Exhibit (g)(1)
CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the 1st day of January, 2000 by and
between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the
laws of the Commonwealth of Massachusetts, having its principal office and place
of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("State
Street"), EACH REGISTERED INVESTMENT COMPANY LISTED ON SCHEDULE A hereto, as it
may be amended from time to time, incorporated herein by this reference, each
having its principal office and place of business at 000 Xxxxxxx Xxxxxx Xxxxx,
Xxxxxxx Xxxxx, XX 00000 (each sometimes referred to as a "Fund" and,
collectively, the "Funds"), and PACIFIC INVESTMENT MANAGEMENT COMPANY, a
Delaware partnership having its principal office and place of business at 000
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 ("PIMCO"), acting as administrator
for each Fund.
WITNESSETH:
WHEREAS, PIMCO administers all of the operations of PIMCO Funds: Pacific
Investment Management Series ("PIMS"), a Massachusetts business trust that is
registered with the Securities and Exchange Commission ("SEC") as an open-end
management investment company, pursuant to an Administration Agreement between
PIMS and PIMCO, and procures or provides for the procurement on behalf of PIMS
at PIMCO's expense certain services, including custody services; and
WHEREAS, PIMCO Advisors L.P. ("PALP") administers all of the operations of
the PIMCO Funds: Multi-Manager Series ("MMS"), a Massachusetts business trust
that is registered with the SEC as an open-end management investment company,
pursuant to an Administration Agreement between MMS and PALP, and procures or
provides for procurement on behalf of MMS at PALP's expense certain services,
including custody services; and
WHEREAS, PIMCO pursuant to an Administration Agreement with PALP has been
appointed as sub-administrator to provide or procure certain services, including
custody services, for or on behalf of MMS; and
WHEREAS, PIMCO desires to appoint State Street as custodian of the assets
of each Fund's investment portfolio or portfolios (each a "Portfolio", and
collectively the "Portfolios") and as each Fund's agent to perform certain
investment accounting and recordkeeping functions; and
WHEREAS, State Street is willing to accept such appointment on the terms
and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. PIMCO hereby constitutes and appoints
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State Street as:
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A. Custodian of the investment securities, interests in loans and other
non-cash investment property, and monies at any time owned by each of
the Portfolios and delivered to State Street as custodian hereunder
("Assets"); and
B. Agent to perform certain accounting and recordkeeping functions
relating to portfolio transactions required of a duly registered
investment company under Rule 31a of the Investment Company Act of
1940, as amended (the "1940 Act") and to calculate the net asset value
of the Portfolios.
2. REPRESENTATIONS AND WARRANTIES.
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A. Each Fund hereby represents, warrants and acknowledges to State
Street:
1. That it is a corporation or trust duly organized and existing and
in good standing under the laws of its state of organization, and
that it is registered under the 1940 Act; and
2. That it has the requisite power and authority under applicable
law and its articles of incorporation and its bylaws or its trust
instrument, as the case may be, to enter into this Agreement;
that it has taken all requisite action necessary to appoint State
Street as custodian and investment accounting and recordkeeping
agent, that this Agreement has been duly executed and delivered
by Fund; and that this Agreement constitutes a legal, valid and
binding obligation of Fund, enforceable in accordance with its
terms, except that such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally, and general principles of
equity.
B. State Street hereby represents, warrants and acknowledges to each Fund
and to PIMCO:
1. That it is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts; and
2. That it has the requisite power and authority under applicable
law, its charter and its bylaws to enter into and perform this
Agreement; that this Agreement has been duly executed and
delivered by State Street, and that this Agreement constitutes a
legal, valid and binding obligation of State Street, enforceable
in accordance with its terms, except that such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally, and general
principles of equity.
C. PIMCO hereby represents, warrants and acknowledges to State Street:
1. That it is a partnership duly organized and existing and in good
standing under the laws of the State of Delaware; and
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2. That it has the requisite power and authority under applicable
law and its partnership agreement to enter into and perform this
Agreement; that this Agreement has been duly executed and
delivered by PIMCO; and that this Agreement constitutes a legal,
valid and binding obligation of PIMCO, enforceable in accordance
with its terms, except that such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally, and general principles of
equity.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
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A. Delivery of Assets. Except as permitted by the 1940 Act, PIMCO will
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deliver or cause to be delivered to State Street on the effective date
hereof, or as soon thereafter as practicable, and from time to time
thereafter, all Assets acquired by, owned by or from time to time
coming into the possession of each of the Portfolios during the term
hereof. State Street has no responsibility or liability whatsoever for
or on account of assets not so delivered.
B. Delivery of Accounts and Records. PIMCO will turn over or cause to be
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turned over to State Street all accounts and records needed by State
Street to fully and properly perform its duties and responsibilities
hereunder. State Street may rely conclusively on the completeness and
correctness of such accounts and records.
C. Delivery of Assets to Third Parties. State Street will receive
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delivery of and keep safely the Assets of each Portfolio segregated in
a separate account. State Street will not deliver, assign, pledge or
hypothecate any such Assets to any person except as permitted by the
provisions hereof or any agreement executed according to the terms of
Section 3.P hereof. Upon delivery of any such Assets to a subcustodian
appointed pursuant hereto (hereinafter referred to as "Subcustodian"),
State Street will create and maintain records identifying such Assets
as belonging to the applicable Portfolio. State Street is responsible
for the safekeeping of the Assets only until they have been
transmitted to and received by other persons as permitted under the
terms hereof, except for Assets transmitted to Subcustodians, for
which State Street remains responsible to the extent provided herein.
