EXHIBIT 99.8
SEVENTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE INTERNATIONAL FUND INC.
AND
STATE STREET BANK AND TRUST COMPANY
This Seventh Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE INTERNATIONAL FUND INC., a
Massachusetts corporation incorporated and existing under the laws of the
Commonwealth of Massachusetts and having a principal place of business at 00
Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called the "Fund"), and
State Street Bank and Trust Company, a Massachusetts trust company, having its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(hereinafter called the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian, Fund
Accounting and Recordkeeping Agreement dated December 31, 1979, as most recently
amended January 1, 1989 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of credit
(the "Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 100% of the Fund's proportionate share of the face
amount of the Letter of Credit;
WHEREAS: the Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian with
respect to the Letter of Credit and to amend the Custodian Contract to provide
for the establishment and maintenance thereof:
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby amend the Custodian
Contract as follows:
1. Capitalized terms used herein without definition shall have
the meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and
maintain a segregated account (the "Letter of Credit Custody
Account") for and on behalf of the Fund as contemplated by
[Section II, Paragraph 3N (iv) of the Custodian Contract] for
the purpose of collateralizing the Fund's obligations under
this Amendment to the Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian
shall hold in the Letter of Credit Custody Account cash,
certificates of deposit, U.S. government securities or other
high-grade debt securities owned by the Fund acceptable to the
Custodian (collectively "Collateral Securities") equal to 100%
of the Fund's proportionate share of the face amount which the
Company may draw under the Letter of Credit. Upon receipt of
such Collateral Securities in the Letter of Credit Custody
Account, the Custodian shall issue the Letter of Credit to the
Company.
4. The Fund hereby grants to the Custodian a security
interest in the Collateral Securities from time to time in the
Letter of Credit Custody Account (the "Collateral") to secure
the performance of the Fund's obligations to the Custodian
with respect to the Letter of Credit, including, without
limitation, under Section 5-144(3) of the Uniform Commercial
Code. The Fund shall register the pledge of Collateral and
execute and deliver to the Custodian such powers and
instruments of assignment as may be requested by the Custodian
to evidence and perfect the limited interest in the Collateral
granted hereby.
5. The Collateral Securities in the Letter of Credit Custody
Account may be substituted or exchanged (including
substitutions or exchanges which increase or decrease the
aggregate value of the Collateral) only pursuant to Proper
Instructions from the Fund after the Fund notifies the
Custodian of the contemplated substitution or exchange and the
Custodian agrees that such substitution or exchange is
acceptable to the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the
Custodian to the Company, the Custodian may withdraw from the
Letter of Credit Custody Account Collateral Securities in an
amount equal in value to the amount actually so paid. The
Custodian shall have with respect to the Collateral so
withdrawn all of the rights of a secured creditor under the
Uniform Commercial Code as adopted in the Commonwealth of
Massachusetts at the time of such withdrawal and all other
rights granted or permitted to it under law.
7. The Custodian will transfer upon receipt all income earned on
the Collateral to the Fund custody account unless the
Custodian receives Proper Instructions from the Fund to the
contrary.
8. Upon the drawing by the Company of all amounts which
may become payable to it under the Letter of Credit and the
withdrawal of all Collateral Securities with respect thereto
by the Custodian pursuant to Section 6 hereof, or upon the
termination of the Letter of Credit by the Fund with the
written consent of the Company, the Custodian shall transfer
any Collateral Securities then remaining in the Letter of
Credit Custody Account to another fund custody account.
9. Collateral held in the Letter of Credit Custody Account shall
be released only in accordance with the provisions of this
Amendment to Custodian Contract. The Collateral shall at all
times until withdrawn pursuant to Section 6 hereof remain the
property of the Fund, subject only to the extent of the
interest granted herein to the Custodian.
10. Notwithstanding any other termination of the Custodian
Contract, the Custodian Contract shall remain in full force
and effect with respect to the Letter of Credit Custody
Account until transfer of all Collateral Securities pursuant
to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation for
its issuance of the Letter of Credit and for its services in
connection with the Letter of Credit Custody Account as agreed
upon from time to time between the Fund and the Custodian.
12. The Custodian Contract as amended hereby shall be
governed by, and construed and interpreted under, the
laws of the Commonwealth of Massachusetts.
13. The parties agree to execute and deliver all such further
documents and instruments and to take such further action as
may be required to carry out the purposes of the Custodian
Contract, as amended hereby.
14. Except as provided in this Amendment, the Custodian Contract
shall remain in full force and effect, without amendment or
modification, and all applicable provisions of the Custodian
Contract, as amended hereby, shall govern the Letter of Credit
Custody Account and the rights and obligations of the Fund and
the Custodian under this Amendment to Custodian Contract. No
provision of this Amendment to Custodian Contract shall be
deemed to constitute a waiver of any rights of the Custodian
under the Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of the 8th day of
February, 1990.
ATTEST: KEYSTONE INTERNATIONAL FUND INC.
By: Xxxx X. [ illegible ] By: Xxxxx XxXxxx
---------------------- ---------------------
ATTEST: STATE STREET BANK AND TRUST COMPANY
By: [ illegible ] By: X. Xxxxxxx
---------------------- ---------------------
Assistant Secretary Vice President
SIXTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE INTERNATIONAL FUND INC.
AND
STATE STREET BANK AND TRUST COMPANY
This Sixth Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE INTERNATIONAL FUND INC. ("Fund")
and STATE STREET BANK AND TRUST COMPANY ("State Street"), dated December 31,
1979 and amended through January 1, 1989 ("Agreement"), is made by and between
the Fund and State Street as of February 8, 1990.
In consideration of the mutual agreements contained herein, State Street and
the Fund hereby agree to amend the Agreement as
follows:
1. Section II is amended by deleting Paragraph 8 and by inserting the
following as Paragraph 7A:
" 0X. Xxx Xxxx xxxxx xxx Xxxxx Xxxxxx for its services as
Custodian such compensation as specified in the existing Schedule A.
Such compensation shall remain fixed until March 31, 1990 unless this
Agreement is terminated as provided in Paragraph 8A."
2. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE INTERNATIONAL FUND
By: Xxxx X. [ illegible ] By: Xxxxx XxXxxx
---------------------- ---------------------
ATTEST: STATE STREET BANK AND TRUST COMPANY
By: [ illegible ] By: X. Xxxxxxx
---------------------- ---------------------
Vice President
FIFTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE INTERNATIONAL FUND INC.
AND
STATE STREET BANK AND TRUST COMPANY
This Fifth Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE INTERNATIONAL FUND INC. ("Fund")
and STATE STREET BANK AND TRUST COMPANY ("State Street"), dated December 31,
1979 and amended through September 1, 1988 ("Agreement") is made by and between
the Fund and State Street as of January 1, 1989.
In consideration of the mutual agreements contained herein, State Street and
the Fund hereby agree to amend the Agreement as
follows:
1. Section 3-D of Section II entitled, Purchases is amended by
concluding the first sentence of such paragraph with the following:
"or, upon receipt by State Street of a facsimile copy of a letter of
understanding with respect to a time deposit account of the Fund signed
by any bank, whether domestic or foreign, and pursuant to Proper
Instructions from the Fund as defined in Section 5-A, for transfer to
the time deposit account of the Fund in such bank; such transfer may be
effected prior to receipt of a confirmation from a broker and/or the
applicable bank."
