-17-
Exhibit 8(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUB-CUSTODIAN AGREEMENT, made as of September 25, 1995 among XXXXXXXXX
FUNDS (the "Customer"), an investment company registered under the Investment
Company Act of 1940, as amended, SIGNET TRUST COMPANY (the "Custodian"), and THE
BANK OF NEW YORK (the "Sub-Custodian").
WHEREAS, the Custodian has been appointed and acts as custodian for
securities and cash balances of the Customer; and
WHEREAS, the Customer wishes to maintain the custody of certain of its
securities and monies in places outside of the United States for the convenience
of purchasing and selling such securities; and
WHEREAS, the Customer and the Custodian each wishes to appoint the
Sub-Custodian as its subcustodian to hold in certain Selected Foreign
Sub-Custodians (as such term is hereinafter defined) certain securities and
monies of the Customer and the Sub-Custodian agrees to act as such subcustodian;
NOW THEREFORE, the parties, on behalf of themselves and their
respective successors and assigns, hereby agree as follows:
ARTICLE I
APPOINTMENT OF SUB-CUSTODIAN
1. The Customer and Custodian each hereby constitutes and appoints the
Sub-Custodian as subcustodian of such securities and monies belonging to the
Customer which from time to time may be delivered to it by the Custodian or
received by the Sub-Custodian for the Customer's account pursuant hereto.
2. The Sub-Custodian hereby accepts appointment as such subcustodian and
agrees to perform the duties thereof as hereinafter set forth.
ARTICLE II
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1. "Account" shall mean with respect to the Customer or portfolio
series a separate account on the books of the Sub-Custodian in the mane of the
Custodian as custodian for the Customer where the securities and monies owned or
held by the Customer or portfolio series shall be identified.
2. The term "Authorized Person" shall mean any person duly authorized
by the Customer or the Custodian (as the case may be) to give oral instructions
and/or written instructions on behalf of the customer or the Custodian,
respectively, such persons to be designated in a certificate which contains a
specimen signature of such person.
3. "Branch" shall mean each foreign branch office of the Sub-Custodian
listed on Schedule A hereto (as such Schedule may be amended from time to time
by delivery to the Custodian of and updated Schedule A), each of which is a
"bank" as defined in Section 2 (a) (5) of the Investment Company Act of 1940, as
amended (the "1940 Act").
4. The term "certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be given to
the Bus-Custodian and signed on behalf of the Customer by two Authorized Persons
or on behalf of the Custodian by an Authorized Person.
5. "Eligible Foreign Custodian" shall mean an "Eligible Foreign
Custodian" either as defined in Rule 17f-5 under the 1940 Act ("Rule 17f-5"), or
qualified as such by an exemption pursuant to Section 6(c) under the 1940 Act,
as listed on Schedule A hereto (as such Schedule may be amended from time to
time by delivery to the Custodian of an updated Schedule A).
6. "Selected Foreign Sub-Custodian" shall mean with respect to the
Customer any Eligible Foreign Custodian and/or any Branch named in a certified
copy of resolutions of the Board of Directors of the Customer as having been
selected by the customer to hold securities and monies of the Customer pursuant
to this Agreement.
7. The term "written instructions" shall mean written communications
from an Authorized Person by telex, telecopier, or any other such system whereby
either the receiver of such communications is able to verify by codes or
otherwise with a reasonable degree of certainty the identity of the sender of
such communication or the sender is required to provide a password or other
identification code.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. The Custodian will from time to time deliver or cause to be delivered
certain of the securities and monies owned by the customer to its Selected
Foreign Sub-Custodians.
2. The Customer and Custodian each hereby authorized the Sub-Custodian
and each Selected Foreign Sub-Custodian on a continuous and ongoing basis, until
instructed to the contrary bye a certificate, to deposit in a securities
depository which is a Selected foreign Sub-Custodian all securities of the
Customer eligible for deposit therein under rule 17f-5 and to utilize such
securities depository to the extent possible in connection with settlements of
purchases and sales of securities and other deliveries and returns of
securities. the Selected Foreign Sub-Custodian shall identify on its books and
records securities and monies held in a securities depository as being held on
behalf of the Sub-Custodian for the Custodian as custodian for its customers.
Securities and monies deposited in a securities depository will be represented
in accounts which include only assets held by the Selected Foreign Sub-Custodian
for customers, including but not limited to, accounts in which such Selected
Foreign Sub-Custodian acts in a fiduciary or agency capacity. The Selected
Foreign Sub-Custodian shall hold securities which are not held in a securities
depository physically segregated form its general assets and the assets of its
other customers.
