of Directors of said corporation,
and that he/she signed his/her name thereto by like order.
Sworn to before me this ___ day
of _______________, 200_.
______________________________
Notary
15
Investment Company Rider to Global Custody Agreement
With JPMorgan Chase Bank and
effective as of September 7, 2001
The following modifications are made to the Agreement:
A. Add a new Section 16 to the Agreement as follows:
"16. COMPLIANCE WITH SEC RULE 17f-5.
(a) Customer's board of directors (or equivalent body) (hereinafter
'Board') hereby delegates to Bank, and Bank hereby accepts the delegation to it,
of the obligation to perform as Customer's 'Foreign Custody Manager' (as that
term is defined in Securities and Exchange Commission ("SEC") rule 17f-5(a)(2)
as promulgated under the Investment Company Act of 1940, as amended ("1940
Act")), for the purposes of (i) selecting Eligible Foreign Custodians (as that
term is defined in SEC rule 17f-5(a)(1), and as the same may be amended from
time to time, or that have otherwise been made exempt pursuant to an SEC
exemptive order) to hold Financial Assets and Cash and (ii) evaluating the
contractual arrangements with such Eligible Foreign Custodians (as set forth in
SEC rule 17f-5(c)(2)). Anything in this Agreement to the contrary
notwithstanding, the Bank shall in no event be deemed to have selected any
Eligible Securities Depository (as defined in SEC rule 17f-7), the use of which
is mandatory by law or regulation.. (Eligible Securities Depositories used by
Bank as of the date hereof are set forth in Appendix 1-A hereto, and as the same
may be amended on notice to Customer from time to time.)
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the placement of
Financial Assets and Cash with particular Eligible Foreign Custodians and
of any material change in the arrangements with such Eligible Foreign
Custodians, with such reports to be provided to Customer's Board at such
times as the Board deems reasonable and appropriate based on the
circumstances of Customer's foreign custody arrangements (and until further
notice from Customer such reports shall be provided not less than quarterly
with respect to the placement of Financial Assets and Cash with particular
Eligible Foreign Custodians and with reasonable promptness upon the
occurrence of any material change in the arrangements with such Eligible
Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in performing as
Customer's Foreign Custody Manager as a person having responsibility for
the safekeeping of Financial Assets and Cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined
that Financial Assets and Cash placed and maintained in the safekeeping of
such Eligible Foreign Custodian shall be subject to reasonable care, based
on the standards applicable to custodians in the relevant market, after
having considered all factors relevant to the safekeeping of such Financial
Assets and Cash, including, without limitation, those factors set forth in
SEC rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian requires that the Eligible Foreign Custodian will provide
reasonable care for Financial Assets and Cash based on the standards
applicable to custodians in the relevant market.
(v) have established a system to monitor the continued appropriateness of
maintaining Financial Assets and Cash with particular Eligible Foreign
Custodians and of the governing contractual
arrangements; it being understood, however, that in the event that Bank
shall have determined that the existing Eligible Foreign Custodian in a
given country would no longer afford Financial Assets and Cash reasonable
care and that no other Eligible Foreign Custodian in that country would
afford reasonable care, Bank shall promptly so advise Customer and shall
then act in accordance with the Instructions of Customer with respect to
the disposition of the affected Financial Assets and Cash.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Financial Assets and Cash on behalf of Customer with Eligible Foreign Custodians
pursuant to a written contract deemed appropriate by Bank.
(c) Bank represents to Customer that it is a U.S. Bank as defined in Rule
17f-5(a)(7). Customer represents to Bank that: (1) the Financial Assets and Cash
being placed and maintained in Bank's custody are subject to the 1940 Act, as
the same may be amended from time to time; (2) its Board: (i) has determined
that it is reasonable to rely on Bank to perform as Customer's Foreign Custody
Manager (ii) or its investment adviser shall have determined that Customer may
maintain Financial Assets and Cash in each country in which Customer's Financial
Assets and Cash shall be held hereunder and determined to accept the risks
arising therefrom (including, but not limited to, a country's financial
infrastructure), prevailing custody and settlement practices, laws applicable to
the safekeeping and recovery of Financial Assets and Cash held in custody, and
the likelihood of nationalization, currency controls and the like) (collectively
("Country Risk")). Nothing contained herein shall require Bank to make any
selection or to engage in any monitoring on behalf of Customer that would entail
consideration of Country Risk.