2. Section II is amended by deleting existing Paragraph 7 and by
inserting the following as Paragraphs 7 and 8:
"7. Lien on Assets. If the Fund requires State Street to
advance cash or securities for any purpose or in the event that State
Street or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the
performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund
shall be security therefor and should the Fund fail to repay State
Street promptly, State Street shall be entitled to utilize available
cash and to dispose of the Fund assets to the extent necessary to
obtain reimbursement.
8. The Fund shall pay State Street for its services as
Custodian such compensation as shall be specified in the attached
Exhibit A. Such compensation shall remain fixed until December 31,
1989, unless this Agreement is terminated as provided in Section 8A."
3. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE INTERNATIONAL FUND INC.
[ illegible ] By: Xxxxxx X. Xxxxxx, III
----------------------- -------------------------
President
ATTEST: STATE STREET BANK AND TRUST COMPANY
[ illegible ] By: X. Xxxxxxx
----------------------- -------------------------
Vice President
FOURTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE INTERNATIONAL FUND INC.
AND
STATE STREET BANK AND TRUST COMPANY
This Fourth Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE INTERNATIONAL FUND, INC.
("Fund") and STATE STREET BANK AND TRUST COMPANY ("State Street"), dated
December 31, 1979 and amended through December 31, 1984 ("Agreement") is made by
and between the Fund and State Street as of September 1, 1988.
In consideration of the mutual agreements contained herein, State Street and
the Fund hereby agree to amend the Agreement as follows:
1. Section II, Paragraph 3(K) is amended by inserting the following
language after Paragraph 3(J) and by renumbering existing Paragraph 3(K) as
Paragraph 3(L):
"K. Compliance with Applicable Rules and Regulations of The
Options Clearing Corporation and National Securities or Commodities Exchanges or
Commissions. Upon receipt of proper instructions, deliver securities in
accordance with the provisions of any agreement among the Fund, the Custodian
and a broker-dealer registered under the Securities Exchange Act of 1934
("Exchange Act") and a member of the National Association of Securities Dealers,
Inc.("NASD"), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund; or, upon receipt of proper
instructions deliver securities in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract market, or
any similar organization or organizations, regarding account deposits in
connection with transactions by the Fund."
2. Existing Section II, Paragraph 3(L) is renumbered as Paragraph 3(M).
3. The following language is inserted after new Paragraph 3(M) as
Paragraph 3(N):
"N. Segregated Account. The Custodian shall upon receipt of
proper instructions, establish and maintain a segregated account or accounts for
and on behalf of the Fund, into which account or accounts may be transferred
cash and/or securities, including securities maintained in an account by the
Custodian pursuant to Paragraph 3(B) hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv), for other
proper corporate purposes, but only, in the case of clause (iv), upon receipt
of, in addition to proper instructions, a certified copy of a resolution of the
Board of Trustees signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper corporate
purposes."
4. Existing Section II, Paragraphs 3(M) and 3(N) are renumbered as
Paragraphs 3(O) and 3(P).
5. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE INTERNATIONAL FUND INC.
Xxxxxxxx X. Van Antwerp By: Xxxxxx X. Xxxxxx, III
----------------------- -------------------------
President
ATTEST: STATE STREET BANK AND TRUST COMPANY
[ illegible ] By: X. Xxxxxxx
----------------------- -------------------------
Vice President
THIRD AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE INTERNATIONAL FUND INC.
AND
STATE STREET BANK AND TRUST COMPANY
This Third Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE INTERNATIONAL FUND INC. (the
"Fund") and STATE STREET BANK AND TRUST COMPANY ("State Street"), dated December
31, 1979, amended January 1, 1982, and December 31, 1982 ("Agreement") is made
by and between the Fund and State Street as of December 31, 1984.
In consideration of the mutual agreements contained herein, State
Street and the Fund hereby agree to amend the Agreement by replacing each of
Section II, Paragraph 6(B), and Section II, Paragraph 7 with the following
provisions:
"6. B. Expense Reimbursement. State Street shall be entitled to receive
from the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth on the
attached Schedule D.
"7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be as specified in the attached Schedule D. Such
compensation shall remain as provided in Schedule D until December 31, 1986,
unless this Agreement is terminated as provided in Section 8A; provided,
however, that in the event either party terminates this Agreement as provided in
Section 0X Xxxxx Xxxxxx hereby guarantees and agrees that no new agreement
entered into between the parties shall require payment during such period of
compensation greater than that specified herein."
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to the Agreement to be executed in its name and on its behalf by a
duly authorized officer as of the day and year first written above.
KEYSTONE INTERNATIONAL FUND INC.
Attest:
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
----------------------------------
/s/ [Illegible] Office: Treasurer
--------------------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ X. Xxxxxxxx
----------------------------------
Attest: Office:
/s/ [Illegible]
--------------------------------------
Schedule D
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE INTERNATIONAL FUND INC.
(Effective 1/1/85)
I. Administration
Custodian, Portfolio and Fund Accounting Service - Maintain custody of Fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report cash
transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and capital
stock accounts. Prepare daily trial balance. Calculate net asset value daily.
Provide selected general ledger reports. Securities yield or market value
quotations will be provided to State Street from a source designated by the
Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as the
Fund management fee.
Annual Fee
----------
Fund Net Assets
---------------
First $35 million 1/15 of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No minimum
II. Portfolio Trades - For each line item processed
a) Depository Trust Company and Federal Reserve
Book Entry System $12.25
b) Physical delivery, options and all other trades $16.00
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $5.00
IV. Out-of Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:
Telephone
Wire charges ($3.85 per wire in and $3.60 out)
Postage and insurance
Courier service
Legal fees
Supplies related to Fund records
Rush transfer - $8.00 each
Duplicating
DTC eligibility books
Transfer fees
Sub-custodian charges
Price Waterhouse audit letter
Check writing ($.50 per check)
V. Additional Accounting and Reporting Functions
$150 per month
This fee schedule will terminate 12/31/86
SECOND AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE INTERNATIONAL FUND INC.
AND
STATE STREET BANK AND TRUST COMPANY
This Second Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE INTERNATIONAL FUND INC. (the
"Fund") and XXXXX XXXXXX XXXX XXX XXXXX XXXXXXX (" Xxxxx Xxxxxx"), dated
December 31, 1979 and amended January 1, 1982 (the "Agreement") is made by and
between the Fund and State Street as of December 31, 1982.
In consideration of the mutual agreements contained herein, State
Street and the Fund hereby agree to amend the Agreement by replacing each of
Section II, Paragraph 6(B), and Section II, Paragraph 7 with the following
provisions:
"6. B. Expense Reimbursement. State Street shall be entitled to receive
from the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth on the
attached Schedule C."
