EXHIBIT NO. 99.B7(a)
CUSTODIAN AGREEMENT
This Agreement between each of the investment companies (including the
series or portfolios thereof) listed on Exhibit A hereto, as amended from time
to time, each a business trust organized and existing under the laws of The
Commonwealth of Massachusetts, unless indicated otherwise on Exhibit A hereto,
with its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (each, a "Trust"), and STATE STREET BANK and TRUST COMPANY,
a Massachusetts trust company with its principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Custodian"). This Agreement
shall take effect on July 2, 2001.
WITNESSETH:
WHEREAS, each Trust is engaged in business as an investment company and
is registered under the 1940 Act, and may consist of multiple investment
portfolios or series as set forth on Exhibit A (such series, together with all
other series subsequently established by a Trust and made subject to this
Agreement in accordance with Section 15, being referred to herein as the
"Portfolio(s)"); and
WHEREAS, certain Trusts may have retained CHASE MANHATTAN BANK, N.A.
("CHASE") to act as the Trust's custodian with respect to the assets of certain
Portfolios (the "Chase Portfolios") to be held outside of the United States of
America (as set forth on Exhibit A), and certain Trusts retain, pursuant to this
Agreement, the Custodian to act as the Trust's custodian with respect to the
assets of certain Portfolios (the "State Street Portfolios") to be held outside
of the United States of America (as set forth on Exhibit A);
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
"1940 Act" means the Investment Company Act of 1940, as amended.
A "Bearer Security" means a security which is not registered on the books of the
owner and which is payable, therefore, to the holder.
"Board" means the Board of Trustees/Managers of the applicable Trust.
"Certified Resolution" means a resolution of the Board signed by an officer of a
Trust and certified by the Secretary or an Assistant Secretary thereof.
"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 Depositories 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.
"Direct Paper" means commercial paper of an issuer for which State Street Bank
and Trust Company acts as issuing and paying agent.
"Direct Paper System" means the Direct Paper system of State Street Bank and
Trust Company.
"Direct Paper System Account" is the Custodian's Direct Paper System account.
"Domestic Securities" means the securities a Trust desires to be held within the
United States.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5 of the 1940 Act, as amended; 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 of the 1940 Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Foreign Assets" means any of the State Street 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 State Street Portfolios' transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
17f-5, as amended.
"Foreign Securities" means those securities a Trust desires to be held outside
the United States which are (i) not held by the Chase Portfolios, and (ii)
described with greater particularity in Section 4 hereof.
"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 designated in Schedule A hereto.
"Institutional Clients" means U.S. registered investment companies, or major,
U.S.-based commercial banks, insurance companies, pension funds or substantially
similar financial institutions which as a part of their ordinary business
operations, purchase or sell securities and make use of non-U.S. custodial
services.
"NASD" means The National Association of Securities Dealers, Inc.
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"Portfolio Account(s)" means a bank account or accounts in the United States in
the name of each Portfolio of a Trust.
"Prospectus" means the current prospectus and statement of additional
information of a Trust related to the Portfolio.
A "Registered Security" means a security, the ownership of which is reflected on
the books of the issuer maintained for such purpose.
"SEC" means the United States Securities and Exchange Commission.
"Shares" means new or treasury shares of beneficial interest into which the
beneficial interest shall be divided from time to time of each Trust
representing interests in the Portfolios.
"Transfer Agent" means the transfer agent for a Trust.
"United States" or "U.S." means the United States of America.
"U.S. Securities System" means a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S. Department of the
Treasury.
"U.S. Securities System Account" means an account of the Custodian in the U.S.
Securities System.
SECTION 2. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
Each Trust hereby employs the Custodian as the custodian of certain of
the assets of the Portfolios of the Trust, including Domestic Securities and
Foreign Securities (except those Foreign Securities held by Chase). Each Trust
agrees to deliver or cause to be delivered to the Custodian all Domestic
Securities, Foreign Securities (except those Foreign Securities held by Chase)
and cash owned by it from time to time, and all payments of income, payments of
principal or capital distributions received by it with respect to securities
held by the Custodian hereunder, and the cash consideration received by it for
such Shares as may be issued or sold from time to time. The Custodian shall not
be responsible for any property of any Portfolio held or received by such
Portfolio (i) not delivered to the Custodian, or (ii) with respect to the Chase
Portfolios, held in the custody of Chase.
Upon receipt of "Proper Instructions" (as such term is defined in
Section 7 hereof), the Custodian shall on behalf of the applicable Portfolio(s)
from time to time employ one or more sub-custodians located in the United
States, provided that the Custodian shall have no more or less responsibility or
liability to the applicable Trust on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian. The
Custodian may employ as sub-custodian for a Trust's Foreign Securities on behalf
of the State
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Street Portfolio(s) the Eligible Foreign Custodians and Eligible Securities
Depositories designated in Schedules A and B hereto but only in accordance with
the applicable provisions of Sections 4 and 5 hereof.
SECTION 3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE TRUSTS HELD
BY THE CUSTODIAN IN THE UNITED STATES
SECTION 3.1 HOLDING SECURITIES. The Custodian shall hold and segregate
for the account of each Portfolio all non-cash property to be held by it in the
United States, including all Domestic Securities owned by such Portfolio other
than (a) securities which are maintained pursuant to Section 3.9 in a U.S.
Securities System and (b) Direct Paper which is deposited and/or maintained in
the Direct Paper System pursuant to Section 3.10. The Custodian shall maintain
records of all receipts, deliveries and locations of such securities, together
with a current inventory thereof.
SECTION 3.2 DELIVERY OF SECURITIES. The Custodian shall release and
deliver Domestic Securities owned by a Portfolio held by the Custodian or in a
U.S. Securities System account of the Custodian or in the Direct Paper System
Account only upon receipt of Proper Instructions on behalf of the applicable
Portfolio, which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:
1) Upon sale of such securities for the account of the Portfolio
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
3) In the case of a sale effected through a U.S. Securities
System, in accordance with the provisions of Section 3.9
hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5) 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 the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of
any agent appointed pursuant to Section 3.8 or into the name
or nominee name of any sub-custodian appointed pursuant to
Section 2; or for exchange for a different number of
securities, certificates or other evidence representing the
same aggregate face amount or number of units; provided that,
in any such case, the new securities are to be delivered to
the Custodian;
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7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that the Custodian shall have taken
reasonable steps to ensure prompt collection of the payment
for, or the return of, such securities by the broker or its
clearing agent; and provided, further, that in any such case,
the 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 Custodian's own negligence or willful misconduct;
8) 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;
provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar 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; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Portfolio, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and the Trust on behalf of the Portfolio, which may be in the
form of cash or obligations issued by the United States
government, its agencies or instrumentalities or an
irrevocable letter of credit, except that in connection with
any loans for which collateral is to be credited to the
Custodian's account in the book-entry system authorized by the
U.S. Department of the Treasury, the Custodian will not be
held liable or responsible for the delivery of securities
owned by the Portfolio prior to the receipt of such
collateral;
11) For delivery as security in connection with any borrowing by
the Trust on behalf of the Portfolio requiring a pledge of
assets by the Trust on behalf of the Portfolio, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Trust on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Exchange
Act and a member of 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 Portfolio
of the Trust;
13) For delivery in accordance with the provisions of any
agreement among the Trust on behalf of the Portfolio, the
Custodian, and a Futures Commission Merchant registered under
the Commodity Exchange Act, relating to compliance with the
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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 Portfolio of the Trust;
14) Upon receipt of instructions from the Transfer Agent for
delivery to such Transfer Agent or to the holders of Shares in
connection with distributions in kind, as may be described
from time to time in the Prospectus, in satisfaction of
requests by holders of Shares for repurchase or redemption or
in liquidation of Portfolio assets; and
15) For any other purpose, but only upon receipt of Proper
Instructions from the Trust on behalf of the applicable
Portfolio specifying the securities to be delivered and the
person or persons to whom such delivery shall be made.
SECTION 3.3 REGISTRATION OF SECURITIES. Domestic Securities held by the
Custodian (other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Trust on behalf of the Portfolio
or of any nominee of the Custodian which nominee shall be assigned exclusively
to the Portfolio, unless the Trust has authorized by Proper Instructions the
appointment of a nominee to be used in common with other registered investment
companies having the same investment adviser as the Portfolio, or in the name or
nominee name of any agent appointed pursuant to Section 3.8 or in the name or
nominee name of any sub-custodian appointed pursuant to Section 2. All
securities accepted by the Custodian on behalf of the Portfolio under the terms
of this Agreement shall be in "street name" or other good delivery form. If,
however, the Custodian is instructed by the Trust in writing to maintain
securities in "street name", the Custodian shall utilize its best efforts only
to timely collect income due the Trust on such securities and to notify the
Trust on a best efforts basis only of corporate actions applying to such
securities, including, without limitation, pendency of calls, maturities, tender
or exchange offers.