State Street may participate directly or indirectly through a
subcustodian in the Depository Trust Company (DTC), Treasury/Federal
Reserve Book Entry System (Fed System), Participant Trust Company
(FTC) or other depository approved by a Fund (as such entities are
defined at 17 CFR Section 270.1 7f-4(b)) (each a "Depository" and
collectively the "Depositories"). State Street will be responsible to
each Fund for any loss, damage or expense suffered or incurred by such
Fund resulting from the actions or omissions of any Depository only to
the same extent such Depository is responsible to State Street. State
Street shall be liable to the Funds for any loss or damage resulting
from the use of a Depository arising by reason of any negligence,
willful misconduct or bad faith on the part of State Street or any of
its officers, employees or agents.
D. Registration. State Street will at all times hold registered Assets in
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the name of State
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Street as custodian, the applicable Portfolio, or a nominee of either
of them, unless specifically directed by Instructions, as hereinafter
defined, to hold such registered Assets in so-called "street name;"
provided that, in any event, State Street will hold all such Assets in
an account of State Street as custodian containing only Assets of the
applicable Portfolio, or only assets held by State Street as a
fiduciary or custodian for customers; and provided further, State
Street's records will at all times indicate the Portfolio or other
customer for which such Assets are held and the respective interests
therein. If, however, PIMCO directs State Street to maintain Assets in
"street name", notwithstanding anything contained herein to the
contrary, State Street will be obligated only to utilize its best
efforts to timely collect income due the Portfolio on such Assets and
to notify the Portfolio of relevant information, such as maturities
and pendency of calls, and corporate actions including, without
limitation, calls for redemption, tender or exchange offers,
declaration, record and payment dates and amounts of any dividends or
income, reorganization, recapitalization, merger, consolidation,
split-up of shares, change of par value, or conversion ("Corporate
Actions"). All Assets and the ownership thereof by a Portfolio will at
all times be identifiable on the records of State Street PIMCO agrees
to hold State Street and its nominee harmless for any liability as a
shareholder of record of securities held in custody.
E. Exchange. Upon receipt of Instructions, State Street will exchange, or
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cause to be exchanged, Assets held for the account of a Portfolio for
other Assets issued or paid in connection with any Corporate Action or
otherwise, and will deposit any such Assets in accordance with the
terms of any such Corporate Action. Without Instructions, State Street
is authorized to exchange Assets in temporary form for Assets in
definitive form, to effect an exchange of shares when the par value of
stock is changed, and, upon receiving payment therefor, to surrender
bonds or other Assets at maturity or when advised of earlier call for
redemption, except that State Street will receive Instruction prior to
surrendering any convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On each
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business day on which a Portfolio makes a purchase of Assets other
than options and futures, PIMCO will deliver to State Street
Instructions specifying with respect to each such purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount purchased, and
accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission, taxes
and other expenses payable in connection with the purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer through
whom the purchase was made; and
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9. Whether the Asset is to be received in certificated form or via a
specified Depository.
In accordance with such Instructions, State Street will pay for out of
monies held for the purchasing Portfolio, but only insofar as such
monies are available for such purpose, and receive the Assets so
purchased by or for the account of such Portfolio, except that State
Street, or a Subcustodian, may in its sole discretion advance funds to
such Portfolio which may result in an overdraft because the monies
held on behalf of such Portfolio are insufficient to pay the total
amount payable upon such purchase. Except as otherwise instructed by
PIMCO, State Street will make such payment only upon receipt of
Assets: (a) by State Street; (b) by a clearing corporation of a
national exchange of which State Street is a member; or (c) by a
Depository. Notwithstanding the foregoing, (i) State Street may
release funds to a Depository prior to the receipt of advice from the
Depository that the Assets underlying a repurchase agreement have been
transferred by book-entry into the account maintained with such
Depository by State Street on behalf of its customers; provided that
State Street's instructions to the Depository require that the
Depository make payment of such funds only upon transfer by book-entry
of the Assets underlying the repurchase agreement in such account;
(ii) State Street may make payment for time deposits, call account
deposits, currency deposits and other deposits, foreign exchange
transactions, futures contracts or options, before receipt of an
advice or confirmation evidencing said deposit or entry into such
transaction; and (iii) State Street may make, or cause a Subcustodian
to make, payment for the purchase of Assets the settlement of which
occurs outside of the United States of America in accordance with
generally accepted local custom and market practice.
G. Sales and Deliveries of Investments -- Other Than Options and Futures.
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On each business day on which a Portfolio makes a sale of Assets other
than options and futures, PIMCO will deliver to State Street
Instructions specifying with respect to each such sale:
1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and accrued
interest, if any;
4. The date on which the Assets sold were purchased or other
information identifying the Assets sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes or
other expenses payable in connection with such sale;
8. The total amount to be received by the Portfolio upon such sale;
and
9. The name and address of the broker or dealer through whom or
person to whom the sale was made.
State Street will deliver or cause to be delivered the Assets thus
designated as sold for the account of the selling Portfolio as
specified in the Instructions. Except as
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otherwise instructed by PIMCO, State Street will make such delivery
upon receipt of: (a) payment therefor in such form as is satisfactory
to State Street; (b) credit to the account of State Street with a
clearing corporation of a national securities exchange of which State
Street is a member; or (c) credit to the account maintained by State
Street on behalf of its customers with a Depository. Notwithstanding
the foregoing: (i) State Street will deliver Assets held in physical
form in accordance with "street delivery custom" to a broker or its
clearing agent; or (ii) State Street may make, or cause a Subcustodian
to make, delivery of Assets the settlement of which occurs outside of
the United States of America upon payment therefor in accordance with
generally accepted local custom and market practice.
