Master Custodian Agreement
This Agreement is made as of September 10, 2008 by and among each management investment
company identified on Appendix A hereto (each such investment company and each management
investment company made subject to this Agreement in accordance with Section 22.5 below, shall
hereinafter be referred to as a “Fund”), and State Street Bank and Trust
Company, a Massachusetts trust company (the “Custodian”).
Witnesseth:
Whereas, each Fund may or may not be authorized to issue shares of common stock
or shares of beneficial interest in separate series (“Shares”), with each such series representing
interests in a separate portfolio of securities and other assets;
Whereas, each Fund so authorized intends that this Agreement be applicable to each
of its series set forth on Appendix A hereto (such series together with all other series
subsequently established by the Fund and made subject to this Agreement in accordance with Section
22.6 below, shall hereinafter be referred to as the “Portfolio(s)”);
Whereas, each Fund not so authorized intends that this Agreement be applicable to it
and all references hereinafter to one or more “Portfolio(s)” shall be deemed to refer to such
Fund(s); and
Now, Therefore, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
Section 1. Employment of Custodian and Property to be Held by It
Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including
securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places
within the United States (“domestic securities”) and securities it desires to be held outside the
United States (“foreign securities”). Each Fund, on behalf of its Portfolio(s), agrees to deliver
to the Custodian all securities and cash of the Portfolios, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities owned by the
Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be
issued or sold from time to time. The Custodian shall not be responsible for any property of a
Portfolio which is not received by it or which is delivered out in accordance with Proper
Instructions (as such term is defined in Section 9 hereof) including, without limitation, Portfolio
property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a
“Local Agent”), (ii) held by Special Sub-Custodians (as such term is defined in Section 7 hereof),
(iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have
received Portfolio property as security for such advance(s) (each a “Pledgee”), or (iv) delivered
or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as
such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions
(as such term is defined in Section 9 hereof). With respect to uncertificated shares (the
“Underlying Shares”) of registered “investment companies” (as defined in Section 3(a)(1) of the
Investment Company Act of 1940, as amended from time to time (the “1940 Act”)), whether in the same
“group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 0000 Xxx) or
otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act (hereinafter sometimes
referred to as the “Underlying Portfolios”) the holding of confirmation statements that identify
the shares as being recorded in the Custodian’s name on behalf of the Portfolios will be deemed
custody for purposes hereof.
Upon receipt of Proper Instructions, the Custodian shall on behalf of the applicable Portfolio(s)
from time to time employ one or more sub-custodians located in the United States, but only in
accordance with an applicable vote by the Board of Trustees or the Board of Directors of the Fund
(as appropriate, and in each case, the “Board”) on behalf of the applicable Portfolio(s), and
provided that the Custodian shall have no more or less responsibility or liability to any Fund on
account of any actions or omissions of any sub-custodian so employed than any such sub-custodian
has to the Custodian. The Custodian may place and maintain each Fund’s foreign securities with
foreign banking institution sub-custodians employed by the Custodian and/or foreign securities
depositories, all as designated in Schedules A and B hereto, but only in
accordance with the applicable provisions of Sections 3 and 4 hereof.
Section 2. Duties of the Custodian with Respect to Property of the Portfolios to be Held in the United States
Section 2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of each Portfolio all non-cash property, including collateral
of a U.S. registered broker-dealer held by the Portfolio, to be held by it in
the United States, including all domestic securities owned by such Portfolio other than (a)
securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a
securities depository or in a book-entry system authorized by the U.S.
Department of the Treasury (each, a “U.S. Securities System”) and (b) Underlying Shares owned by
each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street
Bank and Trust Company or such other entity which may from time to time act as a transfer agent
for the Underlying Portfolios and with respect to which the Custodian is provided with Proper
Instructions (the “Underlying Transfer Agent”).
Section 2.2 Delivery of Securities. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by the Custodian, in a
U.S. Securities System account of the Custodian or in an account at the
Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable
Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only
in the following cases:
| 1) | Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment; | ||
| 2) | Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; | ||
| 3) | In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof; | ||
| 4) | To the depository agent in connection with tender or other similar offers for securities of the Portfolio; | ||
| 5) | To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; |
-2-
| 6) | To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; | ||
| 7) | Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct; | ||
| 8) | For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; | ||
| 9) | In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; | ||
| 10) | For delivery in connection with any loans of securities made by the Portfolio (a) against receipt of collateral as agreed from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund; | ||
| 11) | For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio; | ||
| 12) | For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA,” formerly known as The National Association of Securities Dealers, Inc.), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio; | ||
| 13) | For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the |
-3-
| Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the “CFTC”) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio; | |||
| 14) | Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a “Repo Custodian”), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a “Free Trade”), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made; | ||
| 15) | Upon receipt of instructions from the Fund’s transfer agent (the “Transfer Agent”) for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the “Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption; | ||
| 16) | In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.10 hereof; | ||
| 17) | For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and | ||
| 18) | For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and (b) the person or persons to whom delivery of such securities shall be made. |
Section 2.3 Registration of Securities. Domestic securities held by
the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in
the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian
which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in
writing the appointment of a nominee to be used in common with other registered management
investment companies having the same investment adviser as the Portfolio, or in the name or nominee
name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any
sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf
of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery
form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the
Custodian shall utilize its best efforts only to timely collect income due the Fund on such
securities and to notify the Fund on a best efforts basis only of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or exchange offers.
Section 2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the United States in the name of each Portfolio of each Fund,
subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement,
and shall hold in such account or accounts, subject to the provisions hereof, all cash received by
it from or for the account of the Portfolio, other than
-4-
cash maintained by the Portfolio in a bank account established and used in accordance with Rule
17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to
its credit as Custodian in the banking department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or desirable; provided, however, that every
such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that
each such bank or trust company and the funds to be deposited with each such bank or trust company
shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such
funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable
by the Custodian only in that capacity.
Section 2.5 Collection of Income. Except with respect to Portfolio
property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section
2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis
all income and other payments with respect to registered domestic securities held hereunder to
which each Portfolio shall be entitled either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income and other payments with respect to bearer
domestic securities if, on the date of payment by the issuer, such securities are held by the
Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on securities held hereunder. The
Custodian shall credit income to the Portfolio as such income is received or in accordance with the
Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of
receipt may be reversed when the Custodian determines that payment will not occur in due course and
the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income due each
Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the
responsibility of the applicable Fund. The Custodian will have no duty or responsibility in
connection therewith, other than to provide the Fund with such information or data as may be
necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to
which the Portfolio is properly entitled.
Section 2.6 Payment of Fund Monies. The Custodian shall pay out
monies of a Portfolio as provided in Section 5 and otherwise upon receipt of Proper Instructions
on behalf of the applicable Portfolio, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following
cases only:
| 1) | Upon the purchase of domestic securities, derivatives or other instruments for the account of the Portfolio but only (a) in accordance with customary or established market practices and procedures, including, without limitation, delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such securities, derivatives or other instruments or evidence of title to such derivatives or other instruments to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the |
-5-
| Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein; | |||
| 2) | In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof; | ||
| 3) | For the redemption or repurchase of Shares issued as set forth in Section 8 hereof; | ||
| 4) | For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; | ||
| 5) | For the payment of any dividends on Shares declared pursuant to the Fund’s articles of incorporation or organization and by-laws or agreement or declaration of trust, as applicable, and Prospectus (collectively, “Governing Documents”); | ||
| 6) | For payment of the amount of dividends received in respect of securities sold short; | ||
| 7) | Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(14), as applicable, shall each be referred to herein as a “Free Trade”), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made; | ||
| 8) | For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and | ||
| 9) | For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made. |
Section 2.7 Appointment of Agents. The Custodian may at any time or
times in its discretion, upon notice to the Fund, appoint (and may at any time remove) any other
bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its
agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time
direct; provided, however, that the appointment of any agent shall not relieve the Custodian of
its responsibilities or liabilities hereunder. The Underlying Transfer Agent shall not be deemed
an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision
of this Agreement.
Section 2.8 Deposit of Fund Assets in U.S.
Securities Systems. The Custodian may deposit and/or maintain securities owned by a Portfolio in a
U.S. Securities System in compliance with the conditions of Rule 17f-4 under the
1940 Act, as amended from time to time.
-6-
Section
2.9 Segregated Account.
The Custodian shall upon receipt of
Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated
account or accounts for and on behalf of each such Portfolio, into which account or accounts may be
transferred cash and/or securities of the Portfolio, including securities maintained in an account
by the Custodian pursuant to Section 2.8 hereof and collateral of a broker-dealer held by the
Portfolio, (a) in accordance with the provisions of any agreement among the Fund on behalf of the
Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the
FINRA (or any futures commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing Corporation and of any registered
national securities exchange (or the CFTC or any registered contract market), or of any
similar organization or organizations, regarding escrow or other arrangements in connection with
transactions by the Portfolio, (b) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Portfolio or commodity futures contracts
or options thereon purchased or sold by the Portfolio, (c) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act Release No. 10666, or any
subsequent release of the U.S. Securities and Exchange Commission (the “SEC”), or
interpretative opinion of the staff of the SEC, relating to the maintenance of segregated
accounts by registered management investment companies, and (d) for any other purpose in accordance
with Proper Instructions.
Section 2.10
Deposit of Fund Assets with the Underlying Transfer Agent. Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall
be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer
Agent and the Custodian’s only responsibilities with respect thereto shall be limited to the
following:
| 1) | Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio. | ||
| 2) | In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian’s books and records. | ||
| 3) | In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian’s books and records. |
| The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except for losses resulting directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees. |
Section 2.11 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt
-7-
of income or other payments with respect to domestic securities of each Portfolio held by it and
in connection with transfers of securities.
Section 2.12 Proxies. Except with respect to Portfolio property
released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), the
Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly
executed by the registered holder of such securities, if the securities are registered otherwise
than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication
of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such
proxies, all proxy soliciting materials and all notices relating to such securities.
Section 2.13 Communications Relating to Portfolio Securities. Except
with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased
pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall
transmit promptly to the applicable Fund for each Portfolio all written information (including,
without limitation, pendency of calls and maturities of domestic securities and expirations of
rights in connection therewith and notices of exercise of call and put options written by the Fund
on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Fund on
behalf of the Portfolio) received by the Custodian from issuers of the securities being held for
the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to
the applicable Fund all written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or its agents) making the tender
or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with domestic securities or other property of the
Portfolios at any time held by it unless (i) the Custodian is in actual possession of such domestic
securities or property and (ii) the Custodian receives Proper Instructions with regard to the
exercise of any such right or power, and both (i) and (ii) occur at least three business days prior
to the date on which the Custodian is to take action to exercise such right or power. The Custodian
shall also transmit promptly to the applicable Fund for each Portfolio all written information
received by the Custodian regarding any class action or other litigation in connection with
Portfolio securities or other assets issued in the United States and then held, or previously held,
during the term of this Agreement by the Custodian for the account of the Fund for such Portfolio,
including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt,
upon and after the effective date of any termination of this Agreement, with respect to a Fund or
its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit
any information under this Section 2.13.
Section 3. Provisions Relating to Rules 17f-5 and 17f-7
Section 3.1. Definitions. As used throughout this Agreement, the
capitalized terms set forth below shall have the indicated meanings:
“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets
in a particular country including, but not limited to, such country’s political environment,
economic and financial infrastructure (including any Eligible Securities Depository operating in
the country), prevailing or developing custody and settlement practices, and laws and regulations
applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
“Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including
a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule
17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set
forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a
Bank (as defined in Section 2(a)(5) of the 0000 Xxx) meeting the requirements
-8-
of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible
Securities Depository.
