Exhibit 23(g)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of May 15, 2001 by
and between Federated Investment Companies listed on Exhibit 1 thereto (the
"Funds"), Federated Services Company (the "Company") and State Street Bank
and Trust Company (the "Custodian"). Capitalized terms used in this
Amendment without definition shall have the respective meanings given to such
terms in the Custodian Contract referred to below.
WHEREAS, the Funds, the Company and the Custodian entered into a
Custodian Contract dated as of December 1, 1993 (the "Contract");
WHEREAS, the Funds are authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets, and the Funds have made such separate series
subject to the Contract (each such series, together with all other series
subsequently established by the Fund and made subject to the Contract in
accordance with the terms thereof, shall be referred to as a "Portfolio",
and, collectively, the "Portfolios");
WHEREAS, the Funds, the Company and the Custodian desire to amend
certain provisions of the Contract to reflect, revisions to Rule 17f-5 ("Rule
17f-5") and the adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Funds and the Custodian desire to amend and restate
certain other provisions of the Contract relating to the custody of assets of
each of the Portfolios held outside of the United States.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Contract, pursuant to the terms thereof, as follows:
I. Articles 3 through 15 of the Contract are hereby renumbered, as of the
effective date of this Amendment, as Articles 5 through 17,
respectively.
II. New Articles 3, 4 and 13A of the Contract are hereby added, as of the
effective date of this Amendment, as set forth below.
3. Provisions Relating to Rules 17f-5 and 17f-7
3.1. Definitions. Capitalized terms in this Amendment shall have the
following meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held
in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of
Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank
(as defined in Rule 17f-5), a bank holding company meeting the requirements
of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other
appropriate action of the U.S. Securities and Exchange Commission (the
"SEC")), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the
0000 Xxx) meeting the requirements of a custodian under Section 17(f) of the
1940 Act; the term does not include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section (b)(1)
of Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and
such cash and cash equivalents as are reasonably necessary to effect the
Portfolios' transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
17f-5.
3.2. The Custodian as Foreign Custody Manager.
3.2.1 Delegation to the Custodian as Foreign Custody Manager.
Each Fund, by resolution adopted by its respective Board of Directors (the
"Board"), hereby delegates to the Custodian, subject to section (b) of Rule
17f-5, the responsibilities set forth in this Section 3.2 with respect to
Foreign Assets of the Portfolios held outside the United States, and the
Custodian hereby accepts such delegation as Foreign Custody Manager with
respect to the Portfolios.
3.2.2 Countries Covered. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Contract, which list of countries may be amended
from time to time by the applicable Fund with the agreement of the Foreign
Custody Manager. The Foreign Custody Manager shall list on Schedule A the
Eligible Foreign Custodians selected by the Foreign Custody Manager to
maintain the assets of the Portfolios, which list of Eligible Foreign
Custodians may be amended from time to time in the sole discretion of the
Foreign Custody Manager. The Foreign Custody Manager will provide amended
versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to
open an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by each Fund, on behalf of the applicable
Portfolios, of the applicable account opening requirements for such country,
the Foreign Custody Manager shall be deemed to have been delegated by the
Board on behalf of the Portfolios responsibility as Foreign Custody Manager
with respect to that country and to have accepted such delegation. Execution
of this Amendment by the Funds shall be deemed to be a Proper Instruction to
open an account, or to place or maintain Foreign Assets, in each country
listed on Schedule A in which the Custodian has previously placed or
currently maintains Foreign Assets pursuant to the terms of the Contract.
Following the receipt of Proper Instructions directing the Foreign Custody
Manager to close the account of a Portfolio with the Eligible Foreign
Custodian selected by the Foreign Custody Manager in a designated country,
the delegation by the Board on behalf of the Portfolios to the Custodian as
Foreign Custody Manager for that country shall be deemed to have been
withdrawn and the Custodian shall immediately cease to be the Foreign Custody
Manager of the Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to
the Funds. Thirty days (or such longer period to which the parties agree in
writing) after receipt of any such notice by the applicable Fund, the
Custodian shall have no further responsibility in its capacity as Foreign
Custody Manager to the applicable Fund with respect to the country as to
which the Custodian's acceptance of delegation is withdrawn.