SECTION 3.4 BANK ACCOUNTS. The Custodian shall open and maintain a
separate Portfolio Account or Accounts in the United States in the name of each
Portfolio of the Trust, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of the Portfolio, other than cash maintained by the Portfolio in a
bank account established and used in accordance with Rule 17f-3 under the 1940
Act. Monies held by the Custodian for a Portfolio may be deposited by it to its
credit as Custodian in the Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company shall be
qualified to act as a custodian under the 1940 Act. Such monies shall be
deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
SECTION 3.5 COLLECTION OF INCOME. Subject to the provisions of Section
3.3, the Custodian shall collect and deposit in the Portfolio's Account on a
timely basis all income and other payments with respect to registered Domestic
Securities held hereunder to which each Portfolio shall be entitled either by
law or pursuant to custom in the securities business, and shall
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collect and deposit in the Portfolio's Account on a timely basis all income and
other payments with respect to bearer Domestic Securities if, on the date of
payment by the issuer, such securities are held by the Custodian or its agent
thereof and shall credit such income, as collected, to such Portfolio's Account.
Without limiting the generality of the foregoing, the Custodian shall detach and
present for payment all coupons and other income items requiring presentation as
and when they become due and shall collect interest and other payments when due
on securities held hereunder. Income due each Portfolio on securities loaned
pursuant to the provisions of Section 3.2 (10) hereof shall be the
responsibility of the Trust; the Custodian, in its capacity as Custodian, will
have no duty or responsibility in connection therewith, other than to provide
the Trust with such information or data as may be necessary to assist the Trust
in arranging for the timely delivery to the Custodian of the income to which the
Portfolio is properly entitled.
SECTION 3.6 PAYMENT OF TRUST MONIES. Upon receipt of Proper
Instructions on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, the Custodian shall pay out
monies of a Portfolio in the following cases only:
1) Upon the purchase of Domestic Securities, options, futures
contracts or options on futures contracts for the account of
the Portfolio but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or
any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the 1940 Act
to act as a custodian and has been designated by the Custodian
as its agent for this purpose) registered in the name of the
Portfolio or in the name of a nominee of the Custodian
referred to in Section 3.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a
U.S. Securities System, in accordance with the conditions set
forth in Section 3.9 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with the
conditions set forth in Section 3.10; or (d) in the case of
repurchase agreements entered into between the Trust on behalf
of the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an
entry crediting the Custodian's account at the Federal Reserve
Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Portfolio of securities
owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from
the Portfolio;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 3.2
hereof;
3) Upon the purchase of Domestic Securities and prior to receipt
of such securities, but only as set forth in written Proper
Instructions, provided that such Proper
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Instructions shall also set forth (i) the purpose for which
such payment is made, and (ii) the person(s) to whom such
payment is made;
4) For the redemption or repurchase of Shares issued as set forth
in Section 6 hereof;
5) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management,
distribution, auditing, administration, accounting, transfer
agent and legal fees, and operating expenses of the Trust
whether or not such expenses are to be in whole or part
capitalized, accrued or treated as deferred expenses;
6) For the payment of any dividends on Shares declared pursuant
to the governing documents of the Trust;
7) For payment of the amount of dividends received in respect of
securities sold short;
8) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
9) In connection with the borrowing or lending of Domestic
Securities; and
10) For any other purpose, but only upon receipt of Proper
Instructions from the Trust on behalf of the Portfolio
specifying the amount of such payment and naming the person or
persons to whom such payment is to be made.
SECTION 3.7 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES
PURCHASED. In any and every case where payment for purchase of Domestic
Securities for the account of a Portfolio is made by the Custodian in advance of
receipt of the securities purchased in the absence of Proper Instructions from
the Trust on behalf of such Portfolio to so pay in advance, the Custodian shall
be absolutely liable to the Trust for such securities to the same extent as if
the securities had been received by the Custodian except that in the case of
repurchase agreements entered into by the Trust on behalf of a Portfolio with a
bank which is a member of the Federal Reserve System, the Custodian 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 non-proprietary account of the Custodian maintained
with the Federal Reserve Bank of Boston or of the safekeeping receipt, provided
that such securities have in fact been so transferred by book-entry.
SECTION 3.8 APPOINTMENT OF AGENTS. The Custodian may at any time or
times in its discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the 1940 Act to act as a
custodian, as its agent to carry out such of the provisions of this Section 3 as
the Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of its responsibilities
or liabilities
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hereunder and the Custodian shall be liable for the acts or omissions of such
agents to the same extent as if such acts or omissions were performed by the
Custodian itself.
SECTION 3.9 DEPOSIT OF TRUST ASSETS IN U.S. SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S.
Securities System in accordance with applicable Federal Reserve Board and SEC
rules and regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities of the Portfolio in
a U.S. Securities System provided that such securities are
credited to a U.S. Securities System Account, which account
shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for
customers;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System
shall identify by book-entry those securities belonging to the
Portfolio;
3) The Custodian shall pay for securities purchased for the
account of the Portfolio upon (i) receipt of advice from the
U.S. Securities System that such securities have been
transferred to the U.S. Securities System Account, 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 transfer securities sold for
the account of the Portfolio upon (i) receipt of advice from
the U.S. Securities System that payment for such securities
has been transferred to the U.S. Securities System Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account
of the Portfolio. Copies of all advices from the U.S.
Securities System of transfers of securities for the account
of the Portfolio shall identify the Portfolio, be maintained
for the Portfolio by the Custodian and be provided to the
Trust at its request. Upon request, the Custodian shall
furnish the Trust on behalf of the Portfolio confirmation of
each transfer to or from the account of the Portfolio in the
form of a written advice or notice, and shall, on the next
succeeding business day, furnish to the Trust on behalf of the
Portfolio copies of daily transaction sheets reflecting each
day's transactions in the U.S. Securities System for the
account of the Portfolio;
4) The Custodian shall provide the Trust, upon request, with any
report obtained by the Custodian on the U.S. Securities
System's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the U.S.
Securities System;
5) The Custodian shall not act on behalf of the Portfolio under
this Section 3.9 in the absence of a certificate of the
Trust's Secretary or Assistant Secretary indicating the
Board's approval of the initial use of a particular Securities
System by such Portfolio; and
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6) Notwithstanding any provision in this Agreement to the
contrary, the Custodian shall be liable to the Trust for the
benefit of the Portfolio for any loss or damage to the
Portfolio resulting from use of the U.S. Securities System by
reason of any negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of its or their
employees or from failure of the Custodian or any such agent
to enforce effectively such rights as it may have against the
U.S. Securities System; at the election of the Trust, it shall
be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the U.S. Securities System
or any other person which the Custodian may have as a
consequence of any such loss or damage if and to the extent
that the Portfolio has not been made whole for any such loss
or damage.
SECTION 3.10 TRUST ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM.
The Custodian may deposit and/or maintain securities owned by a Portfolio in the
Direct Paper System subject to the following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Trust on behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the
Direct Paper System only if such securities are credited to
the Direct Paper System Account, which account shall not
include any assets of the Custodian other than assets held as
a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System
shall identify by book-entry those securities belonging to the
Portfolio;
4) The Custodian shall pay for securities purchased for the
account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such payment and transfer
of securities to the account of the Portfolio. The Custodian
shall transfer securities sold for the account of the
Portfolio upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for
the account of the Portfolio;
5) The Custodian shall furnish the Trust, upon request, on behalf
of the Portfolio confirmation of each transfer to or from the
account of the Portfolio, in the form of a written advice or
notice, of Direct Paper on the next business day following
such transfer and shall, on the next succeeding business day,
furnish to the Trust on behalf of the Portfolio copies of
daily transaction sheets reflecting each day's transaction in
the Direct Paper System for the account of the Portfolio;
6) The Custodian shall provide the Trust on behalf of the
Portfolio with any report on its system of internal accounting
control as the Trust may reasonably request from time to time;
and
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7) The Custodian shall not with respect to a Portfolio act under
this Section 3.10 in the absence of receipt of an initial
certificate of the Trust's Secretary or an Assistant Secretary
that the Board has approved the initial use of the Direct
Paper System for such Portfolio.
SECTION 3.11 SEGREGATED ACCOUNT. The Custodian shall upon receipt of
Proper Instructions on behalf of each applicable Portfolio establish and
maintain a segregated account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by the Custodian
pursuant to Sections 3.9 and 3.10 hereof, (i) in accordance with the provisions
of any agreement among the Trust on behalf of the Portfolio, 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 Portfolio, (ii) for purposes of segregating liquid assets as
permitted by the SEC in connection with options purchased, sold or written by
the Portfolio or commodity futures contracts or options thereon purchased or
sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio
with the procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the SEC relating to the maintenance of
segregated accounts by registered investment companies and (iv) for any other
purpose, but only in accordance with Proper Instructions from the Trust on
behalf of the applicable Portfolio.
SECTION 3.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian
shall execute ownership and other certificates and affidavits for all federal
and state tax purposes in connection with receipt of income or other payments
with respect to domestic securities of each Portfolio held by it and in
connection with transfers of securities.
SECTION 3.13 PROXIES. The Custodian shall, with respect to the Domestic
Securities held hereunder, cause to be promptly executed by the registered
holder of such securities, if the securities are registered otherwise than in
the name of the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Portfolio such proxies, all proxy soliciting materials
and all notices relating to such securities received by the Custodian from,
among other sources, publications and reporting services routinely used by the
Custodian for that purpose. The Custodian shall not execute any such proxy to
vote thereon, or take any other action with respect thereto, except as directed
pursuant to Proper Instructions.