“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.
“Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which
the primary market is outside the United States and such cash and cash equivalents as are
reasonably necessary to effect the Portfolios’ transactions in such investments.
“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.
“Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.
“Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.
Section 3.2. The Custodian as Foreign Custody Manager.
3.2.1 Delegation to the Custodian as Foreign Custody Manager. Each
Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section
(b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign
Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such
delegation as Foreign Custody Manager with respect to the Portfolios.
3.2.2 Countries Covered. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only with respect to the
countries and custody arrangements for each such country listed on Schedule A to this
Agreement, which list of countries may be amended from time to time by any Fund with the agreement
of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the
Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the
Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole
discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended
versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to
place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by
each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements
for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund’s
Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Execution of this Agreement by each Fund shall be
deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in
each country listed on Schedule A. Following the receipt of Proper Instructions directing
the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian
selected by the Foreign Custody Manager in a designated country, the delegation by the Board on
behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be
deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody
Manager with respect to such Portfolio with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect
to a designated country upon written notice to the Fund. Forty-five (45) days (or such shorter or
longer period to which the parties may agree in writing) after receipt of any such notice by the
Fund, the Custodian shall have
-9-
no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to
the country as to which the Custodian’s acceptance of delegation is withdrawn.
3.2.3 Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign
Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in
each country listed on Schedule A, as amended from time to time. In performing its
delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an
Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets
will be subject to reasonable care, based on the standards applicable to custodians in the country
in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all
factors relevant to the safekeeping of such assets, including, without limitation the factors
specified in Rule 17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The Foreign Custody
Manager shall determine that the contract governing the foreign custody arrangements with each
Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements
of Rule 17f-5(c)(2).
(c) Monitoring. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody
Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness
of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract
governing the custody arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian. In the event the Foreign Custody Manager determines that the custody
arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the
Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4 Guidelines for the Exercise of Delegated Authority. For
purposes of this Section 3.2, the Board shall be deemed to have considered and determined to
accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each
country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement
of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an
amended Schedule A at the end of the calendar quarter in which an amendment to such
Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board
of any other material change in the foreign custody arrangements of the Portfolios described in
this Section 3.2 after the occurrence of the material change.
3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In
performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise
reasonable care, prudence and diligence such as a person having responsibility for the safekeeping
of assets of management investment companies registered under the 1940 Act would exercise.
3.2.7
Representations with Respect to Rule 17f-5. The
Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined
in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has
determined that it is reasonable for such Board to rely on the Custodian to perform the
responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody
Manager of the Portfolios.
-10-
3.2.8 Effective Date and Termination of the Custodian as Foreign Custody
Manager. Each Board’s delegation to the Custodian as Foreign Custody Manager of the
Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at
any time, without penalty, by written notice from the terminating party to the non-terminating
party. Termination will become effective forty-five (45) days after receipt by the non-terminating
party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and
termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to
designated countries.
Section 3.3 Eligible Securities Depositories.
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the
Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the
custody risks associated with maintaining assets with the Eligible Securities Depositories set
forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b)
monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized
investment manager or investment adviser) of any material change in such risks, in accordance with
section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.
| Section 4. Duties of the Custodian with Respect to Property of the Portfolios to be Held Outside the United States |
Section 4.1 Definitions. As used throughout this Agreement, the
capitalized terms set forth below shall have the indicated meanings:
“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.
“Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign
Custodian.
Section 4.2. Holding Securities. The Custodian shall identify on its
books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or
Foreign Securities System. The Custodian may hold foreign securities for all of its customers,
including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as
belonging to the Custodian for the benefit of its customers, provided however, that (i) the records
of the Custodian with respect to foreign securities of the Portfolios which are maintained in such
account shall identify those securities as belonging to the Portfolios and (ii), to the extent
permitted and customary in the market in which the account is maintained, the Custodian shall
require that securities so held by the Foreign Sub-Custodian be held separately from any assets of
such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
Section 4.3. Foreign Securities Systems. Foreign securities shall
be maintained in a Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.
-11-
Section 4.4. Transactions in Foreign Custody Account.
4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian
shall release and deliver foreign securities of the Portfolios held by the Custodian or such
Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by the parties, and
only in the following cases:
| (i) | Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System; | ||
| (ii) | In connection with any repurchase agreement related to foreign securities; | ||
| (iii) | To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios; | ||
| (iv) | To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable; | ||
| (v) | To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; | ||
| (vi) | To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct; | ||
| (vii) | For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; | ||
| (viii) | In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; | ||
| (ix) | For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio; | ||
| (x) | In connection with trading in options and futures contracts, including delivery as original margin and variation margin; | ||
| (xi) | Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that |
-12-
| applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made; | |||
| (xii) | In connection with the lending of foreign securities; and | ||
| (xiii) | For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made. |
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the parties, the Custodian shall
pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities
System to pay out, monies of a Portfolio in the following cases only:
| (i) | Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System; | ||
| (ii) | In connection with the conversion, exchange or surrender of foreign securities of the Portfolio; | ||
| (iii) | For the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses; | ||
| (iv) | For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians; | ||
| (v) | In connection with trading in options and futures contracts, including delivery as original margin and variation margin; | ||
| (vi) | Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made; | ||
| (vii) | For payment of part or all of the dividends received in respect of securities sold short; | ||
| (viii) | In connection with the borrowing or lending of foreign securities; and | ||
| (ix) | For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made. |
4.4.3. Market Conditions. Notwithstanding any provision of this Agreement to
the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios
and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in
accordance with the customary established securities trading or processing practices and
procedures in the country or market in which the
-13-
transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to each Board and Fund the information with respect to custody and
settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described
on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may
revise Schedule C from time to time, provided that no such revision shall result in a
Board or Fund being provided with substantively less information than had been previously provided
hereunder.
Section 4.5. Registration of Foreign Securities. The foreign
securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities)
shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in
the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the
applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any
liability as a holder of record of such foreign securities. The Custodian or a Foreign
Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms
of this Agreement unless the form of such securities and the manner in which they are delivered are
in accordance with reasonable market practice.
Section 4.6 Bank Accounts. The Custodian shall identify on its books
as belonging to the applicable Fund cash (including cash denominated in foreign currencies)
deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does
not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank
accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a
Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or
order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms
of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash
maintained on the books of the Custodian (including its branches, subsidiaries and affiliates),
regardless of currency denomination, is maintained in bank accounts established under, and subject
to the laws of, The Commonwealth of Massachusetts.
Section 4.7. Collection of Income. The Custodian shall use
reasonable commercial efforts to collect all income and other payments with respect to the Foreign
Assets held hereunder to which the Portfolios shall be entitled. In the event that extraordinary
measures are required to collect such income, the Fund and the Custodian shall consult as to such
measures and as to the compensation and expenses of the Custodian relating to such measures. The
Custodian shall credit income to the applicable Portfolio as such income is received or in
accordance with Custodian’s then current payable date income schedule. Any credit to the Portfolio
in advance of receipt may be reversed when the Custodian determines that payment will not occur in
due course and the Portfolio may be charged at the Custodian’s applicable rate for time credited.
Income on securities loaned other than from the Custodian’s securities lending program shall be
credited as received.
Section 4.8 Shareholder Rights. With respect to the foreign
securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts
to facilitate the exercise of voting and other shareholder rights, subject always to the laws,
regulations and practical constraints that may exist in the country where such securities are
issued. Each Fund acknowledges that local conditions, including lack of regulation, onerous
procedural obligations, lack of notice and other factors may have the effect of severely limiting
the ability of such Fund to exercise shareholder rights.
-14-
Section 4.9. Communications Relating to Foreign Securities. The
Custodian shall transmit promptly to the applicable Fund written information with respect to
materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign
securities being held for the account of the Portfolios (including, without limitation, pendency
of calls and maturities of foreign securities and expirations of rights in connection therewith).
With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable
Fund written information with respect to materials so received by the Custodian from issuers of
the foreign securities whose tender or exchange is sought or from the party (or its agents) making
the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any
tender, exchange or other right or power in connection with foreign securities or other property
of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign
Sub-Custodian is in actual possession of such foreign securities or property and (ii) the
Custodian receives Proper Instructions with regard to the exercise of any such right or power, and
both (i) and (ii) occur at least three business days prior to the date on which the Custodian is
to take action to exercise such right or power. The Custodian shall also transmit promptly to the
applicable Fund all written information received by the Custodian via the Foreign Sub-Custodians
from issuers of the foreign securities being held for the account of the Portfolios regarding any
class action or other litigation in connection with Portfolio foreign securities or other assets
issued outside the United States and then held, or previously held, during the term of this
Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for such
Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance
of doubt, upon and after the effective date of any termination of this Agreement, with respect to
a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so
transmit any information under this Section 4.9.
Section
4.10. Liability of Foreign Sub -Custodians. Each
agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent
possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its
duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s
performance of such obligations. At a Fund’s election, the Portfolios shall be entitled to be
subrogated to the rights of the Custodian with respect to any claims
against a Foreign Sub-Custodian
as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent
that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or
claim.
Section 4.11 Tax Law. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on any Fund, the Portfolios or the Custodian
as custodian of the Portfolios by the tax law of the United States or of any state or political
subdivision thereof. It shall be the responsibility of each Fund to notify the Custodian of the
obligations imposed on such Fund with respect to the Portfolios or the Custodian as custodian of
the Portfolios by the tax law of countries other than those mentioned in the above sentence,
including responsibility for withholding and other taxes, assessments or other governmental
charges, certifications and governmental reporting. The sole responsibilities of the Custodian with
regard to such tax law shall be to use reasonable efforts to effect the withholding of local taxes
and related charges with regard to market entitlements/payments in accordance with local law and
subject to local market practice or custom, and to assist the Fund with respect to any claim for
exemption or refund under the tax law of countries for which such Fund has provided such
information. Except as specifically provided in this Agreement or otherwise agreed to in writing by
the Custodian, the Custodian shall have no independent obligation to determine the tax obligations
now or hereafter imposed on any of the Funds by any taxing authority or to obtain or provide
information relating thereto, and shall have no obligation or liability with respect to such tax
obligations, it being specifically understood and agreed that the Custodian shall not thereby or
otherwise be considered any Fund’s tax advisor or tax counsel.
-15-
Section 4.12. Liability of Custodian. The Custodian shall be liable
for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect
to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be
liable for any loss, damage, cost, expense, liability or claim resulting from nationalization,
expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the
Sub-Custodian has otherwise acted with reasonable care.
Section
5. Contractual Settlement Services (Purchase /Sales)
Section 5.1 The Custodian shall, in accordance with the terms set out in this
section, debit or credit the appropriate cash account of each Portfolio in connection with (i) the
purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on
behalf of such Portfolio, on a contractual settlement basis.
Section 5.2 The services described above (the “Contractual Settlement Services”)
shall be provided for such instruments and in such markets as the Custodian may advise from time
to time. The Custodian may terminate or suspend any part of the provision of the Contractual
Settlement Services under this Agreement at its sole discretion immediately upon notice to the
applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force
majeure events affecting settlement, any disorder in markets, or other changed external business
circumstances affecting the markets or the Fund.
Section 5.3 The consideration payable in connection with a purchase transaction
shall be debited from the appropriate cash account of the Portfolio as of the time and date that
monies would ordinarily be required to settle such transaction in the applicable market. The
Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies
the Custodian by Proper Instruction that such transaction has been canceled.
