GLOBAL CUSTODIAL SERVICES
AGREEMENT
TABLE OF CONTENTS
1. DEFINITIONS.......................................................II
2. APPOINTMENT OF CUSTODIAN..........................................III
3. PROPERTY ACCEPTED..................................................IV
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.......................IV
5. INSTRUCTIONS.......................................................V
6. PERFORMANCE BY THE CUSTODIAN.......................................VI
7. REGISTRATION AND OTHER ACTION......................................VII
8. CUSTODY CASH ACCOUNT PAYMENTS......................................VIII
9. ASSURED INCOME PAYMENT SERVICE.....................................IX
10. WITHDRAWAL AND DELIVERY............................................IX
11. ACCESS AND RECORDS.................................................IX
12. USE OF AGENTS......................................................IX
13. CITICORP ORGANIZATION INVOLVEMENT..................................X
14. SCOPE OF RESPONSIBILITY............................................X
15. LITIGATION; INDEMNITY..............................................XII
16. SET-OFF............................................................XIII
17. FEES AND EXPENSES..................................................XIII
18. TAX STATUS/WITHHOLDING TAXES.......................................XIV
19. TERMINATION........................................................XIV
20. ASSIGNMENT.........................................................XIV
21. INTENTIONALLY DELETED..............................................XV
22. DISCLOSURE.........................................................XV
23. NOTICES............................................................XV
24. GOVERNING LAW AND JURISDICTION....................................xv
25. MISCELLANEOUS......................................................XVI
THIS GLOBAL CUSTODIAL SERVICES AGREEMENT is made on the 15th day of July,
2003, by and between each investment company identified on Appendix A attached
hereto (each hereinafter referred to as the "Client") individually and
severally, and not jointly and severally, and Citibank, N.A. (the "Custodian").
1. DEFINITIONS
"Agreement" means this Global Custodial Services Agreement, as amended from
time to time, and any other terms and conditions agreed upon by the Client and
the Custodian in writing from time to time in connection with this Agreement.
"Assured Income Payment Service" means the Custodian's services in which
interest, dividends or other such periodic income, to which the Client is
entitled, on Securities specified by the Custodian from time to time at its
absolute discretion, are credited to the Custody Cash Account in respect of such
Securities.
"Assured Income Payment Standards" means the terms and conditions governing
the Assured Income Payment Service, as such terms and conditions are amended
and/or supplemented from time to time by, and at the absolute discretion of, the
Custodian.
"Assured Payment" means, in relation to those Securities specified by the
Custodian under the Assured Income Payment Service, an amount equal to the
interest, dividends or periodic income that is due to the Client in respect of
such Securities less any taxes, duties, levies, charges or any other withholding
payments payable in respect of such interest, dividends or periodic income.
"Assured Payment Date" means, in relation to the payment of any interest,
dividend or periodic income of any particular Securities specified by the
Custodian under the Assured Income Payment Service, the date on which such
interest, dividend or periodic income is normally payable in respect of such
Securities or such other date as may be notified by the Custodian to the Client
from time to time.
"Authorized Person" means (i) any person who has been authorized by the
Client (including, for avoidance of doubt, any officer or employee of such agent
or person), by notice in writing to the Custodian, to act on its behalf in the
performance of any act, discretion or duty under this Agreement, or (ii) any
other person holding a duly executed power of attorney from the Client which is
in a form acceptable to the Custodian.
"Branch" means any branch or office of Citibank, N.A.
"Citicorp Organization" means Citicorp and any company of which Citicorp
is, now or hereafter, directly or indirectly a shareholder or owner. For the
purposes of this Agreement, each Branch shall be deemed to be a separate member
of the Citicorp Organization.
"Clearance System" means The Federal Reserve Bank of New York, The
Depository Trust Company, Participants Trust Company, Cedel Bank, S.A., the
Euroclear System operated by Xxxxxx Guaranty Trust Company of New York, the
CREST system operated by CREST CO. Limited, the Central Money Markets Office,
the Central Gilts Office and such other clearing agency, settlement system or
depository as may from time to time be used in connection with transactions
relating to Securities, and any nominee, clearing agency, or depository for any
of the foregoing.
"Custody Account" means the custody account or accounts in the name of the
Client and/or such other name as the Client may reasonably designate, for the
deposit of any Property (other than cash) from time to time received by the
Custodian for the account of the Client.
"Custody Cash Account" means the cash account or accounts, which, at the
discretion of the Client, may be either a subaccount(s) of the Custody Account
or a demand deposit account(s), in the name of the Client and/or such other name
as the Client may reasonably designate, for the deposit of cash in any currency
received by the Custodian from time to time for the account of the Client,
whether by way of deposit or arising out of or in connection with any Property
in the Custody Account.
"Deposit" includes, with respect to any Securities not physically
maintained in the possession of the Custodian (e.g. with a Clearance System or
Subcustodian), the crediting of such Securities to the Custody Account.
"Fee Agreement" means the agreement between the Custodian and the Client
setting forth the fees, costs and expenses to be paid by the Client to the
Custodian in connection with the custodial services provided pursuant to this
Agreement, as such fee agreement may be amended at the Custodian's reasonable
discretion from time to time by prior written agreement of the Custodian and the
Client.
"Hold" includes, with respect to any Securities not physically maintained
in the possession of the Custodian (e.g. with a Clearance System or
Subcustodian), maintaining the credit of such Securities to the Custody Account.
"Instructions" means any and all instructions received by the Custodian
from, or reasonably believed by the Custodian in good faith to be from, any
Authorized Person, including any instructions communicated through any manual or
electronic medium or system agreed between the Client and the Custodian and on
such terms and conditions as the Custodian and the Client may agree from time to
time.
"person" means any person, firm, company, corporation, government, state or
agency of a state, or any association or partnership (whether or not having
separate legal personality) of two or more of the foregoing.
"Property" means, as the context requires, all or any part of any
Securities, cash, or any other property from time to time held for the Client
under the terms of this Agreement.
"Rules" means any statutes, rules and regulations (whether of a local
regulatory authority, stock exchange or other entity) in any jurisdiction with
which the Custodian may from time to time be required to comply in the provision
of its services hereunder.
"Securities" means bonds, debentures, notes, stocks, shares, securities or
other financial assets including, but not limited to instruments commonly known
as derivatives, acceptable to the Custodian and all moneys, rights or property
which may at any time accrue or be offered (whether by way of bonus, redemption,
preference, option or otherwise) in respect of any of the foregoing and any
certificates, receipts, warrants or other instruments (whether in registered or
unregistered form) representing rights to receive, purchase or subscribe for any
of the foregoing or evidencing or representing any other rights or interests
therein (including, without limitation, any of the foregoing not constituted,
evidenced or represented by a certificate or other document but by an entry in
the books or other permanent records of the issuer, a trustee or other fiduciary
thereof, a Clearance System or other person).
"Service Standards" means any written service standards governing the day
to day operations of the custodial services which may be provided to the Client
pursuant to this Agreement subject to such modifications as may be agreed to by
the Custodian and the Client.
"Subcustodian" means a subcustodian (other than a Clearance System)
appointed by the Custodian for the safe-keeping, administration, clearance and
settlement of Securities.
"Taxes" means all taxes, levies, imposts, charges, assessments, deductions,
withholdings and related liabilities, including additions to tax, penalties and
interest imposed on or in respect of the Property, the transactions effected
under this Agreement or the Client; PROVIDED THAT Taxes does not include income
or franchise taxes imposed on or measured by the net income of the Custodian or
its agents.
"1940 Act" means the United States Investment Company Act of 1940.