"7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be as specified in the attached Schedule C. Such
compensation shall remain as provided in Schedule C until December 31, 1984,
unless this Agreement is terminated as provided in section 8A; provided,
however, that in the event either party terminates this Agreement as provided in
section 0X Xxxxx Xxxxxx hereby guarantees and agrees that no new Agreement
entered into between the parties shall require payment of compensation greater
than that specified herein during such period."
IN WITNESS WHEREOF, each of the parties hereto has caused this SECOND
Amendment to the Agreement to be executed in its name and on its behalf by a
duly authorized officer as of the day and year first written above.
KEYSTONE INTERNATIONAL FUND INC.
Attest:
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
----------------------------------
/s/ [Illegible] Treasurer
--------------------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ X. Xxxxxxxx
----------------------------------
Attest: Vice President
/s/ [Illegible]
--------------------------------------
Schedule C
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE INTERNATIONAL FUND
(Effective 1/1/83)
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street from a source
designated by the Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as
the fund management fee.
Annual Fee
----------
Fund Net Assets
---------------
First $35 million 1/15 of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No Minimum
II. Portfolio Trades - For each line item processed
All Trades $10.00
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $ 5.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:
Telephone
Wire charges ($3.65 per wire in and $3.50 out)
Postage and insurance
Courier service
Legal fees
Supplies related to fund records
Rush transfer - $8 each
Duplicating
DTC Eligibility Books
Transfer fees
Sub-custodian charges
Price Waterhouse Audit Letter
Check writing ($.50 per check)
This fee schedule will terminate 12/31/83
SCHEDULE C
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE INTERNATIONAL FUND
(Effective 1/1/84)
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street from a source
designated by the Fund .
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as
the fund management fee.
Annual Fee
----------
Fund Net Assets
---------------
First 35 million 1/15 of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No Minimum
II. Portfolio Trades - For each line item processed
All Trades $ 12.25
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $ 5.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:
Telephone
Wire charges ($3.65 per wire in and $3.50 out)
Postage and insurance
Courier service
Legal fees
Supplies related to fund records
Rush transfer - $8 each
Duplicating
DTC Eligibility Books
Transfer fees
Sub-custodian charges
Price Waterhouse Audit Letter
Check writing ($.50 per check)
This fee schedule will terminate 12/31/84
FIRST AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE INTERNATIONAL FUND INC.
AND
STATE STREET BANK AND TRUST COMPANY
This First Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between Keystone International Fund Inc. (the "Fund") and State
Street Bank and Trust Company ("State Street"), dated December 31, 1979 (the
"Agreement") is made by and between the Fund and State Street as of January 1,
1982.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement by replacing all of Section II,
Paragraph 3(B) with the following provisions:
"B. Deposit of Fund Assets in Securities Systems.
Notwithstanding any other provision of this Agreement, State Street may
deposit and/or maintain securities owned by the Fund in Depository Trust
Company, a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, which
acts as a securities depository, or in the book-entry system authorized by
the U.S. Department of the Treasury and certain federal agencies,
collectively referred to herein as "Securities System(s)" in accordance
with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
1. State Street may keep securities of the Fund in a Securities System
provided that such securities are deposited in an account ("Account")
of State Street in the Securities System which shall not include any
assets of State Street other than assets held as a fiduciary, custodian
or otherwise for customers;
2. The records of State Street with respect to securities of the Fund
which are maintained in a Securities System shall identify by bookentry
those securities belonging to the Fund;
3. State Street shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of
an entry on the records of State Street to reflect such payment and
transfer for the account of the Fund. State Street shall transfer
securities sold for the account of the Fund upon (i) receipt of advice
from the Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the
records of State Street to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the Securities System
of transfers of securities for the account of the Fund shall identify
the Fund, be maintained for the Fund by State Street and be provided to
the Fund at its request. State Street shall furnish the Fund
confirmation of each transfer to or from the account of the Fund in the
form of a written advice or notice and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's transactions in the
Securities System for the account of the Fund on the next business day;
0. Xxxxx Xxxxxx shall promptly provide the Fund with any report obtained
by State Street on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities deposited
in the Securities System. State Street shall promptly provide the Fund
any report on State Street's accounting system, internal accounting
control and procedures for safeguarding securities deposited with State
Street which is reasonably requested by the Fund;
5. Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for any claim, loss, liability,
damage or expense to the Fund, including attorney's fees, resulting
from use of a Securities System by reason of any negligence,
misfeasance or misconduct of State Street or any of its agents or of
any of its or their employees or from failure of State Street or any
such agent to enforce effectively such rights as it may have against a
Securities System. At the election of the Fund, it shall be entitled to
be subrogated to the rights of State Street or its agents with respect
to any claim against the Securities System or any other person which
State Street or its agents may have as a consequence of any such claim,
loss, liability, damage or expense if and to the extent that the Fund
has not been made whole for any such loss or damage."
"BB. State Street's Records
The records of State Street (and its agents) with respect to its
services for the Fund shall at all times during the regular business
hours of State Street (or its agents) be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission."
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first written above.
KEYSTONE INTERNATIONAL FUND INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Attest:
/s/ [Illegible]
--------------------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ X. Xxxxxxxx
----------------------------------
Attest:
/s/ [Illegible]
--------------------------------------
CUSTODIAN AND RECORDKEEPING AGREEMENT
by and between
KEYSTONE INTERNATIONAL FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
Agreement made as of this 3lst day of December, 1979 by and between
Keystone International Fund Inc., a Massachusetts business corporation, having
its principal place of business at 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
(the "Fund"), and STATE STREET AND BANK TRUST COMPANY, a Massachusetts banking
corporation, having its principal place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 ("State Street").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Fund and
State Street agree as follows:
I. DEPOSITORY
The Fund hereby appoints State Street as its Depository subject to the
provisions hereof. The Fund shall deliver to State Street certified or
authenticated copies of its Articles of Organization, By-Laws, all amendments
thereto, a certified copy of the resolution of its board of directors appointing
State Street to act in the capacities covered by this Agreement and authorizing
the signing of this Agreement and copies of such resolutions of its board of
directors, contracts and other documents as may be reasonably required by State
Street in the performance of its duties hereunder.
II. CUSTODIAN
1. The Fund appoints State Street as its Custodian, subject to the
provisions hereof. State Street hereby accepts such appointment as Custodian. As
such Custodian, State Street shall retain all securities and cash now owned or
hereafter acquired by the Fund, and the Fund shall deliver and pay or cause to
be delivered and paid to State Street, as Custodian, all securities and cash now
owned or hereafter acquired by the Fund, and the Fund shall deliver and pay or
cause to be delivered and paid to State Street, as Custodian, all securities and
cash now owned or hereafter acquired by the Fund, and the Fund shall deliver and
pay or cause to be delivered and paid to State Street, as Custodian, all
securities and cash now owned or hereafter acquired by the Fund during the
period of this Agreement.
2. All securities delivered to State Street (other than in bearer form)
shall be properly endorsed and in proper form for transfer into or in the name
of the Fund, of a nominee of State Street for the exclusive use of the Fund, or
of such other nominee as may be mutually agreed upon by State Street and the
Fund.