Section 5.4 With respect to the settlement of a sale of securities, a provisional
credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall
be made to the account of the Portfolio as if the Settlement Amount had been received as of the
close of business on the date that monies would ordinarily be available in good funds in the
applicable market. Such provisional credit will be made conditional upon the Custodian having
received Proper Instructions with respect to, or reasonable notice of, the transaction, as
applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude
assets subject to any third party lending arrangement entered into by a Portfolio) associated with
the transaction in good deliverable form and not being aware of any facts which would lead them to
believe that the transaction will not settle in the time period ordinarily applicable to such
transactions in the applicable market.
Section 5.5. Simultaneously with the making of such provisional credit, the Portfolio
agrees that the Custodian shall have, and hereby grants to the Custodian, a security interest in
any property at any time held for the account of the Portfolio to the full extent of the credited
amount, and each Portfolio hereby pledges, assigns and grants to the Custodian a continuing
security interest and a lien on any and all such property under the Custodian’s possession, in
accordance with the terms of this Agreement. In the event that the applicable Portfolio fails to
promptly repay any provisional credit, the Custodian shall have all of the rights and remedies of a
secured party under the Uniform Commercial Code of The Commonwealth of Massachusetts.
Section 5.6 The Custodian shall have the right to reverse any provisional credit or debit given in
-16-
connection with the Contractual Settlement Services at any time when the Custodian believes, in its
reasonable judgment, that such transaction will not settle in accordance with its terms or amounts
due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper
Instructions with respect thereto, as applicable, and the Portfolio shall be responsible for any
costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited
or debited amount shall become immediately payable by the Portfolio to the Custodian and may be
debited from any cash account held for benefit of the Portfolio.
Section 5.7 In the event that the Custodian is unable to debit an account of the
Portfolio, and the Portfolio fails to pay any amount due to the Custodian at the time such amount
becomes payable in accordance with this Agreement, (i) the Custodian may charge the Portfolio for
costs and expenses associated with providing the provisional credit, including without limitation
the cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and
other distributions with respect to assets associated with such transaction may be set off against
the credited amount, (iii) the provisional credit and any such costs and expenses shall be
considered an advance of cash for purposes of the Agreement and (iv) the Custodian shall have the
right to setoff against any property and to sell, exchange, convey, transfer or otherwise dispose
of any property at any time held for the account of the Portfolio to the full extent necessary for
the Custodian to make itself whole.
Section 6. Loan Servicing Provisions
Section 6.1 General. The following provisions shall apply with
respect to investments, property or assets in the nature of loans, or interests or participations
in loans, including without limitation interests in syndicated bank loans and bank loan
participations, whether in the U.S. or outside the U.S.
(collectively, “Loans”) entered into by a Fund on behalf of one or more of its Portfolios (referred
to in this Section 5 as the “Fund”).
Section 6.2 Safekeeping. Instruments, certificates, agreements
and/or other documents which the Custodian may receive with respect to Loans, if any (collectively
“Financing Documents”), from time to time, shall be held by the Custodian at its offices in Boston,
Massachusetts.
Section 6.3 Duties of the Custodian. The Custodian shall accept such
Financing Documents, if any, with respect to Loans as may be delivered to it from time to time by
the Fund. The Custodian shall be under no obligation to examine the contents or determine the
sufficiency of any such Financing Documents or to provide any certification with respect thereto,
whether received by the Custodian as original documents, photocopies, by facsimile or otherwise.
Without limiting the foregoing, the Custodian is under no duty to examine any such Financing
Documents to determine whether necessary steps have been taken or requirements met with respect to
the assignment or transfer of the related Loan or applicable interest or participation in such
Loan. The Custodian shall be entitled to assume the genuineness, sufficiency and completeness of
any Financing Documents received, and the genuineness and due authority of any signature appearing
on such documents. Notwithstanding any term of this Agreement to the contrary, with respect to any
Loans, (i) the Custodian shall be under no obligation to determine, and shall have no liability
for, the sufficiency of, or to require delivery of, any instrument, document or agreement
constituting, evidencing or representing such Loan, other than to receive such Financing Documents,
if any, as may be delivered or caused to be delivered to it by the Fund (or its investment manager
acting on its behalf), (ii) without limiting the generality of the foregoing, delivery of any such
Loan (including without limitation, for purposes of Section 2.6 above) may be made to the Custodian
by, and may be represented solely by, delivery to the Custodian of a facsimile or photocopy of an
assignment agreement (an “Assignment Agreement”) or a confirmation or certification from the Fund
(or the investment manager) to the effect that it has acquired such Loan and/or has received or
will receive, and will deliver to the Custodian,
-17-
appropriate Financing Documents constituting, evidencing or representing such Loan (such
confirmation or certification, together with any Assignment Agreement, collectively, an “Assignment
Agreement or Confirmation”), in any case without delivery of any promissory note, participation
certificate or similar instrument (collectively, an “Instrument”), (iii) if an original Instrument
shall be or shall become available with respect to any such Loan, it shall be the sole
responsibility of the Fund (or the investment manager acting on its behalf) to make or cause
delivery thereof to the Custodian, and the Custodian shall be under no obligation at any time or
times to determine whether any such original Instrument has been issued or made available with
respect to such Loan, and shall not be under any obligation to compel compliance by the Fund to
make or cause delivery of such Instrument to the Custodian, and (iv) any reference to Financing
Documents appearing in this Section 5 shall be deemed to include, without limitation, any such
Instrument and/or Assignment Agreement or Confirmation.
If payments with respect to a Loan (“Loan Payment”) are not received by the Custodian on the date
on which they are due, as reflected in the Payment Schedule (as such term is defined in Section 5.4
below) of the Loan (“Payment Date”), or in the case of interest payments, not received either on a
scheduled interest payable date, as reported to the Custodian by the Fund (or the investment
manager acting on its behalf) for the Loan (the “Interest Payable Date”), or in the amount of their
accrued interest payable, the Custodian shall promptly, but in no event later than one business day
after the Payment Date or the Interest Payable Date, give telephonic notice to the party obligated
under the Financing Documents to make such Loan Payment (the “Obligor”) of its failure to make
timely payment, and (2) if such payment is not received within three business days of its due date,
shall notify the Fund (or the investment manager on its behalf) of such Obligor’s failure to make
the Loan Payment. The Custodian shall have no responsibility with respect to the collection of Loan
Payments which are past due, other than the duty to notify the Obligor and the Fund (or the
investment manager acting on its behalf) as provided herein.
The Custodian shall have no responsibilities or duties whatsoever under this Agreement, with
respect to Loans or the Financing Documents, except for such responsibilities as are expressly set
forth herein. Without limiting the generality of the foregoing, the Custodian shall have no
obligation to preserve any rights against prior parties or to exercise any right or perform any
obligation in connection with the Loans or any Financing Documents (including, without limitation,
no obligation to take any action in respect of or upon receipt of any consent solicitation, notice
of default or similar notice received from any bank agent or Obligor, except that the Custodian
shall undertake reasonable efforts to forward any such notice to the Fund or the investment manager
acting on its behalf). In case any question arises as to its duties hereunder, the Custodian may
request instructions from the Fund and shall be entitled at all times to refrain from taking any
action unless it has received Proper Instructions from the Fund or the investment manager and the
Custodian shall in all events have no liability, risk or cost for any action taken, with respect to
a Loan, pursuant to and in compliance with the Proper Instructions of such parties.
The Custodian shall be only responsible and accountable for Loan Payments actually received by it
and identified as for the account of the Fund; any and all credits and payments credited to the
Fund, with respect to Loans, shall be conditional upon clearance and actual receipt by the
Custodian of final payment thereon.
The Custodian shall promptly, upon the Fund’s request, release to the Fund’s investment manager or
to any party as the Fund or the Fund’s investment manager may specify, any Financing Documents
being held on behalf of the Fund. Without limiting the foregoing, the Custodian shall not be deemed
to have or be charged with knowledge of the sale of any Loan, unless and except to the extent it
shall have received written notice and instruction from the Fund (or the investment manager acting
on its behalf) with respect thereto, and except to the extent it shall have received the sale
proceeds thereof.
In no event shall the Custodian be under any obligation or liability to make any advance of its own
funds with respect to any Loan.
-18-
Section 6.4 Responsibility of the Fund. With respect to each Loan
held by the Custodian hereunder in accordance with the provisions hereof, the Fund shall (a) cause
the Financing Documents evidencing such Loan to be delivered to the Custodian; (b) include with
such Financing Documents an amortization schedule of payments (the “Payment Schedule”) identifying
the amount and due dates of scheduled principal payments, the Interest Payable Date(s) and related
payment amount information, and such other information with respect to the related Loan and
Financing Documents as the Custodian reasonably may require in order to perform its services
hereunder (collectively, “Loan Information”), in such form and format as the Custodian reasonably
may require; (c) take, or cause the investment manager to take, all actions necessary to acquire
good title to such Loan (or the participation in such Loan, as the case may be), as and to the
extent intended to be acquired; and (d) cause the Custodian to be named as its nominee for payment
purposes under the Financing Documents or otherwise provide for the direct payment of the Payments
to the Custodian. The Custodian shall be entitled to rely upon the Loan Information provided to it
by the Fund (or the investment manager acting on its behalf) without any obligation on the part of
the Custodian independently to verify, investigate, recalculate, update or otherwise confirm the
accuracy or completeness thereof; and the Custodian shall have no liability for any delay or
failure on the part of the Fund in providing necessary Loan Information to the Custodian, or for
any inaccuracy therein or incompleteness thereof. With respect to each such Loan, the Custodian
shall be entitled to rely on any information and notices it may receive from time to time from the
related bank agent, Obligor or similar party with respect to the related Loan, and shall be
entitled to update its records on the basis of such information or notices received, without any
obligation on its part independently to verify, investigate or recalculate such information.
Section 6.5 Instructions; Authority to Act. The certificate
of the Secretary or an Assistant Secretary of the Fund’s Board of Directors, identifying certain
individuals to be officers of the Fund or employees of the Fund’s investment manager authorized to
sign any such instructions, may be received and accepted as conclusive evidence of the incumbency
and authority of such to act and may be considered by the Custodian to be in full force and effect
until it receives written notice to the contrary from the Secretary or Assistant Secretary of the
Fund’s Board. Notwithstanding any other provision of this Agreement, the Custodian shall have no
responsibility to ensure that any investment by the Fund with respect to Loans has been authorized.
Section 6.6 Attachment. In case any portion of the Loans or the
Financing Documents shall be attached or levied upon pursuant to an order of court, or the
delivery or disbursement thereof shall be stayed or enjoined by an order of court, or any other
order, judgment or decrees shall be made or entered by any court affecting the property of the
Fund or any act of the Custodian relating thereto, the Custodian is hereby expressly authorized in
its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued,
without the necessity of inquire whether such court had jurisdiction, and, in case the Custodian
obeys or complied with any such order, judgment or decree, it shall not be liable to anyone by
reason of such compliance.
Section 7. Special Sub-Custodians
Upon receipt of Special Instructions (as such term is defined in Section 9 hereof), the Custodian
shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other
entities designated in such Special Instructions to act as a sub-custodian for the purposes of
effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such
designated sub-custodian is referred to herein as a “Special Sub-Custodian.” Each such duly
appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended
from time to time by a Fund, with the acknowledgment of the Custodian. In connection with the
appointment of any Special Sub-Custodian, and in accordance with Special Instructions,
-19-
the Custodian shall enter into a sub-custodian agreement with the Fund and the Special
Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in
all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and
the terms and provisions of this Agreement.