SECTION 3.14 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject
to the provisions of Section 3.3, the Custodian shall transmit promptly to the
Trust for each Portfolio written information with respect to materials received
by the Custodian (including, without limitation, class action notices, pendency
of calls and maturities of Domestic Securities and
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expirations of rights in connection therewith) from issuers of the securities
being held for the account of the Portfolio or from publications or reporting
services routinely used by the Custodian for that purpose and, with respect to
tender or exchange offers, from issuers of the securities whose tender or
exchange is sought and from the party (or his agents) making the tender or
exchange offer. If the Portfolio desires to take action with respect to any
tender offer, exchange offer or any other similar transaction, the Portfolio
shall notify the Custodian by Proper Instructions prior to the deadline
established by the Custodian in its reasonable discretion for receipt of such
instructions and communicated to the Portfolio. Upon receipt of such Proper
Instructions, the Custodian shall execute all tender offers, exchange offers or
other similar transactions, provided that (i) the Custodian is in actual
possession of such securities, (ii) the Custodian receives Proper Instructions
with regard to the exercise of any tender, exchange or other similar
transaction, and both (i) and (ii) occur prior to the deadline established by
the Custodian and communicated to the Portfolio. If the Portfolio fails to
provide the Custodian with timely instructions with respect to any tender offer,
exchange offer or any other similar transaction, the Custodian shall take no
action in relation to that transaction, except as otherwise agreed in writing by
the Custodian and the Portfolio or as may be set forth by the Custodian as a
default action with respect to that transaction.
SECTION 4. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER OF THE STATE STREET
PORTFOLIOS
SECTION 4.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The
Trust, by resolution adopted by the Board, hereby delegates to the Custodian
with respect to the State Street Portfolios, subject to Section (b) of Rule
17f-5, the responsibilities set forth in this Section 4 with respect to Foreign
Assets of the State Street Portfolios held outside the United States, and the
Custodian hereby accepts such delegation, as Foreign Custody Manager with
respect to the State Street Portfolios.
SECTION 4.2 COUNTRIES COVERED. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the State Street Portfolios, and only with respect to the
countries and custody arrangements for each such country listed from time to
time on Schedule A to this Agreement, which list of countries may be amended
from time to time by the Trust 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 State Street 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 4.6 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 the Trust on behalf of the State Street
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 State Street Portfolios responsibility as Foreign Custody Manager
with respect to that country and to have accepted such delegation. Following the
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receipt of Proper Instructions directing the Foreign Custody Manager to close
the account of a State Street 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 State Street 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 State Street 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
Trust. Sixty days (or such longer period as the parties may agree to in writing
reasonably and in good faith) after receipt of any such notice by the Trust, the
Custodian shall have no further responsibility as Foreign Custody Manager to the
Trust (or any Portfolio thereof) with respect to the country as to which the
Custodian's acceptance of delegation is withdrawn.
SECTION 4.3 SCOPE OF DELEGATED RESPONSIBILITIES.
4.3.1. Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section 4, 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).
4.3.2. Contracts With Eligible Foreign Custodians. The Foreign Custody
Manager shall determine that the written 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).
4.3.3. 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 performance under 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 4.6 hereunder.
SECTION 4.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For
purposes of this Section 4, the Board shall be deemed to have considered and
determined to accept such
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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 State Street Portfolios.
SECTION 4.5 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF THE STATE
STREET PORTFOLIOS. 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.
SECTION 4.6 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 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 State Street Portfolios described in
this Section 4 (including without limitation a change which may, in the Foreign
Custody Manager's reasonable belief, cause the Eligible Foreign Custodian to no
longer meet the requirements of Rule 17f-5) reasonably promptly following the
occurrence of the material change.
SECTION 4.7 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign
Custody Manager represents to the Trust that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. The Trust represents 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 Agreement
to the Custodian as the Foreign Custody Manager of the State Street Portfolios.
SECTION 4.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS
FOREIGN CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign
Custody Manager of the State Street Portfolios shall be effective as of the date
of execution of this Agreement and shall remain in effect until terminated with
respect to any Trust (or any Portfolio thereof) at any time, without penalty, by
written notice from the terminating party to the non-terminating party.
Termination will become effective sixty (60) days after receipt by the
non-terminating party of such notice or, in the case of termination by the
Foreign Custody Manager, such longer period as the parties may agree to in
writing reasonably and in good faith. The provisions of Section 4.2 hereof shall
govern the delegation to and termination of the Custodian as Foreign Custody
Manager of the State Street Portfolios with respect to designated countries.
SECTION 4.9 ELIGIBLE SECURITIES DEPOSITORIES.
4.9.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the
Trust (or its duly-authorized investment manager or investment advisor) 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 the Trust (or its duly-authorized
investment manager or investment advisor) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.
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4.9.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable
care, prudence and diligence in performing the duties set forth in Section
4.9.1.
SECTION 5. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE STATE STREET
PORTFOLIOS HELD OUTSIDE OF THE UNITED STATES
SECTION 5.1 HOLDING SECURITIES. The Custodian shall identify on its
books as belonging to the State Street 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 State Street
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
State Street Portfolios which are maintained in such account shall identify
those securities as belonging to the State Street 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.
SECTION 5.2 FOREIGN SECURITIES SYSTEMS. Foreign Securities shall be
maintained in a Foreign Securities System in a designated country only through
arrangements implemented by the Foreign Sub-Custodian or Sub-Custodians in such
country pursuant to the terms of this Agreement.
SECTION 5.3 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
5.3.1. Delivery of Foreign Securities. The Custodian or a Foreign
Sub-Custodian shall release and deliver Foreign Securities of the State Street
Portfolios held by 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:
(1) upon the sale of such Foreign Securities for the State Street
Portfolios in accordance with customary market practice
generally accepted by Institutional Clients in the country
where such foreign securities are held or traded, including,
if applicable and 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;
(2) in accordance with customary market practice generally
accepted by Institutional Clients, in connection with any
repurchase agreement related to Foreign Securities;
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(3) to the depository agent in connection with tender or other
similar offers for Foreign Securities of the State Street
Portfolios;
(4) to the issuer thereof or its agent when such Foreign
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 a Foreign Sub-Custodian;
(5) 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 securities, certificates or other evidence representing the
same aggregate face amount or number of units;
(6) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with customary
market practice generally accepted by Institutional Clients;
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;
(7) 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;
(8) 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;
(9) for delivery as security in connection with any borrowing by
the State Street Portfolios requiring a pledge of assets by
such Portfolios;
(10) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(11) in connection with the lending of Foreign Securities;
(12) upon receipt of instructions from the Transfer Agent for
delivery to such Transfer Agent or to the holders of Shares in
connection with distributions in kind, as may be described
from time to time in the Prospectus, in satisfaction of
requests by holders of Shares for repurchase or redemption or
in liquidation of Portfolio assets; and
16
(13) for any other purpose, but only upon receipt of Proper
Instructions from the Trust on behalf of the applicable
Portfolio specifying the securities to be delivered and the
person or persons to whom such delivery shall be made.
5.3.2. 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 State Street Portfolio in the following cases only:
(1) upon the purchase of Foreign Securities for the State Street
Portfolio in accordance with customary market practice
generally accepted by Institutional Clients, including, if
applicable and without limitation: (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;
(2) in connection with the conversion, exchange or surrender of
Foreign Securities of the State Street Portfolio;
(3) for the payment of any expense or liability of the State
Street Portfolio, including but not limited to the following
payments: interest, taxes, management, distribution, auditing,
administration, accounting, transfer agency fees, fees under
this Agreement, legal fees, accounting fees, and other
operating expenses of the Portfolio whether or not such
expenses are to be in whole or in part capitalized, accrued or
treated as deferred expenses;
(4) for the purchase or sale of foreign exchange or foreign
exchange contracts for the State Street Portfolio, including
transactions executed with or through the Custodian or its
Foreign Sub-Custodians;
(5) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(6) in connection with the borrowing or lending of Foreign
Securities;
(7) for the redemption or repurchase of shares issued as set forth
in Section 6 hereof;
(8) for the payment of any dividends on shares declared pursuant
to the governing documents of the Trust;
(9) for payment of the amount of dividends received in respect of
securities sold short; and
17
(10) for any other purpose, but only upon receipt of Proper
Instructions from the Trust on behalf of the Portfolio
specifying the amount of such payment and naming the person or
persons to whom such payment is to be made.
5.3.3. Market Conditions. Notwithstanding any provision of this
Agreement to the contrary, settlement and payment for securities received for
the account of each applicable State Street Portfolio and delivery of securities
maintained for the account of each such applicable Portfolio may be effected in
accordance with the customary securities trading or securities processing
practices and procedures generally accepted by Institutional Clients, 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, but in all cases subject to the standard of care set forth in Section 14
hereof.
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.
SECTION 5.4 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 State Street
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 Trust on
behalf of such Portfolio agrees to hold any such nominee harmless from any
liability as a holder of record of such Foreign Securities, absent such
nominee's negligence or willful misconduct. The Custodian or a Foreign
Sub-Custodian shall not be obligated to accept securities on behalf of a State
Street Portfolio under the terms of this Agreement unless the form of such
securities and the manner in which they are delivered are in accordance with
customary market practice generally accepted by Institutional Clients.