3.2.3 Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to
the provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A,
as amended from time to time. In performing its delegated responsibilities
as Foreign Custody Manager to place or maintain Foreign Assets with an
Eligible Foreign Custodian, the Foreign Custody Manager shall determine that
the Foreign Assets will be subject to reasonable care, based on the standards
applicable to custodians in the country in which the Foreign Assets will be
held by that Eligible Foreign Custodian, after considering all factors
relevant to the safekeeping of such assets, including, without limitation the
factors specified in Rule 17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The
Foreign Custody Manager shall determine that the contract governing the
foreign custody arrangements with each Eligible Foreign Custodian selected by
the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) Monitoring. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign Custodian selected
by the Foreign Custody Manager, the Foreign Custody Manager shall establish a
system to monitor (i) the appropriateness of maintaining the Foreign Assets
with such Eligible Foreign Custodian and (ii) the contract governing the
custody arrangements established by the Foreign Custody Manager with the
Eligible Foreign Custodian. In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign Custodian
it has selected are no longer appropriate, the Foreign Custody Manager shall
notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4 Guidelines for the Exercise of Delegated Authority. For
purposes of this Section 3.2, the Board shall be deemed to have considered
and determined to accept such Country Risk as is incurred by placing and
maintaining the Foreign Assets in each country for which the Custodian is
serving as Foreign Custody Manager of the Portfolios.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another Eligible
Foreign Custodian by providing to the Board an amended Schedule A at the end
of the calendar quarter in which an amendment to such Schedule has occurred.
The Foreign Custody Manager shall make written reports notifying the Board of
any other material change in the foreign custody arrangements of the
Portfolios described in this Section 3.2 after the occurrence of the material
change.
3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In
performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.
3.2.7 Representations with Respect to Rule 17f-5. The Foreign
Custody Manager represents to the Funds that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. The Funds represent to the Custodian that the
Board has determined that it is reasonable for the Board to rely on the
Custodian to perform the responsibilities delegated pursuant to this Contract
to the Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 Effective Date and Termination of the Custodian as Foreign
Custody Manager. The Board's delegation to the Custodian as Foreign Custody
Manager of the Portfolios shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party. Termination
will become effective thirty (30) days after receipt by the non-terminating
party of such notice. The provisions of Section 3.2.2 hereof shall govern
the delegation to and termination of the Custodian as Foreign Custody Manager
of the Portfolios with respect to designated countries.
3.3 Eligible Securities Depositories.
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide
each Fund (or its duly-authorized investment manager or investment adviser)
with an analysis of the custody risks associated with maintaining assets with
the Eligible Securities Depositories set forth on Schedule B hereto in
accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such
risks on a continuing basis, and promptly notify each Fund (or its
duly-authorized investment manager or investment adviser) of any material
change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 Standard of Care. The Custodian agrees to exercise
reasonable care, prudence and diligence in performing the duties set forth in
Section 3.3.1.
3.4 Limitation of Liability. Each Fund represents and warrants and the
Custodian acknowledges that: (a) the Fund is a "series company" as defined
in Rule 18f-2(a) promulgated under the 1940 Act and each Portfolio is a
portfolio of assets specifically allocated to a series of shares of the
applicable Fund as contemplated by such Rule; (b) all persons extending
credit to, contracting with or having any claim against any Portfolio
(including any claims arising hereunder) shall look only to the assets
specifically allocated to such portfolio for payment under such credit,
contract or claim and not to any assets specifically allocated to another
series of shares of the applicable Fund or to any other assets of the
applicable Fund; and (c) neither the shareholders nor directors of the
applicable Fund nor any of such Fund's officers, employees or agents, whether
past present or future shall be liable for such credit, contract or claim.
4. Duties of the Custodian with Respect to Property of the
Portfolios Held Outside the United States.
4.1 Definitions. Capitalized terms in this Article 4 shall have the
following meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4.2. Holding Securities. The Custodian shall identify on its books as
belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with any
Foreign Sub-Custodian in an account that is identified as belonging to the
Custodian for the benefit of its customers, provided however, that (i) the
records of the Custodian with respect to foreign securities of the Portfolios
which are maintained in such account shall identify those securities as
belonging to the Portfolios and (ii), to the extent permitted and customary
in the market in which the account is maintained, the Custodian shall require
that securities so held by the Foreign Sub-Custodian be held separately from
any assets of such Foreign Sub-Custodian or of other customers of such
Foreign Sub-Custodian.