H. Purchases or Sales of Options and Futures. On each business day on
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which a Portfolio makes a purchase or sale of the options and/or
futures listed below, PIMCO will deliver to State Street Instructions
specifying with respect to each such purchase or sale:
1. If applicable, the name of the Portfolio making such purchase or
sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising, expiring
or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through whom the
sale or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising, expiring
or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer through whom
the sale or purchase was made, or other applicable
settlement instructions.
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4. In the case of security index futures contracts:
a. The last trading date specified in the contract and, when
available, the closing level, thereof;
b. The index level on the date the contract is entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in addition to
Instructions, and if not already in the possession of State
Street, PIMCO will deliver a substantially complete and
executed custodial safekeeping account and procedural
agreement, incorporated herein by this reference); and
f. The name and address of the futures commission merchant
through whom the sale or purchase was made, or other
applicable settlement instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
I. Assets Pledged or Loaned. If specifically allowed for in the
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prospectus or registration statement of a Portfolio, and subject to
such additional terms and conditions as State Street may require:
1. Upon receipt of Instructions, State Street will release or cause
to be released Assets to the designated pledgee by way of pledge
or hypothecation to secure any loan incurred by a Portfolio;
provided, however, that State Street will release Assets only
upon payment to State Street of the monies borrowed, except that
in cases where additional collateral is required to secure a
borrowing already made, further Assets may be released or caused
to be released for that purpose. Upon receipt of Instructions,
State Street will pay, but only from funds available for such
purpose, any such loan upon redelivery to it of the Assets
pledged or hypothecated therefor and upon surrender of the note
or notes evidencing such loan.
2. Upon receipt of Instructions, State Street will release Assets to
the designated borrower; provided, however, that the Assets will
be released only upon deposit with State Street of full cash
collateral as specified in such Instructions, and that the
lending Portfolio will retain the right to any
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dividends, interest or distribution on such loaned Assets. Upon
receipt of Instructions and the loaned Assets, State Street will
release the cash collateral to the borrower.
J. Routine Matters. State Street will, in general, attend to all routine
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and mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with the Assets
except as may be otherwise provided herein or upon Instruction from
PIMCO.
K. Deposit Accounts. State Street will open and maintain one or more
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special purpose deposit accounts for each Portfolio in the name of
State Street in such banks or trust companies (including, without
limitation, affiliates of State Street) as may be designated by it or
PIMCO in writing ("Accounts"), subject only to draft or order by State
Street upon receipt of Instructions. State Street will deposit all
monies received by State Street from or for the account of a Portfolio
in an Account maintained for such Portfolio. Subject to Section 5.K
hereof, State Street agrees:
1. To make Fed Funds available to the applicable Portfolio at 9:00
a.m., Kansas City time, on the second business day after deposit
of any check into an Account, in the amount of the check;
2. To make funds available immediately upon a deposit made by
Federal Reserve wire; and
3. To make funds available on the next business day after deposit of
ACH wires.
L. Income and Other Payments. State Street will:
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1. Collect, claim and receive and deposit for the account of the
applicable Portfolio all income (including income from the
Accounts) and other payments which become due and payable on or
after the effective date hereof with respect to the Assets, and
credit the account of such Portfolio in accordance with the
schedule attached hereto as Exhibit A. If, for any reason, a
Portfolio is credited with income that is not subsequently
collected, State Street may reverse that credited amount If
monies are collected after such reversal, State Street will
credit the Portfolio in that amount;
2. Execute ownership and other certificates and affidavits for all
federal, state and local tax purposes in connection with the
collection of bond and note coupons; and
3. Take such other action as may be necessary or proper in
connection with (a) the collection, receipt and deposit of such
income and other payments, including but not limited to the
presentation for payment of all coupons and other income items
requiring presentation; and all other Assets which may mature or
be called, redeemed, retired or otherwise become payable and
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regarding which State Street has actual knowledge, or should
reasonably be expected to have knowledge; and (b) the endorsement
for collection, in the name of Fund or a Portfolio, of all
checks, drafts or other negotiable instruments.
State Street, however, will not be required to institute suit or take
other extraordinary action to enforce collection except upon receipt
of Instructions and upon being indemnified to its satisfaction against
the costs and expenses of such suit or other actions. State Street
will receive, claim and collect all stock dividends, rights and other
similar items and will deal with the same pursuant to Instructions.
M. Proxies and Notices. State Street will promptly deliver or mail or
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have delivered or mailed to PIMCO all proxies properly signed, all
notices of meetings, all proxy statements and other notices, requests
or announcements affecting or relating to Assets and will, upon
receipt of Instructions, execute and deliver or mail (or cause its
nominee to execute and deliver or mall) such proxies or other
authorizations as may be required. Except as provided herein or
pursuant to Instructions hereafter received by State Street, neither
it nor its nominee will exercise any power inherent in any such
Assets, including any power to vote the same, or execute any proxy,
power of attorney, or other similar instrument voting any of such
Assets, or give any consent, approval or waiver with respect thereto,
or take any other similar action.