2. APPOINTMENT OF CUSTODIAN
(A) The Client hereby appoints the Custodian to act as its custodian in
accordance with the terms hereof and authorizes the Custodian to establish on
its books, on the terms of this Agreement, the Custody Account, to be designated
to show that the Securities belong to the Client and are segregated from the
Custodian's assets and the Custody Cash Account.
(B) Subject to the express terms of this Agreement, the Client understands
and agrees that the obligations and duties hereunder of the Custodian shall be
performed only by the Custodian or its agents, and shall not be deemed
obligations or duties of any other member of the Citicorp Organization unless
appointed by the Custodian, as contemplated hereby. The Client agrees that the
Custodian may register or record legal title to any Securities in the name of a
nominee company or a Subcustodian in the Citicorp Organization and may appoint a
member of the Citicorp Organization to be a Subcustodian; provided, however, the
Custodian's books and records shall reflect that such securities are held for
the benefit of the Client.
(C) The Client agrees to take any such action which may be necessary and to
execute further documents and provide such materials and information as may be
reasonably requested by the Custodian to enable the Custodian to perform the
duties and obligations under this Agreement, including participation in any
relevant Clearance System, and will notify the Custodian as soon as it becomes
aware of any inaccuracy in such materials or information.
(D) All custody services by the Custodian hereunder shall be provided in
accordance with the Service Standards, a copy of which the Custodian may supply
to the Client from time to time. In the event of any conflict between any term
of this Global Custodial Services Agreement and any term of the Service
Standards, the Global Custodial Services Agreement shall prevail with respect to
such term.
(E) The Client agrees to comply with any relevant security procedures
relating to the provision of custody services under this Agreement which may be
imposed on the Client by any relevant Clearance System, any relevant securities
market, or as may be agreed to between the Client and the Custodian from time to
time, as the case may be.
3. PROPERTY ACCEPTED
(A) Subject to Section 3(C) below, the Custodian agrees to accept for
custody in the Custody Account any Securities which are capable of deposit under
the terms of this Agreement.
(B) Subject to Section 3(C) below, the Custodian agrees to accept for
deposit in the Custody Cash Account, cash in any currency (which shall, if
necessary, be credited by the Custodian to different accounts in the currencies
concerned), such cash to be owed to the Client by the Custodian as banker.
(C) The Custodian may in its reasonable discretion refuse to accept (in
whole or in part) any proposed deposit in either the Custody Account or the
Custody Cash Account if the Custodian reasonably believes that the acceptance of
such deposit would violate any law, rule, regulation, practice or policy to
which the Custodian is subject. The Custodian shall immediately notify the
Client of any such refusal and shall, to the extent possible without any such
violation, establish lawful custody thereof subject to Client's approval.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
(A) The Client hereby represents, warrants and undertakes to the Custodian
that:
(i) it is duly organized and validly existing under the laws of the
jurisdiction of its organization;
(ii) during the term of this Agreement it (and any person on whose behalf
it may act as agent or otherwise in a representative capacity) has and will
continue to have, or will take all action necessary to obtain, full capacity and
authority to enter into this Agreement and to carry out the transactions
contemplated herein, and has taken and will continue to take all action to
authorize the execution, delivery and performance of obligations of the Client,
and the validity and enforceability of such obligations and the rights of the
Custodian, under this Agreement;
(iii) except as provided in Clause 16 of this Agreement or resulting from
acts of the Custodian, the Client shall, at all times be entitled or otherwise
authorized to deal with, and dispose of, all or any part of the Property,
whether through a relevant Clearance System or otherwise, except for any
necessary government consents in any applicable jurisdiction; (which Client
shall use commercially reasonable efforts to obtain).
(iv) Subject to paragraph 14(N), it will assert its interest in Property
held by the Custodian in any Clearance System only in such a way as could not
prevent a transfer of title to a unit of such Property by the Custodian (or by
any other person) where such transfer is required by the Clearance System;
provided that nothing further shall limit the Client's rights pursuant to
Section 15 hereof.
(v) this Agreement is legal, valid and binding on the Client;
(vi) on or prior to the execution of this Agreement, the Client has
provided to the Custodian certified true copies of evidence of the due
authorization for the execution, delivery and performance of this Agreement;
(vii) except as provided in Clause 16 of this Agreement, all Property
deposited with the Custodian shall, at all times, be free from all charges,
mortgages, pledges or other such encumbrances, other than arising in connection
with settlement, or to the extent resulting from the acts of the Custodian.
The Client agrees to inform the Custodian promptly if any statement set
forth in this Section 4(A) ceases to be true and correct as of any date after
the date hereof.
(B) The Custodian hereby represents, warrants and undertakes to the Client
that:
(i) it is duly organized and validly existing under the laws of the
jurisdiction of its organization;
(ii) during the term of this Agreement it has and will continue to have, or
will take all action necessary to obtain, full capacity and authority to enter
into this Agreement and to carry out the transactions contemplated herein, and
has taken and will continue to take all action (including, without limitation,
the obtaining of all necessary governmental consents in any applicable
jurisdiction) to authorize the execution, delivery and performance of the
obligations of the Custodian, and the validity and enforceability of such
obligations and the rights of Client under this Agreement; and
(iii) this Agreement is legal, valid and binding on the Custodian.
The Custodian agrees to inform the Client promptly if any statement set
forth in this Section 4(B) ceases to be true and correct as of any date after
the date hereof.
5. INSTRUCTIONS
(A) The Custodian may, in its absolute discretion and without liability on
its part, except for negligence, rely and act upon (and the Client shall be
bound by) any Instructions. Instructions shall continue in full force and effect
until canceled or superseded; PROVIDED THAT any Instruction canceling or
superseding a prior Instruction must be received by the Custodian at a time and
in a manner that accords the Custodian a reasonable opportunity to act upon such
Instruction. The Custodian shall be entitled to rely upon the continued
authority of any Authorized Person to give Instructions until the Custodian
receives notice from the Client to the contrary.
(B) Instructions shall be governed by and carried out subject to the
prevailing laws, Rules, operating procedures and market practice of any relevant
stock exchange, Clearance System or market where or through which they are to be
executed or carried out, and shall be acted upon only during banking hours
(including applicable cut-off times) and on banking days when the applicable
financial markets are open for business.
(C) Instructions delivered to the Custodian by telephone or facsimile shall
be promptly confirmed in writing, by tested telex, SWIFT, letter, the
Custodian's proprietary electronic banking system or as provided in the Service
Standards, such confirmation shall, where relevant, be made by an Authorized
Person. However, the Custodian may, in its absolute discretion, rely and act
upon telephone or facsimile Instructions before the written confirmation is
received.
(D) The Custodian has offered the Client security procedures for the
transmission of Instructions to the Custodian (and the Client acknowledges that
it has received the same and agrees that the security procedures mutually agreed
to by the Client and the Custodian are commercially reasonable). As long as the
Custodian acts in compliance with such security procedures and this Section 5,
it shall have no further duty to verify the identity or authority of the person
giving or confirming, or the genuineness or contents of, any Instruction.
(E) The Custodian is authorized to rely upon any Instructions received by
any means, provided that the Custodian and the Client have agreed upon the means
of transmission and the method of identification for such Instructions.
(F) Instructions are to be given in the English language. The Custodian may
in its reasonable discretion and without any liability on its part, act upon
what it reasonably believes in good faith such Instructions to be;
notwithstanding any other provision hereof, the Custodian shall have the right,
in its reasonable discretion to refuse to execute any such Instruction that the
Custodian believes in good faith to be unauthorized or erroneous, in which event
the Custodian shall notify the Client of such refusal and the reasons therefor
without undue delay.