3. As Custodian, State Street shall promptly:
A. Safekeeping. Keep safely in a separate account the securities of the
Fund, including without limitation all securities in bearer form, and on behalf
of the Fund, receive delivery of certificates, including without limitation all
securities in bearer form, for safekeeping and keep such certificates physically
segregated at all times from those of any other person. State Street shall
maintain records of all receipts, deliveries and locations of such securities,
together with a current inventory thereof and shall conduct periodic physical
inspections of certificates representing bonds and other securities held by it
under this Agreement at least annually in such manner as State Street shall
determine from time to time to be advisable in order to verify the accuracy of
such inventory. State Street shall provide the Fund with copies of any reports
of its internal count or other verification of the securities of the Fund held
in its custody, including reports on its own system of internal accounting
control. In addition, if and when independent certified public accountants
retained by State Street shall count or otherwise verify the securities of the
Fund held in State Street's custody, State Street shall provide the Fund with a
copy of the report of such accountants. With respect to securities held by any
agent or Sub-Custodian appointed pursuant to paragraph 6-C of section II hereof,
State Street may rely upon certificates from such agent as to the holdings of
such agent and from such Sub-Custodian as to the holdings of such Sub-Custodian,
it being understood that such reliance in no way releases State Street of its
responsibilities or liabilities under this Agreement. State Street shall
promptly report to the Fund the results of such inspections, indicating any
shortages or discrepancies uncovered thereby, and take appropriate action to
remedy any such shortages or discrepancies.
B. Use of a System for the Central Handling of Securities. Notwithstanding
any other provision of this Agreement, if in the best interest of the Fund,
deposit all or any part of the securities owned by the Fund in the book-entry
system of the Federal Reserve Banks (hereinafter called the "system") and to
use the facilities of such system, all as provided under the provisions of Rule
17f-4 of the Investment Company Act of 1940, as amended. Without limiting the
generality of such use, the following provisions shall apply thereto:
0) Xxxxx Xxxxxx may keep securities of the Fund in the system provided
that such securities are represented in an account ("Account") of State Street's
(or its agent or Sub-Custodian) in the system which shall not include any assets
of State Street (or such agent or Sub-Custodian) other than assets held as
fiduciary, custodian or otherwise for customers. The records of State Street
(and such agents or Sub-Custodians) shall at all times during the regular
business hours of State Street (or such agents or Sub-Custodians) be open for
inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the Securities and Exchange Commission.
2) State Street shall send to the Fund a confirmation of all transfers
to or from the system for the account of the Fund. Where securities are
transferred to the Fund's account, State Street shall, by book-entry or
otherwise, identify as belonging to the Fund a quantity of securities in a
fungible bulk of securities (i) registered in the name of State Street or its
nominee or (ii) shown on State Street's account on the books of the appropriate
Federal Reserve Bank. For this purpose, the term "confirmation" means advice or
notice of transaction; it is not intended to require preparation by State Street
of the confirmation required of broker-dealers under the Securities Exchange
Act of 1934.
0) Xxxxx Xxxxxx shall promptly send to the Fund any report it receives
from the appropriate Federal Reserve Bank on its system of internal accounting
control.
4) Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for any claim, liability, loss or expense,
including attorney's fees, resulting to such Fund from use of the system by
reason of any negligence, misfeasance or misconduct of State Street (or any of
its agents or Sub-Custodians) or of any of its (or their) employees or from any
failure of State Street (or any such agent or Sub-Custodian) to enforce
effectively such rights as it (or they) may have against the system. At the
election of the Fund, it shall be entitled to be subrogated to State Street, its
agents or Sub-Custodians in any claim against the system or any other person
which State Street, its agents or Sub-Custodians may have as a consequence of
any such claim, liability, loss or expense if and to the extent that the Fund
has not been made whole for such claim, liability, loss or expense.
C. Registered Name, Nominee. Register securities of the Fund held by State
Street in the name of the Fund, of a nominee of State Street for the exclusive
use of the Fund, of such other nominees as may be mutually agreed upon, or of
any mutually acceptable nominee of any agent or Sub-Custodian appointed pursuant
to paragraph 6-C of section II hereof.
D. Purchases. Upon receipt of proper instructions (as defined in paragraph
5-A of section II hereof; hereafter "proper instructions") and insofar as cash
is available for the purpose, pay for and receive all securities purchased for
the account of the Fund, payment being made only upon receipt of the securities
by State Street (or any bank, banking firm, responsible commercial agent or
trust company doing business in the United States and appointed pursuant to
paragraph 6-C of section II hereof as State Street's agent or Sub-Custodian for
this purpose, registered as provided in paragraph 3-C of section II hereof or in
form for transfer satisfactory to State Street, or, in the case of repurchase
agreements entered into between the Fund and a bank or a dealer, delivery of the
securities either in certificate form or through an entry crediting State
Street's account at the Federal Reserve Bank with such securities. All
securities accepted by State Street shall be accompanied by payment of, or a
"due xxxx" for, any dividends, interest or other distributions of the issuer,
due the purchaser. In any and every case of a purchase of securities for the
account of the Fund where payment is made by State Street in advance of receipt
of the securities purchased, State Street shall be absolutely liable to the Fund
for such securities to the same extent as if the securities had been received by
State Street except that in the case of repurchase agreements entered into by
the Fund with a bank which is a member of the Federal Reserve System, State
Street may transfer funds to the account of such bank prior to the receipt of
written evidence that the securities subject to such repurchase agreement have
been transferred by book-entry into a segregated nonproprietary account of State
Street maintained with the Federal Reserve Bank of Boston, provided that such
securities have in fact been so transferred by book-entry; and provided, further
however, that State Street and the Fund agree to use their best efforts to
insure receipt by State Street of copies of documentation for each such
transaction as promptly as possible.
E. Exchanges. Upon receipt of proper instructions, exchange securities,
interim receipts or temporary securities held by it or by any agent or any
Sub-Custodian appointed by it pursuant to paragraph 6-C of section II hereof for
the account of the Fund for other securities alone or for other securities and
cash, and expend cash insofar as cash is available in connection with any
merger, consolidation, reorganization, recapitalization, split-up of shares,
changes of par value, conversion or in connection with the exercise of warrants,
subscription or purchase rights, or otherwise, and deliver securities to the
designated depository or other receiving agent in response to tender offers or
similar offers to purchase received in writing; provided that in any such case
the securities and/or cash to be received as a result of any such exchange,
expenditure or delivery are to be delivered to State Street, its agents or
Sub-Custodians. State Street shall give notice as provided under paragraph 4-L
of section II hereof to the Fund in connection with any transaction specified in
this paragraph and at the same time shall specify to the Fund whether such
notice relates to securities held by an agent or Sub-Custodian appointed
pursuant to paragraph 6-C of section II hereof, so that the Fund may issue to
State Street proper instructions for State Street to act thereon prior to any
expiration date (which shall be presumed to be two business days prior to such
date unless State Street has previously advised the Fund of a different period).