4.3. Foreign Securities Systems. Foreign securities shall be maintained in
a Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in
such country.
4.4. Transactions in Foreign Custody Account.
4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the Portfolios
held by the Custodian or such Foreign Sub-Custodian, or in a Foreign
Securities System account, only upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the parties, and
only in the following cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against expectation
of receiving later payment; or (B) in the case of a sale effected
through a Foreign Securities System, in accordance with the rules
governing the operation of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign securities
are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name
of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such Foreign
Sub-Custodian) or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
provided that in any such case the Foreign Sub-Custodian shall
have no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Foreign Sub-Custodian's
own negligence or willful misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of
interim receipts or temporary securities for definitive
securities;
(ix) for delivery as security in connection with any borrowing by the
Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered
and naming the person or persons to whom delivery of such
securities shall be made.
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies
of a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio, unless
otherwise directed by Proper Instructions, by (A) delivering
money to the seller thereof or to a dealer therefor (or an agent
for such seller or dealer) against expectation of receiving later
delivery of such foreign securities; or (B) in the case of a
purchase effected through a Foreign Securities System, in
accordance with the rules governing the operation of such Foreign
Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees under
this Contract, legal fees, accounting fees, and other operating
expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed with
or through the Custodian or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in respect
of securities sold short;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and naming the
person or persons to whom such payment is to be made.
4.4.3. Market Conditions. Notwithstanding any provision of this
Contract to the contrary, settlement and payment for Foreign Assets received
for the account of the Portfolios and delivery of Foreign Assets maintained
for the account of the Portfolios may be effected in accordance with the
customary established securities trading or processing practices and
procedures in the country or market in which the transaction occurs,
including, without limitation, delivering Foreign Assets to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
with the expectation of receiving later payment for such Foreign Assets from
such purchaser or dealer.
The Custodian shall provide to the Board the information with respect to
custody and settlement practices in countries in which the Custodian employs
a Foreign Sub-Custodian, including without limitation information relating to
Foreign Securities Systems, described on Schedule C hereto at the time or
times set forth on such Schedule. The Custodian may revise Schedule C from
time to time, provided that no such revision shall result in the Board being
provided with substantively less information than had been previously
provided hereunder.
4.5 Registration of Foreign Securities. The foreign securities maintained
in the custody of a Foreign Sub-Custodian (other than bearer securities)
shall be registered in the name of the applicable Portfolio or in the name of
the Custodian or in the name of any Foreign Sub-Custodian or in the name of
any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees
to hold any such nominee harmless from any liability as a holder of record of
such foreign securities. The Custodian or a Foreign Sub-Custodian shall not
be obligated to accept securities on behalf of a Portfolio under the terms of
this Contract unless the form of such securities and the manner in which they
are delivered are in accordance with reasonable market practice.
4.6 Bank Accounts. The Custodian shall identify on its books as belonging
to each Fund cash (including cash denominated in foreign currencies)
deposited with the Custodian. Where the Custodian is unable to maintain, or
market practice does not facilitate the maintenance of, cash on the books of
the Custodian, a bank account or bank accounts shall be opened and maintained
outside the United States on behalf of a Portfolio with a Foreign
Sub-Custodian. All accounts referred to in this Article shall be subject
only to draft or order by the Custodian (or, if applicable, such Foreign
Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash
received by or from or for the account of the Portfolio. Cash maintained on
the books of the Custodian (including its branches, subsidiaries and
affiliates), regardless of currency denomination, is maintained in bank
accounts established under, and subject to the laws of, The Commonwealth of
Massachusetts.
4.7. Collection of Income. The Custodian shall use reasonable commercial
efforts to collect all income and other payments with respect to the Foreign
Assets held hereunder to which the Portfolios shall be entitled and shall
credit such income, as collected, to the applicable Portfolio. In the event
that extraordinary measures are required to collect such income, the Fund and
the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.