N. Disbursements. State Street will pay or cause to be paid, insofar as
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funds are available for the purpose, bills, statements and other
obligations of each Portfolio (including but not limited to
obligations in connection with the conversion, exchange or surrender
of Assets, interest charges, dividend disbursements, taxes, management
fees, custodian fees, legal fees, auditors' fees, transfer agents'
fees, brokerage commissions, compensation to personnel, and other
operating expenses of such Portfolio) pursuant to Instructions setting
forth the name of the person to whom payment is to be made, and the
amount and purpose of the payment.
O. Daily Statement of Accounts. State Street will, within a reasonable
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time, render to PIMCO a detailed statement of the amounts received or
paid and of Assets received or delivered for the account of each
Portfolio during each business day. State Street will maintain such
books and records as are necessary to enable it to render, from time
to time upon request by PIMCO, a detailed statement of the Assets.
State Street will permit, and upon Instruction will cause any
Subcustodian to permit, such persons as are authorized by the
applicable Fund, including such Fund's independent public accountants,
reasonable access to such records or will provide reasonable
confirmation of the contents of such records, and if demanded, State
Street will permit, and will cause any Subcustodian to permit, federal
and state regulatory agencies to examine the Assets, books and records
of any Portfolio.
P. Appointment of Subcustodians. Notwithstanding any other provisions
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hereof:
l. All or any of the Assets may be held in State Street's own
custody or in the
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custody of one or more other banks or trust companies (including,
without limitation, affiliates of State Street) acting as
Subcustodians as may be selected by State Street. Any such
Subcustodian selected by State Street must have the
qualifications required for a custodian under the 0000 Xxx. Xxxxx
Xxxxxx will be responsible to the applicable Portfolio for any
loss, damage or expense suffered or incurred by such Portfolio
resulting from the actions or omissions of any Subcustodians
selected and appointed by State Street (except Subcustodians
appointed at the request of PIMCO and as provided in Subsection 2
below) to the same extent State Street would be responsible to
Fund hereunder if it committed the act or omission itself.
2. Upon request of PIMCO, State Street will contract with other
Subcustodians reasonably acceptable to State Street for purposes
of (a) effecting third-party repurchase transactions with banks,
brokers, dealers, or other entities through the use of a common
custodian or subcustodian, or (b) providing depository and
clearing agency services with respect to certain variable rate
demand note securities, or (c) for other reasonable purposes
specified by PIMCO; provided, however, that State Street will be
responsible to PIMCO for any loss, damage or expense suffered or
incurred by a Fund resulting from the actions or omissions of any
such Subcustodian only to the same extent such Subcustodian is
responsible to State Street. PIMCO may review State Street's
contracts with such Subcustodians.
Q. Foreign Custody Manager.
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l. Definitions. Capitalized terms in this Section Q have the
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following 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; financial infrastructure (including financial
institutions such as any Mandatory Securities Depositories (but
not Eligible Foreign Custodians) operating in the country);
prevailing 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)(l) of Rule 17f-5, except that the term does not include
Mandatory Securities Depositories.
"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 in
amounts deemed by PIMCO to be reasonably necessary to effect the
Portfolios' transactions in such investments.
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"Foreign Custody Manager "or "FCM" has the meaning set forth in
Section (a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign securities
depository or clearing agency that, either as a legal or practical
matter, must be used if the manager of a Portfolio determines to place
Foreign Assets in a country outside the United States (i) because
required by law or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or clearing agency;
or (iii) because maintaining or effecting trades in securities outside
the foreign securities depository or clearing agency is not consistent
with prevailing or developing custodial or market practices.
2. Delegation to State Street as FCM. Each Fund, pursuant to resolution
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adopted by its Board of Trustees or Directors (each a "Board"), hereby
delegates to State Street, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section Q with respect to Foreign
Assets held outside the United States, and State Street hereby accepts
such delegation, as FCM of each Portfolio.
3. Countries Covered. The FCM is responsible for performing the delegated
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responsibilities defined below only with respect to the countries and
custody arrangements for each such country listed on Exhibit D hereto,
which may be amended from time to time by the FCM. The FCM will list
on Exhibit D the Eligible Foreign Custodians selected by the FCM to
maintain the assets of each Portfolio. Mandatory Securities
Depositories are listed on Exhibit E hereto, which Exhibit E may be
amended from time to time by the FCM. The FCM will provide amended
versions of Exhibits D and E in accordance with subsection 7 of this
Section Q.
Upon the receipt by the FCM of Instructions to open an account, or to
place or maintain Foreign Assets, in a country listed on Exhibit D,
and the fulfillment by PIMCO of the applicable account opening
requirements for such country, the FCM is deemed to have been
delegated by the applicable Board responsibility as FCM with respect
to that country and to have accepted such delegation. Following the
receipt of Instructions directing the FCM to close the account of a
Portfolio with the Eligible Foreign Custodian selected by the FCM in a
designated country, the delegation by the applicable Board to State
Street as FCM for that country is deemed to have been withdrawn and
State Street will immediately cease to be the FCM of the Portfolio
with respect to that country unless a substitute Eligible Foreign
Custodian is identified and added to Exhibit D.
The FCM may withdraw its acceptance of delegated responsibilities with
respect to a designated country upon written notice to PIMCO.
Commencing sixty (60) days (or such longer period as to which the
parties agree in writing)
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after receipt of any such notice by PIMCO, State Street will have no
further responsibility as FCM to a Portfolio with respect to the
country as to which State Street's acceptance of delegation is
withdrawn.