The Fund shall give to State Street full details of the time and method of
submitting securities in response to any tender or similar offer, exercising any
subscription or purchase any tender or similar offer, exercising any
subscription or purchase right or making any exchange pursuant to this
paragraph. When such securities are in the possession of an agent appointed by
State Street pursuant to paragraph 6-C of section II hereof, the proper
instructions referred to in the preceding sentence must be received by State
Street in timely enough fashion (which shall be presumed to be three business
days unless State Street has advised the Fund in writing of a different period)
for State Street to notify the agent in sufficient time to permit such agent to
act prior to any expiration date. When the securities are in the possession of a
Sub-Custodian appointed pursuant to paragraph 6-C of section II hereof, the
proper instructions must be received by the Sub-Custodian in timely enough
fashion as previously advised in writing to the Fund by State Street or the
Sub-Custodian to permit the Sub-Custodian to act prior to any expiration date.
F. Sales. Upon receipt of proper instructions and upon receipt of full
payment therefor, release and deliver securities which have been sold for the
account of the Fund. At the time of delivery all such payments are to be made in
cash, by a certified check upon or a treasurer's or cashier's check of a bank,
by effective bank wire transfer through the Federal Reserve Wire System or, if
appropriate, outside of the Federal Reserve Wire System and subsequent credit to
the Fund's Custodian account, or, in case of delivery through a stock clearing
company, by book-entry credit by the stock clearing company in accordance with
the then current "street" custom.
G. Purchases by Issuer. Upon receipt of proper instructions, release and
deliver securities owned by the Fund to the issuer thereof or its agent when
such securities are called, redeemed, retired or otherwise become payable;
provided that in any such case, the cash or other consideration is to be
delivered to State Street.
H. Changes of Name and Denomination. Upon receipt of proper instructions,
release and deliver securities owned by the Fund to the issuer thereof or its
agent for transfer into the name of the Fund or of a nominee of State Street or
of the Fund for the exclusive use of the Fund or for exchange for a different
number of bonds, certificates, or other evidence representing the same aggregate
face amount of number of units bearing the same interest rate, maturity date and
call provisions, if any; provided that in any such case, the new securities are
to be delivered to State Street.
I. Street Delivery. In connection with delivery in New York City and upon
receipt of proper instructions, which in the case of registered securities may
be standing instructions, release securities owned by the Fund upon receipt of a
written receipt for such securities to the broker selling the same for
examination in accordance with the existing "street delivery" custom. In every
instance either payment in full for such securities shall be made or such
securities shall be returned to the Custodian that same day. In the event
existing "street delivery" custom is modified, State Street shall obtain
authorization from the board of directors of the Fund prior to any use of such
modified "street delivery" custom.
J. Release of Securities for Use as Collateral. Upon receipt of proper
instructions and subject to the Fund's By-Laws and Articles of Organization,
both as amended, release securities belonging to the Fund, trust company or
other pledgee for the purpose of pledge or hypothecation to secure any loan
incurred by the Fund; provided, however, that securities shall be released only
upon payment to State Street of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made, subject to
proper prior authorization from the Fund, further securities may be released for
that purpose. Upon receipt of proper instructions, pay such loan upon redelivery
to it of the securities pledged or hypothecated therefor and upon surrender of
the note or notes evidencing the loan.
K. Release or Delivery of Securities for Other Purposes. Upon receipt of
proper instructions, release or deliver any securities held by it for the
account of the Fund for any other purpose (in addition to those specified in
paragraphs 3-E, 3-F, 3-G, 3-H, 3-I and 3-J of section II hereof) which the Fund
declares is a proper corporate purpose pursuant to proper instructions.
L. Proxies, Notices, Etc. Promptly forward upon receipt to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to the securities, including without
limitation notices relating to class action claims and bankruptcy claims, and
upon receipt of proper instructions execute and deliver or cause its nominee to
execute and deliver such proxies or other authorizations as may be required.
State Street, its nominee, its agents and Sub-Custodians shall not vote upon any
of the securities or execute any proxy to vote thereon or give any consent or
take any other action with respect thereto (except as otherwise herein provided)
unless ordered to do so by proper instructions. State Street shall require its
agents and Sub-Custodians appointed pursuant to paragraph 6-C of section II
hereof to forward any such announcements and notices to State Street upon
receipt.
M. Miscellaneous. In general, attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealing with such securities or property of the Fund, except as otherwise
directed by the Fund pursuant to proper instructions. State Street shall render
to the Fund daily a report of all monies received or paid on behalf of the Fund,
an itemized statement of the securities and cash for which it is accountable to
the Fund under this Agreement and an itemized statement of security transactions
which settled the day before and shall render to the Fund weekly an itemized
statement of security transactions which failed to settle as scheduled. At the
end of each week State Street shall provide a list of all security transactions
that remain unsettled at such time.
4. Additionally, as Custodian, State Street shall promptly:
A. Bank Account. Retain all cash of the Fund, other than cash maintained
by the Fund in a bank account established and used in accordance with Rule 17f-3
under the Investment Company Act of 1940, as amended, in the banking department
of State Street in a separate account or accounts in the name of the Fund,
subject only to draft or order by State Street acting pursuant to the terms of
this Agreement. If and when authorized by proper instructions in accordance with
a vote of the board of directors of the Fund, State Street may open and maintain
an additional account or accounts in such other bank or trust companies as may
be designated by such instructions, such account or accounts, however, to be
solely in the name of State Street in its capacity as Custodian and subject only
to its draft or order in accordance with the terms of this Agreement. State
Street shall furnish the Fund, not later than thirty (30) calendar days after
the last business day of each month, a statement reflecting the current status
of its internal reconciliation of the closing balance as of that day in all
accounts described in this paragraph to the balance shown on the daily cash
report for that day rendered to the Fund.
B. Collections. Unless otherwise instructed by receipt of proper
instructions, collect, receive and deposit in the bank account or accounts
maintained pursuant to paragraph 4-A of section II hereof all income and other
payments with respect to the securities held hereunder, execute ownership and
other certificates and affidavits for all Federal and State tax purposes in
connection with the collection of bond and note coupons, do all other things
necessary or proper in connection with the collection of such income, and
without waiving the generality of the foregoing:
(1) Present for payment on the date of payment all coupons and other
income items requiring presentation;
(2) present for payment all securities which may mature or be called,
redeemed, retired or otherwise become payable on the date such
securities become payable;
(3) endorse and deposit for collection, in the name of the Fund,
checks, drafts or other negotiable instruments on the same day as
received.
In any case in which State Street does not receive any such due and unpaid
income within a reasonable time after it has made proper demands for the same
(which shall be presumed to consist of at least three demand letters and at
least one telephonic demand), it shall so notify the Fund in writing, including
copies of all demand letters, any written responses thereto, and memoranda of
all oral responses thereto and to telephonic demands, and await proper
instruction; the Custodian shall not be obliged to take legal action for
collection unless and until reasonably indemnified to its satisfaction for the
reasonable costs of such legal action for collection. It shall also notify the
Fund as soon as reasonably practicable whenever income due on securities is not
collected in due course.
C. Sale of Shares of the Fund. Make such arrangements with the Transfer
Agent of the Fund as will enable State Street to make certain it receives the
cash consideration due to the Fund for shares of the Fund as may be issued or
sold from time to time by the Fund, all in accordance with the Fund's Articles
of Organization and By-Laws, both as amended.