4.8. Shareholder Rights. With respect to the foreign securities held
pursuant to this Article 4, the Custodian will use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may
exist in the country where such securities are issued. Each Fund
acknowledges that local conditions, including lack of regulation, onerous
procedural obligations, lack of notice and other factors may have the effect
of severely limiting the ability of the Fund to exercise shareholder rights.
4.9. Communications Relating to Foreign Securities. The Custodian shall
transmit promptly to the Funds written information with respect to materials
received by the Custodian via the Foreign Sub-Custodians from issuers of the
foreign securities being held for the account of the Portfolios (including,
without limitation, pendency of calls and maturities of foreign securities
and expirations of rights in connection therewith). With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Funds
written information with respect to materials so received by the Custodian
from issuers of the foreign securities whose tender or exchange is sought or
from the party (or its agents) making the tender or exchange offer. The
Custodian shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign securities or
other property of the Portfolios at any time held by it unless (i) the
Custodian or the respective Foreign Sub-Custodian is in actual possession of
such foreign securities or property and (ii) the Custodian receives Proper
Instructions with regard to the exercise of any such right or power, and both
(i) and (ii) occur at least three business days prior to the date on which
the Custodian is to take action to exercise such right or power.
4.10. Liability of Foreign Sub-Custodians.
Each agreement pursuant to which the Custodian employs a Foreign
Sub-Custodian shall, to the extent possible, require the Foreign
Sub-Custodian to exercise reasonable care in the performance of its duties,
and to indemnify, and hold harmless, the Custodian from and against any loss,
damage, cost, expense, liability or claim arising out of or in connection
with the Foreign Sub-Custodian's performance of such obligations. At the
election of the Funds, the Portfolios shall be entitled to be subrogated to
the rights of the Custodian with respect to any claims against a Foreign
Sub-Custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Portfolios have not been
made whole for any such loss, damage, cost, expense, liability or claim.
4.11. Tax Law.
The Custodian shall have no responsibility or liability for any obligations
now or hereafter imposed on the Funds, the Portfolios or the Custodian as
custodian of the Portfolios by the tax law of the United States or of any
state or political subdivision thereof. It shall be the responsibility of
the Funds to notify the Custodian of the obligations imposed on the Funds
with respect to the Portfolios or the Custodian as custodian of the
Portfolios by the tax law of countries other than those mentioned in the
above sentence, including responsibility for withholding and other taxes,
assessments or other governmental charges, certifications and governmental
reporting. The sole responsibility of the Custodian with regard to such tax
law shall be to use commercially reasonable efforts to assist the Funds with
respect to any claim for exemption or refund under the tax law of countries
for which each Fund has provided such information.
4.12. Liability of Custodian.
Except as may arise from the Custodian's own negligence or willful misconduct
or the negligence or willful misconduct of a Sub-Custodian, the Custodian
shall be without liability to the Funds for any loss, liability, claim or
expense resulting from or caused by anything which is part of Country Risk.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities System, the
Custodian shall not be liable for any loss, damage, cost, expense, liability
or claim resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism, or any other loss where the
Sub-Custodian has otherwise acted with reasonable care.
13A. Deposit of Fund Assets with the Underlying Transfer Agent.