(G) The Client agrees to be bound by any Instructions reasonably believed
by the Custodian to be genuine, whether or not authorized, given to the
Custodian in the Client's name and accepted by the Custodian without negligence
in accordance with the provisions of this Section 5.
6. PERFORMANCE BY THE CUSTODIAN
(A) Custodial duties not requiring further Instructions. In the absence of
contrary Instructions, the Custodian is authorized by the Client to, and where
applicable, the Custodian shall promptly, carry out the following actions in
relation to the Property:
(i) except as otherwise provided in this Agreement, separately identify the
Property on its records as being held for the account of the Client and
segregate all Property held on behalf of the Client by the Custodian from the
assets of the Custodian;
(ii) sign any affidavits, certificates of ownership or other certificates
relating to the Property which may be required by any tax or regulatory
authority or under the laws of any relevant jurisdiction, whether governmental
or otherwise, and whether relating to ownership, or income, capital gains or
other tax, duty or levy (and the Client further agrees to ratify and to confirm
or to do, or to procure the doing of, such things as may lawfully be necessary
or appropriate to complete or evidence the Custodian's actions under this
Section 6(A)(ii) or otherwise under the terms of this Agreement);
(iii) collect and receive, for the account of the Client, all income,
payments and distributions in respect of the Property, and credit the same to
the Custody Cash Account;
(iv) take any action which is necessary and proper in connection with the
receipt of income, payments and distributions as are referred to in Section
6(A)(iii) above, including, without limitation, the presentation of coupons and
other interest items;
(v) collect, receive and hold for the account of the Client any capital
arising out of or in connection with the Property whether as a result of it
being called or redeemed or otherwise becoming payable and credit the same to
the Custody Cash Account;
(vi) take any action which is necessary and proper in connection with the
receipt of any capital as is referred to in Section 6(A)(v) above, including,
without limitation, the presentation for payment of any Property which becomes
payable as a result of its being called or redeemed or otherwise becoming
payable and the endorsement for collection of checks, drafts and other
negotiable instruments;
(vii) take any action which is necessary and proper to enable the Custodian
to provide services to the Client within, and to observe and perform its
obligations in respect of, any relevant Clearance System;
(viii) collect, receive and hold for the account of the Client all
Securities received by the Custodian as a result of a stock dividend, share
sub-division or reorganization, capitalization of reserves or otherwise;
(ix) take any action which is necessary and proper in connection with the
receipt of Securities referred to in Section 6(A)(viii) above;
(x) exchange interim or temporary receipts for definitive certificates, and
old or overstamped certificates for new certificates and hold such definitive
and/or new certificates in the Custody Account;
(xi) make cash disbursements for any expenses incurred in handling the
Property and for similar items in connection with the Custodian's duties under
this Agreement in accordance with the Fee Agreement, and debit the same to the
Client Cash Account or any other account of the Client with the Custodian;
(xii) deliver to the Client transaction advices and/or regular statements
of account showing the Property held at such intervals as may be agreed between
the parties hereto but subject always to applicable Rules; and
(xiii) monitor on a continuing basis the custody risks associated with
maintaining assets with any Eligible Securities Depository (as defined in Rule
17f-7 under the 0000 Xxx) with which the Client maintains or proposes to
maintain assets pursuant to this Agreement, and promptly notify the Client of
any material change in such risks (Custodian having delivered to Client an
analysis of the custody risks associated with maintaining assets with each such
Eligible Securities Depository);
The Custodian agrees to exercise reasonable care, prudence and diligence in
performing the duties set forth in Section 6(c)(xii) above
(B) Custodial duties requiring Instructions. The Custodian is authorized by
the Client to, and where applicable, the Custodian shall, carry out the
following actions in relation to the Property only upon receipt of and in
accordance with specific Instructions:
(i) make payment for and receive Property, or deliver or dispose of
Property;
(ii) (subject to Section 7(C)) deal with subscription, rights, bonus or
scrip issues, conversions, options, warrants and other similar interests or any
other discretionary right in connection with the Property; and
(iii) subject to the agreement of the Custodian, to carry out any action
other than those mentioned in Section 6(A) above.
7. REGISTRATION AND OTHER ACTION
(A) The Client understands and agrees that, except as may be specified in
the Service Standards, Property shall be registered as the Custodian may direct
either in the name of the Custodian, Subcustodian or Clearance System, or
nominee of any of them, in the jurisdiction where the Property is required to be
registered or otherwise held; provided, however that the books and records of
the Custodian shall reflect that such securities are held for the benefit of the
Client. Where feasible, the Custodian will arrange on written request by the
Client for the registration of Property with the issuer or its agent in the name
of the Client or its nominee. The Client understands and agrees, however, that
the Custodian shall have discretion to determine whether such direct
registration is feasible.
(B) The Custodian shall, to the extent reasonably possible, notify, make
available or deliver to the Client, in a timely manner, all official notices,
circulars, reports and announcements that are received by the Custodian in such
capacity concerning the Securities held on the Client's behalf that require
discretionary action.
(C) The Custodian shall provide proxy services to the Client only where
there is a separate agreement in relation to proxy services between the
Custodian and the Client.
(D) Upon receipt of each transaction advice and/or statement of account,
the Client shall examine the same and notify the Custodian within sixty (60)
days of the date of any such advice or statement of any discrepancy between
Instructions given and the situation shown in the transaction advice and/or
statement, and/or of any other errors therein. In the event that the Client does
not inform the Custodian in writing of any exceptions or objections within sixty
(60) days after the date of such transaction advice and/or statement, the Client
shall be deemed to have approved such transaction advice and/or statement.
8. CUSTODY CASH ACCOUNT PAYMENTS
(A) Except as otherwise provided herein, the Custodian shall make, or cause
its agents to make, payments of cash credited to the Custody Cash Account:
(i) in connection with the purchase of Property (other than cash) for the
account of the Client in accordance with Instructions;
(ii) in payment for the account of the Client of (A) all Taxes, fees, costs
and expenses reasonably incurred by the Custodian or its agents under or in
connection with the terms of this Agreement; provided however, no such payments
shall be made for any unusual or non-routine claims or liabilities unless prior
notice is given and the Client consent is obtained and (B) all amounts owed to
the Custodian pursuant to the Fee Agreement;
(iii) for payments to be made in connection with the conversion, exchange
or surrender of Property held in the Custody Account;
(iv) pursuant to assured payment obligations incurred in the capacity of
settlement bank on behalf of the Client within a relevant Clearance System;
(v) for other purposes as may be specified by the Client in its
Instructions; or
(vi) upon the termination of this Agreement on the terms hereof;
PROVIDED THAT, unless otherwise agreed, the payments referred to above
shall not exceed the funds available in the Custody Cash Account at any time.
The Client shall promptly reimburse the Custodian for any advance of cash or any
such taxes, charges, expenses, assessments, claims or liabilities upon request
for payment. Notwithstanding the foregoing, nothing in this Agreement shall
obligate the Custodian to extend credit, grant financial accommodation or
otherwise advance moneys to the Client or assume financial risk on behalf of the
Client for the purpose of meeting any such payments or otherwise carrying out
any Instructions.
(B) Unless otherwise provided herein, the proceeds from the sale or
exchange of Property will be credited to the Custody Cash Account on the date
the proceeds are actually received by the Custodian.