SECTION 5.5 BANK ACCOUNTS. The Custodian shall identify on its books as
belonging to the Trust 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 opened and maintained outside the
United States on behalf of a State Street Portfolio with a Foreign Sub-Custodian
shall be subject only to draft or order by the Custodian or 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 State Street Portfolio.
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SECTION 5.6 COLLECTION OF INCOME. The Custodian shall use reasonable
commercial efforts to timely collect all income and other payments with respect
to the Foreign Assets held hereunder to which the State Street 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 Trust and the Custodian shall consult as to such measures and as to
the compensation and expenses of the Custodian relating to such measures.
SECTION 5.7 SHAREHOLDER RIGHTS. With respect to the Foreign Securities
held pursuant to this Agreement, the Custodian will use reasonable commercial
efforts, to facilitate the exercise of voting and other shareholder rights, in
those markets in which such services are offered by the Custodian (as identified
from time to time by the Custodian to the Trust), subject always to the laws,
regulations and practical constraints that may exist in the country where such
securities are issued.
SECTION 5.8 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The
Custodian shall transmit promptly to the Trust written information with respect
to materials received by the Custodian via the Foreign Sub-Custodians
(including, without limitation, pendency of calls and maturities of Foreign
Securities and expirations of rights in connection therewith) from issuers of
the Foreign Securities being held for the account of the State Street Portfolios
or from publications or reporting services routinely used by the Custodian or
Sub-Custodian for that purpose and, with respect to tender or exchange offers,
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. If the Trust
desires to take action with respect to any tender offer, exchange offer or any
other similar transaction, the Trust shall notify the Custodian by Proper
Instructions prior to the deadline established by the Custodian in its
reasonable discretion for receipt of such instructions and communicated to the
Trust. Upon receipt of such Proper Instructions, the Custodian or the respective
Sub-Custodian shall execute all tender offers, exchange offers or any other
similar transaction, provided that (i) the Custodian or the respective Foreign
Sub-Custodian is in actual possession of such Foreign Securities or property,
(ii) the Custodian receives Proper Instructions with regard to the exercise of
any tender, exchange or other similar transaction, and both (i) and (ii) occur
prior to the deadline for receipt of Proper Instructions established by the
Custodian and communicated to the Trust. If the Trust fails to provide the
Custodian with timely instructions with respect to any tender offer, exchange
offer or any other similar transaction, the Custodian shall take no action in
relation to that transaction, except as otherwise agreed in writing by the
Custodian and the Trust or as may be set forth by the Custodian as a default
action with respect to that transaction.
SECTION 5.9 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 the extent possible, 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-
19
Custodian's performance of such obligations. At the Trust's election, the State
Street 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 State Street Portfolios have not been made whole for any
such loss, damage, cost, expense, liability or claim.
SECTION 5.10 TAX RECLAIMS.
Subject to the provisions of this section, the Custodian shall apply
for a reduction of withholding tax and any refund of any tax paid or tax credits
in respect of income payments on Portfolio assets that Custodian believes may be
available. The provision of a tax reclamation service by the Custodian with
respect to any Portfolio is conditional upon Custodian receiving from the
Portfolio (or Trust on behalf of the Portfolio) (i) a declaration of its
identity and place of residence and (ii) certain other documentation required
for the Custodian to perform the reclamation service.
The Custodian shall perform tax reclamation services only with respect
to taxation levied by the revenue authorities of the countries advised by the
Custodian to the Portfolios from time to time and may, by notification in
writing, in its absolute discretion, supplement or amend the countries in which
the tax reclamation services are offered. Other than as expressly provided in
this section 5.10, Custodian shall have no responsibility with regard to a
Portfolio's tax position or status in any jurisdiction.
SECTION 5.11 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE TRUST. Upon
request of the Trust, the Custodian will use its best efforts to arrange for the
independent accountants of the Trust to be afforded access to the books and
records of any Foreign Sub-Custodian insofar as such books and records relate to
the performance of such Foreign Sub-Custodian under its agreement with the
Custodian or to the securities or assets of a State Street Portfolio held by
such Foreign Sub-Custodian.
SECTION 5.12 REPORTS. The Custodian will supply to the Trust, from time
to time, as mutually agreed upon, statements in respect of the securities and
other assets of the State Street Portfolio(s) held by Foreign Sub-Custodians,
including but not limited to an identification of entities having possession of
the State Street Portfolio(s) securities and other assets and advices or
notifications of any transfers of securities to or from each account maintained
by a Foreign Sub-Custodian for the Custodian on behalf of the customers of the
Custodian indicating, with respect to securities held for a State Street
Portfolio, the entity having physical possession of such securities if such
securities exist in physical form.
SECTION 5.13 CONFLICT. If the Custodian is delegated the
responsibilities of Foreign Custody Manager pursuant to the terms of Section 4
hereof, in the event of any conflict between the provisions of Sections 4 and 5
hereof, the provisions of Section 4 shall prevail.
SECTION 6. PAYMENTS FOR SALES AND FOR REPURCHASES OR REDEMPTIONS OF SHARES
20
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent, and deposit into the Portfolio's Account such consideration
as is received therefrom for Shares of that Portfolio issued or sold from time
to time by the Trust. The Custodian will provide timely notification to the
Trust on behalf of each such Portfolio and the Transfer Agent of any receipt by
it of consideration for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make monies
available for payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In connection with
the redemption or repurchase of Shares, the Custodian is authorized upon receipt
of instructions from the Transfer Agent to wire monies to or through a
commercial bank designated by the redeeming shareholders. In connection with the
redemption or repurchase of Shares, the Custodian shall honor checks drawn on
the Custodian by a holder of Shares, which checks have been furnished by the
Trust to the holder of Shares, when presented to the Custodian in accordance
with such procedures and controls as are mutually agreed upon from time to time
between the Trust and the Custodian.
SECTION 7. PROPER INSTRUCTIONS
Proper Instructions as used throughout this Agreement means (i) a
tested telex, (ii) a written (including, without limitation, facsimile
transmission) request, direction, instruction or certification signed or
initialed by or on behalf of the Trust by one or more person or persons as the
Board shall have from time to time authorized (each an "Authorized Person");
(iii) a telephonic or other oral communication by one or more Authorized
Persons; or (iv) a communication effected directly between an electro-mechanical
or electronic device or system (including, without limitation, computers) by or
on behalf of the Trust by one or more Authorized Persons; provided, however,
that communications of the types described in clauses (iii) and (iv) above
purporting to be given by an Authorized Person shall be considered Proper
Instructions only if the Custodian reasonably believes such communications to
have been given by an Authorized Person with respect to the transaction
involved. Proper Instructions in the form of oral communications shall be
confirmed by the Trust by tested facsimile or in writing in the manner set forth
in clause (ii) above; each such writing shall set forth the specific transaction
or type of transaction involved, including a specific statement of the purpose
for which such action is requested. For purposes of this Section, Proper
Instructions shall include instructions received by the Custodian pursuant to
any three-party agreement which requires a segregated asset account in
accordance with Section 3.11 hereof.
SECTION 8. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from the
Trust on behalf of each applicable Portfolio:
21
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Agreement, provided that (i) such payments
will not be in excess of amounts agreed to in writing from
time to time by the Custodian and the Trust, and (ii) all such
payments shall be accounted for to the Trust on behalf of the
Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments received by the
Custodian for the account of a Portfolio; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Portfolio except as otherwise directed by the Board.
SECTION 9. EVIDENCE OF AUTHORITY
The Custodian 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 have been properly executed by or on behalf
of the Trust. The Custodian may receive and accept a copy of a Certified
Resolution as conclusive evidence (a) of the authority of any person to act in
accordance with such resolution or (b) of any determination or of any action by
the Board as described in such resolution, and such resolution may be considered
as in full force and effect until receipt by the Custodian of written notice to
the contrary.
SECTION 10. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board to keep the books of account of
each Portfolio and/or compute the net asset value per Share of the outstanding
Shares or, if directed in writing to do so by the Trust on behalf of the
Portfolio, shall itself keep such books of account and/or compute such net asset
value per Share. If so directed, the Custodian shall also calculate daily the
net income of the Portfolio as described in the Prospectus and shall advise the
Trust and the Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Trust to do so, shall advise the
Transfer Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per Share and the daily
income of each Portfolio shall be made at the time or times described from time
to time in the Prospectus.
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SECTION 11. RECORDS
The Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Agreement in
such manner as will meet the obligations of the Trust under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
The Custodian shall keep such other books and records of each Portfolio as the
Trust and the Custodian may agree from time to time. All such records shall be
the property of the Trust and shall at all times during the regular business
hours of the Custodian be open for inspection by duly authorized officers,
employees or agents of the Trust (including without limitation its independent
certified public accountants) and employees and agents of the SEC. The Custodian
shall, at the Trust's request, supply the Trust with a tabulation of securities
owned by each Portfolio and held by the Custodian and shall, when requested to
do so by the Trust and for such compensation as shall be agreed upon between the
Trust and the Custodian, include certificate numbers in such tabulations.