D. Dividends and Distributions. Upon receipt of proper instructions,
release or otherwise apply cash insofar as cash is available for the purpose for
the payment of dividends or other distributions to shareholders of the Fund.
E. Redemption of Shares of the Fund. From such funds as may be available
for the purpose, but subject to the limitations of the Fund's Articles of
Organization and By-Laws, both as amended, and applicable resolutions of the
board of directors of the Fund pursuant thereto, make funds available for
payment to shareholders who have delivered to the Transfer Agent a request for
redemption of their shares by the Fund pursuant to said Articles of Organization
and By-Laws, both as amended.
In connection with the redemption of shares of the Fund pursuant to the
Fund's Articles of Organization and By-Laws, both as amended, State Street is
authorized and directed upon receipt of proper instructions from the Transfer
Agent for the Fund to make funds available for transfer through the Federal
Reserve Wire System or by other bank wire to a commercial bank account
designated by the redeeming shareholder.
F. Stock Dividends, Rights, Etc. Receive and collect all stock dividends,
rights and other items of like nature; and deal with the same pursuant to proper
instructions relative thereto.
G. Disbursements. Upon receipt of proper instructions, make or cause to be
made, insofar as cash is available for the purpose, disbursements for the
payment on behalf of the Fund of interest, taxes, advisory fees and operating
expenses, including registration and qualification costs and other expenses of
issuing and selling shares or changing its capital structure, whether or not
such expenses shall be in whole or in part capitalized or treated as deferred
expenses.
H. Other Proper Corporate Purposes. Upon receipt of proper instructions,
make or cause to be made, insofar as cash is available for the purpose,
disbursements for any other purpose (in addition to the purposes specified in
the paragraphs 3-D, 3-E, 4-D, 4-E, and 4-G of this Agreement) which the Fund
declares is a proper corporate purpose.
I. Records. Create, maintain and retain all records a) relating to its
activities and obligations under this Agreement in such manner as shall meet the
obligations of the Fund under the Investment Company Act of 1940, as amended,
particularly Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, under
applicable Federal and State tax laws and under any other law or administrative
rules or procedures which may be applicable to the Fund, b) necessary to comply
with the representations of Part I - Fund Custodian Services and Part II -
Portfolio Pricing and Accounting of State Street's Response, dated May 1, 1979,
as amended, to Keystone Custodian Funds, Inc.'s and The Massachusetts Companies,
Inc.'s Request for Proposal, dated March 19, 1979, as amended, (amendments since
June 22, 1979 are set forth in Exhibit B) ("Parts I and II"), insofar as such
representations relate to the creation, maintenance and retention of records for
the Fund or c) as reasonably requested from time to time by the Fund. All
records maintained by State Street in connection with the performance of its
duties under this Agreement shall remain the property of the Fund and in the
event of termination of this Agreement shall be delivered in accordance with the
terms of paragraph 8 below.
J. Miscellaneous. Assist generally in the preparation of routine reports
to holders of shares of the Fund, to the Securities and Exchange Commission,
including forms N1-R and N1-Q, to State "Blue Sky" authorities, to others in the
auditing of accounts and in other matters or like matters of like nature, as
required to comply with the representations of Part I and II insofar as such
representations relate to the preparation of reports for the Fund and as
otherwise reasonably requested by the Fund.
K. Fund Accounting and Net Asset Value Computuations. State Street shall
maintain the general ledger and all other books of account of the Fund including
the accounting for the Fund's portfolio. In addition, upon receipt of proper
instructions, which may be deemed to be continuing instructions, State Street
shall daily compute the net asset value of the shares of the Fund and the total
net asset value of the Fund. State Street shall, in addition, perform such other
services incidental to its duties hereunder as may be reasonably requested from
time to time by the Fund.
L. Services under Parts I and_Part II. In addition to the services
specified herein, State Street shall perform those services set forth in Parts I
and II, including without limitation general ledger accounting, daily Fund
portfolio pricing and custodian services to the extent such services relate to
the Fund: provided, however, that in the event that Parts I and II as they
relate to the Fund are in conflict with the terms of this Agreement, the terms
of this Agreement shall govern.
5. State Street and the Fund further agree as follows:
A. Proper Instructions. State Street shall be deemed to have received
proper instructions upon receipt of written instructions signed by the board of
directors or by one or more person or persons as the board of directors shall
have from time to time authorized to give the particular class of instructions
in question. Different persons may be authorized to give instructions for
different purposes. A copy of a resolution or action of the board of directors
certified by the secretary or an assistant secretary of the Fund may be received
and accepted by State Street as conclusive evidence of the instruction of the
board of directors and/or the authority of any person or persons to act on
behalf of the Fund and may be considered as in full force and effect until
receipt of written notice to the contrary. Such instructions may be general or
specific in terms. Oral instruction will be considered proper instructions if
the Custodian reasonably believes them to have been given by a person authorized
by the board of directors to give such oral instructions with respect to the
class of instruction involved. The Fund shall cause all oral instructions to be
confirmed in writing.
B. Investments, Limitations. In performing its duties generally, and more
particularly in connection with the purchase, sale and exchange of securities
made by or for the Fund, State Street may take cognizance of the provisions of
the Articles of Organization and By-Laws of the Fund, both as amended; provided,
however, that except as otherwise expressly provided herein, State Street may
assume unless and until notified in writing to the contrary that instructions
purporting to be proper instructions received by it are not in conflict with or
in any way contrary to any provision of the Articles of Organization and By-Laws
of the Fund, both as amended, or resolutions or proceedings of the board of
directors of the Fund.
6. State Street and the Fund further agree as follows:
A. Indemnification. State Street, as Depository and Custodian, shall be
entitiled to receive and act upon advice of counsel (who may be counsel for the
Fund) and shall be without liability for any action reasonably taken or thing
reasonably done pursuant to such advice; provided that such action is not in
violation of applicable Federal or State laws or regulations or contrary to
written instructions received from the Fund, and shall be indemnified by the
Fund and without liability for any action taken or thing done by it in carrying
out the terms and provisions of this Agreement in good faith and without
negligence, misfeasance or misconduct. In order that the indemnification
provision contained in this paragraph shall apply, however, if the Fund is asked
to indemnify or save State Street harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question and State
Street shall use all reasonable care to identify and notify the Fund fully and
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Fund. The Fund
shall have the option to defend State Street against any claim which may be the
subject of this indemnification, and in the event that the Fund so elects it
will so notify State Street, and thereupon the Fund shall take over complete
defense of the claim, and State Street shall initiate no further legal or other
expenses for which it shall seek indemnification under this paragraph. State
Street shall in no case confess any claim or make any compromise in any case in
which the Fund will be asked to indemnify State Street except with the Fund's
prior written consent.
B. Expense Reimbursement. State Street shall be entitled to receive from
the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth on
Schedule A.
C. Appointment of Agent and Sub-Custodians. State Street, as Custodian,
may appoint (and may remove) any other bank, trust company or responsible
commercial agent as its agent to carry out such of the provisions of this
Agreement as State Street may from time to time direct, and State Street, as
Custodian, may from time to time employ one or more Sub-Custodians, but only in
compliance with the terms and conditions set forth in the Fund's Articles of
Organization and By-Laws, both as amended, provided, however, that the
appointment of any such agent or Sub-Custodian shall not relieve State Street of
any of its responsibilities under this Agreement.