Uncertificated shares (the "Underlying Shares") of registered "investment
companies" as defined in Section 3(a)(1) of the 1940 Act, whether in the same
"group of investment companies" (as defined in Section 12(d)(1)(G)(ii) of the
0000 Xxx) or otherwise, including, pursuant to Section 12(d)(1)(F) of the
1940 Act (hereinafter sometimes referred to collectively as the "Underlying
Portfolios"), may be deposited and/or maintained in an account or accounts
maintained with an entity which may from time to time act as a transfer agent
for an Underlying Portfolio (the "Underlying Transfer Agent"). The
Underlying Transfer Agent shall be deemed to be acting as if it is a
"securities depository" for purposes of Rule 17f-4 under the 1940 Act. Each
Fund hereby directs the Custodian to deposit and/or maintain such securities
with the Underlying Transfer Agent, subject to the following provisions:
1) The Custodian shall keep Underlying Shares owned by a Portfolio with
the Underlying Transfer Agent provided that such securities are
maintained in an account or accounts on the books and records of the
Underlying Transfer Agent in the name of the Custodian as custodian
for the Portfolio;
2) The records of the Custodian with respect to Underlying Shares which
are maintained with the Underlying Transfer Agent shall identify by
book-entry those Underlying Shares belonging to each Portfolio;
3) The Custodian shall pay for Underlying Shares purchased for the account
of a Portfolio upon (i) receipt of advice from the Portfolio's
investment adviser that such Underlying Shares have been purchased
and will be transferred to the account of the Custodian, on behalf
of the Portfolio, on the books and records of the Underlying
Transfer Agent, and (ii) the making of an entry on the records of
the Custodian to reflect such payment and transfer for the account
of the Portfolio. The Custodian shall receive confirmation from the
Underlying Transfer Agent of the purchase of such securities and the
transfer of such securities to the Custodian's account with the
Underlying Transfer Agent only after such payment is made. The
Custodian shall transfer Underlying Shares redeemed for the account
of a Portfolio (i) upon receipt of an advice from the Portfolio's
investment adviser that such securities have been redeemed and that
payment for such securities will be transferred to the Custodian and
(ii) the making of an entry on the records to reflect such transfer
and payment for the account of the Portfolio. The Custodian will
receive confirmation from the Underlying Transfer Agent of the
redemption of such securities and payment therefor only after such
securities are redeemed. Copies of all advices from the Portfolio's
investment adviser of purchases and sales of Underlying Shares for
the account of the Portfolio shall identify the Portfolio, be
maintained for the Portfolio by the Custodian, and be provided to
the investment adviser at its request; and
4) The Custodian shall not be liable to any Fund or any Portfolio for any
loss or damage to any Fund or any Portfolio resulting from
maintenance of Underlying Shares with Underlying Transfer Agent
except for losses resulting directly from the negligence,
misfeasance or willful misconduct of the Custodian or any of its
agents or of any of its or their employees.
III. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If the Custodian is delegated the responsibilities of
Foreign Custody Manager pursuant to the terms of Article 3 hereof, in
the event of any conflict between the provisions of Articles 3 and 4
hereof, the provisions of Article 3 shall prevail.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of
the date first above written.
WITNESSED BY: STATE STREET BANK
and TRUST COMPANY
/s/ Xxxxxxx X. XxXxxxxx By:/s/ Xxxxxx X. Xxxxx
Xxxxxxx X. XxXxxxxx Name: Xxxxxx X. Xxxxx
V.P. & Assoc. Counsel Title: Vice Chairman
and Chief Operating Officer
WITNESSED BY: FEDERATED INVESTMENT
COMPANIES
/s/ C. Xxxx Xxxxxx By:/s/ Xxxx X. XxXxxxxxx
Name: C. Xxxx Xxxxxx Name: Xxxx X. XxXxxxxxx
Title: Corporate Counsel Title: Secretary
WITNESSED BY: FEDERATED SERVICES COMPANY
/s/ C. Xxxx Xxxxxx By:/s/ Xxxxxx X. Xxxxxx
Name: C. Xxxx Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President Title: President
and Chief Executive Officer
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen
Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Canada State Street Trust Company Canada
Chile Citibank, N.A.
People's Republic The Hongkong and Shanghai
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni
Banka, A.S.
Denmark Den Danske Bank
Ecuador Citibank, N.A.
Egypt Egyptian British Bank S.A.E.
(as delegate of The Hongkong
and Shanghai Banking Corporation
Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Hong Kong Standard Chartered Bank
Hungary Citibank Rt.
Iceland Icebank Ltd.
India Deutsche Bank AG
The Hongkong and Shanghai
Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques
en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant
Bank Ltd.
Japan The Fuji Bank, Limited
The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
Kenya Barclays Bank of Kenya Limited
Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mauritius The Hongkong and Shanghai
Banking Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited
Netherlands Fortis Bank (Nederland) N.V.