SECTION 12. OPINION OF TRUST'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Trust on behalf
of each applicable Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Trust's independent accountants with respect
to its activities hereunder in connection with the preparation of the Trust's
applicable registration statement or amendments thereto, and Form N-SAR or other
annual reports to the SEC and with respect to any other requirements thereof.
SECTION 13. REPORTS TO TRUST BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the Trust, on behalf of each of the
Portfolios at such times as the Trust may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a U.S. Securities System or a Foreign Securities System, relating to the
services provided by the Custodian under this Agreement; such reports, shall be
of sufficient scope and in sufficient detail, as may reasonably be required by
the Trust to provide reasonable assurance that any material inadequacies would
be disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
SECTION 14. RESPONSIBILITY OF CUSTODIAN
The Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Agreement and shall not be responsible for
the title, validity or genuineness of any property or evidence of title thereto
received or delivered by it hereunder if it has exercised such reasonable care,
but shall be indemnified and held harmless by the Trust from and against
23
any and all costs, reasonable expenses, claims, losses, damages, charges,
reasonable counsel fees, payments and liabilities which may be asserted against
the Custodian and shall be without liability to the Trust (i) in acting upon any
notice, request, consent, certificate or other instrument reasonably believed by
it to be genuine and signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement, (ii) for any action taken or omitted by it in good
faith without negligence and (iii) except as may arise from the negligence or
willful misconduct of the Custodian or a subcustodian or agent appointed by the
Custodian, (a) in acting in accordance with any Proper Instruction, or (b) for
any acts and omissions of CHASE. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Trust) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice. The Custodian shall be without liability to the Trust and the
Portfolios for any loss, liability, claim or expense resulting from or caused by
anything which is part of Country Risk, including without limitation
nationalization, expropriation, currency restrictions, or acts of war,
revolution, riots or terrorism.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to the Trust for any loss, liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of the Custodian or any sub-custodian or Securities
System or any agent or nominee of any of the foregoing, including, without
limitation, the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions, work
stoppages, natural disasters, or other similar events or acts; (ii) errors by
the Trust or the Investment Advisor in their instructions to the Custodian
provided such instructions have been in accordance with this Agreement; (iii)
the insolvency of or acts or omissions by a Securities System; (iv) any delay or
failure of any broker, agent or intermediary, central bank or other commercially
prevalent payment or clearing system to deliver to the Custodian's sub-custodian
or agent securities purchased or in the remittance or payment made in connection
with securities sold; (v) any delay or failure of any company, corporation, or
other body in charge of registering or transferring securities in the name of
the Custodian, the Trust, the Custodian's sub-custodians, nominees or agents or
any consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security or
Securities System; and (vii) any change to provision of any present or future
law or regulation or order of the United States of America, or any state
thereof, or any other country, or political subdivision thereof or of any court
of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian (as defined in Section 5 hereof) to the same extent as set forth
with respect to sub-custodians generally in this Agreement.
24
If the Trust on behalf of a Portfolio requires the Custodian to take
any action with respect to securities, which action involves the payment of
money or which action may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Trust or the Portfolio being liable for
the payment of money or incurring liability of some other form, the Trust on
behalf of the Portfolio, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
If a Trust requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, foreign exchange contracts and assumed settlement)
and such advance is not made pursuant to any other agreement between the Trust
and the Custodian, or in the event that the Custodian 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
applicable Portfolio shall be security therefor and should the Trust fail to
repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of such Portfolio's assets to the extent necessary
to obtain reimbursement, provided, however, that the interest of the Custodian
created by this provision shall be a subordinate interest with respect to 95% of
the gross assets of the applicable Portfolio to the extent that such interest
would make such assets otherwise ineligible to cover such Portfolio's "senior
security" positions within the meaning of the 1940 Act. Unless the Custodian
determines in good faith that prompt action is required to avoid a risk of loss
by the Custodian, prior to utilizing a Portfolio's available cash or disposing
of its assets as contemplated by the preceding sentence, the Custodian shall
notify the Trust and provide the Trust with an opportunity to pay amounts owed
by the Portfolio to the Custodian.
Promptly after receipt by the Custodian under this Section 14 of notice
of commencement of any action, the Custodian will, if a claim in respect thereof
is to be made against the Trust under this Section, notify the Trust of the
commencement thereof; but the omission so to notify the Trust will not relieve
it from any liability which it may have to the Custodian otherwise than under
this Section. In case any such action is brought against the Custodian, and it
notifies the Trust of the commencement thereof, the Trust will be entitled to
participate therein and, to the extent that it may wish, assume the defense
thereof. After notice from the Trust of its intention to assume the defense of
an action, the Custodian shall bear the expense of any additional counsel
obtained by it, and the Trust shall not be liable to the Custodian under this
Section for any legal or other expenses subsequently incurred by the Custodian
in connection with the defense thereof, other than reasonable costs of
investigation. The Custodian shall in no case confess any claim or make any
compromise in any case in which the Trust is asked to indemnify the Custodian
except with the Trust's prior written consent.
In no event shall the Custodian be liable for indirect, special or
consequential damages.
25
SECTION 15. WAIVERS AND AMENDMENTS
No provisions of this Agreement may be waived or amended except by a
statement in writing signed by the party against which enforcement of such
waiver or amendment is sought; provided, however, that:
(a) Exhibit A listing the Portfolios of each Trust for which the
Custodian serves as custodian may be amended from time to time
to add one or more series of Shares for one or more Trusts, by
each such Trust's execution and delivery to the Custodian of
an amended Exhibit A, and the execution of such amended
Exhibit by the Custodian, in which case such amendment shall
take effect upon execution thereof by the Custodian and such
series of Shares shall become a Portfolio hereunder;
(b) Exhibit A may be amended from time to time to delete one or
more Portfolios (but less than all of the Portfolios) of one
or more of the Trusts as provided in Section 16 below; and
(c) One or more investment companies (each, a "New Trust") may
become parties to the Agreement by (i) the New Trust's
execution and delivery to the Custodian of (a) a letter
agreeing to the provisions of this Agreement, and (ii) amended
Exhibit A, and (ii) the execution of such letter and amended
Exhibit A by the Custodian, in which case such amendment shall
take effect upon execution by the Custodian and the New Trust
shall be a party to this Agreement.
SECTION 16. EFFECTIVE PERIOD AND TERMINATION
This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, and
may be amended at any time by mutual agreement of the parties hereto.
This Agreement shall continue in full force and effect until the first
to occur of: (a) termination by the Custodian by an instrument in writing
delivered or mailed to the Trust, such termination to take effect not sooner
than 60 days after the date of such delivery; (b) termination by the Trust by an
instrument in writing delivered or mailed to the Custodian, such termination to
take effect no sooner than 60 days after the date of such delivery; or (c)
termination by the Trust by written notice delivered to the Custodian, based
upon such Trust's determination that there is a reasonable basis to conclude
that the Custodian is insolvent or that the financial condition of the Custodian
is deteriorating in any material respect, in which case termination shall take
effect upon the Custodian's receipt of such notice or at such later time as such
Trust shall designate. In the event of termination pursuant to this Section by
any Trust (a "Terminating Trust"), each Terminating Trust shall make payment of
all accrued fees and unreimbursed expenses with respect to such Terminating
Trust within a reasonable time following termination and delivery of a statement
to the Terminating Trust setting forth such fees and expenses. The termination
26
of a Trust pursuant to this Section shall constitute a termination of this
Agreement only with respect to such Trust and shall not affect the obligations
of the Custodian and the other Trusts set forth in Exhibit A, as amended from
time to time.
This Agreement may be terminated as to one or more of a Trust's
Portfolios (but less than all of its Portfolios) by delivery of Proper
Instructions and amended Exhibit A deleting such Portfolios, in which case
termination as to such deleted Portfolios shall take effect 60 days after the
date of the Custodian's receipt thereof. The delivery of such Proper
Instructions and amended Exhibit which delete one or more Portfolios shall
constitute a termination of this Agreement only with respect to such deleted
Portfolio(s) and shall not affect the obligations of the Custodian and the Trust
hereunder with respect to the other Portfolios set forth on Exhibit A, as
amended from time to time.
The Trust shall not amend or terminate this Agreement in contravention
of any applicable federal or state regulations, or any provision of the Trust's
Declaration of Trust.
SECTION 17. SUCCESSOR CUSTODIAN.
The Trust on behalf of one or more of the Portfolios may at any time
substitute another bank or trust company for the Custodian upon 30 days' written
notice to the Custodian. If a successor custodian for the assets of one or more
Portfolios shall be appointed by the Board, the Custodian shall, upon
termination, deliver to such successor custodian at the office of the Custodian,
duly endorsed and in the form for transfer, all securities, monies and other
properties of each applicable Portfolio then held by it hereunder and all
instruments held by the Custodian relative thereto and all other property held
by it under this Agreement on behalf of each applicable Portfolio, and shall
transfer to an account of the successor custodian all of the securities of each
such Portfolio held in a Securities System and the records described in Section
11 hereof
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a Certified Resolution, deliver at the office of
the Custodian and transfer such securities, Trusts and other properties in
accordance with such resolution.