Section 8. Payments for Sales or Repurchases or Redemptions of Shares
The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and
deposit into the account of the appropriate Portfolio such payments as are received for Shares
thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely
notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt
by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for payment to holders of Shares who
have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a commercial bank designated by
the redeeming shareholders. In connection with the redemption or repurchase of Shares, the
Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been
furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time between such Fund and
the Custodian.
Section 9. Proper Instructions and Special Instructions
“Proper Instructions,” which may also be standing instructions, as such term is used throughout
this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly
authorized investment manager or investment adviser, or a person or entity duly authorized by
either of them. Such instructions may be in writing signed by the authorized person or persons or
may be in a tested communication or in a communication utilizing access codes effected between
electro-mechanical or electronic devices or may be by such other means and utilizing such
intermediary systems and utilities as may be agreed from time to time by the Custodian and the
person(s) or entity giving such instruction, provided that the Fund has followed any security
procedures agreed to from time to time by the applicable Fund and the Custodian including, but not
limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum
hereto. Oral instructions will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to provide such instructions with respect
to the transaction involved; the Fund shall cause all oral instructions to be confirmed in
writing. For purposes of this Section, Proper Instructions shall include instructions received by
the Custodian pursuant to any multi-party agreement which requires a segregated asset account in
accordance with Section 2.9 hereof.
“Special Instructions” as such term is used throughout this Agreement, means Proper Instructions
countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the
applicable Fund or any other person designated in writing by the Treasurer of such Fund, which
countersignature or confirmation shall be (a) included on the same instrument containing the
Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by
hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in
writing.
Concurrently with the execution of this Agreement, and from time to time thereafter, as
appropriate, each
-20-
Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant
Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of
all persons authorized to give Proper Instructions or any other notice, request, direction,
instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and
signatures of those persons authorized to give Special Instructions. Such certificate may be
accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and
shall be considered to be in full force and effect until receipt by the Custodian of a similar
certificate to the contrary.
Section 10. Evidence of Authority
The Custodian shall be protected in acting upon any instructions, notice, request, consent,
certificate or other instrument or paper believed by it to be genuine and to have been properly
executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a
resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence
(a) of the authority of any person to act in accordance with such resolution or (b) of any
determination or of any action by the applicable Board as described in such resolution, and such
resolution may be considered as in full force and effect until receipt by the Custodian of written
notice to the contrary.
Section 11. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the applicable Fund on behalf
of each applicable Portfolio:
| 1) | Make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; | ||
| 2) | Surrender securities in temporary form for securities in definitive form; | ||
| 3) | Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and | ||
| 4) | In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board. |
Section 12. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to the entity or entities
appointed by the applicable Board to keep the books of account of each Portfolio and/or compute
the net asset value per Share of the outstanding Shares or, if directed in writing to do so by a
Fund on behalf of a Portfolio, shall itself keep such books of account and/or compute such net
asset value per Share. If so directed, the Custodian shall also calculate daily the net income of
the Portfolio as described in the Prospectus and shall advise the Fund and the Transfer Agent
daily of the total amounts of such net income and, if instructed in writing by an officer of the
Fund to do so, shall advise the Transfer Agent periodically of the division of such net income
among its
-21-
various components. Each Fund acknowledges and agrees that, with respect to investments maintained
with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information
on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has
the right to rely on holdings information furnished by the Underlying Transfer Agent to the
Custodian in performing its duties under this Agreement, including without limitation, the duties
set forth in this Section 12 and in Section 13 hereof; provided, however, that the Custodian shall
be obligated to reconcile information as to purchases and sales of Underlying Shares contained in
trade instructions and confirmations received by the Custodian and to report promptly any
discrepancies to the Underlying Transfer Agent. The calculations of the net asset value per Share
and the daily income of each Portfolio shall be made at the time or times described from time to
time in the Prospectus. Each Fund acknowledges that, in keeping the books of account of the
Portfolio and/or making the calculations described herein with respect to Portfolio property
released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof,
the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the
Fund’s counterparty(ies), or the agents of either of them.
Section 13. Records
The Custodian shall with respect to each Portfolio create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet the obligations of
each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and
31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during
the regular business hours of the Custodian be open for inspection by duly authorized officers,
employees or agents of such Fund and employees and agents of the SEC. The Custodian
shall, at a Fund’s request, supply the Fund with a tabulation of securities owned by each
Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian, include certificate
numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records
as set forth herein with respect to Portfolio property released and delivered pursuant to Section
2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and
instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or
the agents of either of them.
Section
14. Opinion of Fund’s Independent Accountant
The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from
time to time request, to obtain from year to year favorable opinions from the Fund’s independent
accountants with respect to its activities hereunder in connection with the preparation of the
Fund’s Form N-1A or Form N-2, as applicable, and Form
N-SAR or other annual reports to the SEC and with respect to any other
requirements thereof.
Section 15. Reports to Fund by Independent Public Accountants
The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times
as such Fund may reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding securities, futures
contracts and options on futures contracts, including securities deposited and/or maintained in a
U.S. Securities System or a Foreign Securities System (either, a “Securities
System”), relating to the services provided by the Custodian under this Agreement; such reports,
shall be of sufficient scope and in sufficient detail, as may reasonably be required by
-22-
the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so state.
Section 16. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its services and expenses as
Custodian, as agreed upon from time to time between each Fund on behalf of each applicable
Portfolio and the Custodian.
Section 17. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not
be responsible for the title, validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably believed by it to be
genuine and to be signed by the proper party or parties, including any futures commission merchant
acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be
held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall
be kept indemnified by and shall be without liability to any Fund for any action taken or omitted
by it in good faith without negligence, including, without limitation, acting in accordance with
any Proper Instruction. It shall be entitled to rely on and may act upon advice of counsel (who may
be counsel for the Fund) on all matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice. The Custodian shall be without liability to any Fund or
Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is
part of Country Risk (as defined in Section 3 hereof), including without limitation
nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or
terrorism.
Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or
willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any
Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or
circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities
System or any agent or nominee of any of the foregoing, including, without limitation, the
interruption, suspension or restriction of trading on or the closure of any securities market,
power or other mechanical or technological failures or interruptions, computer viruses or
communications disruptions, work stoppages, natural disasters, or other similar events or acts;
(ii) errors by any Fund or its duly authorized investment manager or investment adviser in their
instructions to the Custodian provided such instructions have been in accordance with this
Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or
omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by
a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central
bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s
sub-custodian or agent securities purchased or in the remittance or payment made in connection with
securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of
registering or transferring securities in the name of the Custodian, any Fund, the Custodian’s
sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure
to transfer such securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vii) delays or inability to perform its duties due to any disorder in
market infrastructure with respect to any particular security or Securities System; and (viii) any
provision of any present or future law or regulation or order of the United States of America, or
any state thereof, or any other country, or political subdivision thereof or of any court of
competent jurisdiction.
-23-
The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as such term
is defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians
generally in this Agreement.
If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in the opinion of the
Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being
liable for the payment of money or incurring liability of some other form, such Fund on behalf of
the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide
indemnity to the Custodian in an amount and form satisfactory to it.
If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or
securities for any purpose (including but not limited to securities settlements, foreign exchange
contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or
be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from its or its nominee’s own
negligent action, negligent failure to act or willful misconduct, any property at any time held
for the account of the applicable Portfolio shall be security therefor and should the Fund fail to
repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to
dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement.
Except as may arise from the Custodian’s own negligence or willful misconduct, each Fund shall
indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses,
damages, charges, counsel fees, payments and liabilities which may be asserted against the
Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including,
without limitation, any Proper Instruction with respect to Free Trades including, but not limited
to, cost, expense, loss, damage, liability, tax, charge, assessment or claim resulting from (i)
the failure of the applicable Fund to receive income with respect to purchased investments, (ii)
the failure of the applicable Fund to recover amounts invested on maturity of purchased
investments, (iii) the failure of the Custodian to respond to or be aware of notices or other
corporate communications with respect to purchased investments, or (iv) the Custodian’s reliance
upon information provided by the applicable Fund, such Fund’s counterparty(ies) or the agents of
either of them with respect to Fund property released, delivered or purchased pursuant to either
of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special
Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.
In the event of equipment failure, work stoppage, governmental action, communication disruption or
other impossibility of performance beyond the Custodian’s control, the Custodian shall take
reasonable steps to minimize service interruptions. The Custodian shall enter into and shall
maintain in effect, at all times during the term of this Agreement, with appropriate parties one
or more agreements making reasonable provision for (i) periodic back-up of the computer files and
data with respect to the Funds; and (ii) emergency use of electronic data processing equipment to
provide services under this Agreement. Upon reasonable request, the Custodian shall discuss with
senior management of the Funds such disaster recovery plan and/or provide a high-level
presentation summarizing such plan.
In no event shall the Custodian be liable for indirect, special or consequential damages.
-24-
Section 18. Effective Period, Termination and Amendment
This Agreement shall become effective as of its execution, shall continue in full force and effect
until terminated as hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty
(60) days or, in the exercise of the sole discretion of the Funds, no later than ninety (90) days
after the date of such delivery or mailing; provided, however, that no Fund shall amend or
terminate this Agreement in contravention of any applicable federal or state regulations, or any
provision of such Fund’s Governing Documents, and further provided, that any Fund on behalf of one
or more of the Portfolios may at any time by action of its Board (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a conservator or receiver
for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent jurisdiction.
Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way
affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.
Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio
shall pay to the Custodian such compensation as may be due as of the date of such termination and
shall likewise reimburse the Custodian for its costs, expenses and disbursements.
Section 19. Successor Custodian
If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the
Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for transfer, all
securities of each applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in a Securities System
or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a
Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund.
If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon
receipt of Proper Instructions, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such resolution.
In the event that no Proper Instructions designating a successor custodian or alternative
arrangements shall have been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have the right to deliver to a bank
or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston,
Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus,
and undivided profits, as shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian on behalf of each applicable
Portfolio and all instruments held by the Custodian relative thereto and all other property held
by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account
of such successor custodian all of the securities of each such Portfolio held in any Securities
System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Agreement.
-25-
In the event that securities, funds and other properties remain in the possession of the Custodian
after the date of termination hereof owing to failure of any Fund to provide Proper Instructions
as aforesaid, the Custodian shall be entitled to fair compensation for its services during such
period as the Custodian retains possession of such securities, funds and other properties and the
provisions of this Agreement relating to the duties and obligations of the Custodian shall remain
in full force and effect.
Section 20. Audit Rights; Additional Sub-Certifications and Reports
Section 20.1 Audit Rights. To the extent required by applicable
law, rule or regulation and upon request of a Fund (which shall include reasonable advance
notice), the Custodian shall allow such Fund’s regulators or supervisory authorities to perform
periodic on-site audits as may be reasonably required to examine the Custodian’s performance of
the services contemplated by this Agreement (the “Services”). Notwithstanding the foregoing, prior
to the performance of any audits of the Custodian’s performance of the Services, the Fund will
request that such regulator or supervisory authority to the extent possible shall coordinate such
audit through the Custodian’s primary regulator, the United States Federal Reserve Bank of Boston.
Nothing contained in this section shall obligate the Custodian to provide access to or otherwise
disclose: (i) any information that is unrelated to the relevant Fund and the provision of the
Services to such Fund; (ii) any information that is treated as confidential under the Custodian’s
corporate policies, including, without limitation, internal audit reports, compliance or risk
management plans or reports, work papers and other reports and information relating to management
functions; or (iii) any other documents, reports or other information that the Custodian is
obligated to maintain in confidence as a matter of law or regulation. In addition, any access
provided hereunder to technology shall be limited to a demonstration by the Custodian of the
functionality thereof and a reasonable opportunity to communicate with the Custodian’s personnel
regarding such technology.