3. The Sub-Custodian, directly or through a Selected Foreign Sub-Custodian,
shall disburse monies credited to an Account only:
(a) Pursuant to certificates or written instructions in payment for
securities purchased, as provided in Article IV hereof; or
(b) Pursuant to certificates or written instructions setting forth the name
and address of the person to whom payment is to be made, the amount to be paid,
and the purpose for which payment is to be made.
4. All bearer securities delivered to a Selected foreign Sub-Custodian
for the Customer shall be held by the Selected Foreign Sub-Custodian in that
form; all other securities credited to the Account may be registered in the name
of the custodian or the nominee of either; provided however, that such
securities are identified on the books of the Sub-Custodian as held specifically
for the Custodian on behalf of the customer. The Custodian shall furnish to the
Sub-Custodian appropriate instruments to enable the Selected Foreign
Sub-Custodian to hold or deliver in proper form for transfer, or to register in
nominee name, any securities which it may hold and which may from time to time
be registered in the name of the Customer.
5. The Sub-Custodian shall furnish the Custodian promptly after the
close of business on each day on which any Selected foreign Sub-Custodian has
engaged in transactions for the customer a statement summarizing all
transactions and entries during said day; and it shall, at least monthly and
from time to time, deliver to the Custodian a detailed statement of the
securities and monies held in the Account, specifying the Selected Foreign
Sub-Custodian holding such securities and monies. Upon request form the
Custodian, the Sub-Custodian shall furnish to the Customer and the Custodian
such reports (or portions thereof) of the Sub-Custodian's external auditors that
the Sub-Custodian furnishes to its investment company customers generally which
relate directly to the Sub-Custodian's system of internal accounting controls
applicable to the Sub-Custodian's duties under this Agreement. The Sub-Custodian
shall, subject to the terms of the applicable foreign sub-custodian agreement,
use reasonable efforts to obtain and furnish to the Customer and the Custodian
such similar reports as the Customer or the Custodian may request with respect
to each Selected Foreign Sub-Custodian.
6. Unless otherwise instructed to the contrary by a certificate, the
Sub-Custodian shall, either directly or through a Selected Foreign Sub
Custodian, with respect to all securities identified in the Account:
(a) Collect all income due and payable and advise the Custodian as promptly
as practicable of any income due income due but not paid;
(b) Present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or otherwise
become payable and advise the Custodian as promptly as practicable or any
amounts due but not paid;
(c) Surrender interim receipts or securities in temporary form for
definitive securities;
(d) Execute, as subcustodian, any necessary declaration or certificates of
ownership as may be required to obtain payments in respect of securities;
(e) Hold all stock dividends, rights and similar securities issued with
respect to securities;
(f) Remit to the Custodian all income and dividends on securities when
received by the Sub-Custodian;
(g) Forward to the Custodian all notices of meetings of shareholders and
proxies received by the Sub-Custodian; and
(h) Forward to the Custodian copies of all information or documents that it
may receive from the issuers of securities which the Sub-Custodian believes are
intended for the Customer.
7. Upon receipt of a certificate and not otherwise, the Sub-Custodian shall
either directly or through a Selected Foreign Sub-Custodian:
(a) Execute and deliver to such persons as may be designated in such
certificate proxies, consents, authorizations and any other instruments whereby
the authority of the Customer as owner of any securities may be excised;
(b) Deliver any securities credited tot he Account in exchange for
other securities or cash issued or paid in connection with the liquidation
reorganization, refinancing, merger, consolidation or recapitulation of any
corporation, or the exercise of any conversion privilege;
(c) Deliver any securities credited to the Account to any protective
committee, reorganization committee or other person in connection with the
reorganization refinancing, merger, consolidation, recapitalization or sale of
assets of any corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other instrument or
documents as may be issued to it to evidence such delivery; and
(d) Make such transfers or exchanges of the securities identified in
the Account, and take such other steps, as shall be stated in such certificate,
for the purpose of effectuating any duly authorized plan of liquidation,
reorganization merger, consolidation or recapitalization of the Customer.
8. It is agreed that the Sub-Custodian and any Selected Foreign
Sub-Custodian may act in accordance with the prevailing customs and practices of
jurisdictions where subcustodian services are provided hereunder in connection
with securities and custody transactions, including, but not limited to,
delivering securities to the purchaser thereof or to a dealer therefor (or any
agent for such purchaser or dealer) against a receipt with the expectation of
receiving later payment for such securities from such purchaser or dealer.