New Zealand ANZ Banking Group (New Zealand) Limited
Nigeria Stanbic Merchant Bank Nigeria Limited
Norway Christiania Bank og Kreditkasse ASA
Oman HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portugues
Qatar HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow
(as delegate of Credit Suisse
First Boston - Zurich)
Singapore The Development Bank of Singapore Limited
Slovak Republic Eeskoslovenska Obchodni Banka, A.S.
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka The Hongkong and Shanghai
Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Kingdom State Street Bank and Trust Company,
London Branch
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
-27-
PGHLIB-1170175.01-LNORRIS
July 29, 2003 1:33 PM
Argentina Caja de Valores S.A.
AustraliaAustraclear Limited
A. Reserve Bank Information
andTransfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots et
de Virements de Titres, S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de
Liquidacao e Custodia
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing &
of China Registration Corporation
Shenzhen Securities Central Clearing
Co., Ltd.
Colombia Deposito Centralizado de Valores
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen
(Danish Securities Center)
Egypt Misr for Clearing, Settlement,
and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities Depository
France Societe Interprofessionnelle pour la
Compensation des Valeurs Mobilieres
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Apothetirion Titlon AE - Central
Securities Depository
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Unit
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER)
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Ireland Central Bank of Ireland
Securities Settlement Office
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center
(JASDEC)
Bank of Japan Net System
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon
and the Middle East (Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and
Safekeeping System
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL
(Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities
Depository Limited
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central
Securities Depository)
Oman Muscat Depository & Securities
Registration Company, SAOC
Pakistan Central Depository Company of
Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement,
a department of the
Palestine Stock Exchange
B. Peru Caja de Valores y Liquidaciones,
Institucion
De Compensacion y Liquidacion de
Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities
(XXXX) of the Bureau of Treasury
Poland National Depository of Securities
(Krajowy Depozyt Papierow
Wartos<180>ciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania National Securities Clearing, Settlement and
Depository Company
Bucharest Stock Exchange Registry Division
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited
Share Transactions Totally Electronic
(STRATE) Ltd.
Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espana, Central de
Anotaciones en Cuenta
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central
Depository Co., Ltd.
Thailand Thailand Securities Depository
Company Limited
Tunisia Societe Tunisienne Interprofessionelle
pour la Compensation et de Depots des
Valeurs Mobilieres
Turkey Takas ve Saklama Bankasi A.S.
(TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
United Kingdom Central Gilts Office and
Central Moneymarkets Office
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
II. TRANSNATIONAL
Euroclear
A. Clearstream Banking AG
The Guide to Custody in World Markets An overview of safekeeping and
settlement
(annually) practices and procedures in each market in which State Street
Bank and Trust Company offers custodial
services.
Global Custody Network Review Information relating to the operating
history
(annually) and structure of depositories and subcustodians located in the
markets in which State Street Bank and
Trust Company offers custodial services,
including transnational depositories.
Global Legal Survey With respect to each market in which State
(annually) Street Bank and Trust Company offers custodial services, opinions
relating to whether local law restricts
(i) access of a fund's independent public
accountants to books and records of a
Foreign Sub-Custodian or Foreign
Securities System, (ii) the Fund's
ability to recover in the event of
bankruptcy or insolvency of a Foreign
Sub-Custodian or Foreign Securities
System, (iii) the Fund's ability to
recover in the event of a loss by a
Foreign Sub-Custodian or Foreign
Securities System, and (iv) the ability
of a foreign investor to convert cash and
cash equivalents to U.S. dollars.
Subcustodian Agreements Copies of the subcustodian contracts State
(annually) Street Bank and Trust Company has entered into with each
subcustodian in the markets in which
State Street Bank and Trust Company
offers subcustody services to its US
mutual fund clients.
Network Bulletins (weekly): Developments of interest to investors in
the markets in which State Street Bank
and Trust Company offers custodial
services.
Foreign Custody Advisories With respect to markets in which State
(as necessary): Street Bank and Trust Company offers
custodial services which exhibit special
custody risks, developments which may
impact State Street's ability to deliver
expected levels of service.
State Street letterhead
February 27, 2002
Federated Services Company
Federated Investors Tower`
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxx,
President
Re: Remote Access Services
Dear Customer:
State Street Bank and Trust Company, including its subsidiaries and
affiliates ("State Street"), has developed and utilizes proprietary
accounting and other systems in conjunction with the services which we
provide to you under the Custodian Contract, dated December 1, 1993 and as
amended and in effect from time to time. In this regard, we maintain certain
information in databases under our control and ownership which we make
available to our customers (the "Remote Access Services").