(d) Bank shall provide to Customer an analysis of the risks associated with
maintaining assets with Eligible Securities Depositories. Bank shall monitor the
custody risks associated with maintaining assets with the Eligible Securities
Depositories on a continuing basis, and promptly notify the Customer of any
material change in these risks. Customer hereby acknowledges that: (i) such
information is solely designed to inform Customer of market conditions and
procedures and is not intended as a recommendation to invest or not invest in
particular markets; and (ii) Bank has gathered the information from sources it
considers reliable, but that Bank shall have no responsibility for inaccuracies
or incomplete information unless the Bank knows such information is inaccurate
or incomplete.
B. Add the following after the first sentence of Section 3 of the
Agreement: "At the request of Customer, Bank may, but need not, add to Schedule
A an Eligible Foreign Custodian where Bank has not acted as Foreign Custody
Manager with respect to the selection thereof. Bank shall notify Customer in the
event that it elects to add any such entity."
C. Add the following language to the end of Section 3 of the Agreement:
"The term Subcustodian as used herein shall mean the following:
(a) a 'U.S. Bank,' which shall mean a U.S. bank as defined in SEC rule
17f-5(a)(7);
(b) an 'Eligible Foreign Custodian,' which shall mean (i) a banking
institution or trust company, incorporated or organized under the laws of a
country other than the United States, that is regulated as such by that
country's government or an agency thereof, (ii) a majority-owned direct or
indirect subsidiary of a U.S. bank or bank holding company which subsidiary
is incorporated or organized under the laws of a country other than the
United States; and (iii) any other entity (other than an Eligible
Securities Depository) that shall have been so qualified by exemptive
order, rule or other appropriate action of the SEC.
2
For purposes of clarity, it is agreed that as used in Section 12(a)(i), the term
Subcustodian shall not include any Eligible Foreign Custodian as to which Bank
has not acted as Foreign Custody Manager or any Eligible Securities Depository."
3
Schedule A
SUBCUSTODIANS
Appendix 1-A
ELIGIBLE SECURITIES DEPOSITORIES
Appendix 1-B
INFORMATION REGARDING COUNTRY RISK
1. To aid Customer in its determinations regarding Country Risk, Bank shall
furnish annually and upon the initial placing of Financial Assets and Cash into
a country the following information (check items applicable):
A Opinions of local counsel concerning:
|X| i. Whether applicable foreign law would restrict the access afforded
Customer's independent public accountants to books and records kept by
an eligible foreign custodian located in that country.
|X| ii. Whether applicable foreign law would restrict the Customer's ability
to recover its Financial Assets and Cash in the event of the
bankruptcy of an Eligible Foreign Custodian located in that country.
|X| iii. Whether applicable foreign law would restrict the Customer's ability
to recover Financial Assets that are lost while under the control of
an Eligible Foreign Custodian located in the country.
B. Written information concerning:
|X| i. The foreseeability of expropriation, nationalization, freezes, or
confiscation of Customer's Financial Assets and Cash.
|X| ii. Whether difficulties in converting Customer's cash and cash
equivalents to U.S. dollars are reasonably foreseeable.]
|X| C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership restrictions,
(iii) foreign exchange, (iv) securities settlement and registration, (v)
taxation, and (vi) depositories (including depository evaluation), if any.
|X| 2. To aid Customer in monitoring Country Risk, Bank shall furnish board
the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
With
JPMORGAN CHASE BANK
Dated as of September 7, 2001
1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures") furnished
to Customer, as the same may be amended by Bank from time to time on prior
notice to Customer. The Procedures are incorporated by reference herein and
form a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by Bank
to Customer of the dates of pending shareholder meetings, resolutions to be
voted upon and the return dates as may be received by Bank or provided to
Bank by its Subcustodians or third parties, and (b) voting by Bank of
proxies based on Customer Instructions. Original proxy materials or copies
thereof shall not be provided. Notifications shall generally be in English
and, where necessary, shall be summarized and translated from such
non-English materials as have been made available to Bank or its
Subcustodian. In this respect Bank's only obligation is to provide
information from sources it believes to be reliable and/or to provide
materials summarized and/or translated in good faith. Bank reserves the
right to provide Notifications, or parts thereof, in the language received.
Upon reasonable advance request by Customer, backup information relative to
Notifications, such as annual reports, explanatory material concerning
resolutions, management recommendations or other material relevant to the
exercise of proxy voting rights shall be provided as available, but without
translation.
3. While Bank shall attempt to provide accurate and complete Notifications,
whether or not translated, Bank shall not be liable for any losses or other
consequences that may result from reliance by Customer upon Notifications
where Bank prepared the same in good faith.
4. Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Proxy Services Bank shall be acting solely as the
agent of Customer, and shall not exercise any discretion with regard to
such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of circumstances,
including, without limitation, where the relevant Financial Assets are: (i)
on loan; (ii) at registrar for registration or reregistration; (iii) the
subject of a conversion or other corporate action; (iv) not held in a name
subject to the control of Bank or its Subcustodian or are otherwise held in
a manner which precludes voting; (v) not capable of being voted on account
of local market regulations or practices or restrictions by the issuer; or
(vi) held in a margin or collateral account.
6. Customer acknowledges that in certain countries Bank may be unable to vote
individual proxies but shall only be able to vote proxies on a net basis
(e.g., a net yes or no vote given the voting instructions received from all
customers).
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall in
no event sell, license, give or otherwise make
the information provided hereunder available, to any third party, and shall
not directly or indirectly compete with Bank or diminish the market for
Proxy Services by provision of such information, in whole or in part, for
compensation or otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be furnished to
Bank in accordance with ss.10 of the Agreement. Proxy Services fees shall
be as set forth in ss.13 of the Agreement or as separately agreed.
2
SPECIAL TERMS AND CONDITIONS RIDER
GLOBAL CUSTODY AGREEMENT
WITH JPMORGAN CHASE BANK
DATED AS OF September 7, 2001
DOMESTIC ONLY
SPECIAL TERMS AND CONDITIONS RIDER
DOMESTIC CORPORATE ACTIONS AND PROXIES
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the provisions of
Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody Account,
such proxies (signed in blank, if issued in the name of Bank's nominee or
the nominee of a central depository) and communications with respect to
Financial Assets in the Custody Account as call for voting or relate to
legal proceedings within a reasonable time after sufficient copies are
received by Bank for forwarding to its customers. In addition, Bank shall
follow coupon payments, redemptions, exchanges or similar matters with
respect to Financial Assets in the Custody Account and advise Customer or
the Authorized Person for such Account of rights issued, tender offers or
any other discretionary rights with respect to such Financial Assets, in
each case, of which Bank has received notice from the issuer of the
Financial Assets, or as to which notice is published in publications
routinely utilized by Bank for this purpose.
FEES
The fees referenced in Section 13 hereof cover only domestic and euro-dollar
holdings.
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
DOMESTIC CORPORATE ACTIONS AND PROXIES
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the pertinent
provisions of Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody Account,
such proxies (signed in blank, if issued in the name of Bank's nominee or
the nominee of a central depository) and communications with respect to
Financial Assets in the Custody Account as call for voting or relate to
legal proceedings within a reasonable time after sufficient copies are
received by Bank for forwarding to its customers. In addition, Bank shall
follow coupon payments, redemptions, exchanges or similar matters with
respect to Financial Assets in the Custody Account and advise Customer or
the Authorized Person for such Account of rights issued, tender offers or
any other discretionary rights with respect to such Financial Assets, in
each case, of which Bank has received notice from the issuer of the
Financial Assets, or as to which notice is published in publications
routinely utilized by Bank for this purpose.
Schedule B
FEES
DOMESTIC CUSTODY FEES DOMESTIC TRANSACTION FEES
1 basis point on the first $250MM DTC $8.00 per transaction* /$5.00
..75 basis points on the next $250MM automated PTC/FBE $8.00 per
..50 basis points on the remainder transaction* /$6.00 automated Physical
$15.00 per transaction Income
Collection $10.00 per transaction Wire
Charges (outbound only) $5.00 per wire
FUND ACCOUNTING FEES
BASE FUND ACCOUNTING: $45,000 per single class fund per year
MULTICLASS ACCOUNTING FEE: $6,000 per additional class (after A) per year
PRICE QUOTES FEE: $.50 per quote per day
This fee schedule will be in effect for a period of 2 years. New markets added,
or additional services required that are not included in this schedule will be
negotiated separately and added to this schedule as the need arises.
Agreed to as of the 21th day of
January 2003
X.X. XXXXXX MUTUAL FUND SERIES (2/28/03)
X.X. XXXXXX XXXXXXX SERIES TRUST
X.X. XXXXXX FUNDS
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. XXXXXX SERIES TRUST
X.X. XXXXXX SERIES TRUST II
MUTUAL FUND GROUP
XXXXXXX MUTUAL FUND GROUP
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND INVESTMENT TRUST
By:________________________________
Title: Xxxxx Xxxxxxxx, President
JPMORGAN CHASE BANK
By:________________________________
Title:
JPMorgan Chase Bank
Global Investor Services
ADDENDUM TO FEE SCHEDULE
Effective as of January 21, 2003
FUND ACCOUNTING FEE
In addition to the standard fund accounting charge of $45,000, and the standard
multiclass charge of $6,000 per class (after the initial class), there will be a
charge of $40,000 ($20,000 for the second and third sectors of the funds).