9. ASSURED INCOME PAYMENT SERVICE
The Custodian may, at its absolute discretion, offer the Client an Assured
Income Payment Service in respect of specific Securities, as may be notified by
the Custodian to the Client from time to time. In relation to any such
Securities, the Custodian may, at its absolute discretion, cause the Custody
Cash Account to be credited with an Assured Payment on the Assured Payment Date
relevant thereto; PROVIDED THAT the Custodian shall be entitled to reverse any
credit (in whole or in part) made in respect of that Assured Payment if the
Custodian fails to receive the full amount corresponding to such Assured Payment
within a reasonable time, as determined by the Custodian in its absolute
discretion, after the relevant Assured Payment Date, for any reason whatsoever
other than as a result of the negligence or willful default of the Custodian.
The Assured Income Payment Service shall be provided by the Custodian in
accordance with the Assured Income Payment Standards.
10. WITHDRAWAL AND DELIVERY
Subject to the terms of this Agreement, the Client may at any time demand
withdrawal of all or any part of the Property in the Custody Account and/or the
Custody Cash Account. Delivery of any Property will be made without undue delay
at the expense of the Client at such location as the parties hereto may agree;
PROVIDED THAT if the Custodian has effected any transaction on behalf of the
Client the settlement of which is likely to occur after a withdrawal pursuant to
this Section 10, then the Custodian shall be entitled in its absolute discretion
to close out or complete such transaction and to retain sufficient funds from
the Property for that purpose.
11. ACCESS AND RECORDS
(A) Access to the Custodian's Records. Except as otherwise provided in this
Agreement, during the Custodian's regular business hours and upon receipt of
reasonable notice from the Client, any officer or employee of the Client, any
independent public accountant(s) selected by the Client and any person
designated by any regulatory authority having jurisdiction over the Client shall
be entitled to examine on the Custodian's premises Property held by the
Custodian and the Custodian's records regarding Property deposited with entities
authorized to hold Property in accordance with Section 12 hereof, but only upon
the Client's furnishing the Custodian with Instructions to that effect; PROVIDED
THAT such examination shall be consistent with the Custodian's obligations of
confidentiality to other parties.
(B) Access to Third Party Records. The Custodian shall also, subject to
restrictions under applicable laws and regulations, use its best efforts to
obtain from any entity with which the Custodian maintains the physical
possession or book-entry record of any of the Property in the Custody Account or
the Custody Cash Account such records as may be required by the Client or its
agents.
12. USE OF AGENTS
(A) The Custodian is authorized subject to any relevant Rules, to appoint
agents (each an "agent", which term includes, without limitation, service
providers and Subcustodians, but not Clearance Systems, and which agents may be
a member or members of the Citicorp Organization) and to participate in
Clearance Systems, whether in its own name or that of the Client, and whether by
participation as a member, sponsor or settlement bank within the Clearance
System, to perform any of the duties of the Custodian under this Agreement. The
Custodian may delegate to any such agent or Clearance System any of its
functions under this Agreement, including, without limitation, the collection of
any payment or payments, whether of an income or a capital nature, due on the
Property.
(B) In the selection and use of such agents and participation in such
Clearance Systems, the Custodian shall comply with any relevant Rules, and shall
be responsible only for the negligence in the selection of such agents and
Clearance Systems and shall use reasonable care, prudence and diligence in such
selection and use, but shall otherwise have no responsibility for the
performance by such agents or Clearance System of any of the duties delegated to
them under this Agreement; notwithstanding the foregoing, the Custodian shall be
responsible for the negligence, fraud or willful default of any Subcustodian
that is a Branch or subsidiary of Citibank, N.A., or any Subcustodian or agent
appointed to safekeep property in the United States (other than a Clearance
System) including without limitation, the failure of any such Subcustodian to
exercise reasonable care, prudence and diligence in the performance of the
service for which it was appointed, and shall have the same level of
responsibility to the Client for any nominee company controlled by the Custodian
or by any of the Custodian's affiliated companies as the Custodian has for
itself, and shall take all action necessary on behalf of the Client to obtain
recoveries claimed by Client.
(C) Subject to any relevant Rules and regulations, the Property may be
deposited with any Subcustodian deemed appropriate by the Custodian or in any
Clearance System deemed appropriate by the Custodian or a Subcustodian, as the
case may be; provided that Property shall not be held outside of the United
States unless (i) the Client has identified that it is an investment for which
the primary market is outside the United States or cash and cash equivalents and
(ii) deposited in an Eligible Foreign Custodian approved by the Custodian as the
Client's Foreign Custody Manager pursuant to Rule 17f-5 under the 1940 Act or an
Eligible Securities Depository (as defined in Rule 17f-7 under the 1940 Act).
Property held in any Clearance System shall be subject to the rules or operating
procedures of such Clearance System, including rules regarding supervision or
termination of membership of such Clearance System, and such further information
provided by the Custodian to the Client, or acknowledgments or agreements which
may be required from the Client, for the purposes of this Section 12(C) in
connection with use of a Clearance System from time to time. The Custodian will
direct each Subcustodian and Clearance System to separately identify on its
books Securities held by it pursuant to this Agreement as being held for the
account of the Custodian's customers. The Custodian will direct each
Subcustodian and Clearance System to segregate any such Securities held by such
entity from the assets of the Custodian and such entity. The Custodian shall
take all reasonable steps to insure that Securities are separately identified
and segregated.
The Client is hereby advised that, where the Custodian arranges for any
Property to be held overseas, there may be different settlement, legal and
regulatory requirements in overseas jurisdictions from those applying in the
United States, together with different practices for the separate identification
of the Client's Property.
13. CITICORP ORGANIZATION INVOLVEMENT
(A) To the extent permitted by applicable law, the Client hereby authorizes
the Custodian without the need for the Custodian to obtain the Client's prior
consent:
(i) when acting on Instructions to purchase and/or sell Property from, to
or through itself or any other member of the Citicorp Organization and from
and/or to any other customer of the Custodian or any other member of the
Citicorp Organization; and
(ii) to obtain and keep, without being liable to account to the Client, any
commission payable by any third party or any other member of the Citicorp
Organization in connection with dealings arising out of or in connection with
the Custody Account and/or the Custody Cash Account, but not to exceed usual and
customary commissions.
(B) The Client agrees and understands that if in accordance with
Instructions, an investment is made in any property, held, issued or managed by
any member of the Citicorp Organization, then such member of the Citicorp
Organization may retain a usual and customary profit arising therefrom (in
addition to the charges, commissions and fees payable by the Client under this
Agreement) without being liable to account to the Client for such profit.
(C) The Client agrees and understands that (i) the Custodian and other
members of the Citicorp Organization may have banking or other business
relationships with issuers of Securities held in the Custody Account or
Securities purchased and sold for the Custody Account, and (ii) the Custodian
shall not have any obligations to the Client as a result of such relationships.
14. SCOPE OF RESPONSIBILITY
(A) Subject to the terms hereof, the Custodian shall use all reasonable
care in the performance of its duties under this Agreement and will exercise the
due care of a professional custodian for hire with respect to the Property in
its possession or control. The Custodian will not be responsible for any loss or
damage suffered by the Client as a result of the Custodian performing such
duties unless the loss or damage results from the Custodian's negligence,
willful misconduct or fraud or the negligence, willful misconduct or fraud of
its nominees or any branch or subsidiary (or subcustodian or agent appointed to
safekeep Property in the United States, other than a Clearance System); in the
event of such negligence or willful misconduct the liability of the Custodian in
connection with the loss or damage will not exceed (i) the lesser of the current
replacement cost of any Securities or the market value of the Securities to
which such loss or damage relates at the time the Client reasonably should have
been aware of such negligence or willful misconduct, plus (ii) compensatory
interest up to that time at the rate applicable to the base currency of the
Custody Cash Account. Under no circumstances will the Custodian be liable to the
Client for consequential loss or damage, even if advised of the possibility of
such loss or damage.