In the event that no written order designating a successor custodian or
Certified Resolution shall have been delivered to the Custodian on or before the
date when such termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which is a "bank" as defined in
the 1940 Act, of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$25,000,000, all securities, monies and other properties held by the Custodian
on behalf of each applicable Portfolio and all instruments held by the Custodian
relative thereto and all other property held by it under this Agreement on
behalf of each applicable Portfolio, and to transfer to an account of such
successor custodian all of the securities of each such Portfolio held in any
Securities System and the records described in Section 11 hereof. Thereafter,
such bank or trust company shall be the successor of the Custodian under this
Agreement.
27
In the event that securities, monies and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the Certified Resolution to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such securities,
monies and other properties and the provisions of this Agreement relating to the
duties and obligations of the Custodian shall remain in full force and effect.
SECTION 18. GENERAL
SECTION 18.1 COMPENSATION OF CUSTODIAN. The Custodian shall be entitled
to reasonable compensation for its services and expenses as Custodian, as agreed
upon from time to time between the Trust on behalf of each applicable Portfolio
and the Custodian.
SECTION 18.2 MASSACHUSETTS LAW TO APPLY. This Agreement shall be
construed and the provisions thereof interpreted under and in accordance with
laws of The Commonwealth of Massachusetts.
SECTION 18.3 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with
the operation of this Agreement, the Custodian and the Trust on behalf of each
of the Portfolios, may from time to time agree 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 provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Trust's Declaration of Trust. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Agreement.
All references herein to "Trust" mean each of the investment companies
severally and not jointly listed on Exhibit A hereto, as amended from time to
time, and shall also include, when such Trust shall have multiple Portfolios,
the Trust acting on behalf of each such Portfolio severally and not jointly; all
references herein to "Portfolio" or "Portfolios" mean, in the case of a Trust
without multiple Portfolios, the Trust or the assets of the Trust, as the case
may be.
SECTION 18.4 PRIOR AGREEMENTS. This Agreement supersedes and
terminates, as of the date hereof, all prior Agreements between the Trust on
behalf of each of the Portfolios and the Custodian relating to the custody of
the Trust's assets.
SECTION 18.5 ASSIGNMENT. This Agreement may not be assigned by the
Custodian without the written consent of the Board of the Trust, except that the
Custodian may assign its rights and obligations hereunder to a party
controlling, controlled by, or under common control with the Custodian. This
Agreement may not be assigned by the Trust without the written consent of the
Custodian.
28
SECTION 18.6 NOTICES. Any notice, instruction or other instrument
required to be given hereunder may be delivered in person to the offices of the
parties as set forth herein during normal business hours or delivered prepaid
registered mail or by telecopy, electronic mail, or transmission via generally
accepted electronic securities or trade delivery networks to the parties at the
following addresses or such other addresses as may be notified by any party from
time to time.
To the Trust: *[TRUST NAME]
c/o Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Treasurer of the MFS Funds
Telephone: 000-000-0000
Telecopy: 000-000-0000
To the Custodian: STATE STREET BANK AND TRUST COMPANY
Lafayette Corporate Center,
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. (Xxxxx) Xxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
Such notice, instruction or other instrument shall be deemed to have
been served in the case of a registered letter at the expiration of five
business days after posting, and, in the case of telecopy, electronic mail, or
transmission via generally accepted electronic securities systems or trade
delivery networks (collectively, "Electronic Means"), immediately on dispatch
and if delivered outside normal business hours it shall be deemed to have been
received at the next time after delivery when normal business hours commence;
provided, however, that in the event the sender receives an automatic return
message by Electronic Means that the notice, instruction or other instrument
sent by Electronic Means has not in fact been received, such notice, instruction
or other instrument shall not be deemed to have been served. Evidence that the
notice was properly addressed, stamped and put into the post shall be conclusive
evidence of posting.
SECTION 18.7 REPRODUCTION OF DOCUMENTS. This Agreement and all
schedules, exhibits, attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties hereto all/each agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, provided that the original is not in
existence.
SECTION 18.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute but one and the same Agreement.
29
SECTION 18.9 SEVERABILITY. In the event any provision of this Agreement
is held illegal, void or unenforceable, the balance shall remain in effect.
SECTION 18.10 HEADINGS. Headings in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
SECTION 18.11 ENTIRE AGREEMENT. This Agreement (including all
schedules, appendices, exhibits and attachments hereto) constitutes the entire
Agreement between the parties with respect to the subject matter hereof.
SECTION 18.12. EFFECT OF AMENDMENTS TO EXHIBITS AND SCHEDULES.
Any duly-authorized amendment to Exhibit A, Exhibit B, Schedule A, Schedule B,
Schedule C or any other exhibit, amendment, appendix or addendum hereto shall be
deemed to be an amendment to this Agreement solely with respect to the Custodian
and the Trust (including its Portfolios) effected by such amendment, and not
with respect to any Trust or Portfolio not effected thereby.
SECTION 18.13. EXECUTION OF DOCUMENTS, ETC.
(a) Actions by the Trust. Upon request, the Trust shall execute and
deliver to the Custodian such proxies, powers of attorney or other instruments
as may be reasonable and necessary or desirable in connection with the
performance by the Custodian or any Foreign Sub-Custodian of their respective
obligations hereunder, provided that the exercise by the Custodian or any
Foreign Sub-Custodian of any such rights shall in all events be in compliance
with the terms hereof.
(b) Actions by Custodian. Upon receipt of Proper Instructions, the
Custodian shall execute and deliver to the Trust or to such other parties as the
Trust may designate in such Proper Instructions, all such documents, instruments
or agreements as may be reasonable in order to effectuate the transactions
contemplated hereby.
SECTION 18.14. SCOPE OF TRUST'S OBLIGATIONS. A copy of each Trust's
Declaration of Trust of is on file with the Secretary of State of The
Commonwealth of Massachusetts. The Custodian acknowledges that the obligations
of or arising out of this Agreement with respect to a Trust are not binding upon
any of the Trust's trustees, officers, employees, agents or shareholders
individually, but are binding solely upon the assets and property of the Trust
in accordance with its proportionate interest hereunder. The Custodian further
acknowledges that the assets and liabilities of each Portfolio are separate and
distinct, and that the obligations of or arising out of this Agreement are
binding solely upon the assets or property of the Portfolio on behalf of which
the Trust has executed this instrument. The Custodian also agrees that the
obligations of each Trust and Portfolio hereunder shall be several and not
joint, in accordance with its proportionate interest hereunder, and agrees not
to proceed against any Trust or Portfolio for the obligations of another Trust
or Portfolio.
SECTION 18.15 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2
requires banks which hold securities for the account of customers to respond to
requests by issuers of
30
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Custodian needs the Trust to indicate whether it authorizes the
Custodian to provide the Trust's name, address, and share position to requesting
companies whose securities the Trust owns. If the Trust tells the Custodian
"no", the Custodian will not provide this information to requesting companies.
If the Trust tells the Custodian "yes" or does not check either "yes" or "no"
below, the Custodian is required by the rule to treat the Trust as consenting to
disclosure of this information for all securities owned by the Trust or any
monies or accounts established by the Trust. For the Trust's protection, the
Rule prohibits the requesting company from using the Trust's name and address
for any purpose other than corporate communications. Please indicate below
whether the Trust consents or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Trust's name,
address, and share positions.
NO [X] The Custodian is not authorized to release the Trust's name,
address, and share positions.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of July 2, 2001 .
EACH OF THE ENTITIES SET FORTH ON ATTESTED TO BY:
EXHIBIT A HERETO
By: XXXXX X. XXXX By: XXXXX X. XXXXXXXXX, XX.
----------------------------- -------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxxxxxxx, Xx.