4. Scope of Delegated Responsibilities.
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a. Selection of Eligible Foreign Custodians. Subject to the
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provisions of this Section Q, the FCM may place and maintain the
Foreign Assets in the care of the Eligible Foreign Custodian
selected by the FCM in each country listed on Exhibit D, as
amended from time to time.
In performing its delegated responsibilities as FCM to place or
maintain Foreign Assets with an Eligible Foreign Custodian, the
FCM will 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, those set forth in Rule 17f-5(c)(1)(i) through
(iv).
b. Contracts With Eligible Foreign Custodians. The FCM will
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determine that the contract (or the rules or established
practices or procedures in the case of an Eligible Foreign
Custodian that is a foreign securities depository or clearing
agency) governing the foreign custody arrangements with each
Eligible Foreign Custodian selected by the FCM will provide
reasonable care for the Foreign Assets held by that Eligible
Foreign Custodian based on the standards applicable to custodians
in the particular country and referred to in the second paragraph
of Section 4.a. Each such contract will include the provisions
set forth in Rule I 7f-5(c)(2)(i)(A) through (F), or, in lieu of
any or all of the provisions set forth in said (A) through (F),
such other provisions that the FCM determines will provide, in
their entirety, the same or greater level of care and protection
for the Foreign Assets as the provisions set forth in said (A)
through (F) in their entirety.
c. Monitoring. In each case in which the FCM maintains Foreign
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Assets with an Eligible Foreign Custodian selected by the FCM,
the FCM will establish a system to monitor (a) the
appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian as provided in Section 4.a. and (b)
the contract governing the custody arrangements established by
the FCM with the Eligible Foreign Custodian as provided in
Section 4.b. In the event the FCM determines that the custody
arrangements with an Eligible Foreign Custodian it has selected
are no longer appropriate, the FCM will notify the applicable
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Board in accordance with subsection 7 of this Section Q.
5. Guidelines for the Exercise of Delegated Authority. For purposes of
--------------------------------------------------
this Section Q, the applicable Board will be solely responsible for
considering and determining to accept such Country Risk as is incurred
by placing and maintaining the Foreign Assets in each country for
which State Street is serving as FCM of a Portfolio, and the Board
will be solely responsible for monitoring on a continuing basis such
Country Risk to the extent that such Board considers necessary or
appropriate. PIMCO, on behalf of the Funds, and State Street each
expressly acknowledge that the FCM will not be delegated any
responsibilities under this Section Q with respect to Mandatory
Securities Depositories.
6. Standard of Care as FCM of a Portfolio. In performing the
--------------------------------------
responsibilities delegated to it, the FCM 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.
7. Reporting Requirements. The FCM will 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 applicable Board amended Exhibits D and E at the end
of the calendar quarter in which an amendment to either Exhibit has
occurred. The FCM will make written reports notifying the applicable
Board of any other material change in the foreign custody arrangements
of a Portfolio described in this Section Q promptly following after
the occurrence of the material change.
8. Representations with Respect to Rule 17f-5. The FCM represents to
------------------------------------------
PIMCO that it is a U.S. Bank as defined in Section (a)(7) of Rule
17f-5.
PIMCO, on behalf of each Fund, represents to State Street that the
applicable Board has determined that it is reasonable for such Board
to rely on State Street to perform the responsibilities delegated
pursuant to this Agreement to State Street as the FCM of each
Portfolio.
Each party represents that it will in good faith negotiate revised
terms for this Agreement to reflect future guidance from the SEC staff
or regulatory amendments affecting Rule 17f-5.
9. Effective Date and Termination of State Street as FCM. Each Board's
-----------------------------------------------------
delegation to State Street as FCM of a Portfolio will be effective as
of the effective date of the 1997 Amendments to Rule 17f-5 and will
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 thirty days after receipt by
the non-terminating party of such notice. The provisions of subsection
3 of this Section Q govern the delegation to and termination of State
Street as FCM of each Fund with respect to designated countries.
13
R. Accounts and Records. State Street will prepare and maintain, with the
--------------------
direction and as interpreted by PIMCO, a Fund's or a Portfolio's
accountants and/or other advisors, in complete, accurate and current
form all accounts and records: (1) required to be maintained by a Fund
with respect to portfolio transactions under Section 31(a) of the 1940
Act and the rules and regulations from time to time adopted
thereunder; (2) required to be maintained as a basis for calculation
of each Portfolio's net asset value; and (3) as otherwise agreed upon
by the parties. PIMCO will advise State Street in writing of all
applicable record retention requirements, other than those set forth
in the 1940 Act or the regulations thereunder. State Street will
preserve such accounts and records in the manner and for the periods
prescribed in the 1940 Act or the regulations thereunder or for such
longer period as is agreed upon by the parties. PIMCO will furnish, in
writing or its electronic or digital equivalent, accurate and timely
information needed by State Street to complete such accounts and
records, including Corporate Actions, when such information is not
readily available from generally accepted securities industry services
or publications.
S. Accounts and Records Property of Fund. State Street acknowledges that
-------------------------------------
all of the accounts and records maintained by State Street pursuant
hereto are the property of the applicable Fund, and will be made
available to the applicable Fund and PIMCO on behalf of such Fund for
inspection or reproduction within a reasonable period of time, upon
demand. State Street will assist any Fund's independent auditors, or
upon approval of PIMCO, or upon demand, any regulatory body, in any
requested review of such Fund's accounts and records but PIMCO will
reimburse State Street for all expenses and employee time invested in
any such review outside of routine and normal periodic reviews. Upon
receipt from PIMCO of the necessary information or instructions, State
Street will supply information from the books and records it maintains
for each Fund that such Fund needs for tax returns, questionnaires,
periodic reports to shareholders and such other reports and
information requests as PIMCO and State Street agree upon from time to
time.