(B) The Custodian is not obliged to maintain any insurance on the Property
held under the terms of this Agreement.
(C) In the event that any law, regulation, decree, order or government act,
custom, procedure or practice to which the Custodian, or any Subcustodian or
Clearance System is subject, or to which the Property is subject, prevents or
limits the performance of the duties and obligations of the Custodian, or any
Subcustodian or Clearance System then, upon notice thereof to the Client only to
the extent so limited, until such time as the Custodian, Subcustodian or
Clearance System is again able to perform such duties and obligations hereunder,
such duties and obligations of the Custodian, Subcustodian or Clearance System
shall be suspended. For purpose of this Section 14 (C) customs, practices or
procedures means such matters affecting settlement of securities transactions
and the safekeeping of assets as the Custodian as a foreign custody manager
would be required to consider in determining that assets maintained in a custody
arrangement in a country provide reasonable care and any change in such as would
require the foreign custody manager to advise the Client.
(D) Neither the Custodian nor any member of the Citicorp Organization shall
be responsible for any loss or damage, or failure to comply or delay in
complying with any duty or obligation, under or pursuant to this Agreement
arising as a direct or indirect result of any reason, cause or contingency
beyond its reasonable control, including (without limitation) natural disasters,
nationalization, currency restrictions, act of war, act of terrorism, act of
God, postal or other strikes or industrial actions, or the failure, suspension
or disruption of any relevant stock exchange, Clearance System or market.
(E) The Custodian does not warrant or guarantee the authenticity or
validity of any Security or other Property received by the Custodian, or any
other entity authorized to hold Property under this Agreement. If the Custodian
becomes aware of any defect in title or forgery of any Property, the Custodian
shall promptly notify the Client.
(F) The Client shall be responsible for all filings, tax returns and
reports on any transactions undertaken pursuant to this Agreement, or in respect
of the Property or collections relating to the Property as may be requested by
any relevant authority, whether governmental or otherwise, and for the payment
of all unpaid calls, Taxes (including without limitation any value added tax),
imposts, levies or duties due on or with respect to any principal, interest or
other collections, or any other liability or payment arising out of or in
connection with the Property, and in so far as the Custodian is under any
obligation (whether of a governmental nature or otherwise) to pay the same on
behalf of the Client it may do so out of any Property held by the Custodian
pursuant to the terms of this Agreement.
(G) The Custodian is not acting under this Agreement as an investment
manager, nor as an investment, legal or tax adviser to the Client and the
Custodian's duty is solely to act as a custodian in accordance with the terms of
this Agreement.
(H) Nothing herein shall obligate the Custodian to perform any obligation
or to allow, take or omit taking any action which will breach any relevant
Rules, or any law, rule, regulation or practice of any relevant government,
stock exchange, Clearance System, self-regulatory organization or market.
(I) The Custodian may at any time suspend or terminate its participation
and holding of assets in a Clearance System, and will give reasonable notice to
the Client of any such action. In such case, or in the event of suspension as
contemplated in Section 14(C) above, the Custodian may arrange for the relevant
Securities to be held in certificate form.
(J) The Custodian shall not be responsible for the acts or omissions,
default or insolvency of any broker, counterparty, issuer of Securities or,
except as provided in Section 12(B), Subcustodian, agent or Clearance System,
provided however that the Custodian shall take all reasonable efforts to recover
amounts due from any such broker, counterparty or issuer.
(K) The Custodian shall not be responsible for the accuracy, content or
translation of any notice, circular, report, announcement or other material
forwarded to the Client.
(L) The Custodian shall only have such duties and responsibilities as are
specifically set forth or referred to in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the Custodian.
(M) The Custodian agrees to cooperate with the Client to the extent
reasonably possible to insure the Custodian's actions and the holding of
Property hereunder are consistent with Rule 17f-4 and Rule 17f-5 under the 1940
Act and 17f-7 under the 1940 Act; provided however, in performing its
obligations with respect to this Section 14(M), and Section 6(A)(xii) of this
Agreement, the Custodian may obtain information from sources the Custodian
believes to be reliable, but the Custodian does not warrant the completeness or
accuracy of any such information. Notwithstanding that the Custodian is not
obligated hereunder to make any determination regarding whether Property held by
the Custodian in any Eligible Securities Depository, as defined in Rule 17f-7
under the 1940 Act, will be subject to reasonable care pursuant to Rule 17f-5
under the 1940 Act, the Custodian will provide an analysis of the custody risks
associated with maintaining assets with such Eligible Securities Depository and
will monitor such risks on an ongoing basis and promptly notify the Client of
any material change in these risks. In performing its responsibilities
hereunder, the Custodian shall exercise reasonable care, prudence and diligence.
(N) The Custodian agrees that it will at all times be bound by the
Instructions and entitlement orders from the Client and shall not permit, honor
or act upon any prior, equal or contemporaneous Claim to or instructions or
orders of any kind with respect to Property by or from any other Person, and
shall keep all Property deposited with the Custodian at all times free from all
security interests, charges, claims, mortgages, pledges or other liens,
restrictions or encumbrances other than those arising in connection with
settlement of transactions pursuant to this Agreement and other charges and
payments to Custodian as permitted by this Agreement.
15. LITIGATION; INDEMNITY
(A) The Custodian or any of its agents, as the case may be, may (but
without being under any duty or obligation to) institute or defend legal
proceedings, or take any other action arising out of or in connection with the
Property and the Client shall indemnify the Custodian or agent against any costs
and expenses, including without limitation any reasonable attorneys' fees and
disbursements, arising from such proceedings or other action and make available
to the Custodian such security in respect of such costs and expenses as the
Custodian or agent in its absolute discretion deems necessary or appropriate.
(B) In the event the Custodian does not institute or defend legal
proceedings, or take any other action arising out of or in connection with the
Property, the Custodian hereby agrees that the Client shall, to the extent of
any loss of the Client's interest in the Property and to the extent permitted by
applicable law and not prohibited by contract, be subrogated to all of the
rights of recovery of the Custodian therefor against any third party person or
entity; PROVIDED THAT nothing herein shall be interpreted as granting the Client
any rights to bring any direct action under any insurance policy issued in favor
of the Custodian or as limiting the Custodian's right to bring any action
against any such third party for any damages suffered by the Custodian.
Notwithstanding any other provision hereof, in no event shall the Custodian be
obliged to bring suit in its own name or be obliged to allow suit to be brought
in its name except to the extent necessary to be entitled to seek relief.
Notwithstanding anything herein to the contrary, in the event applicable law or
contract prohibit subrogation, the Custodian shall institute or defend
litigation at the request and cost of the Client. Subject to the terms of this
Section 15(B) and to the extent permitted by law, the Custodian shall execute
and deliver any and all such instruments and documents which the Client may
reasonably request and take such other actions as reasonably necessary or
appropriate to assist the Client in the exercise of such rights of recovery and
to enable the Client to recover against any and all such third party persons or
entities. The Client shall reimburse the Custodian for any reasonable
out-of-pocket costs incurred in connection with the actions contemplated by this
Section 15(B).