III. The Services
State Street agrees to provide you, the Customer, and your
designated investment advisors, consultants or other third parties authorized
by State Street who agree to abide by the terms of this Agreement
("Authorized Designees") with access to In~SightSM as described in Exhibit A
or such other systems as may be offered from time to time (the "System") on a
remote basis.
IV. Security Procedures
You agree to comply, and to cause your Authorized Designees to
comply, with remote access operating standards and procedures and with user
identification or other password control requirements and other security
procedures as may be issued from time to time by State Street for use of the
System and access to the Remote Access Services. You agree to advise State
Street immediately in the event that you learn or have reason to believe that
any person to whom you have given access to the System or the Remote Access
Services has violated or intends to violate the terms of this Agreement and
you will cooperate with State Street in seeking injunctive or other equitable
relief. You agree to discontinue use of the System or Remote Access
Services, if requested, for any security reasons cited by State Street.
V. Fees
Fees and charges for the use of the System and the Remote Access
Services and related payment terms shall be as set forth in the Custody Fee
Schedule in effect from time to time between the parties (the "Fee
Schedule"). You shall be responsible for any tariffs, duties or taxes
imposed or levied by any government or governmental agency by reason of the
transactions contemplated by this Agreement, including, without limitation,
federal, state and local taxes, use, value added and personal property taxes
(other than income, franchise or similar taxes which may be imposed or
assessed against State Street). Any claimed exemption from such tariffs,
duties or taxes shall be supported by proper documentary evidence delivered
to State Street.
VI. Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the
databases, computer programs, screen formats, report formats, interactive
design techniques, formulae, processes, systems, software, know-how,
algorithms, programs, training aids, printed materials, methods, books,
records, files, documentation and other information made available to you by
State Street as part of the Remote Access Services and through the use of the
System and all copyrights, patents, trade secrets and other proprietary
rights of State Street related thereto are the exclusive, valuable and
confidential property of State Street and its relevant licensors (the
"Proprietary Information"). You agree on behalf of yourself and your
Authorized Designees to keep the Proprietary Information confidential and to
limit access to your employees and Authorized Designees (under a similar duty
of confidentiality) who require access to the System for the purposes
intended. The foregoing shall not apply to Proprietary Information in the
public domain or required by laws to be made public.
You agree to use the Remote Access Services only in connection
with the proper purposes of this Agreement. You will not, and will cause
your employees and Authorized Designees not to, (i) permit any third party to
use the System or the Remote Access Services, (ii) sell, rent, license or
otherwise use the System or the Remote Access Services in the operation of a
service bureau or for any purpose other than as expressly authorized under
this Agreement, (iii) use the System or the Remote Access Services for any
fund, trust or other investment vehicle without the prior written consent of
State Street, or (iv) allow or cause any information transmitted from State
Street's databases, including data from third party sources, available
through use of the System or the Remote Access Services, to be published,
redistributed or retransmitted for other than use for or on behalf of
yourself, as our Customer.
You agree that neither you nor your Authorized Designee will
modify the System in any way, enhance or otherwise create derivative works
based upon the System, nor will you or your Authorized Designees reverse
engineer, decompile or otherwise attempt to secure the source code for all or
any part of the System.
You acknowledge that the disclosure of any Proprietary
Information, or of any information which at law or equity ought to remain
confidential, will immediately give rise to continuing irreparable injury to
State Street inadequately compensable in damages at law and that State Street
shall be entitled to obtain immediate injunctive relief against the breach or
threatened breach of any of the foregoing undertakings, in addition to any
other legal remedies which may be available.