Section 20.2 Additional Sub-Certifications and Reports. The
Custodian shall provide to the Funds: (a) sub-certifications in connection with Xxxxxxxx-Xxxxx Act
of 2002 certification requirements; and (b) periodic reports and reasonable documentation for
delivery to the Funds’ Chief Compliance Officer in connection with Rule 38a-1 under the 1940 Act
with respect to the Services and the Custodian’s compliance with its operating policies and
procedures related thereto.
Section 21. Confidentiality; Information Security.
Section 21.1 Confidentiality. The parties hereto agree that each
shall treat confidentially all information provided by each party to the other party regarding its
business and operations. All confidential information provided by a party hereto shall be used by
any other party hereto solely for the purpose of rendering or receiving services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to
any third party.
The foregoing shall not be applicable to any information (i) that is publicly available when
provided or thereafter becomes publicly available, other than through a breach of this Agreement,
or that is independently derived by any party hereto without the use of any information provided
by the other party hereto in connection with this Agreement, (ii) that is required in any legal or
regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or
other similar process, or by operation of law or regulation, or (iii) where the party seeking to
disclose has received the prior written consent of the party providing the information, which
consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this
Section to the contrary, the Custodian may aggregate Fund or Portfolio data
-26-
with similar data of other customers of the Custodian (“Aggregated Data”) and may use Aggregated
Data for purposes of constructing statistical models so long as such Aggregated Data represents a
sufficiently large sample that no Fund or Portfolio data can be identified either directly or by
inference or implication.
The undertakings and obligations contained in this Section 21.1 shall survive the termination or
expiration of this Agreement for a period of three (3) years.
Section 21.2 Information Security. The Custodian has implemented
information security controls and procedures reasonably designed to protect the information and
data owned and/or used by the Custodian applicable to a Fund. Upon reasonable request, the
Custodian shall discuss with senior management of the Funds such controls and procedures and/or
provide a high-level presentation summarizing such controls and procedures.
Section 22. General
Section 22.1 Massachusetts Law to Apply. This Agreement shall be
construed and the provisions thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
Section 22.2 Prior Agreements. This Agreement supersedes and
terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the
Portfolios and the Custodian relating to the custody of such Fund’s assets.
Section 22.3 Assignment. This Agreement may not be assigned by (a)
any Fund without the written consent of the Custodian or (b) by the Custodian without the written
consent of each applicable Fund.
Section 22.4 Interpretive and Additional Provisions. In connection
with the operation of this Agreement, the Custodian and each Fund on behalf of each of the
Portfolios, may from time to time agree on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion be consistent with the general tenor of
this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all
parties and shall be annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of a Fund’s Governing
Documents. No interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Agreement.
Section 22.5 Additional Funds. In the event that any management
investment company in addition to those listed on Appendix A hereto desires to have the
Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in
writing, and if the Custodian agrees in writing to provide such services, such management
investment company shall become a Fund hereunder and be bound by all terms and conditions and
provisions hereof including, without limitation, the representations and warranties set forth in
Section 22.7 below.
Section 22.6 Additional Portfolios. In the event that any Fund
establishes one or more series of Shares in addition to those set forth on Appendix A
hereto with respect to which it desires to have the Custodian render services as custodian
under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees
in writing to provide such services, such series of Shares shall become a Portfolio hereunder.
Section
22.7 The Parties; Representations and Warranties;
Recourse to Funds. All references herein to the “Fund” are to each of the management
investment companies listed on Appendix A
-27-
hereto, and each management investment company made subject to this Agreement in accordance with
Section 22.5 above, individually, as if this Agreement were between such individual Fund and the
Custodian. In the case of a series corporation, trust or other entity, all references herein to
the “Portfolio” are to the individual series or portfolio of such corporation, trust or other
entity, or to such corporation, trust or other entity on behalf of the individual series or
portfolio, as appropriate. Any reference in this Agreement to “the parties” shall mean the
Custodian and such other individual Fund as to which the matter pertains.
22.7.1 Representations and Warranties.
Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is
validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has
the requisite power and authority under applicable law and its constituent documents and its
Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have
been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes
its legal, valid, binding and enforceable agreement; (e) its entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or obligation of the
Fund or any law or regulation applicable to it; and (f) its undertakings as set forth in this
Agreement comply with applicable provisions of the 1940 Act and rules promulgated thereunder.
The Custodian hereby represents and warrants that (a) it is duly organized and validly
existing in its jurisdiction of organization; (b) it has the requisite power and authority under
applicable law to enter into and perform this Agreement; (c) all requisite proceedings have been
taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its
legal, valid, binding and enforceable agreement; and (e) its execution of this Agreement shall not
cause a material breach or be in material conflict with any other agreement or obligation of the
Custodian or any law or regulation applicable to it.
22.7.2 Recourse to the Funds.
A copy of the Agreement and Declaration of Trust of each Fund that is a
Massachusetts business trust is on file with the Secretary of State of The Commonwealth of
Massachusetts. The parties hereto acknowledge and agree that: (i) recourse with respect to this
Agreement and instruments referenced and contemplated hereby is limited to the assets and property
of each respective Fund; and (ii) the obligations of, or arising under, this Agreement are not
binding upon any of the trustees, officers or shareholders of each Fund individually, but are
binding only upon the assets and property of each respective Fund.
Section 22.8 Remote Access Services Addendum. The Custodian and
each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
Section 22.9 Notices. Any notice, instruction or other instrument
required to be given hereunder may be delivered in person to the offices of the parties as set
forth herein during normal business hours or delivered prepaid registered mail or by telex, cable
or telecopy to the parties at the following addresses or such other addresses as may be notified
by any party from time to time.
| To any Fund: c/o | Xxxx Xxxxxxx | |||
| 000 Xxxxxxxx Xxxxxx Xxxxxx, | ||||
| XX 00000-0000 | ||||
| Attention: Xxxxxxx X. Xxxxx | ||||
| Telephone: 000-000-0000 | ||||
| Telecopy: 000-000-0000 | ||||
-28-
| To the Custodian: | State Street Bank and Trust Company | |||
| Lafayette Corporate Center Two Avenue de Lafayette | ||||
| — LCC/5 Attention: Xxxxxx Xxxxxxxxx, | ||||
| Senior Vice President Telephone: 000-000-0000 Telecopy: | ||||
Such notice, instruction or other instrument shall be deemed to have been served in the case of a
registered letter at the expiration of five business days after posting, in the case of cable
twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if
delivered outside normal business hours it shall be deemed to have been received at the next time
after delivery when normal business hours commence and in the case of cable, telex or telecopy on
the business day after the receipt thereof. Evidence that the notice was properly addressed,
stamped and put into the post shall be conclusive evidence of posting.
Section 22.10 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original, and all such counterparts
taken together shall constitute one and the same Agreement.
Section 22.11 Severability. If any provision or provisions of this
Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
Section 22.12 Reproduction of Documents. This Agreement and all
schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by
any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar
process. The parties hereto all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a party in the regular
course of business, and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.
Section 22.13 Shareholder Communications Election. SEC Rule
14b-2 requires banks which hold securities for the account of customers to respond to requests by
issuers of securities for the names, addresses and holdings of beneficial owners of securities of
that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the rule, the Custodian needs each Fund to indicate
whether it authorizes the Custodian to provide such Fund’s name, address, and share position to
requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the
Custodian will not provide this information to requesting companies. If a Fund tells the Custodian
“yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat
the Fund as consenting to disclosure of this information for all securities owned by the Fund or
any funds or accounts established by the Fund. For a Fund’s protection, the Rule prohibits the
requesting company from using the Fund’s name and address for any purpose other than corporate
communications. Please indicate below whether the Fund consents or objects by checking one of the
alternatives below.
| YES o The Custodian is authorized to release the Fund’s name, address, and share positions. | ||
| NO þ The Custodian is not authorized to release the Fund’s name, address, and share positions. |
[The remainder of this page intentionally left blank.]
-29-
Signature Page
In WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its
name and behalf by its duly authorized representative under seal as of the date first
above-written.
| Fund Signature attested to By: | EACH OF THE ENTITIES SET FORTH ON APPENDIX A HERETO | |||||||||
By:
|
/s/ Xxxxx Xxxx Xxxx | By: | /s/ Xxxxxx Xxxxx | |||||||
| Name: Xxxxx Xxxx Xxxx | Name: Xxxxxx Xxxxx | |||||||||
| Title: Assistant Secretary | Title: Treasurer | |||||||||
| Signature Attested to By: | State Street Bank and trust company | |||||||||
By:
|
/s/ A. Xxxxxxxxx Xxxxxx | By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||||||
| Xxxxxxxxx Xxxxxx | Xxxxxx X. Xxxxxxxxxx | |||||||||
| Vice President and Senior Counsel | Vice Chairman | |||||||||
Appendix A
to the
Master Custodian Agreement
dated September 10, 2008
between
Xxxx Xxxxxxx Funds and
State Street Bank and Trust Company
to the
Master Custodian Agreement
dated September 10, 2008
between
Xxxx Xxxxxxx Funds and
State Street Bank and Trust Company
XXXX XXXXXXX FUNDS
Xxxx Xxxxxxx Xxxx Trust
JH Government Income Fund
JH High Yield Fund
JH Investment Grade Bond Fund
JH High Yield Fund
JH Investment Grade Bond Fund
Xxxx Xxxxxxx California Tax-Free Income Fund
JH California Tax-Free Income Fund
JH California Tax-Free Income Fund
Xxxx Xxxxxxx Capital Series
JH Classic Value Fund
JH Classic Value Fund II
JH International Classic Value Fund
JH Large Cap Select Fund
JH U.S. Global Leaders Growth Fund
JH Classic Value Fund
JH Classic Value Fund II
JH International Classic Value Fund
JH Large Cap Select Fund
JH U.S. Global Leaders Growth Fund
Xxxx Xxxxxxx Current Interest
JH Money Market Fund
JH Money Market Fund
Xxxx Xxxxxxx Equity Trust
JH Small Cap Fund
JH Small Cap Fund
Xxxx Xxxxxxx Investment Trust
JH Balanced Fund
JH Global Opportunities Fund
JH Large Cap Equity Fund
JH Small Cap Intrinsic Value Fund
JH Sovereign Investors Fund
JH Balanced Fund
JH Global Opportunities Fund
JH Large Cap Equity Fund
JH Small Cap Intrinsic Value Fund
JH Sovereign Investors Fund
Xxxx Xxxxxxx Investment Trust II
JH Financial Industries Fund JH Regional Bank
Fund JH Small Cap Equity Fund
JH Financial Industries Fund JH Regional Bank
Fund JH Small Cap Equity Fund
Xxxx Xxxxxxx Investment Trust III
JH Greater China Opportunities Fund
JH Greater China Opportunities Fund
Xxxx Xxxxxxx Municipal Series Trust
JH High Yield Municipal Bond Fund
JH Tax-Free Bond Fund
JH High Yield Municipal Bond Fund
JH Tax-Free Bond Fund
1
Appendix A
Xxxx Xxxxxxx Series Trust
JH Global Real Estate Fund
JH Mid Cap Equity Fund
JH Global Real Estate Fund
JH Mid Cap Equity Fund
Xxxx Xxxxxxx Sovereign Bond Fund
XX Xxxx Fund
XX Xxxx Fund
Xxxx Xxxxxxx Strategic Series
JH Strategic Income Fund
JH Strategic Income Fund
Xxxx Xxxxxxx Tax-Exempt Series Fund
JH Massachusetts Tax-Free Income Fund JH
New York Tax-Free Income Fund
JH Massachusetts Tax-Free Income Fund JH
New York Tax-Free Income Fund
Xxxx Xxxxxxx World Fund
JH Health Sciences Fund
JH Health Sciences Fund
Xxxx Xxxxxxx Closed End Funds
JH Bank and Thrift Opportunity Fund
JH Income Securities Trust
JH Investors Trust
JH Patriot Premium Dividend Fund II
JH Preferred Income Fund
JH Preferred Income Fund II
JH Preferred Income Fund III
JH Tax Advantaged Global Shareholder Yield Fund
JH Tax-Advantaged Dividend Income Fund
JH Bank and Thrift Opportunity Fund
JH Income Securities Trust
JH Investors Trust
JH Patriot Premium Dividend Fund II
JH Preferred Income Fund
JH Preferred Income Fund II
JH Preferred Income Fund III
JH Tax Advantaged Global Shareholder Yield Fund
JH Tax-Advantaged Dividend Income Fund
XXXX XXXXXXX FUNDS III
JHF III Classic Mega Cap Fund
JHF III Global Shareholder Yield Fund
JHF III Growth Fund
JHF III Growth Opportunities Fund
JHF III International Core Fund
JHF III International Growth Fund
JHF III Intrinsic Value Fund
JHF III Leveraged Companies Fund
JHF III Rainier Growth Fund
JHF III US Core Fund
JHF III Value Opportunities Fund
JHF III Classic Mega Cap Fund
JHF III Global Shareholder Yield Fund
JHF III Growth Fund
JHF III Growth Opportunities Fund
JHF III International Core Fund
JHF III International Growth Fund
JHF III Intrinsic Value Fund
JHF III Leveraged Companies Fund
JHF III Rainier Growth Fund
JHF III US Core Fund
JHF III Value Opportunities Fund
FOF — Index
JHF III International Allocation Portfolio
JHF III International Allocation Portfolio
NON-CUSTODY ACCOUNTS
Xxxx Xxxxxxx Bulk Trading Account Xxxx
Xxxxxxx Joint Repo Account
Xxxx Xxxxxxx Bulk Trading Account Xxxx
Xxxxxxx Joint Repo Account
2
REMOTE ACCESS SERVICES ADDENDUM TO MASTER CUSTODIAN AGREEMENT
ADDENDUM to that certain Master Custodian Agreement dated as of September 10, 2008 (the
“Custodian Agreement”) by and among each management investment company identified on Appendix A
thereto or made subject thereto pursuant to Section 22.5 thereof (each, a “Customer”) and State
Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”).