(C) The Client agrees to indemnify the Custodian and to defend and hold the
Custodian harmless against all losses, liabilities, claims, expenses and Taxes,
including any reasonable legal fees and disbursements, (each referred to as a
"LOSS") arising directly or indirectly:
(i) from the fact that the Property is registered in the name of or held by
the Custodian or any nominee or agent of the Custodian or any Clearance System;
(ii) without limiting the generality of Section 15(C)(i), from any act
which the Custodian or any nominee or agent performs or permits (including the
provision of any overdraft or other financial accommodation which arises on the
books of the Custodian, whether on an advised or unadvised basis) in relation to
the Property pursuant to and in accordance with this Agreement or any
Instructions;
(iii) from the Custodian or any such nominee, agent or Clearance System
carrying out any Instructions pursuant to the terms of this Agreement,
including, without limitation, Instructions transmitted orally, by telephone,
telex, facsimile transmission or any other means agreed by the Client and the
Custodian from time to time or otherwise;
(iv) from any reclaim or refund of Taxes effected by the Custodian or any
agent for the Client; and
PROVIDED THAT the Custodian shall not be indemnified against or held
harmless from any liability arising out of the Custodian's negligence, fraud or
willful default.
(D) The disclosure by the Client to the Custodian that the Client has
entered into this Agreement as the agent or representative of another person
shall not prevent the Custodian from being entitled to treat the Client as
incurring all obligations as principal under this Agreement.
(E) The Custodian shall give notice of any Loss in respect of which the
Client is obliged to provide indemnification pursuant to this Agreement. Such
notice shall describe the Loss in reasonable detail, and shall indicate the
amount (estimated, if necessary, and to the extent feasible) of the Loss that
has been or may be suffered by Custodian.
16. SET-OFF
In addition to any other remedies available to the Custodian under
applicable law, the Custodian may, for cash settlement purposes only, without
prior notice to the Client, set off any payment obligation owed to it by the
Client against any payment obligation owed by it to the Client regardless of the
place of payment or currency of either obligation (and for such purposes may
make any currency conversion necessary).
17. FEES AND EXPENSES
Without prejudice to any of its liabilities and obligations under this
Agreement, the Client agrees to pay to the Custodian from time to time such fees
and commissions for its services pursuant to this Agreement as determined in
accordance with the terms of the Fee Agreement, together with any applicable
taxes or levies, including, without limitation, all those items referred to in
Section 8(ii) hereof. The Custodian is further authorized to debit upon prior
notice and consent of the Client (as well after as before the date of any
termination pursuant to Section 19 hereof) any account of the Client with the
Custodian, including, without limitation, the Custody Cash Account, for any
amount owing to the Custodian from time to time under this Agreement.
18. TAX STATUS/WITHHOLDING TAXES
(A) The Client will provide the Custodian with information as to its tax
status as reasonably requested by the Custodian from time to time.
(B) The Client may be required from time to time to file such proof of
taxpayer status or residence, to execute such certificates and to make such
representations and warranties, or to provide any other information or documents
in respect of the Property, as the Custodian or any of its agents may deem
necessary or proper to fulfill the obligations of the Custodian or its agents
under applicable law. The Client shall provide the Custodian or its agents, as
appropriate, in a timely manner, with copies, or originals if necessary and
appropriate, of any such proofs of residence, taxpayer status or identity,
beneficial ownership of Property and any other information or documents which
the Custodian or its agents may reasonably request.
(C) If any Taxes shall become payable with respect to any payment due to
the Client, such Taxes may be withheld from such payment in accordance with
applicable law. The Custodian and any agents may withhold any interest, any
dividends or other distributions or securities receivable in respect of
Securities, proceeds from the sale or distribution of Securities ("Payments"),
or with prior notice to and consent of Client may sell for the account of the
Client any part thereof or all of the Securities, and may apply such Payment
and/or cash from the Custody Cash Account in satisfaction of such Taxes, the
Client remaining liable for any deficiency. If any Taxes shall become payable
with respect to any payment made to the Client by the Custodian or its agents in
a prior year, the Custodian or its agents may withhold Payments in satisfaction
of such prior year's Taxes.
(D) In the event the Client requests that the Custodian provide tax relief
services and the Custodian agrees to provide such services, the Custodian or any
of its agents, shall apply for appropriate tax relief (either by way of reduced
tax rates at the time of an income payment or retrospective tax reclaims in
certain markets as agreed from time to time); PROVIDED THAT the Client provides
to the Custodian such documentation and information as is necessary to secure
such tax relief. Custodian shall advise Client of the necessary documentation.
In no event shall the Custodian or any of its agents be responsible for the
difference between the statutory rate of withholding and the treaty rate of
withholding if the Custodian or any of its agents are unable to secure tax
relief.
19. TERMINATION
(A) Either of the parties hereto may terminate this Agreement by giving not
less than 60 days' prior written notice to the other party; PROVIDED THAT within
60 days of such notice, the Client shall provide the Custodian with Instructions
specifying the person to whom the Custodian shall deliver the Property in the
Custody Account and Custody Cash Accounts; PROVIDED FURTHER THAT if the
Custodian has effected any transaction on behalf of the Client the settlement of
which is likely to extend beyond the expiration of such notice, then the
Custodian shall be entitled in its absolute discretion to close out or complete
such transaction and to retain sufficient funds from the Property for that
purpose. If within 60 days following termination, the Client fails to give the
Custodian Instructions specifying the person to whom the Custodian shall deliver
the Property in the Custody Account and Custody Cash Account, the Custodian
shall deliver the Property to the Client at its address set out above.
(B) The rights and obligations contained in Sections 15, 16, 17 and 18 of
this Agreement shall survive the termination of this Agreement.
20. ASSIGNMENT
This Agreement shall bind and enure for the benefit of the parties hereto
and their respective successors and permitted assigns, and the Client shall not
assign, transfer or charge all or any rights or benefits hereunder without the
written consent of the Custodian. The Custodian may not assign, transfer or
charge all or any of its rights or benefits hereunder without the written
consent of the Client; PROVIDED HOWEVER that this Agreement may be assigned by
the Custodian to another member of the Citicorp Organization with equal or
greater shareholders equity with prior written notice to the Client, and such
assignee shall, without the execution or filing of any consents or other
documents, succeed to and be substituted for the Custodian with like effect as
though such assignee had been originally named as the Custodian hereunder. Any
purported assignment, transfer or charge made in contravention of this Section
shall be null and void and of no effect whatsoever.
21. INTENTIONALLY DELETED.
22. DISCLOSURE
(A) The Client agrees and understands that the Custodian or its agents may
disclose information regarding the Custody Account and/or the Custody Cash
Account if required to do so (i) to establish under the laws of any relevant
jurisdiction the nominee (or similar) status of the Custodian or its agents with
respect to Property in the Custody Account and/or Custody Cash Account for the
purpose of performing or discharging its duties and obligations under this
Agreement, (ii) to enable auditors to perform auditing services, (iii) to make
the required tax certifications in the relevant jurisdictions, (iv) by any
applicable law, statute or regulation or court order or similar process in any
relevant jurisdiction, (v) by order of an authority having power to require
disclosure by the Custodian or its agents within the jurisdiction of such
authority, whether of a governmental nature or otherwise, or (vi) where required
by the operating rules of any relevant Clearance System.
(B) The Client hereby authorizes (i) the collection, storage and processing
of any information relating to the Client by the Custodian and the Branches,
subsidiaries, affiliates and agents of, or Clearance Systems used by, Citibank,
N.A.; and (ii) the transfer of any information relating to the Client to and
between the Branches, subsidiaries, affiliates and agents of, or Clearance
Systems used by, Citibank, N.A. and third parties selected by any of them,
wherever situated, for confidential use in connection with the provision of
services to the Client, and further acknowledges that any such Branch,
subsidiary, affiliate, agent, third party or Clearance System shall be entitled
to transfer any such information as required by any law, court, legal process or
as requested by any authority in accordance with which it is required to act, as
it shall reasonably determine. Custodian shall advise Client prior to any such
disclosure.