VII. Limited Warranties
State Street represents and warrants that it is the owner of and
has the right to grant access to the System and to provide the Remote Access
Services contemplated herein. Because of the nature of computer information
technology, including but not limited to the use of the Internet, and the
necessity of relying on third party sources and data and pricing information
obtained from third parties, the System and Remote Access Services are
provided "AS IS", and you and your Authorized Designees shall be solely
responsible for the investment decisions, results obtained, regulatory
reports and statements produced using the Remote Access Services. State
Street and its relevant licensors will not be liable to you or your
Authorized Designees for any direct or indirect, special, incidental,
punitive or consequential damages arising out of or in any way connected with
the System or the Remote Access Services, nor shall either party be
responsible for delays or nonperformance under this Agreement arising out of
any cause or event beyond such party's control.
State Street will take reasonable steps to ensure that its
products (and those of its third-party suppliers) reflect the available state
of the art technology to offer products that are Year 2000 compliant,
including, but not limited to, century recognition of dates, calculations
that correctly compute same century and multi century formulas and date
values, and interface values that reflect the date issues arising between now
and the next one-hundred years, and if any changes are required, State Street
will make the changes to its products at no cost to you and in a commercially
reasonable time frame and will require third-party supplies to do likewise.
You will do likewise for your systems.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STATE STREET FOR
ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES
CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
VIII. Infringement
State Street will defend or, at our option, settle any claim or
action brought against you to the extent that it is based upon an assertion
that access to the System or use of the Remote Access Services by you under
this Agreement constitutes direct infringement of any patent or copyright or
misappropriation of a trade secret, provided that you will notify State
Street promptly in writing of any such claim or proceeding and cooperate with
State Street in the defense of such claim or proceeding. Should the System
or the Remote Access Services or any part thereof become, or in State
Street's opinion be likely to become, the subject of a claim of infringement
or the like under any applicable patent, copyright or trade secret laws,
State Street shall have the right, at State Street's sole option, to (i)
procure for you the right to continue using the System or the Remote Access
Services, (ii) replace or modify the System or the Remote Access Services so
that the System or the Remote Access Services becomes noninfringing, or (iii)
terminate this Agreement without further obligation.
Termination.
Either party may terminate this Agreement (i) for any reason by
giving the other party at least one-hundred and eighty (180) days' prior
written notice in the case of notice of termination by State Street to you or
thirty (30) days' notice in the case of notice from you to State Street of
termination, or (ii) immediately for failure of the other party to comply
with any material term or condition of the Agreement by giving the other
party written notice of termination. This Agreement shall in any event
terminate within ninety (90) days after the termination of any custodian
agreement applicable to you. In the event of termination, you will return to
State Street all copies of documentation and other confidential information
in your possession or in the possession of your Authorized Designees. The
foregoing provisions with respect to confidentiality and infringement will
survive termination for a period of three (3) years.
Miscellaneous
This Agreement and the exhibits hereto constitute our entire
understanding with respect to access to the System and Remote Access
Services. This Agreement cannot be modified or altered except in a writing
duly executed by both of us and shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
Should you wish to avail yourself of the System and the Remote
Access Services, pleas sign and return one copy of this letter. If you do
not sign and return one copy of this letter we will deem your and your
Authorized Designees' continued use of the System and the Remote Access
Services to be your acceptance of these terms.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
CONFIRMED AND AGREED:
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President & Treasurer
Date: 3/29/02
FEDERATED INVESTMENT COMPANIES,
On Exhibit 1 (as it may be revised from time to time)
of the Custodian Contract.
By: /s/ Xxxx X. XxXxxxxxx
Name: Xxxx X. XxXxxxxxx
Title: Executive Vice President
Date: 5/14/02
EXHIBIT A
IN~SIGHT
System Product Description
In~SightSM provides bilateral information, delivery, interoperability, and
on-line access to State Street. In~SightSM allows users a single point of
entry into State Street's diverse systems and applications. Reports and data
from systems such as Investment Policy MonitorSM, Multicurrency HorizonSM,
Securities Lending, Performance & Analytics and Electronic Trade Delivery can
be accessed through In~SightSM. This Internet-enabled application is
designed to run from a Web browser and perform across low-speed data lines or
corporate high-speed backbones. In~SightSM also offers users a flexible
toolset, including an ad-hoc query function, a custom graphics package, a
report designer, and a scheduling capability. Data and reports offered
through In~SightSM will continue to increase in direct proportion with the
client roll out, as it is viewed as the information delivery system that will
grow with our clients.