Signed, for and on behalf of
X.X. XXXXXX MUTUAL FUND SERIES (2/28/03)
X.X. XXXXXX XXXXXXX SERIES TRUST
X.X. XXXXXX FUNDS
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. XXXXXX SERIES TRUST
X.X. XXXXXX SERIES TRUST II
MUTUAL FUND GROUP
XXXXXXX MUTUAL FUND GROUP
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
JPMorgan Chase Bank MUTUAL FUND INVESTMENT TRUST
By:_______________________ By:________________________________
Title: Title: Xxxxx Xxxxxxxx, President
Date: ___________________ Date: ___________________
Schedule C
Effective January 21, 2003
X.X. XXXXXX MUTUAL FUND SERIES (EFFECTIVE 2/28/03)
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Value Fund
JPMorgan Intrepid All Cap Fund
JPMorgan Intrepid Investor Fund
X.X. XXXXXX XXXXXXX SERIES TRUST
JPMorgan Multi-Manager Small Cap Growth Fund
JPMorgan Multi-Manager Small Cap Value Fund
X.X. XXXXXX FUNDS
JPMorgan Emerging Markets Debt Fund
JPMorgan U.S. Small Company Opportunities Fund
X.X. XXXXXX INSTITUTIONAL FUNDS
JPMorgan Short Term Bond Fund
JPMorgan Bond Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Small Company Fund
JPMorgan International Equity Fund
JPMorgan Emerging Markets Equity Fund
JPMorgan Diversified Fund
JPMorgan Disciplined Equity Fund
JPMorgan International Opportunities Fund
JPMorgan Global Strategic Income Fund
X.X. XXXXXX SERIES TRUST
JPMorgan Enhanced Income Fund
JPMorgan Global 50 Fund
JPMorgan Global Healthcare Fund
JPMorgan Global Technology & Telecommunication Fund
JPMorgan Tax Aware U.S. Equity Fund
JPMorgan Tax Aware Disciplined Equity Fund
JPMorgan Large Cap Growth Fund
JPMorgan California Bond Fund
JPMorgan Market Neutral Fund
JPMorgan Smart Index Fund
JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Small Company Opportunities Fund
JPMorgan Disciplined Equity Value Fund
JPMorgan Global High Yield Bond Fund
X.X. XXXXXX SERIES TRUST II
JPMorgan Bond Portfolio
JPMorgan U.S. Disciplined Equity Portfolio
JPMorgan Small Company Portfolio
JPMorgan International Opportunities Portfolio
JPMorgan Mid Cap Value Portfolio
MUTUAL FUND GROUP
Capital Growth Fund
European Fund
Focus Fund
Growth & Income Fund
International Growth Fund
Japan Fund
Short Term Bond Fund II
Dynamic Small Cap Fund
Strategic Income Fund
U.S. Treasury Income Fund
Small Cap Equity Fund
H&Q Technology Fund
Tax Aware Int'l Opportunities
Pacific Region Fund
Select Growth & Income Fund
XXXXXXX MUTUAL FUND GROUP
Mid Cap Value Fund
Small Cap Growth Fund
MUTUAL FUND SELECT GROUP
Select Balanced Fund
Bond Fund II
Intermediate Bond Fund
Select Equity Income Fund
Select Large Cap Equity Fund
Select Large Cap Growth Fund
Select Mid-Cap Equity Fund
Select Small Cap Value Fund
Select International Equity Fund
MUTUAL FUND SELECT TRUST
Intermediate Tax Free Income Fund
New York Intermediate Tax Free Income Fund
New Jersey Tax Free Income Fund
Tax Free Income Fund
MUTUAL FUND VARIABLE ANNUITY TRUST
Asset Allocation Variable Annuity Portfolio
Capital Growth Variable Annuity Portfolio
Growth & Income Variable Annuity Portfolio
International Equity Variable Annuity Portfolio
Money Market Variable Annuity Portfolio
U.S. Government Income Variable Annuity Portfolio
MUTUAL FUND INVESTMENT TRUST
Balanced Fund
Core Equity Fund
Equity Growth Fund
Equity Growth Fund II
Equity Income Fund
H&Q IPO and Emerging Company Fund