9. Upon prior written notice the Sub-Custodian shall, during regular
business hours, allow the custodian and its agents and the independent public
accountants of the customer whose securities are held hereunder access to
Account records maintained by the Sub-Custodian or confirmation of the contents
of such records.
ARTICLE IV
PURCHASES AND SALE OF INVESTMENTS OF THE CUSTOMER;
CREDITS TO ACCOUNT
1. Promptly after each purchases of securities by the customer for
which the Customer intends the Sub-Custodian, directly or through any Selected
Foreign Sub-Custodian, to act as subcustodian, the Customer or Custodian shall
deliver to the Sub-Custodian (i) with respect to each purchase of securities
which are not money market securities, a certificate, and (ii) with respect to
each purchase of money market securities a certificate or written instructions
specifying with respect to each such purchase: (a) the name of the issuer and
the title of the securities, including CUSIP number or other similar securities
identification number, if any, (b) the number of shares or the principal amount
purchased and accrued interest, if any, (c) the date of purchases and date of
settlement, (d) the purchase price per unit, (e) the total amount payable upon
such purchase, (f) the name of the person from whom or the broker through whom
the purchase was made, and (g) the Selected Foreign Sub-Custodian where such
securities are to be delivered and held. The Sub-Custodian directly or through
any Selected foreign Sub-Custodian shall receive securities purchased by the
customer from the persons through or from whom the same were purchases, and upon
receipt thereof shall pay, out of the monies credited to the receipt thereof
shall pay, out of the monies credited to the Account, the total amount payable
upon such purchases, provided that the same conforms to the certificate or
written instructions as the case may be, with respect to such purchase.
2. Promptly after each sale of securities by the Customer, the Customer
or Custodian shall deliver to the Sub-Custodian (i) with respect to each sale of
securities which are not money market securities, a certificate, and (ii) with
respect to each sale of money market securities a certificate or written
instructions specifying with respect to each such sale: (a) the name of the
issuer and the title of the security, including CUSIP number or other similar
securities identification number, if any, (b) the number of share or principal
amount sold and accrued interest, if any, (c) the date of sale, (d) the sale
price per unit, (e) the total amount payable such sale, (f) the name of the
broker through whom or the person to whom the sale was made, and (g) the
Selected Foreign Sub-Custodian shall directly or through any Selected foreign
Sub-Custodian deliver the securities sold to the broker or other person named in
such certificate upon receipt of the total amount payable to the Customer upon
sale, provided that the same conforms to the certificate or written
instructions, as the case may be, with respect to such sale.
3. The Sub-Custodian may, as a matter of bookkeeping convenience or by
separate agreement with the custodian, credit the Account with the proceeds from
the sale, redemption or other disposition of securities or interest, dividends
or other distributions payable on securities prior to actual receipt of final
payment therefor. All such credits shall be conditional until actual receipt of
final payment and may be reversed by the Sub-Custodian to the extent that final
payment is not received. Payment with respect to a transaction will not be
"final" until immediately available funds have been received. Payment with
respect to a transaction will not be "final" until immediately available funds
have been received which under applicable of law or rule are irreversible and
not subject to any security interest, levy or other encumbrance, and which are
specifically applicable to such transaction.
ARTICLE V
CONCERNING THE SUB-CUSTODIAN
1. The Sub-Custodian shall not be liable for any costs, expenses,
damages, liabilities or claims (collectively, "Losses") incurred by the
Customer, except such Losses that arise out of negligence or wilful misconduct
of the Sub-Custodian or any of its Branches. With respect to any Losses incurred
by the Customer as a result of the acts or the failure to act by any Selected
Foreign Sub-Custodian, and the Sub-Custodian's sole responsibility and liability
to the customer shall be limited to amounts so received from such Selected
Foreign Sub-Custodian (exclusive of costs and expenses incurred by the Sub
Custodian). In no event shall the Sub-Custodian). In no event shall the
Sub-Custodian be liable to the Custodian or the customer for special, indirect
or consequential damages, or lost profits or loss of business, arising under or
in connection with this Agreement, even if previously informed of the
possibility of such damages and regardless of the form of action. The Customer
shall, at its election upon reasonable notice to the Sub-Custodian, have the
right to the extent not inconsistent with any applicable agreement and
applicable law, to enforce the Sub-Custodian's rights against any Selected
Foreign Sub-Custodian with respect to any claim it may have against such
Selected Foreign Sub-Custodian for any loss or damage in respect of securities
or monies credited to the Account, if and to the extent that the Customer has
not been made whole with respect thereto by the Sub-Custodian pursuant to this
Agreement. Upon the Customer's written request, the Sub-Custodian shall take all
actions necessary and appropriate to give effect to the foregoing. The Customer
agrees to indemnify the Sub-Custodian and hold it harmless from and against any
loss, damage, liability, claim or expense arising out of the Sub-Custodian's
negligence or willful misconduct. The Sub-Custodian may, with respect to
questions of law, apply for and obtain the advice and opinion of counsel to the
Customer or its own counsel, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice or
opinion.