D. Reliance on Documents. So long as and to the extent that it is in good
faith and in the exercise of reasonable care, State Street, as Depository and
Custodian, shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement, shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to constitute proper instructions under this
Agreement and shall, except as otherwise specifically provided in this
Agreement, be entitled to receive as conclusive proof of any fact or matter
required to be ascertained by it hereunder a certificate signed by the board of
directors, the clerk or an assistant clerk of the Fund or any other person
expressly authorized by the board of directors of the Fund.
E. Access to Records. Subject to security requirements of State Street
applicable to its own employees having access to similar records within State
Street and such regulations as to the conduct of such monitors as may be
reasonably imposed by State Street after prior consultation with an authorized
officer of the Fund, books and records of State Street pertaining to its actions
under this Agreement shall be open to inspection and audit at reasonable times
by the directors of, attorneys for, auditors employed by the Fund or any other
person as the board of directors shall direct.
F. Record-Keeping. State Street shall maintain such records as shall
enable the Fund to comply with the requirements of all Federal and State laws
and regulations applicable to the Fund with respect to the matters covered by
this Agreement and shall comply with the representations of Parts I and II as
such representations relate to maintaining records of the Fund.
7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be as specified in the attached Exhibit A. Such
compensation shall remain fixed for two years from the date hereof, unless this
Agreement is terminated as provided in section 8A, and shall remain fixed for
an additional year in the event the Fund decides to continue this Agreement for
such period; provided, however, that in the event either party terminates this
Agreement as provided in section 0X Xxxxx Xxxxxx hereby guarantees and agrees
that no new Agreement entered into between the parties shall require payment of
compensation greater than that specified herein during such three year period.
8. State Street and the Fund further agree as follows:
A. Effective Period, Termination. Amendment and Interpretive and
Additional Provisions. This Agreement shall become effective as of the date of
its execution, shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated at any time by the Fund by an instrument in
writing delivered or mailed, postage prepaid, to State Street and may be so
terminated by State Street through notice to the Fund at any time after three
years from the date hereof, or in the event of the Fund's substantial default
under this Agreement which default continues, after notice to the Fund of such
default, uncorrected for 30 days; provided, however, that in such event State
Street shall remain as Custodian hereunder for a reasonable period thereafter
if the Fund has used its best efforts and is unable to find a Successor
Custodian, any such termination to take effect not sooner than sixty (60) days
after the date of such delivery of mailing; provided, however, that the Fund
shall not amend or terminate this Agreement in contravention of any applicable
Federal or State laws or regulations, or any provision of the Articles of
Organization or By-Laws of the Fund, both as amended, and further provided, that
the Fund may by action of its board of directors substitute another bank or
trust company for State Street by giving notice as provided above to State
Street.
In connection with the operation of this Agreement, State Street and the
Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement, any such interpretive or
additional provision to be signed by both parties and annexed hereto, provided
that no such interpretive or additional provisions shall contravene any
applicable Federal or State laws or regulations, or any provision of the Fund's
Articles of Organization or By-Laws, both as amended. No interpretive provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.
B. Successor Custodian. Upon termination hereof or the inability of the
Custodian to continue to serve hereunder, the Fund shall pay to State Street
such compensation as may be due for services through the date of such
termination and shall likewise reimburse State Street for its costs, expenses
and disbursements incurred prior to such termination in accordance with
paragraph 6-B of section II hereof and such reasonable costs, expenses and
disbursements as may be incurred by State Street in connection with such
termination.
If a Successor Custodian is appointed by the board of directors of the
Fund in accordance with Section 6 of Article VI of the Fund's By-Laws, as
amended, State Street shall, upon termination, deliver to such Successor
Custodian at the office of State Street, properly endorsed and in proper form
for transfer, all securities then held hereunder, all cash and other properties
of the Fund deposited with or held by it hereunder,
If no such Successor Custodian is appointed, State Street shall, in like
manner at its office, upon receipt of a certified copy of a resolution of the
shareholders or board of directors pursuant to section 6 of Article VI of the
Fund's By-Laws, as amended, deliver such securities, cash and other properties
in accordance with such resolution.
In the event that no written order designating a Successor Custodian or
certified copy of a resolution of the shareholders of board of directors shall
have been delivered to State Street on or before the date when such termination
shall become effective, then State Street shall have the right to deliver to a
bank or trust company doing business in Boston, Massachusetts of its own
selelction, having an aggregate capital, surplus and undivided profits as shown
by its last published report, of not less than $2,000,000, all securities, cash
and other properties held by State Street and all instruments held by State
Street and all instruments held by it relative thereto and all other property
held by it under this Agreement. Thereafter, such bank or trust company shall be
the Successor of State Street under this Agreement and subject to the
restrictions, limitations and other requirements of the Fund's Articles of
Organization and By-Laws, both as amended.
In the event that securities, funds, and other properties remain in the
possession of State Street after the date of termination hereof owing to failure
of the Fund to procure the certified copy above referred to, or of the board of
directors to appoint a Successor Custodian, State Street shall be entitled to
fair compensation for its services during such period and the provisions of this
Agreement relating to the duties and obligations of State Street shall remain in
full force and effect.
C. Duplicate Records and Backup Facilities. State Street shall not be
liable for loss of data, occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or military authority,
national emergencies, fire, flood or catastrophe, acts of God, insurrection,
war, riots, or failure of transportation, communication or power supply.
However, State Street shall keep in a separate and safe place additional copies
of all records required to be maintained pursuant to this Agreement or
additional tapes, disks or other sources of information necessary to reproduce
all such records. Furthermore, at all times during this Agreement, State Street
shall maintain a contractual arrangement whereby State Street will have a
back-up computer facility available for its use in providing the services
required hereunder in the event circumstances beyond State Street's control
result in State Street not being able to process the necessary work at its
principal computer facility, State Street shall, from time to time, upon request
from the Fund provide written evidence and details of its arrangement for
obtaining the use of such a back-up computer facility. State Street shall use
its best efforts to minimize the likelihood of all damage, loss of data, delays
and errors resulting from an uncontrollable event, and should such damage, loss
of data, delays or errors occur, State Street shall use its best efforts to
mitigate the effects of such occurrence. Representatives of the Fund shall be
entitled to inspect the State Street premises and operating capabilities within
reasonable business hours upon reasonable notice to State Street, and, upon
request of such representative or representatives, State Street shall from time
to time as appropriate, furnish to the Fund a letter setting forth the insurance
coverage thereon any changes in such coverage which may occur and any claim
relating to the Fund which State Street may have made under such insurance.
D. Confidentiality. State Street agrees to treat all records and other
information relative to the Fund confidentially and State Street on behalf of
itself and its officers, employees, agents and Sub-Custodians agrees to keep
confidential all such information, except after prior notification to and
approval by the Fund (which approval shall not be unreasonably withheld and may
not be withheld where State Street may be exposed to civil or criminal contempt
proceedings), when requested to divulge such information by duly constituted
authorities or when so requested by a properly authorized person.