State Street has developed and/or utilizes proprietary or third-party accounting and other
systems in conjunction with the services that State Street provides to the Customer. In this
regard, State Street maintains certain information in databases under its ownership and/or control
that it makes available to its customers (the “Remote Access Services”).
The Services
State Street agrees to provide the Customer, and its designated investment advisors, consultants
or other third parties who agree to abide by the terms of this Addendum (“Authorized Designees”)
with access to State Street propriety and third-party systems as may be offered by State Street
from time to time (each, a “System”) on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access
operating standards and procedures and with user identification or other password control
requirements and other security devices and procedures as may be issued or required from time to
time by State Street or its third-party vendors for use of the System and access to the Remote
Access Services. The Customer is responsible for any use and/or misuse of the System and Remote
Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately
in the event that it learns or has reason to believe that any person to whom it has given access to
the System or the Remote Access Services has violated or intends to violate the terms of this
Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable
relief. The Customer agrees to discontinue use of the System and Remote Access Services, if
requested, for any security reasons cited by State Street and State Street may restrict access of
the System and Remote Access Services by the Customer or any Authorized Designee for security
reasons or noncompliance with the terms of this Addendum at any time.
Fees
Fees and charges for the use of the System and the Remote Access Services and related payment terms
shall be as set forth in the fee schedule in effect from time to time between the parties. The
Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government
or governmental agency by reason of the transactions contemplated by this Addendum, including,
without limitation, federal, state and local taxes, use, value added and personal property taxes
(other than income, franchise or similar taxes which may be imposed or assessed against State
Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper
documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases, computer programs,
screen formats, report formats, interactive design techniques, formulae, processes, systems,
software, know- how, algorithms, programs, training aids, printed materials, methods, books,
records, files, documentation and other information made available to the Customer by State Street
as part of the Remote Access Services and through the use of the System and all copyrights,
patents, trade secrets and other proprietary and intellectual property rights of State Street and
third-party vendors related thereto are the exclusive, valuable
i
and confidential proprietary property of State Street and its relevant licensors and third-party
vendors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized
Designees to keep the Proprietary Information confidential and to limit access to its employees and
Authorized Designees (under a similar duty of confidentiality) who require access to the System for
the purposes intended. The foregoing shall not apply to Proprietary Information in the public
domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with the proper purposes
of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not
to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent,
license or otherwise use the System or the Remote Access Services in the operation of a service
bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the
System or the Remote Access Services for any fund, trust or other investment vehicle without the
prior written consent of State Street, or (iv) allow or cause any information transmitted from
State Street’s databases, including data from third-party sources, available through use of the
System or the Remote Access Services, to be published, redistributed or retransmitted for other
than use for or on behalf of the Customer, as State Street’s customer.
The Customer agrees that neither it nor its Authorized Designees will modify the System in any way,
enhance, copy or otherwise create derivative works based upon the System, nor will the Customer or
its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code
for all or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary Information, or of any information
which at law or equity ought to remain confidential, will immediately give rise to continuing
irreparable injury to State Street or its third-party licensors and vendors inadequately
compensable in damages at law and that State Street shall be entitled to obtain immediate
injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in
addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and/or has the right to grant access
to the System and to provide the Remote Access Services contemplated herein. Because of the nature
of computer information technology including, but not limited to the use of the Internet, and the
necessity of relying upon third-party sources, and data and pricing information obtained from third
parties, the System and Remote Access Services are provided “AS IS” without warranty express or
implied including as to availability of the System, and the Customer and its Authorized Designees
shall be solely responsible for the use of the System and Remote Access Services and investment
decisions, results obtained, regulatory reports and statements produced using the Remote Access
Services. State Street and its relevant licensors and third-party vendors will not be liable to the
Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or
consequential damages arising out of or in any way connected with the System or the Remote Access
Services, nor shall any party be responsible for delays or nonperformance under this Addendum
arising out of any cause or event beyond such party’s control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS
AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE
SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ii
Infringement
State Street will defend or, at its option, settle any claim or action brought against the
Customer to the extent that it is based upon an assertion that access to or use of State Street
proprietary systems by the Customer under this Addendum constitutes direct infringement of any
United States patent or copyright or misappropriation of a trade secret, provided that the
Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates
with State Street in the defense of such claim or proceeding and allows State Street sole control
over such claim or proceeding. Should the State Street proprietary system or any part thereof
become, or in State Street’s opinion be likely to become, the subject of a claim of infringement
or the like under any applicable patent, copyright or trade secret laws, State Street shall have
the right, at State Street’s sole option, to (i) procure for the Customer the right to continue
using the State Street proprietary system (ii) replace or modify the State Street proprietary
system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this
Addendum without further obligation. This section constitutes the sole remedy to the Customer for
the matters described in this section.
Termination
Each party to the Custodian Agreement may terminate this Addendum immediately for failure of any
other party to comply with any material term and condition of the Addendum by giving the other
party written notice of termination. This Addendum shall in any event terminate with and in
connection with the termination of the Custodian Agreement. The Customer’s use of any third-party
System is contingent upon its compliance with any terms of use of such system imposed by such third
party and State Street’s continued access to, and use of, such third-party system. In the event of
termination, the Customer will return to State Street all copies of documentation and other
confidential information in its possession or in the possession of its Authorized Designees and
immediately cease access to the System and Remote Access Services. The foregoing provisions with
respect to confidentiality and infringement will survive termination for a period of three (3)
years.
Miscellaneous
This Addendum constitutes the entire understanding of the parties to the Custodian Agreement with
respect to access to the System and the Remote Access Services. This Addendum cannot be modified
or altered except in a writing duly executed by each of State Street and the Customer and shall be
governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
By its execution of the Custodian Agreement, the Customer: (a) confirms to State Street that it
informs all Authorized Designees of the terms of this Addendum; (b) accepts responsibility for its
and its Authorized Designees’ compliance with the terms of this Addendum; and (c) indemnifies and
holds State Street harmless from and against any and all costs, expenses, losses, damages,
charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of
its Authorized Designees to abide by the terms of this Addendum.
iii
 |
||
| FUNDS TRANSFER ADDENDUM | ||
OPERATING GUIDELINES |
||
1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit Client’s account(s)
upon the receipt of a payment order in compliance with the selected Security Procedure chosen for
funds transfer and in the amount of money that State Street has been instructed to transfer.
State Street shall execute payment orders in compliance with the Security Procedure and with the
Client’s instructions on the execution date provided that such payment order is received by the
customary deadline for processing such a request, unless the payment order specifies a later time.
All payment orders and communications received after this time will be deemed to have been received
on the next business day.
2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it has designated on the
Selection Form was selected by the Client from Security Procedures offered by State Street. The
Client agrees that the Security Procedures are reasonable and adequate for its wire transfer
transactions and agrees to be bound by any payment orders, amendments and cancellations, whether or
not authorized, issued in its name and accepted by State Street after being confirmed by any of the
selected Security Procedures. The Client also agrees to be bound by any other valid and authorized
payment order accepted by State Street. The Client shall restrict access to confidential
information relating to the Security Procedure to authorized persons as communicated in writing to
State Street. The Client must notify State Street immediately if it has reason to believe
unauthorized persons may have obtained access to such information or of any change in the Client’s
authorized personnel. State Street shall verify the authenticity of all instructions according to
the Security Procedure.
3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis of the account
number contained in the payment order. In the event of a discrepancy between any name indicated on
the payment order and the account number, the account number shall take precedence and govern.
Financial institutions that receive payment orders initiated by State Street at the instruction of
the Client may also process payment orders on the basis of account numbers, regardless of any name
included in the payment order. State Street will also rely on any financial institution
identification numbers included in any payment order, regardless of any financial institution name
included in the payment order.
4. REJECTION: State Street reserves the right to decline to process or delay the processing of a
payment order which (a) is in excess of the collected balance in the account to be charged at the
time of State Street’s receipt of such payment order; (b) if initiating such payment order would
cause State Street, in State Street’s sole judgment, to exceed any volume, aggregate dollar,
network, time, credit or similar limits upon wire transfers which are applicable to State Street;
or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been
properly authorized.
5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act on all authorized
requests to cancel or amend payment orders received in compliance with the Security Procedure
provided that such requests are received in a timely manner affording State Street reasonable
opportunity to act. However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.
6. ERRORS: State Street shall assume no responsibility for failure to detect any erroneous
payment order provided that State Street complies with the payment order instructions as
received and State Street complies with the Security Procedure. The Security Procedure is
established for the purpose of authenticating payment orders only and not for the detection of
errors in payment orders.
7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility for lost interest
with respect to the refundable amount of any unauthorized payment order, unless State Street is
notified of the unauthorized payment order within thirty (30) days of notification by State Street
of the acceptance of such payment order. In no event shall State Street be liable for special,
indirect or consequential damages, even if advised of the possibility of such damages and even for
failure to execute a payment order.