T. Adoption of Procedures. State Street and PIMCO, on behalf of each
----------------------
Fund, hereby adopt the Funds Transfer Operating Guidelines attached
hereto as Exhibit B. State Street and PIMCO may from time to time
adopt such additional procedures as they agree upon, and State Street
may conclusively assume that no procedure approved or directed by
PIMCO, any Fund's or any Portfolio's accountants or other advisors
conflicts with or violates any requirements of the prospectus or
registration statement, articles of incorporation and bylaws or trust
instrument, any applicable law, rule or regulation, or any order,
decree or agreement by which the applicable Fund may be bound. PIMCO
will be responsible for notifying State Street of any changes in
statutes, regulations, rules, requirements or policies which may
impact State Street's performance of its responsibilities hereunder or
its related operational policies and procedures as they relate to the
Funds in a manner different from or in addition to requirements
applicable to investment companies registered under the 1940 Act in
general.
14
U. Calculation of Net Asset Value. PIMCO, on behalf of each Fund, will
------------------------------
give Instructions to State Street specifying the outside pricing
sources to be utilized as sources of Asset prices ("Pricing Sources").
In the event that PIMCO specifies Reuters America, Inc., it will enter
into the Agreement attached hereto as Exhibit C. State Street will
calculate each Portfolio's net asset value, in accordance with the
Portfolio's prospectus or registration statement. State Street will
price the Assets, including foreign currency holdings, of each
Portfolio for which market quotations are available from the Pricing
Sources; all other Assets will be priced in accordance with PIMCO's
Instructions.
V. Advances. The applicable Fund will cause each Portfolio to pay on
--------
demand any advance of cash or securities made by State Street or any
Subcustodian, in its sole discretion, for any purpose (including but
not limited to securities settlements, purchase or sale of foreign
exchange or foreign exchange contracts and assumed settlement) for the
benefit of any Portfolio. Any such cash advance will be subject to an
overdraft charge at the rate set forth in the then-current fee
schedule from the date advanced until the date repaid. As security for
each such advance, each Fund hereby separately grants State Street and
such Subcustodian a lien on and security interest in all of such
Fund's Portfolio's Assets at any time held for the account of the
applicable Portfolio, including without limitation all Assets acquired
with the amount advanced. Should the applicable Portfolio fail to
promptly repay the advance, the applicable Fund agrees that State
Street and such Subcustodian may utilize available cash and dispose of
such Portfolio's Assets pursuant to applicable law to the extent
necessary to obtain reimbursement of the amount advanced and any
related overdraft charges; provided, however, that prior to such
utilization and disposition, (i) State Street or Subcustodian has
given PIMCO 2 days' notice of the amount due and of its intent to so
utilize and dispose of custodied Assets; and (ii) the applicable
Portfolio shall not have satisfied the obligation. During such 2 day
notice period, PIMCO shall have the option to direct State Street or
such Subcustodian by written notice regarding which and in what
priority order custodied Assets are to be utilized and disposed of.
W. Exercise of Rights; Tender Offers. Upon receipt of Instructions, State
---------------------------------
Street will: (1) deliver warrants, puts, calls, rights or similar
securities to the issuer or trustee thereof, or to the agent of such
issuer or trustee, for the purpose of exercise or sale, provided that
the new Assets, if any, are to be delivered to State Street; and (2)
deposit securities upon invitations for tenders thereof, provided that
the consideration for such securities is to be paid or delivered to
State Street or the tendered securities are to be returned to State
Street.
X. Fund Shares.
-----------
l. PIMCO will deliver to State Street Instructions with respect to
the declaration and payment of any dividend or other distribution
on the shares of capital stock or beneficial interest, as the
case may be, of a Portfolio ("Fund Shares") by a Portfolio. On
the date specified in such Instruction, State Street will pay
15
out of the monies held for the account of the Portfolio, insofar
as it is available for such purposes, and credit to the account
of the Dividend Disbursing Agent for the Portfolio, the amount
specified in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a Portfolio,
PIMCO on behalf of such Portfolio or its agent will give State
Street Instructions regarding the aggregate dollar amount to be
paid for such shares. Upon receipt of such Instruction, State
Street will charge such aggregate dollar amount to the account of
the Portfolio and either deposit the same in the account
maintained for the purpose of paying for the repurchase or
redemption of Fund Shares or deliver the same in accordance with
such Instruction. State Street has no duty or responsibility to
determine that Fund Shares have been removed from the proper
shareholder accounts or that the proper number of Fund Shares
have been canceled and removed from the shareholder records.
3. Whenever Fund Shares are purchased from a Portfolio, PIMCO will
deposit or cause to be deposited with State Street the amount
received for such shares. State Street has no duty or
responsibility to determine that Fund Shares purchased from a
Portfolio have been added to the proper shareholder account or
that the proper number of such shares have been added to the
shareholder records.