----------------------------- -------------------------------
Title: Treasurer Title: Assistant Secretary
----------------------------- -------------------------------
STATE STREET BANK AND TRUST COMPANY ATTESTED TO BY:
By: XXXXXX X. XXXXXX By: XXXXX X. XXXXXXXX
----------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxx
----------------------------- -------------------------------
Title: Executive Vice President Title: Vice President
----------------------------- -------------------------------
31
As of July 2, 2001
Exhibit A to Custodian Contract
-------------------------------------------------------------------------------------------------
Name of Trust/Portfolio State Street Portfolio Chase Portfolio
-------------------------------------------------------------------------------------------------
I. MFS Family of Funds
MFS Series Trust I:
Managed Sectors Fund (MMS) (check)
------------------------------------------------------------------------------------------------
Cash Reserve Fund (MCF) N/A N/A
-------------------------------------------------------------------------------------------------
Global Asset Allocation Fund (MAA) (check)
-------------------------------------------------------------------------------------------------
Strategic Growth Fund (AGF) (check)
-------------------------------------------------------------------------------------------------
Research Gr. and Inc. Fund (RGI) (check)
-------------------------------------------------------------------------------------------------
Value Fund (EIF) (check)
-------------------------------------------------------------------------------------------------
Core Growth Fund (CGF) (check)
-------------------------------------------------------------------------------------------------
New Discovery Fund (NDF) (check)
-------------------------------------------------------------------------------------------------
Technology Fund (SCT) (check)
-------------------------------------------------------------------------------------------------
Research International Fund (RIF) (check)
-------------------------------------------------------------------------------------------------
Global Telecommunications (GTF) (check)
-------------------------------------------------------------------------------------------------
Japan Equity (MJE) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust II:
-------------------------------------------------------------------------------------------------
Emerging Growth Fund (MEG) (check)
-------------------------------------------------------------------------------------------------
Large Cap Growth Fund (MCG) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust III:
-------------------------------------------------------------------------------------------------
High Income Fund (MFH) (check)
-------------------------------------------------------------------------------------------------
High Yield Opportunities Fund (HYO) (check)
-------------------------------------------------------------------------------------------------
Municipal High Income Fund (MMH) N/A N/A
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust IV:
-------------------------------------------------------------------------------------------------
Money Market Fund (MMM) N/A N/A
-------------------------------------------------------------------------------------------------
Gov't. Money Mkt. Fund (MMG) N/A N/A
-------------------------------------------------------------------------------------------------
Municipal Bond Fund (MMB) N/A N/A
-------------------------------------------------------------------------------------------------
Mid Cap Growth Fund (OTC) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust V:
-------------------------------------------------------------------------------------------------
Total Return Fund (MTR) (check)
-------------------------------------------------------------------------------------------------
Research Fund (MFR) (check)
-------------------------------------------------------------------------------------------------
Int'l New Discovery Fund (MIO) (check)
-------------------------------------------------------------------------------------------------
Int'l Strategic Growth Fund (MGR) (check)
-------------------------------------------------------------------------------------------------
Int'l Value Fund (MIV) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust VI:
-------------------------------------------------------------------------------------------------
Global Total Return Fund (MWT) (check)
-------------------------------------------------------------------------------------------------
Utilities Fund (MMU) (check)
-------------------------------------------------------------------------------------------------
Global Equity Fund (MWE) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust VII:
Global Governments Fund (MWG) (check)
-------------------------------------------------------------------------------------------------
Capital Opportunities Fund (MVF) (check)
-------------------------------------------------------------------------------------------------
32
-------------------------------------------------------------------------------------------------
Name of Trust/Portfolio State Street Portfolio Chase Portfolio
-------------------------------------------------------------------------------------------------
MFS Series Trust VIII:
-------------------------------------------------------------------------------------------------
Strategic Income Fund (MSI) (check)
-------------------------------------------------------------------------------------------------
Global Growth Fund (WGF) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust IX:
-------------------------------------------------------------------------------------------------
Bond Fund (MFB) (check)
-------------------------------------------------------------------------------------------------
Limited Maturity Fund (MLM) (check)
-------------------------------------------------------------------------------------------------
Municipal Ltd. Maturity Fund (MML) N/A N/A
-------------------------------------------------------------------------------------------------
Research Bond Fund (RBF) (check)
-------------------------------------------------------------------------------------------------
Intermediate Inv. Grade Xxxx Xx.(IBF) (check)
-------------------------------------------------------------------------------------------------
Emerging Opportunities Fund (MCV) (check)
-------------------------------------------------------------------------------------------------
Large Cap Value Fund (MLV) (check)
-------------------------------------------------------------------------------------------------
High Quality Bond Fund (MQB) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust X:
-------------------------------------------------------------------------------------------------
Government Mortgage Fund (MGM) N/A N/A
-------------------------------------------------------------------------------------------------
Emerging Markets Equity Fund (FEM) (check)
-------------------------------------------------------------------------------------------------
Int'l. Growth Fund (FGF) (check)
-------------------------------------------------------------------------------------------------
Int'l .Investors Trust (FGI) (check)
-------------------------------------------------------------------------------------------------
Strategic Value Fund (SVF) (check)
-------------------------------------------------------------------------------------------------
Emerging Mkts. Debt Fund (EMD) (check)
-------------------------------------------------------------------------------------------------
Income Fund (MIY) (check)
-------------------------------------------------------------------------------------------------
European Equity Fund (MEQ) (check)
-------------------------------------------------------------------------------------------------
High Yield Fund (MHT) (check)
-------------------------------------------------------------------------------------------------
Concentrated Growth Fund (MCN) (check)
-------------------------------------------------------------------------------------------------
New Endeavor Fund (NEF) (check)
-------------------------------------------------------------------------------------------------
Multi Cap Growth Fund (MPF) (check)
-------------------------------------------------------------------------------------------------
Fundamental Growth Fund (FDG) (check)
-------------------------------------------------------------------------------------------------
Gemini Large Cap U.S. Fund (GSF) (check)
-------------------------------------------------------------------------------------------------
Gemini U.K. Fund (GKF) (check)
-------------------------------------------------------------------------------------------------
International ADR Fund (IAF) (check)
-------------------------------------------------------------------------------------------------
Global Conservative Equity Fund (GOF) (check)
-------------------------------------------------------------------------------------------------
International Core Equity Fund(ICF) (check)
-------------------------------------------------------------------------------------------------
Global Health Sciences Fund (MGH) (check)
-------------------------------------------------------------------------------------------------
Emerging Companies Fund (ECF) (check)
-------------------------------------------------------------------------------------------------
Select Growth Fund (SRF) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Series Trust XI:
-------------------------------------------------------------------------------------------------
Union Standard Equity Fund (UNE) (check)
-------------------------------------------------------------------------------------------------
Vertex Contrarian Fund (VCF) (check)
-------------------------------------------------------------------------------------------------
Vertex International Fund (VXI) (check)
-------------------------------------------------------------------------------------------------
Mid Cap Value Fund (MDF) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Municipal Series Trust:
-------------------------------------------------------------------------------------------------
AL Municipal Bond Fund (MAL) N/A N/A
-------------------------------------------------------------------------------------------------
AR Municipal Bond Fund (MAR) N/A N/A
-------------------------------------------------------------------------------------------------
CA Municipal Bond Fund (MCA) N/A N/A
-------------------------------------------------------------------------------------------------
FL Municipal Bond Fund (MFL) N/A N/A
-------------------------------------------------------------------------------------------------
GA Municipal Bond Fund (MGA) N/A N/A
-------------------------------------------------------------------------------------------------
33
-------------------------------------------------------------------------------------------------
Name of Trust/Portfolio State Street Portfolio Chase Portfolio
-------------------------------------------------------------------------------------------------
MD Municipal Bond Fund (MMD) N/A N/A
-------------------------------------------------------------------------------------------------
MA Municipal Bond Fund (MMA) N/A N/A
-------------------------------------------------------------------------------------------------
MS Municipal Bond Fund (MMP) N/A N/A
-------------------------------------------------------------------------------------------------
34
-------------------------------------------------------------------------------------------------
Name of Trust/Portfolio State Street Portfolio Chase Portfolio
-------------------------------------------------------------------------------------------------
MFS Municipal Series Trust (cont.):
-------------------------------------------------------------------------------------------------
NY Municipal Bond Fund (MNY) N/A N/A
-------------------------------------------------------------------------------------------------
NC Municipal Bond Fund (MNC) N/A N/A
-------------------------------------------------------------------------------------------------
PA Municipal Bond Fund (MPA) N/A N/A
-------------------------------------------------------------------------------------------------
SC Municipal Bond Fund (MSC) N/A N/A
-------------------------------------------------------------------------------------------------
TN Municipal Bond Fund (MTN) N/A N/A
-------------------------------------------------------------------------------------------------
VA Municipal Bond Fund (MVA) N/A N/A
-------------------------------------------------------------------------------------------------
WV Municipal Bond Fund (MWV) N/A N/A
-------------------------------------------------------------------------------------------------
Municipal Income Fund (MMI) N/A N/A
-------------------------------------------------------------------------------------------------
N.Y. High Income Tax Free Fund (NYT) N/A N/A
-------------------------------------------------------------------------------------------------
Mass. High Income Tax Free Fund (MAT) N/A N/A
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Stand-Alone Funds:
Growth Opportunities Fund (MGO) (check)
-------------------------------------------------------------------------------------------------
Government Securities Fund (MGS) N/A N/A
-------------------------------------------------------------------------------------------------
MA Investors Gr. Stock Fund (MIG) (check)
-------------------------------------------------------------------------------------------------
Gov't. Ltd. Maturity Fund (MGL) N/A N/A
-------------------------------------------------------------------------------------------------
MA Investors Trust (MIT) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
II. MFS Closed-End Funds
-------------------------------------------------------------------------------------------------
Municipal Income Trust (MFM) N/A N/A
-------------------------------------------------------------------------------------------------
Multimarket Income Trust (MMT) (check)
-------------------------------------------------------------------------------------------------
Gov't. Mkts. Income Trust (MGF) (check)
-------------------------------------------------------------------------------------------------
Intermediate Income Trust (MIN) (check)