2. Without limiting the generality of the foregoing, neither the
Sub-Custodian nor any Selected Foreign Sub-Custodian shall be
under any duty or obligation to inquire into, or be liable for:
(a) the validity of the issue of any securities purchased by or for
the Customer, the legality of the purchases thereof, or the
propriety of the amount paid therefore; or
(b) the legality of the sale of any securities by or for the
Customer, or the propriety of the amount for which the same are
sold.
3. Neither the Sub-Custodian nor any Selected Foreign Sub-Custodian
shall be liable for, or considered to be the custodian of, any security or money
( whether represented by any check, draft, or other instrument for the payment
of money) delivered to it on behalf of the customer, until the Sub-Custodian or
such Selected Foreign Sub-Custodian actually receives such security or money.
4. Neither the Sub-Custodian nor any Selected Foreign Sub-Custodian
shall be under any duty or obligation to take action to effect collection of any
amount, it the securities upon which such amount is payable are in default, or
if payment is refused after due demand or presentation, unless and until (i) it
shall be directed to take such action by a certificate, and (ii) it shall be
assured to its satisfaction or reimbursement of its costs and expenses by the
custodian or the customer in connection with any such action.
5. Neither the Sub-Custodian nor any Selected Foreign Sub-Custodian
shall be under any duty or obligation to ascertain whether any securities at any
time delivered to or held by it in the Account are such as may properly he held
bye the Customer.
6. If the Sub-Custodian in its sole discretion advances funds to the
Customer for a portfolio series (each, a "Series") of the Customer (including
advances to the custodian on behalf of a Series) or there shall arise for
whatever reason an overdraft in any Account, or if the Customer for the account
of a Series is for any other reason indebted to the Sub-Custodian in connection
with this Agreement, the Customer agrees to repay the Sub-Custodian on demand
the amount of the advance, overdraft or indebtedness plus accrued interest at a
rate mutually agree between the Customer and the Sub-Custodian. In order to
secure repayment of the customer's obligations with respect to each Series to
the Sub-Custodian hereunder, the Customer agrees, to the extent permitted by
rule 17f-5 of the 1940 Act, that the Sub-Custodian shall have a continuing lien
and security interest in and to the assets allocated to each Series (subject to
the limitation set
forth on Schedule B hereto) now or hereafter held in an Account for such Series
or by any third party acting on its behalf for the benefit of the customer. In
this regard, the Sub-Custodian shall be entitled to all the rights and remedies
of a pledge under common law and a secured party under the New York Uniform
Commercial Code and any other applicable laws or regulations as then in effect.
7. The Sub-Custodian shall furnish annually to the custodian and the
Customer, at such time as is mutually agreed, information concerning the
Selected Foreign Sub-Custodians (other than Branches) utilized by the
Sub-Custodian hereunder. Such information shall be similar in kind and scope to
that previously furnished to the Custodian in connection with the
Sub-Custodian's appointment hereunder. The Sub-Custodian will promptly inform
the custodian in the event that the Sub-Custodian learns that a Selected Foreign
Sub-Custodian no longer satisfies the financial criteria of an "Eligible Foreign
Custodian" under Rule 17f-5 of the 1940 Act, or is no longer the subject of an
exemptive order from the Securities and Exchange Commission, or otherwise learns
of a material adverse change in the financial condition of a Selected Foreign
Sub-Custodian or a loss of the customer's assets. Upon receipt of a certificate,
the Sub-Custodian shall cease the employment of any one or more of such Selected
Foreign Sub-Custodians for maintaining custody of the assets of the customer
specified in such certificate. The Sub-Custodian agrees that it will use
reasonable care in monitoring compliance by each selected foreign Sub-Custodian
with the terms of the relevant foreign sub-custodian agreement and that if it
has knowledge of any breach by such Selected foreign Sub-Custodian of such
foreign sub-custodian agreement having a material adverse effect on the customer
it will promptly notify the Custodian of such breach.