8. AUTOMATED CLEARING HOUSE (“ACH”) CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a Client initiates or
receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National
Automated Clearing House Association and the New England Clearing House Association, State Street
will act as an Originating Depository Financial Institution and/or Receiving Depository
Institution, as the case may be, with respect to such entries. Credits given by State Street with
respect to an ACH credit entry are provisional until State Street receives final settlement for
such entry from the Federal Reserve Bank. If State Street does not receive such final settlement,
the Client agrees that State Street shall receive a refund of the amount credited to the Client in
connection with such entry, and the party making payment to the Client via such entry shall not be
deemed to have paid the amount of the entry.
9. CONFIRMATION STATEMENTS: Confirmation of State Street’s execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through State Street’s proprietary
information systems, such as, but not limited to Horizon and GlobalQuest®, account statements,
advices, or by facsimile or callback. The Client must report any objections to the execution of a
payment order within 30 days.
|
||
| FUNDS TRANSFER ADDENDUM | ||
10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to
repay any deposit made at a non-U.S. branch of State Street, or any deposit made
with State Street and denominated in a non-U.S. dollar
| sm | Serving Institutional Investors Worldwide |
currency, if repayment of such deposit or the use of assets denominated in the non-U.S.
dollar currency is prevented, prohibited or otherwise blocked due to: (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or
authority asserting governmental, military or police power of any kind, whether such authority
be recognized as a defacto or a dejure government, or by any entity, political or revolutionary
movement or otherwise that usurps, supervenes or otherwise materially impairs the normal
operation of civil authority; or(c) the closure of a non-U.S. branch of State Street in order to
prevent, in the reasonable judgment of State Street, harm to the employees or property of State
Street. The obligation to repay any such deposit shall not be transferred to and may not be
enforced against any other branch of State Street.
The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter
167D, Section 36.
While State Street is not obligated to repay any deposit made at a non-U.S. branch or any
deposit denominated in a non-U.S. currency during the period in which its repayment has been
prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all
circumstances preventing, prohibiting or otherwise blocking repayment cease to exist.
11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to recover any
funds erroneously paid to the wrong party or parties, regardless of any fault of State Street
or the Client, but the party responsible for the erroneous payment shall bear all costs and
expenses incurred in trying to effect such recovery. These Guidelines may not be amended except
by a written agreement signed by the parties.
FUNDS TRANSFER ADDENDUM
| Security Procedure(s) Selection Form Please select one or more of the funds transfer security procedures indicated below. |
 |
|
SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned
and operated by member financial institutions that provides telecommunication services for its
membership. Participation is limited to securities brokers and dealers, clearing and depository
institutions, recognized exchanges for securities, and investment management institutions. SWIFT
provides a number of security features through encryption and authentication to protect against
unauthorized access, loss or wrong delivery of messages, transmission errors, loss of
confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most
secure and efficient networks for the delivery of funds transfer instructions. Selection of this
security procedure would be most appropriate for existing SWIFT members.
Standing Instructions
Standing Instructions may be used where funds are transferred to a broker on the Client’s
established list of brokers with which it engages in foreign exchange transactions. Only the date,
the currency and the currency amount are variable. In order to establish this procedure, State
Street will send to the Client a list of the brokers that State Street has determined are used by
the Client. The Client will confirm the list in writing, and State Street will verify the written
confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit.
If the payment order exceeds the established limit, the Standing Instruction will be confirmed by
telephone prior to execution.
o
Remote Batch Transmission
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications
between the Client and State
Street. Security procedures include encryption and or the use of a test key by those individuals
authorized as Automated Batch Verifiers.
Clients selecting this option should have an existing facility for completing CPU-CPU
transmissions. This delivery mechanism is typically used for high-volume business.
Global Horizon Interchangesm Funds Transfer Service
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary
microcomputer-based wire initiation system. FTS enables Clients to electronically transmit
authenticated Fedwire, CHIPS or internal book transfer instructions to State Street. This delivery
mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per
day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to
release to State Street.
Telephone Confirmation (Callback)
Telephone confirmation will be used to verify all non-repetitive funds transfer instructions
received via untested facsimile or phone. This procedure requires Clients to designate individuals
as authorized initiators and authorized verifiers. State Street will verify that the instruction
contains the signature of an authorized person and prior to execution, will contact someone other
than the originator at the Client’s location to authenticate the instruction. Selection of this
alternative is appropriate for Clients who do not have the capability to use other security
procedures.
o
Repetitive Wires
For situations where funds are transferred periodically (minimum of one instruction per calendar
quarter) from an existing authorized account to the same payee (destination bank and account
number) and only the date and currency amount are variable, a repetitive wire may be implemented.
Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the instruction will be confirmed by telephone prior to execution. Telephone
confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed
annually. This alternative is recommended whenever funds are frequently transferred between the
same two accounts.
Transfers Initiated by Facsimile
The Client faxes wire transfer instructions directly to State Street Mutual Fund Services. Standard
security procedure requires the use of a random number test key for all transfers. Every six months
the Client receives test key logs from State Street. The test key contains alpha-numeric
characters, which the Client puts on each document faxed to State Street. This procedure ensures
all wire instructions received via fax are authorized by the Client.
We provide this option for Clients who wish to batch wire instructions and transmit these as a
group to State Street Mutual Fund Services once or several times a day.
FUNDS TRANSFER ADDENDUM Instruct Instruct is a State Street web-based application designed to provide internet-enabled remote access
that allows for the capturing, verification and processing of various instruction types, including
securities, cash and foreign exchange transactions. Instruct is designed using industry standard
formats to facilitate straight-through processing. Instruct provides a number of security features
through user entitlements, industry standard encryption protocols, digital security certificates
and multiple tiers of user authentication requirements.
|
 |
Secure Transport
Secure Transport is a file transfer application based upon the Secure File Transfer Protocol
standard that is designed to enable State Street clients/ investment managers to send file
based transfer and transaction instructions over the internet. Secure Transport features
multi-factor authenticators such as SecurID and digital certificates, and incorporates
industry-standard encryption protocols.
Automated Clearing House (ACH)
State Street receives an automated transmission or a magnetic tape from a Client for the
initiation of payment (credit) or collection (debit) transactions through the ACH network. The
transactions contained on each transmission or tape must be authenticated by the Client.
Clients using ACH must select one or more of the following delivery options:
Global Horizon Interchange Automated Clearing House Service
Transactions are created on a microcomputer, assembled into batches and delivered to State
Street via fully authenticated electronic transmissions in standard NACHA formats.
Transmission from Client PC to State Street Mainframe with Telephone Callback
Transmission from Client Mainframe to State Street Mainframe with Telephone Callback
Transmission from DST Systems to State Street Mainframe with Encryption
Magnetic Tape Delivered to State Street with Telephone Callback
State Street is hereby instructed to accept funds transfer instructions only via the delivery
methods and security procedures indicated. The selected delivery methods and security
procedure(s) will be effective for payment orders initiated by our
organization.
Key Contact Information
Whom shall we contact to implement your selection(s)?
| CLIENT OPERATIONS CONTACT | ALTERNATE CONTACT | |
Name
|
Name | |
Address
|
Address | |
City/State/Zip Code
|
City/State/Zip Code | |
Telephone Number
|
Telephone Number | |
Facsimile Number
|
Facsimile Number | |
SWIFT Number
|
Telex Number |
FUNDS TRANSFER ADDENDUM INSTRUCTION(S) TELEPHONE CONFIRMATION Fund Investment Adviser |
|
Authorized Initiators
Please Type or Print
Please provide a listing of Fund officers or other individuals who are currently authorized to
INITIATE wire transfer instructions to State Street:
NAME
|
TITLE (Specify whether position | SPECIMEN SIGNATURE | ||
| is with Fund or Investment Adviser) | ||||
Authorized Verifiers
Please Type or Print
Please provide a listing of Fund officers or other individuals who will be CALLED BACK to
verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire
instructions:
NAME
|
CALLBACK PHONE NUMBER | DOLLAR LIMITATION (IF ANY) | ||
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
Argentina
|
Citibank, N.A. | |
Australia
|
The Hongkong and Shanghai Banking Corporation Limited Citigroup Pty. Limited | |
Austria
|
Bank Austria Creditanstalt AG | |
Bahrain
|
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
Bangladesh
|
Standard Chartered Bank | |
Belgium
|
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch) | |
Benin
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
Bermuda
|
Bank of Bermuda Limited | |
Botswana
|
Barclays Bank of Botswana Limited | |
Brazil
|
Citibank, N.A. | |
Bulgaria
|
ING Bank N.V. | |
Burkina Faso
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
Canada
|
State Street Trust Company Canada | |
Cayman Islands
|
Close Trustees (Cayman) Limited | |
Chile
|
Banco Itaú Chile |
1
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
People’s Republic
of China
(Shanghai and
Shenzhen)
|
HSBC Bank (China) Company Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
Colombia
|
Cititrust Colombia S.A. Sociedad Fiduciaria | |
Costa Rica
|
Banco BCT S.A. | |
Croatia
|
Privredna Banka Zagreb d.d | |
Cyprus Czech
|
BNP Paribas Securities Services, S.A., Greece (operating through its Athens branch) | |
Republic
|
Ceskoslovenská obchodní Banka, a.s. | |
Denmark
|
Skandinaviska Enskilda Xxxxxx XX, Sweden (operating through its Copenhagen branch) | |
Ecuador
|
Banco de la Producción S.A. PRODUBANCO | |
Egypt
|
HSBC Bank Egypt S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
Estonia |
||
| AS Hansapank | ||
Finland
|
||
| Skandinaviska Enskilda Xxxxxx XX, Sweden (operating through its Helsinki branch) | ||
France
|
||
| Deutsche Bank AG, Netherlands (operating through its Paris branch) | ||
Germany
|
||
| Deutsche Bank AG | ||
Ghana
|
||
| Barclays Bank of Ghana Limited | ||
Greece
|
||
| National Bank of Greece S.A. |
2
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
Guinea-Bissau
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
Hong Kong
|
Standard Chartered Bank (Hong Kong) Limited | |
Hungary
|
UniCredit Bank Hungary Zrt. | |
Iceland
|
Kaupthing Bank hf. | |
India
|
Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited | |
Indonesia
|
Deutsche Bank AG | |
Ireland Israel
|
Bank of Ireland | |
Italy
|
Bank Hapoalim X.X. | |
Xxxxx Coast
|
Deutsche Bank S.p.A. | |
Jamaica
|
Société Générale de Banques en Côte d’Ivoire | |
Japan
|
Bank of Nova Scotia Jamaica Limited | |
Jordan
|
Mizuho Corporate Bank Limited Sumitomo Mitsui Banking Corporation |
|
Kazakhstan
|
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
Kenya
|
SB HSBC Bank Kazakhstan JSC (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
| Barclays Bank of Kenya Limited |
3
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
Republic of Korea
|
Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited | |
Kuwait
|
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
Latvia
|
A/s Hansabanka | |
Lebanon
|
HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
Lithuania
|
SEB Bankas AB | |
Malaysia
|
Standard Chartered Bank Malaysia Berhad | |
Mali
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
Malta
|
The Hongkong and Shanghai Banking Corporation Limited | |
Mauritius
|
The Hongkong and Shanghai Banking Corporation Limited | |
Mexico
|
Banco Nacional de México S.A. | |
Morocco
|
Attijariwafa bank | |
Namibia
|
Standard Bank Namibia Limited | |
Netherlands
|
Deutsche Bank AG | |
New Zealand
|
The Hongkong and Shanghai Banking Corporation Limited | |
Niger
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast |
4
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
Nigeria
|
Stanbic IBTC Bank Plc. | |
Norway
|
Skandinaviska Enskilda Xxxxxx XX, Sweden (operating through its Oslo branch) | |
Oman
|
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
Pakistan
|
Deutsche Bank AG | |
Palestine
|
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
Panama Peru
|
HSBC Bank (Panama) S.A. | |
Philippines
|
Citibank del Perú, S.A. | |
Poland
|
Standard Chartered Bank | |
Portugal
|
Bank Handlowy w Warszawie S.A. | |
Puerto Rico
|
Banco Comercial Português S.A. | |
Qatar
|
Citibank N.A. | |
| HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
Romania |
||
| ING Bank N.V. | ||
Russia Saudi |
||
| ING Bank (Eurasia) ZAO, Moscow | ||
Arabia |
||
| Saudi British Bank (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
5
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
Senegal
|
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
Serbia
|
Unicredit Bank Serbia JSC | |
Singapore
|
DBS Bank Limited United Overseas Bank Limited |
|
Slovak Republic
|
Ceskoslovenská obchodní Banka, a.s. | |
Slovenia
|
UniCredit Bank Slovenija d.d. | |
South Africa
|
Nedbank Limited | |
| Standard Bank of South Africa Limited | ||
Spain |
||
| Deutsche Bank S.A.E. | ||
Sri Lanka |
||
| The Hongkong and Shanghai Banking Corporation Limited | ||
Swaziland |
||
| Standard Bank Swaziland Limited | ||
Sweden |
||
| Skandinaviska Enskilda Xxxxxx XX | ||
Switzerland |
||
Taiwan — R.O.C.