(a) State Street and the Fund agree that they, their officers, employees,
agents and Sub-Custodians shall maintain all information disclosed to them by
the other in connection with this agreement in confidence and will not disclose
any such information to any other person, nor use such information for their own
benefit or for the benefit of third parties without the consent in writing of
the other; provided, however, that each party shall have the right to use any
such information for its own necessary internal purposes while this Agreement is
in effect.
The provisions of this Paragraph shall not apply to information which (i)
is in or becomes part of the public domain, or (ii) is demonstrably known
previously to the party to whom it is disclosed, or (iii) is independently
developed outside this Agreement by the party to whom it is disclosed or (iv) is
rightfully obtained from third parties by the party to whom it is disclosed.
9. The Fund shall not circulate any printed matter which contains any
reference to State Street without the prior written approval of State Street,
excepting solely such printed matter as merely identifies State Street as
Depository or Custodian. The Fund will submit printed matter requiring approval
to State Street in draft form, allowing sufficient time for review by State
Street and its counsel prior to any deadline for printing
10. In the event of a reorganization of the Fund through a merger,
consolidation, sale of assets or other reorganization, State Street, at the
request of the Fund, shall act as Custodian for shares of any investment company
or other company obtained in any such reorganization by the Fund for
distribution to those Fund shareholders whose shares are represented by
certificates. The Fund shall give notice to each such shareholder of his right
to exchange his Fund shares represented by certificates for shares held by the
Custodian upon surrender to the Custodian of his certificates representing such
Fund shares properly endorsed and in proper form for transfer. Upon the
surrender of such Fund certificates State Street will issue a certificate or
certificates to the surrendering shareholder for an appropriate number of shares
held by State Street, unless such shareholder establishes an Open Account Plan
or other similar account as that time in which case shares will be credited to
his or her account. State Street shall not be required to issue certificates for
any fractional shares held by it. Instead, fractional interest in such shares
shall be distributed to the shareholder in cash at their then current market
value or, if the fractional share represents an interest in an investment
company, it shall be redeemed by State Street at the then current redemption
price for such shares and the proceeds of such redemption shall be distributed
to such shareholder in cash. The Custodian shall not release to any shareholder
any such shares held by it until such shareholder has properly surrendered for
exchange his Fund shares represented by certificates.
11. This Agreement is executed and delivered in the Commonwealth of
Massachusetts and shall be subject to and be construed in accordance with the
laws of said Commonwealth.
12. Notices and other writings delivered or mailed postage prepaid to the
Fund, c/o Keystone Custodian Funds, Inc., 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 or to State Street at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 or to such other address as the Fund or State Street may
hereafter specify, shall be deemed to have been properly delivered or given
hereunder to the respective address.
13. It is understood and is expressly stipulated that neither the holders
of shares in the Fund nor its board of directors, officers or employees shall be
personally liable hereunder, but only the assets of the Fund shall be bound.
14. This Agreement shall be binding on and shall inure to the benefit of
the Fund and State Street and their respective successors or assigns.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and on its behalf by a duly authorized officer as of
the day and year first above written.
KEYSTONE INTERNATIONAL FUND INC.
By /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Attest: ----------------------------
[illegible]
STATE STREET BANK AND TRUST COMPANY
By /s/ J. R. Towers
--------------------------------
Attest: /s/ Xxxx X. Xxxxxx Vice President
------------------------------
SCHEDULE A
Keystone International Fund Inc.
State Street Bank and Trust Company
Custodian and Recordskeeping Fee Schedule
I. Annual Fee
$9,000
II. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include the
following:
Telephone
Postage and insurance
Courier service
Legal fees
Supplies related to Fund records
Duplicating
Transfer fees
Wire Service ($2.00 in or out)
III. Additional Services
Any modifications, innovations, improvements or other changes made by State
Street in the services and reports which it provides to other customers
receiving its custodial services without additional charges or fees shall
be provided to the Fund at its request for no additional charge or fee.
SCHEDULE B
I. Operating Plan - Fund Custodian Services
1. Page 1
a) Trade instructions by tape input compatible with the SPARK system will
not be given.
b) System 34 terminals will not be provided for trade input.
2. Page 2
a) Distributions will be charged against the custodian account and credited
to the disbursement account on the payable date.
b) Reports - improved or new SPARK Reports will be made available to the
Fund at its request for no additional cost, if made available at no additional
cost to other customers of State Street.
II. Fund Custodian Services
A. Page 1
1) The Fund will receive Custody and Full Accounting Services.
B. Page 2
1) Polaris Fund Inc. is now Keystone International Fund Inc.
III. I. Custodian Reports
A. Page 1
2) Analytics - Spark information reports - the Funds will receive none of
these.
IV. KM - SSB Reports Comparison
A. Page 1 - MASSCO Report
1) (9) Different form with similar content to be prepared for Keystone Tax
Free Fund (Massachusetts Fund for Tax Exempt Income) rather than Master Reserves
Trust (MRT)
2) (12) To be prepared for all Funds.
3) (13) Trade Settlement Authorizations and all other reports as provided
to the Keystone Funds will be provided MassCo Funds.
4) (26) Initial instructions in memo from Xx. Xxxxxx Xxxxxx. Instructions
may be changed from time to time by proper instructions.
5) (30) Letter to be supplied by Bradford Trust Company.
6) (31) Report to be supplied by Bradford Trust Company.
B. Keystone Reports
1) (3) Information to be supplied by Open Order System.
2) (16) Will be prepared manually by State Street. Calculations to be based
on initial instructions provided under (4)(26) memo.
3) (18) To be prepared by State Street.
4) (30) New SPARK Report to be provided the Funds.
5) (31) Pricing Quotes for foreign issues, restricted securities and
private placements not otherwise available to State Street to be supplied by the
Fund.
6) (46) KIMCO Reports unnecessary.
7) (58) State Street to prepare manually.
8) (57) Keystone to provide.
9) (70) New SPARK Report to be provided the Funds.
10) (73) SPARK Report to be provided the Funds.
11) (74) New SPARK Report and hard copy tape to be provided the Funds.
12) (75) State Street to provide weekly report of fails for each Fund.
13) All new SPARK reports must be reviewed and accepted by the Funds before
they will be considered to comply with State Street's Custodian, Portfolio
Accounting and Recordskeeping Agreements with the Funds, such acceptance not to
be unreasonably withheld.
VI. Responses
I. Fund Custodian Services
a) Page 2
Checkwriting privilege is $.35 per check - charged only for American Liquid
Trust at this time. Other Fund aqreements to be amended to include this charge
if such privilege is ever offered to shareholders of other Funds.
b) Page 3 (6) Individuals responsible for Fund services may change as long
as the quality of the personnel is maintained.
c) Page 6 (11) State Street is liable for the acts of its sub-custodians to
the same extent that it is liable for the acts of its agents.
II. Exhibits
1. Exhibit 1-2
a) (6) Notices of corporate actions shall include, without limitation
notices of class actions and bankruptcy actions in connection with issues held
by the Funds.