8. Each subcustodian agreement which custodian enters with a Selected
Foreign Sub-Custodian other than a Branch shall provide that (a) Customer's
assets will not be subject to any right, charge, security interest, lien or
claim of any kind in favor of such Selected foreign Sub-Custodian except a claim
of payment for their safe custody or administration, (b) beneficial ownership of
Customer's assets will be freely transferable without the payment of money or
value other than for safe custody or administration, and (c) Customer's
independent public accountants will be given reasonable access to the records
relating to the account in which customer's assets are held or confirmation of
the contents of those records.
9. The Sub-Custodian shall be entitled to receive and the Custodian
agrees to pay such compensation as may be agreed upon from time
to time between the Custodian and the Sub-Custodian.
10. The Sub-Custodian shall be entitled to rely upon any certificate
or written instruction received by the Sub-Custodian and
reasonably believed by it to be genuine.
11. It is understood and agreed that the Sub-Custodian is not under any
duty to supervise the investment of, or to advise or make any recommendation to
the Custodian or Customer with respect to the sale or other disposition of any
securities at any time held hereunder or to advice or recommend the purchase of
any securities at any time.
12. Neither the Sub-Custodian nor any Selected Foreign Sub-Custodian
assumes any responsibility for the payment of any taxes due on the income
collected for the Account or on any transactions which it may handle for the
Account and in respect of the Account, except that the Sub-Custodian to withhold
taxes due at the source on income collected for the Account and to file any tax
reports and returns required in connection with any such withholdings. The
Sub-Custodian shall provide reasonable assistance to the Customer with respect
to any claim for exemption or refund under applicable tax laws.
13. The Sub-Custodian shall not be responsible or liable for any
failure or delay in the performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including without limitation, acts of God, earthquakes,
fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots,
interruptions loss or malfunctions of utilities, transportation, computer
(hardware or software) or communications service, accidents, labor disputes,
acts of civil or military authority, governmental actions or inability to obtain
labor, material, equipment or transportation.
ARTICLE VI
TERMINATION
1. Any of the parties hereto may terminate this Agreement by giving to
the other parties a notice in writing from an authorized officer specifying the
day of such termination which shall be not less than 60 days following the
giving of such notice. the Custodian shall, on or before the termination date,
deliver to the Sub-Custodian written instructions form an officer of the
Custodian designating a successor subcustodian, and directing where Securities
and monies in the Account shall be delivered.
2. Upon the date set forth in such notice this Agreement shall terminate,
and the Sub-Custodian shall upon receipt of a notice of acceptance by the
successor subcustodian deliver all securities and monies then owned by the
Customer and held by it as subcustodian, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which is shall then be
entitled. If no successor subcustodian shall have been designated pursuant to
paragraph 1 above, the Sub-Custodian shall deliver all such securities and
monies to the Custodian.
ARTICLE VII
MISCELLANEOUS
1. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Sub-Custodian shall be sufficiently given if
addressed to the Sub-Custodian at its offices at 00 Xxxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Mutual Funds Administration, or at such other address
as the Sub-Custodian may from time to time designate in writing, All notices
shall be effective upon receipt.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian shall be sufficiently give if
addressed to the Custodian at its offices at 0 Xxxxx 0xx Xxxxxx, Xxxxxxxx,
Xxxxxxxx 00000, Attention: _________________________, or at such other address
as the Custodian may from time to time designate in writing. All notices shall
be effective upon receipt.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Customer shall be sufficiently given if
addressed to the Customer at its offices at Federated investors Towers,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: __________________________, or
at such other address as the Customer may from time to time designate in
writing. All notices shall be effective upon receipt.
4. Each and every right granted to the parties hereto or under any
other document delivered hereunder or in connection herewith, or allowed them by
law or equity, shall be cumulative and may be exercised from time to time. No
failure on the part of any party to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by any party of any right preclude any other or future exercise thereof or the
exercise of any other right.
5. The parties hereto that the Sub-Custodian shall have no obligation to
take any action which is contrary to any law, order or regulation of any
jurisdiction where services are provided hereunder.
6. This Agreement may not be amended or modified in any manner except by a
written agreement executed by the parties hereto with the same formality as this
Agreement.
7. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns.