4. INSTRUCTIONS.
------------
A. The term "Instructions", as used herein, means written (including
telecopied, telexed, or electronically transmitted) or oral
instructions which State Street reasonably believes were given by a
designated representative of PIMCO. PIMCO will deliver to State
Street, prior to delivery of any Assets to State Street and thereafter
from time to time as changes therein are necessary, written
Instructions naming one or more designated representatives to give
Instructions in the name and on behalf of each Fund, which
Instructions may be received and accepted by State Street as
conclusive evidence of the authority of any designated representative
to act for the applicable Fund and may be considered to be in full
force and effect until receipt by State Street of notice to the
contrary. Unless such written Instructions delegating authority to any
person to give Instructions specifically limit such authority to
specific matters or require that the approval of anyone else will
first have been obtained, State Street will be under no obligation to
inquire into the right of such person, acting alone, to give any
Instructions whatsoever. If PIMCO fails to provide State Street any
such Instructions naming designated representatives, any Instructions
received by State Street from a person reasonably believed to be an
appropriate representative of PIMCO will constitute valid and proper
Instructions hereunder. "Designated representatives" may include a
Fund's or a Portfolio's employees and agents, including investment
managers and their employees.
B. No later than the next business day immediately following each oral
Instruction,
16
PIMCO will send State Street written confirmation of such oral
Instruction. At State Street's sole discretion, State Street may
record on tape, or otherwise, any oral Instruction whether given in
person or via telephone, each such recording identifying the date and
the time of the beginning and ending of such oral Instruction.
C. PIMCO will provide, upon State Street's request, a certificate signed
by an officer or designated representative of PIMCO, as conclusive
proof of any fact or matter required to be ascertained from PIMCO
hereunder. PIMCO will also provide State Street Instructions with
respect to any matter concerning this Agreement requested by State
Street. If State Street reasonably believes that it could not
prudently act according to the Instructions, or the instruction or
advice of a Fund's or a Portfolio's accountants or counsel, it may in
its discretion, with notice to PIMCO and such Fund, not act according
to such Instructions.
5. LIMITATION OF LIABILITY OF STATE STREET.
---------------------------------------
A. State Street shall at all times use reasonable care and due diligence
and act in good faith in performing its duties under this Agreement.
PIMCO and each Fund is not responsible or liable for, and State Street
will indemnify and hold PIMCO and each Fund harmless from and against,
any and all costs, expenses, losses, damages, charges, counsel fees,
payments and liabilities which may be asserted against or incurred by
PIMCO or any Fund or for which PIMCO or any Fund may be held to be
liable, arising out of or attributable to State Street's failure to
comply with the terms of this Agreement or arising out of State
Street's (or its agents' or delegees') negligence, willful misconduct,
or bad faith.
B. State Street is not responsible or liable for, and PIMCO will
indemnify and hold State Street harmless from and against, any and all
costs, expenses, losses, damages, charges, counsel fees, payments and
liabilities which may be asserted against or incurred by State Street
or for which State Street may be held to be liable, arising out of or
attributable to:
1. State Street's action or omission to act pursuant hereto;
provided that State Street has acted or failed to act in good
faith and with due diligence and reasonable care; and provided
further, that neither party is liable to the other for
consequential, special, or punitive damages in any event.
2. State Street's payment of money as requested by PIMCO, or the
taking of any action which might make it or its nominee liable
for payment of monies or in any other way; provided, however,
that nothing herein obligates State Street to take any such
action or expend its own monies in its sole discretion.
3. State Street's action or omission to act hereunder in reasonable
reliance upon any Instructions, advice, notice, request, consent,
certificate or other instrument or paper appearing to it to be
genuine and to have been properly executed, including any
Instructions, communications, data or other
17
information received by State Street by means of the Systems, as
hereinafter defined, or any electronic system of communication.
4. State Street's action or omission to act in good faith reliance
on the advice or opinion of counsel for PIMCO or of its own
counsel with respect to questions or matters of law, which advice
or opinion may be obtained by State Street from counsel for PIMCO
at the expense of PIMCO or from State Street's counsel at its own
expense, or on the Instructions, advice or statements of any
officer or employee of PIMCO, or the applicable Fund's
accountants or other authorized individuals, and other persons
believed by it in good faith to be expert in matters upon which
they are consulted.
5. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or
for any Portfolio, or the legality of the purchase thereof
or of foreign currency positions, or evidence of ownership
required by PIMCO to be received by State Street, or the
propriety of the decision to purchase or the amount paid
therefor;
b. The legality of the sale of any securities or foreign
currency positions by or for any Portfolio, or the propriety
of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the
sufficiency of the amount to be received therefor, the
legality of the repurchase or redemption of any Fund Shares,
or the propriety of the amount to be paid therefor, or the
legality of the declaration of any dividend by either Fund,
or the legality of the issue of any Fund Shares in payment
of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information provided by
or on behalf of a Portfolio to State Street, including the
accuracy of the prices quoted by the Pricing Sources or for the
information supplied by PIMCO to price the Assets, or the failure
of PIMCO to provide, or provide in a timely manner, any accounts,
records, or information needed by State Street to perform
hereunder.
7. PIMCO's or any Fund's refusal or failure to comply with the terms
hereof (including without limitation PIMCO's or any Fund's
failure to pay or reimburse State Street under Section 5 or 6
hereof), PIMCO's or any Fund's negligence or willful misconduct,
or the failure of any representation or
18
warranty of PIMCO or any Fund hereunder to be and remain true and
correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used hereunder,
by PIMCO or by any person who acquires access to the Systems or
such other systems through the terminal device, passwords, access
instructions or other means of access to such Systems or such
other system which are utilized by, assigned to or otherwise made
exclusively available to PIMCO, except to the extent attributable
to any negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by State Street on behalf of a
Portfolio until actually received; provided, however, that State
Street will advise PIMCO promptly if it fails to receive any such
money in the ordinary course of business and will cooperate with
PIMCO toward the end that such money is received.