-------------------------------------------------------------------------------------------------
Charter Income Trust (MCR) (check)
-------------------------------------------------------------------------------------------------
Special Value Trust (MFV) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
III. MFS Institutional Funds
-------------------------------------------------------------------------------------------------
MFS Institutional Trust (MFSIT):
-------------------------------------------------------------------------------------------------
Inst. Emerging Equities Fund (MEE) (check)
-------------------------------------------------------------------------------------------------
Inst. International Equity Fund (IIE) (check)
-------------------------------------------------------------------------------------------------
Inst. Mid Cap Growth Fund (IMC) (check)
-------------------------------------------------------------------------------------------------
Inst. Research Fund (IRF) (check)
-------------------------------------------------------------------------------------------------
Inst. Core Equity Fund (ICE) (check)
-------------------------------------------------------------------------------------------------
Inst. Large Cap Grth. Fund (ILC) (check)
-------------------------------------------------------------------------------------------------
Inst. High Yield Fund (IHY) (check)
-------------------------------------------------------------------------------------------------
Inst. Large Cap Value Fund (ILV) (check)
-------------------------------------------------------------------------------------------------
Inst. Int'l Research Equity Fund (IRE) (check)
-------------------------------------------------------------------------------------------------
Inst. Real Estate Investment Fund (IRT) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust (MVI):
-------------------------------------------------------------------------------------------------
Emerging Growth Series (VEG) (check)
-------------------------------------------------------------------------------------------------
Capital Opportunities Series (VVS) (check)
-------------------------------------------------------------------------------------------------
Research Series (VFR) (check)
-------------------------------------------------------------------------------------------------
Investors Trust Series (VGI) (check)
-------------------------------------------------------------------------------------------------
Total Return Series (VTR) (check)
-------------------------------------------------------------------------------------------------
Utilities Series (VUF) (check)
-------------------------------------------------------------------------------------------------
High Income Series (VHI) (check)
-------------------------------------------------------------------------------------------------
Global Governments Series (VWG) (check)
-------------------------------------------------------------------------------------------------
35
-------------------------------------------------------------------------------------------------
Name of Trust/Portfolio State Street Portfolio Chase Portfolio
-------------------------------------------------------------------------------------------------
Bond Series (VFB) (check)
-------------------------------------------------------------------------------------------------
Money Market Series (VMM) N/A N/A
-------------------------------------------------------------------------------------------------
36
-------------------------------------------------------------------------------------------------
Name of Trust/Portfolio State Street Portfolio Chase Portfolio
-------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust (cont'd):
-------------------------------------------------------------------------------------------------
New Discovery Series (VND) (check)
-------------------------------------------------------------------------------------------------
Investors Growth Stock Series (VGS) (check)
-------------------------------------------------------------------------------------------------
Global Equity Series (VGE) (check)
-------------------------------------------------------------------------------------------------
Mid Cap Growth Series (VMG) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
IV. MFS/Sun Life Series Trust
-------------------------------------------------------------------------------------------------
Capital Appreciation Series (CAS) (check)
-------------------------------------------------------------------------------------------------
Mass. Investors Trust Series (CGS) (check)
-------------------------------------------------------------------------------------------------
Gov't. Securities Series (GSS) N/A N/A
-------------------------------------------------------------------------------------------------
Global Governments Series (WGS) (check)
-------------------------------------------------------------------------------------------------
High Yield Series (HYS) (check)
-------------------------------------------------------------------------------------------------
Managed Sectors Series (MSS) (check)
-------------------------------------------------------------------------------------------------
Money Market Series (MKS) N/A N/A
-------------------------------------------------------------------------------------------------
Total Return Series (TRS) (check)
-------------------------------------------------------------------------------------------------
Utilities Series (UTS) (check)
-------------------------------------------------------------------------------------------------
Global Growth Series (WGO) (check)
-------------------------------------------------------------------------------------------------
Research Series (RES) (check)
-------------------------------------------------------------------------------------------------
Global Asst. Allocation Series (AAS) (check)
-------------------------------------------------------------------------------------------------
Global Total Return Series (WTS) (check)
-------------------------------------------------------------------------------------------------
Emerging Growth Series (EGS) (check)
-------------------------------------------------------------------------------------------------
Intl'. Investors Trust Series (FCG) (check)
-------------------------------------------------------------------------------------------------
Int'l. Growth Series (FCI) (check)
-------------------------------------------------------------------------------------------------
Emerging Markets Equity Series (FCE) (check)
-------------------------------------------------------------------------------------------------
Capital Opportunity Series (VAL) (check)
-------------------------------------------------------------------------------------------------
Res. Gr. and Inc. Series (RGS) (check)
-------------------------------------------------------------------------------------------------
Bond Series (BDS) (check)
-------------------------------------------------------------------------------------------------
Value Series (EIS) (check)
-------------------------------------------------------------------------------------------------
Mass. Inv. Grth. Stk. Ser. (MIS) (check)
-------------------------------------------------------------------------------------------------
New Discovery Series (NWD) (check)
-------------------------------------------------------------------------------------------------
Research Int'l Series (RSS) (check)
-------------------------------------------------------------------------------------------------
Strategic Income Series (SIS) (check)
-------------------------------------------------------------------------------------------------
Strategic Growth Series (SGS) (check)
-------------------------------------------------------------------------------------------------
Technology Series (TKS) (check)
-------------------------------------------------------------------------------------------------
Mid Cap Growth Series (MCS) (check)
-------------------------------------------------------------------------------------------------
Global Telecommunications Series (GLS) (check)
-------------------------------------------------------------------------------------------------
Global Health Services Series (GHS) (check)
-------------------------------------------------------------------------------------------------
International New Discovery Series (IDS) (check)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
V. Compass Products
-------------------------------------------------------------------------------------------------
Cap. Appreciation Var. Acct. (CAVA) (check)
-------------------------------------------------------------------------------------------------
Gov't. Securities Var. Acct. (GSVA) N/A N/A
-------------------------------------------------------------------------------------------------
Global Gov'ts. Var. Acct. (WGVA) (check)
-------------------------------------------------------------------------------------------------
High Yield Variable Acct. (HYVA) (check)
-------------------------------------------------------------------------------------------------
Managed Sectors Var. Acct. (MSVA) (check)
-------------------------------------------------------------------------------------------------
Money Mkt. Variable Acct.(MMVA) N/A N/A
-------------------------------------------------------------------------------------------------
Total Return Variable Acct. (TRVA) (check)
-------------------------------------------------------------------------------------------------
37
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
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 BankBoston, 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
1
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Ceskoslovenska Obchodni
Banka, A.S.
Denmark Danske Bank A/S
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.
2
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
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
3
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
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.
4
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawie 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
5
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
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
6
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and
Transfer 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
Sistema Especial de Liquidacao e de Custodia (SELIC)
Central de Custodia e de Liquidacao Financeira de
Titulos Privados (CETIP)
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
1
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
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 Euroclear France
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)
2
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
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
3
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
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
4
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a department
of the Palestine Stock Exchange
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 Wartosciowych 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
5
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
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
6
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
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
TRANSNATIONAL
Euroclear
Clearstream Banking AG
7
SCHEDULE C
MARKET INFORMATION
Publication/Type of Information Brief Description
(scheduled frequency)
The Guide to Custody in World An overview of settlement and safekeeping
Markets (hardcopy annually and procedures, custody practices and foreign
regular website updates) investor considerations for the markets in
which State Street offers custodial services.
Global Custody Network Review Information relating to Foreign
(annually) Sub-Custodians in State Street's Global
Custody Network. The Review stands as an
integral part of the materials that State
Street provides to its U.S. mutual fund
clients to assist them in complying with SEC
Rule 17f-5. The Review also gives insight
into State Street's market expansion and
Foreign Sub-Custodian selection processes, as
well as the procedures and controls used to
monitor the financial condition and
performance of our Foreign Sub-Custodian
banks.
Securities Depository Review Custody risk analyses of the Foreign
(annually) Securities Depositories presently operating
in Network markets. This publication is an
integral part of the materials that State
Street provides to its U.S. mutual fund
clients to meet informational obligations
created by SEC Rule 17f-7.
Global Legal Survey With respect to each market in which State
(annually) Street 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) a fund's ability to recover in the event
of bankruptcy or insolvency of a Foreign
Sub-Custodian or Foreign Securities System,
(iii) a 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 contracts that State Street has
(annually) entered into with each Foreign Sub-Custodian
that maintains U.S. mutual fund assets in the
markets in which State Street offers
custodial services.
Global Market Bulletin Information on changing settlement and
(daily or as necessary) custody conditions in markets where State
Street offers custodial services. Includes
changes in market and tax regulations,
depository developments, dematerialization
information, as well as other market changes
that may impact State Street's clients.
Foreign Custody Advisories For those markets where State Street offers
(as necessary) custodial services that exhibit special risks
or infrastructures impacting custody, State
Street issues market advisories to highlight
those unique market factors which might
impact our ability to offer recognized
custody service levels.
Material Change Notices Informational letters and accompanying
(presently on a quarterly materials confirming State Street's foreign
basis or as otherwise necessary) custody arrangements, including a summary of
material changes with Foreign Sub-Custodians
that have occurred during the previous
quarter. The notices also identify any
material changes in the custodial risks
associated with maintaining assets with
Foreign Securities Depositories.
Addendum 5.10 Tax Reclaims
Tax Reclaim Countries for MFS (US Mutual Fund)
Austria
Belgium
Denmark
Estonia
France
Germany
Greece (dependent on date debt was issued)
Ireland
Luxembourg
Portugal
Spain
Switzerland
United Kingdom