8. This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to conflict of laws principles thereof, the
Custodian and the Customer each hereby consents to the jurisdiction of a state
or federal court situated in New York City, New York in connection with any
dispute arising hereunder.
9. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunder duly authorized as
the day and year first above written.
XXXXXXXXX FUNDS
By /s/ Xxxxxx X. Xxxxx
Title: Xxxxxx X. Xxxxx
Vice President
By /s/ C. Xxxxx Xxxxxxxx
Title: C. Xxxxx Xxxxxxxx
Assistant Secretary
SIGNET TRUST COMPANY
By: /s/ Xxxxxx X. Xxxx
Title: Xxxxxx X. Xxxx
Xx. Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxx
Title: Xxxxxx X. Xxxxxx
Xx. Vice President
SCHEDULE A
THE BANK OF NEW YORK
GLOBAL CUSTODY NETWORK
COUNTRIES AND SUBCUSTODIANS
FOR
XXXXXXXXX FUNDS
September 25, 1995
COUNTRY SUBCUSTODIAN
Argentina The First National Bank of Boston
Australia Australia and New Zealand Banking Group,Ltd.
Austria Girocredit Bank
Belgium Banque Bruxelles Xxxxxxx
Brazil The First national Bank of Boston
Canada Royal Bank of Canada
Royal Trust Corp.
Chile Banco de Chile
The First National Bank of Boston
China Standard Chartered Bank
Colombia Citibank, N.A.
Czech Republic Ceskoslovenska Obchodni Banka, A.S.
Denmark Den Danske Bank
Euromarket Cedel, S.A.
Finland Union Bank of Finland Ltd.
France Banque Paribas
Germany Dresdner Bank
Greece Alpha Credit Bank A.E.
Hong Kong Hongkong & Shanghai Banking Corp., Ltd.
Hungary Citibank, N.A.
India Hongkong & Shanghai Banking Corp., Ltd
State Bank of India
Indonesia Hongkong & Shanghai Banking Corp., Ltd.
Ireland Allied Irish Bank
Israel Israel Discount Bank Ltd.
Italy Citibank, N.A.
Banco Commerciale Italiana
Japan Yasuda Trust
Korea The Bank of Seoul
Luxembourg Cedel S.A.
Malaysia Hongkong Bank Malaysia Berhad
Mexico Citibank, S.A.
Banco Nacional de Mexico, S.A.
Netherlands ABN AMBRO Bank NV
MeesPierson NV
New Zealand Australia and New Zealand Banking Group,Ltd.
Norway DEN norske Bank
Pakistan Standard Chartered Bank
Peru Citibank, N.A.
Philippines Hongkong & Shanghai Banking Corp., Ltd.
Poland Bank handlowy w Warsawie S.A.
Portugal Banco Comercial Portugues
Singapore United Overseas Bank
SCHEDULE A
THE BANK OF NEW YORK
GLOBAL CUSTODY NETWORK
COUNTRIES AND SUBCUSTODIANS
FOR
XXXXXXXXX FUNDS
September 25, 1995
COUNTRY SUBCUSTODIAN
South Africa The Standard Bank of South Africa
Spain Banco Bilbao Vicaya
Sri Lanka Standard Chartered Bank
Sweden Skandinaviska Enskilda Banken
Switzerland Union Bank of Switzerland
Taiwan Hongkong & Shanghai Banking Corp. Ltd.
Thailand Siam Commerical Bank Ltd.
Turkey Citibank, N.A.
United Kingdom The Bank of New York
The First Chicago Clearing Centre
Uruguay The First National Bank of Boston
Venezuela Citibank, N.A.
Schedule B
Xxxxxxxxx Funds
Series Name and Lien Limitation
Series Name Lien Limitation
Xxxxxxxxx 100% Treasury Money Market Fund 10% of total assets
Xxxxxxxxx American Equity Fund 20% of total assets
Xxxxxxxxx Flexible Income Fund 20% of total assets
Xxxxxxxxx Flexible Tax-Free Bond Fund 20% of total assets
Xxxxxxxxx Global Growth Fund 10% of total assets
Xxxxxxxxx Short-Term Bond Fund 20% of total assets
Xxxxxxxxx Short-Term Global Income Fund 33.33% of total assets
Xxxxxxxxx Worldwide Emerging Markets Fund 33.33% of total assets
Xxxxxxxxx Growth & Income Fund 33.33% of total assets
Xxxxxxxxx Capital Growth Fund 33.33% of total assets