|
UBS AG Credit Suisse Bank of Taiwan | |
Thailand |
||
| Standard Chartered Bank (Thai) Public Company Limited | ||
Togo
|
xxx Xxxxxxx Xxxxxxxx de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
Trinidad & Tobago
|
Republic Bank Limited | |
Tunisia
|
Banque Internationale Arabe de Tunisie |
6
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
Turkey
|
Citibank, A.S. | |
Uganda
|
Barclays Bank of Uganda Limited | |
Ukraine
|
ING Bank Ukraine | |
United Arab Emirates - Dubai Financial Market |
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
|
United Arab Emirates - Dubai International Financial Center |
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
|
United Arab Emirates - Abu Dhabi |
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
|
United Kingdom
|
State Street Bank and Trust Company, United Kingdom branch | |
Uruguay
|
Banco Itaú Uruguay S.A. | |
Venezuela
|
Citibank, N.A. | |
Vietnam
|
The Hongkong and Shanghai Banking Corporation Limited | |
Zambia
|
Barclays Bank of Zambia Plc. | |
Zimbabwe
|
Barclays Bank of Zimbabwe Limited |
7
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
| Country | Depositories | |
Argentina
|
Caja de Valores S.A. | |
Australia
|
Austraclear Limited | |
Austria
|
Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division) | |
Bahrain
|
Clearing, Settlement, and Depository System of the Bahrain Stock Exchange | |
Bangladesh
|
Central Depository Bangladesh Limited | |
Belgium
|
Banque Nationale de Belgique Euroclear Belgium |
|
Benin
|
Dépositaire Central — Banque de Règlement | |
Bermuda
|
Bermuda Securities Depository | |
Brazil
|
Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP) Companhia Brasileira de Liquidação e Custódia Sistema Especial de Liquidação e de Custódia (SELIC) |
|
Bulgaria
|
Bulgarian National Bank Central Depository AD |
|
Burkina Faso
|
Dépositaire Central — Banque de Règlement The | |
Canada
|
Canadian Depository for Securities Limited | |
Chile
|
Depósito Central de Valores S.A. | |
People’s Republic
of China
|
China Securities Depository and Clearing Corporation Limited,
Shanghai Branch China Securities Depository and Clearing Corporation Limited Shenzhen Branch |
1
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
| Country | Depositories | |
Colombia
|
Xxxxxxxx Xxxxxxx xx Xxxxxxx Xxxxxxxx Xxxxxxxxxxxx xx Xxxxxxx xx Xxxxxxxx S. A. (DECEVAL) |
|
Costa Rica
|
Central de Valores S.A. Središnja | |
Croatia Cyprus
|
depozitarna agencija d.d. Central Depository | |
Czech Republic
|
and Central Registry | |
| Czech National Bank Stredisko cenných papíru — Ceská republika |
||
Denmark
|
Værdipapircentralen | |
Egypt
|
Misr for Clearing, Settlement, and Depository S.A.E. Central Bank of Egypt |
|
Estonia
|
AS Eesti Väärtpaberikeskus | |
Finland
|
Suomen Arvopaperikeskus Oy | |
France
|
Euroclear France | |
Germany
|
Clearstream Banking AG, Frankfurt | |
Greece
|
Apothetirion Titlon AE | |
| Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form | ||
Guinea-Bissau
|
Dépositaire Central — Banque de Règlement |
2
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
| Country | Depositories | |
Hong Kong
|
Central Moneymarkets Unit Hong Kong Securities Clearing Company Limited |
|
Hungary
|
Központi Elszámolóház és Értéktár (Budapest) Zrt. (KELER) | |
Iceland
|
Icelandic Securities Depository Limited | |
India
|
Central Depository Services (India) Limited National Securities Depository Limited Reserve Bank of India | |
Indonesia
|
Bank Indonesia PT Kustodian Sentral Efek Indonesia |
|
Israel
|
Tel Aviv Stock Exchange Clearing House Ltd. (TASE C | |
Italy
|
Monte Titoli S.p.A. | |
Ivory Coast
|
Dépositaire Central — Banque de Règlement | |
Jamaica
|
Jamaica Central Securities Depository | |
Japan
|
Bank of Japan — Net System Japan Securities Depository Center (JASDEC) Incorpor |
|
Jordan
|
Securities Depository Center | |
Kazakhstan
|
Central Securities Depository | |
Kenya
|
Central Depository and Settlement Corporation Limited Central Bank of Kenya |
|
Republic of Korea
|
Korea Securities Depository |
3
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
| Country | Depositories | |
Kuwait
|
Kuwait Clearing Company | |
Latvia
|
Latvian Central Depository | |
Lebanon
|
Banque du Liban Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) X.X.X. |
|
Lithuania
|
Central Securities Depository of Lithuania | |
Malaysia
|
Bank Negara Malaysia | |
| Bursa Malaysia Depository Sdn. Bhd. | ||
Mali |
Dépositaire Central — Banque de Règlement | |
Malta |
Central Securities Depository of the Malta Stock Exchange | |
Mauritius |
Bank of Mauritius | |
Mexico
|
Central Depository and Settlement Co. Ltd. | |
Morocco
|
S.D. INDEVAL, S.A. de C.V. | |
Namibia
|
Maroclear | |
Netherlands
|
Bank of Namibia | |
New Zealand
|
Euroclear Nederland | |
Niger
|
New Zealand Central Securities Depository Limited | |
Nigeria
|
Dépositaire Central — Banque de Règlement | |
| Central Securities Clearing System Limited |
4
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
| Country | Depositories | |
Norway
|
Verdipapirsentralen | |
Oman
|
Muscat Depository & Securities Registration Company, SAOC | |
Pakistan
|
Central Depository Company of Pakistan Limited State Bank of Pakistan |
|
Palestine
|
Clearing, Depository and Settlement, a department of the Palestine Securities Exchange | |
Panama
|
Central Latinoamericana de Valores, S.A. (LatinClear) | |
Peru
|
Caja de Valores y Liquidaciones, Institución de Compensación y Liquidación de Valores S.A | |
Philippines
|
Philippine Depository & Trust Corporation Registry of Scripless Securities (XXXX) of the Bureau of Treasury |
|
Poland
|
Rejestr Papierów Wartościowych Krajowy Depozyt Papierów Wartos ´ciowych S.A. |
|
Portugal
|
INTERBOLSA — Sociedad Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. |
|
Qatar
|
Central Clearing and Registration (CCR), a department of the Doha Securities Market |
|
Romania
|
S.C. Depozitarul Central S.A. National Bank of Romania |
|
Russia
|
Vneshtorgbank, Bank for Foreign Trade of the Russian Federation National Depository Center |
|
Saudi Arabia
|
Tadawul Central Securities Depository |
5
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
| Country | Depositories | |
Senegal
|
Dépositaire Central — Banque de Règlement | |
Serbia
|
Central Registrar and Central Depository for Securities | |
Singapore
|
The Central Depository (Pte) Limited Monetary Authority of Singapore |
|
Slovak Republic
|
Národná banka slovenska Centralny depozitar cenných papierov SR, a.s. |
|
Slovenia
|
KDD — Centralna klirinsko depotna xxxxxx x.x. | |
South Africa
|
Strate Ltd. | |
Spain
|
IBERCLEAR | |
Sri Lanka
|
Central Depository System (Pvt) Limited | |
Sweden
|
Värdepapperscentralen VPC AB | |
Switzerland
|
SegaIntersettle AG | |
Taiwan — R.O.C.
|
Taiwan Depository and Clearing Corporation | |
Thailand
|
Thailand Securities Depository Company Limited | |
Togo
|
Dépositaire Central — Banque de Règlement | |
Trinidad and Tobago
|
Central Bank of Trinidad and Tobago | |
Tunisia
|
Société Tunisienne Interprofessionelle pour la Compensation et de Dépôts des Valeurs Mobilières (STICODEVAM) |
6
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
| Country | Depositories | |
Turkey
|
Central Bank of Turkey Central Registry Agency |
|
Uganda
|
Bank of Uganda | |
Ukraine
|
Mizhregionalny Fondovy Souz National Bank of Ukraine |
|
United Arab Emirates Dubai Financial Market |
Clearing and Depository System, a department of the Dubai Financial Market | |
United Arab Emirates Dubai International Financial Center |
Central Securities depository department of the Dubai International Financial Exchange | |
United Arab Emirates
|
Clearing, Settlement, Depository and Registry department of the Abu Dhabi | |
Abu Dhabi
|
Securities Exchange | |
United Kingdom
|
Euroclear UK & Ireland Limited | |
Uruguay
|
Banco Central del Uruguay | |
Venezuela
|
Banco Central de Venezuela Caja Venezolana de Valores |
|
Vietnam
|
Vietnam Securities Depository | |
Zambia
|
Bank of Zambia XxXX Central Shares Depository Limited |
TRANSNATIONAL
Euroclear Bank S.A./N.V.
Clearstream Banking, S.A.
Clearstream Banking, S.A.
7
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
| Country | Depositories | |
8
SCHEDULE C
MARKET INFORMATION
| Publication/Type of Information | ||
| (scheduled frequency) | Brief Description | |
The Guide to Custody in World Markets
(hardcopy annually and regular website
updates)
|
An overview of settlement and safekeeping procedures, custody practices and foreign investor considerations for the markets in which State Street offers custodial services. | |
Global Custody Network Review (annually) |
Information relating to Foreign Sub-Custodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub-Custodian banks. | |
Securities Depository Review (annually) |
Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7. | |
Global Legal Survey (annually) |
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub- Custodian or Foreign Securities System, (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. | |
Subcustodian Agreements (annually) |
Copies of the contracts that State Street has entered into with each Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services. | |
Global Market Bulletin (daily or as necessary) |
Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients. | |
Foreign Custody Advisories (as necessary) |
For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street issues market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels. | |
Material Change Notices (presently on a quarterly basis or as otherwise necessary) |
Informational letters and accompanying materials confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories. |
SCHEDULE D to Master
Custodian Agreement
Custodian Agreement
Special Sub-Custodians
None.
D-1