(C) The Client agrees that the terms of this Agreement shall be kept
strictly confidential and no printed materials or other matter in any language
(including without limitation, prospectuses, statements of additional
information, notices to shareholders, annual reports and promotional materials)
which mention Citicorp, Citibank, N.A. or the Custodian's name, or the rights,
powers or duties of the Custodian, shall be issued by the Client or on the
Client's behalf unless Citibank, N.A. and/or the Custodian (as applicable) shall
first have given its specific written consent thereto; PROVIDED THAT no prior
consent shall be required if the only reference to the Custodian's name is in
identifying the Custodian as one of the Client's custodians and/ or describing
Custodian's responsibilities for Client per the terms of this Agreement.
23. NOTICES
All notices and communications to be given by one party to the other under
this Agreement shall be in writing in the English language and (except for
notices, reports and information from the Custodian, and Instructions given by
electronic means) shall be made either by telex or facsimile, other electronic
means agreed to by the parties or by letter addressed to the party concerned at
the addresses set out above (or at such other addresses as may be notified in
writing by either party to the other from time to time). Any such notice or
communication hereunder shall be effective upon actual receipt.
24. GOVERNING LAW AND JURISDICTION
(A) This Agreement shall be governed by and construed in accordance with
the internal laws (and not the laws of conflict) of the state of New York. The
Client agrees for the benefit of the Custodian and, without prejudice to the
right of the Custodian to take any proceedings in relation hereto before any
other court of competent jurisdiction, that the courts of the State of New York
shall have jurisdiction to hear and determine any suit, action or proceeding,
and to settle any disputes, which may arise out of or in connection with this
Agreement and, for such purposes, irrevocably submits to the non-exclusive
jurisdiction of such courts.
(B) Each party hereto waives any objection it may have at any time to the
laying of venue of any actions or proceedings brought in a court of the State of
New York, waives any claim that such actions or proceedings have been brought in
an inconvenient forum and further waives the right to object that such court
does not have jurisdiction over such party.
(C) The Client irrevocably waives, to the fullest extent permitted by
applicable law, with respect to itself and its revenues and assets (irrespective
of their use or intended use), all immunity on the grounds of sovereignty or
similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by
way of injunction, order for specific performance or for recovery of property,
(iv) attachment of its assets (whether before or after judgment), and (v)
execution or enforcement of any judgment to which it or its revenues or assets
might otherwise be entitled in any actions or proceedings in such courts, and
irrevocably agrees, to the fullest extent permitted by applicable law, that it
will not claim such immunity in any such actions or proceedings.
(D) The Client hereby understands and agrees that the opening of, the
holding of all or any part of the Property in, and the delivery of any
Securities and other Property to or from, the Custody Account and Custody Cash
Account and the performance of any activities contemplated in this Agreement by
the Custodian, including acting on any Instructions, are subject to the relevant
local laws, regulations, decrees, orders, government acts, customs, procedures
and practices (i) to which the Custodian, or any Subcustodian or Clearance
System, is subject and (ii) as exist in the country in which the Property is
held.
25. MISCELLANEOUS
(A) This Agreement shall not be amended except by a written agreement and
any purported amendment made in contravention of this Section shall be null and
void and of no effect whatsoever.
(B) This Agreement and the Amended and Restated Foreign Custody Manager
Agreement shall constitute the entire agreement between the Client and the
Custodian and, unless otherwise expressly agreed in writing, shall supersede,
amend, restate and replace all prior agreements relating to global custodial
services, written or oral, between the parties hereto; provided, however, that
the Pooled Repurchase Custody Agreement dated September 27, 1993 as amended by
the First Amendment thereto dated June, 1994 between the Custodian and certain
Xxxxxxxxxxx and Centennial Funds including the Client shall remain in full force
and effect, and in the event of any inconsistencies between the provisions of
this Agreement and the Pooled Repurchase Custody Agreement, the latter agreement
shall control.
(C) The parties hereto agree that (i) the rights, powers, privileges and
remedies stated in this Agreement are cumulative and not exclusive of any
rights, powers, privileges and remedies provided by law, unless specifically
waived, and (ii) any failure or delay in exercising any right power, privilege
or remedy will not be deemed to constitute a waiver thereof and a single or
partial exercise of any right, power, privilege or remedy will not preclude any
subsequent or further exercise of that or any other right, power, privilege or
remedy.
(D) In the event that any provision of this Agreement, or the application
thereof to any person or circumstances, shall be determined by a court of proper
jurisdiction to be invalid or unenforceable to any extent, the remaining
provisions of this Agreement, and the application of such provisions to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall be unaffected thereby and such provisions shall be valid
and enforced to the fullest extent permitted by law in such jurisdiction.
(E) Titles to Sections of this Agreement are included for convenience of
reference only and shall be disregarded in construing the language contained in
this Agreement.
(F) This Agreement may be executed in several counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized.
CITIBANK, N.A., New York Office(Custodian) OPPENHEIMERFUNDS, INC.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxxxx X. Xxxx
Title Vice President Title Vice President
Name: Xxxxxx Xxxxxxxx on behalf of each investment
company identified on Appendix A
Title: Vice President
attached hereto individually and severally, and not jointly and severally
APPENDIX A
Xxxxxxxxxxx Xxxxxxxxxxx Custodian Tax ID
Fund Number Fund Name A/C # #
OppenheimerFunds, Inc. Funds Using Citibank as Custodian
150 Centennial Money Market Trust 099920 00-0000000
160 Centennial Tax Exempt Trust 099862 00-0000000
170 Centennial Government Trust 099975 00-0000000
180 Centennial California Tax Exempt Trust 845873 00-0000000
195 Xxxxxxxxxxx International Diversified Fund 851564 00-0000000
200 Xxxxxxxxxxx Money Market Fund 345246 00-0000000
205 Xxxxxxxxxxx Disciplined Allocation Fund 849868 00-0000000
215 Xxxxxxxxxxx Global Opportunities Fund 849872 00-0000000
220 Xxxxxxxxxxx US Government Trust Fund 847143 00-0000000
000 Xxxxxxxxxxx Xxxxxx Xxxx 000000 00-0000000
300 Xxxxxxxxxxx Capital Income Fund 849878 00-0000000
310 Xxxxxxxxxxx AMT-Free Municipals Fund 347080 00-0000000
345 Xxxxxxxxxxx Convertible Securities Fund 849880 00-0000000
355 Xxxxxxxxxxx Limited Term NY Muni Fund 847622 00-0000000
000 Xxxxxxxxxxx XXX-Xxxx Xxx Xxxx Xxxxxxxxx Xxxx 000000 00-0000000
365 Rochester Fund Municipals 847621 00-0000000
375 Xxxxxxxxxxx Value Fund 849882 00-0000000
395 Xxxxxxxxxxx New Jersey Municipal Fund 847331 00-0000000
410 Xxxxxxxxxxx Gold and Special Minerals Fund 849886 00-0000000
420 Xxxxxxxxxxx Equity Fund, Inc. 849888 00-0000000
500 Xxxxxxxxxxx Discovery Fund 849890 00-0000000
540 Xxxxxxxxxxx Portfolio Series - Conservative Investor Fund 851347 00-0000000
545 Xxxxxxxxxxx Portfolio Series - Moderate Investor Fund 851348 00-0000000
550 Xxxxxxxxxxx Portfolio Series - Active Investor Fund 851350 00-0000000
555 Xxxxxxxxxxx Portfolio Series - Aggressive Investor Fund 851349 00-0000000
560 Xxxxxxxxxxx Dividend Growth Fund 851360 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxx Xxxx Municipal Fund 851866 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Municipal Fund 851869 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Municipal Fund 851875 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxxx Municipal Fund 851870 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxx Municipal Fund 851884 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxxx Municipal Fund 851880 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Municipal Fund 851882 00-0000000
590 Xxxxxxxxxxx Real Estate Fund 849716 00-0000000
600 Xxxxxxxxxxx Select Value Fund 849839 00-0000000
625 Xxxxxxxxxxx International Value Fund 850449 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Municipal Fund 851860 00-0000000
000 Xxxxxxxxxxx Xxxx Xxxxxx Fund 849906 00-0000000
000 Xxxxxxxxxxx Xxxxxxxx Xxxxxx Xxxx 000000 00-0000000
000 Xxxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxxxx Xxxx 000000 00-0000000
740 Xxxxxxxxxxx Pennsylvania Municipal Fund 845861 00-0000000
745 Xxxxxxxxxxx XxxXxx Fund 849914 00-0000000
760 Xxxxxxxxxxx Cash Reserves 845764 00-0000000
765 Xxxxxxxxxxx Emerging Technologies Fund 849916 00-0000000
780 Centennial New York Tax-Exempt Trust 845766 00-0000000
790 Xxxxxxxxxxx California Municipal Fund 845767 00-0000000
795 Rochester National Municipals 847279 00-0000000
801 Xxxxxxxxxxx Limited Term California Muni Fund 850947 00-0000000
855 Xxxxxxxxxxx Limited Term Government Fund 846077 00-0000000
860 Xxxxxxxxxxx Limited Term Municipal Fund 846078 00-0000000
000 Xxxxxxxxxxx Xxxxxxxxxx Xxxx 000000 00-0000000
351 Legacy Program/Growth Pool 849393
352 Legacy Program/Income Pool 849394
353 Legacy Program/Money Pool 849396
354 Legacy Program/ Aggressive Growth 849731
451 Legacy Stable Value A 849732
452 Legacy Stable Value B 849733
453 Legacy Stable Value C 849734
454 Legacy PIF Income A 849735
455 Legacy PIF Income B 849736
456 Legacy PIF Income C 849737
457 Legacy PIF Growth & Income A 849738
458 Legacy PIF Growth & Income B 849739
459 Legacy PIF Growth & Income C 849740
461 Core Account 849761 00-0000000
462 Core Plus Account 850955 00-0000000
463 Short Duration Account 850957 00-0000000
Tremont Entities Using Citibank as Custodian
481 OFI Tremont Market Neutral Hedge 849866 00-0000000
482 OFI Tremont Core Diversified Hedge 849867 00-0000000
Quest Entities Using Citibank as Custodian
225 Xxxxxxxxxxx Quest Value Fund, Inc. 847940 00-0000000
236 Xxxxxxxxxxx Quest Opportunity Value Fund 847941 00-0000000
251 Xxxxxxxxxxx Small & Mid Cap Value Fund 847942 00-0000000
254 Xxxxxxxxxxx Quest International Value Fund 847945 00-0000000
257 Xxxxxxxxxxx Quest Balanced Fund 847973 00-0000000
835 Xxxxxxxxxxx Quest Capital Value Fund, Inc. 847944 00-0000000
529 Entities Using Citibank as Custodian
953 529 AGGRESSIVE PORTFOLIO 851127
954 529 MODERATE PORTFOLIO 851128
955 529 BALANCED PORTFOLIO 851129
956 529 CONSERVATIVE PORT 851130
957 529 ULTRA CONSERV 851131
958 529 MONEY MARKET 851132
959 529 100% EQUITY 851133
960 529 VAN TOT STK MKT 851134
961 529 VAN TOT BOND MKT 851135
962 529 VAN BALANCED 851136
963 529 VAN INTL STOCK 851137
0000 XX XX XXXXXXXXXX XXXX 000000
1182 NM SE CONSERVATIVE 851302
1183 NM SE MODERATE PORTFOLIO 851303
1184 NM SE CONSERVATIVE 851304
1185 NM SE SCHOOL YR PORTFOLIO 851305
0000 XX XX XXXXX-XXXX XXXXX 000000
0000 XX XX ULTRA CONSERVATIVE 851307
0000 XX XX DIVERSIFIED INCOME 851308
0000 XX XX XXXXXX XXXXXXXXX 000000
0000 XX XX INTERMED TERM BOND 851310
0000 XX XX XXXXX XXX XXXX 000000
1169 NM SE LARGE CAP GROWTH 851312
0000 XX XX XXXXX XXX XXXXX 000000
1168 NM SE LARGE CAP GROWTH 851314
0000 XX XX XXXXX XXX XXXX 000000
1331 TEP AGGRESSIVE PORTFOLIO 851316
1332 TEP MOD. AGGRESS PORT 851317
1333 TEP MODERATE PORTFOLIO 851318
1334 TEP CONSERVATIVE PORT 851319
1335 TEP SCHOOL YEARS PORT 851320
1343 TEP SHORT TERM YIELDS 851321
1344 TEP ULTRA CONSERVATIVE 851322
OTC, OFII, and FITC Entities Using Citibank as Custodian
152 OTC Value Equity Fund 849503
100 OFI Institutional Alpha-Plus Fund, LP 849503
153 OTC Municipal Employees Equity Fund 849504
171 OTC Multi-Employer Equity Fund 849505
172 OTC Mid Cap Value Equity Fund 849506
173 OTC Small Cap Value Equity Fund 849507
174 OTC International Value Fund 849508
182 OTC Total Return Fund 849509
183 OTC Moderate Duration Fund 849510
184 OTC Intermediate Maturity US Bond Fund 849511
186 OTC Quality Bond Fund 849512
188 OTC GEWT Equity Fund 849513
189 OTC GEWT Limited Maturity Fixed Income 849514
OTC Queens County - ISP 849515
OTC Queens County - EOSP Dividend 849516
OTC Queens County - ESOP 849517
OTC Queens County - ISP Stock 849518
OTC Spurwink Schools - Equity Fund 849519
OTC Central Maine - Equity Fund 849520
OTC Central Maine - Fixed Income Fund 849521
BCM Employee Stock Ownership Plan 849523
OTC Central Maine Retirement Plan 849525
OTC Queens Cty Segregated 849832
208 OTC Growth Fund 849388
247 OTC International Growth Fund 849389
248 OTC Trinity Core Equity Fund 849390
278 OTC MidCap Fund 849391
378 OTC U.S. Government Trust Fund 849392
489 OFITC Emerging Markets Equity Fund 849982
811 Stable Value 851630
912 OFI Inst ADR LLC 850949
915 OFI Inst Focused Growth LLC 850958
916 OFI Inst Emerging Market Equity 850960
917 OFI Inst Enhanced Index Large Cap LLC 850961
918 OFI Inst Enhanced Index Large Cap Growth LLC 850962
919 OFI Inst Enhanced Index C Large Cap Value LLC 850964
920 OFI Inst Intrinsi Value LL 850965
921 OFI Inst Large Cap Core LLC 850966
922 OFI Inst Mid Cap Value LLC 850967
923 OFI Inst Real Asset LLC 850968
925 OFI Inst Small Cap Growth LLC 850971
926 OFI InstC Small Cap Value LLC 850973
927 OFI Inst XXXX Cap Core LLC 850975
928 OFI Inst XXXX Cap Value LLC 850978
929 OFI Institutional International Equity LLC 849821
930 OFI Inst Market Neutral LLC 849825
931 OFI Inst Small Cap Sore LLC 849824
936 OFITC Real Asset 851652
964 OFITC Global Fund 850527
966 OFITC Enhanced Index Large Cap Growth 851180
967 OFITC Enhanced Index Large Cap Value 851181