10. Except as provided in Section 3.P hereof, and subject to Section
5.B.1 hereof, loss occasioned by the acts, neglects, defaults or
insolvency of any broker, bank, trust company, or any other
person with whom State Street may deal.
11. The failure or delay in performance of its obligations hereunder,
or those of any entity for which it is responsible hereunder,
arising out of or caused, directly or indirectly, by
circumstances beyond the affected entity's reasonable control or
ability to take preemptive measures against, including, without
limitation: any interruption, loss or malfunction of any utility,
transportation, computer (hardware or software) or communication
service; inability to obtain labor, material, equipment or
transportation, or a delay in mails; governmental or exchange
action, statute, ordinance, rulings, regulations or direction;
war, strike, riot, emergency, civil disturbance, terrorism,
vandalism, explosions, labor disputes, freezes, floods, fires,
tornadoes, acts of God or public enemy, revolutions, or
insurrection.
6. COMPENSATION. In consideration for its services hereunder, State Street
------------
will be paid the compensation set forth in a separate fee schedule,
incorporated herein by this reference, to be agreed to by each Fund, PIMCO
and State Street from time to time, and reimbursement for State Street's
cash disbursements and reasonable out-of-pocket costs and expenses,
including attorney's fees, incurred by State Street in connection with the
performance of services hereunder, on demand. State Street, subject to
Section 10 hereof, may charge such compensation against monies held by it
for the accounts of the Portfolios following notice to PIMCO. State Street
will, subject to Section 10 hereof, be entitled to charge against any
monies held by it for the accounts of the Portfolios the amount of any
loss, damage, liability, advance, overdraft or expense for which it is
entitled to reimbursement from PIMCO. State Street will be entitled to
reimbursement by the applicable Fund or PIMCO for the losses, damages,
liabilities, advances, overdrafts and expenses of Subcustodians only to the
extent
19
that (a) State Street would have been entitled to reimbursement
hereunder if it had incurred the same itself directly, and (b) State
Street is obligated to reimburse the Subcustodian therefor. As between
the Funds and PIMCO, it is agreed that the compensation due State
Street hereunder shall be paid by PIMCO.
7. TERM AND TERMINATION. The initial term of this Agreement is for a
--------------------
period of one (1) year. Thereafter, PIMCO or State Street may
terminate the same by notice in writing, delivered or mailed, postage
prepaid, to the other party and received not less than sixty (60) days
prior to the date upon which such termination will take effect. Upon
termination hereof:
A. PIMCO will pay State Street its fees and compensation due
hereunder and its reimbursable disbursements, costs and expenses
paid or incurred to such date;
B. PIMCO will designate a successor investment accounting and
recordkeeping agent (which may be PIMCO or any Fund) by
Instruction to State Street;
C. PIMCO will designate a successor custodian by Instruction to
State Street. In the event no such Instruction has been delivered
to State Street on or before the date when such termination
becomes effective, then State Street may, at its option, (i)
choose as successor custodian a bank or trust company meeting the
qualifications for custodian set forth in the 1940 Act and having
not less than Two Million Dollars ($2,000,000) aggregate capital,
surplus and undivided profits, as shown by its last published
report, or (ii) apply to a court of competent jurisdiction for
the appointment of a successor or other proper relief, or take
any other lawful action under the circumstances; provided,
however, that PIMCO will reimburse State Street for its costs and
expenses, including reasonable attorney's fees, incurred in
connection therewith; and
D. State Street will, upon payment of all sums due to State Street
from PIMCO hereunder, deliver at State Street's office (i) all
accounts and records to the successor investment accounting and
recordkeeping agent or, if none, to PIMCO; and (ii) all Assets,
duly endorsed and in form for transfer, to the successor
custodian, or as specified by the court. State Street will
cooperate in effecting changes in book-entries at all
Depositories. Upon delivery to a successor or as specified by the
court, State Street will have no further obligations or
liabilities hereunder. Thereafter such successor will be the
successor hereunder and will be entitled to reasonable
compensation for its services.
In the event that accounts, records or Assets remain in the possession
of State Street after the date of termination hereof for any reason
other than State Street's failure to deliver the same, State Street is
entitled to compensation as provided in the then-current fee schedule
for its services during such period, and the provisions hereof
relating to the duties and obligations of State Street will remain in
full force and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed
-------
to PIMCO or either
20
Fund at the address set forth above, or at such other address as PIMCO
or such Fund may have designated to State Street in writing, will be
deemed to have been properly given to PIMCO or Fund hereunder.
Notices, requests, Instructions and other writings addressed to State
Street at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000,
Attention: Custody Department, or to such other address as it may have
designated to PIMCO and the Funds in writing, will be deemed to have
been properly given to State Street hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
----------------------------
A. If State Street provides PIMCO direct access to the computerized
investment portfolio custody, recordkeeping and accounting
systems used by State Street ("Systems") or if State Street and
PIMCO agree to utilize any electronic system of communication,
PIMCO agrees to implement and enforce appropriate security
policies and procedures to prevent unauthorized or improper
access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the
tapes, books, reference manuals, instructions, records, programs,
documentation and information of, and other materials relevant
to, the Systems and the business of State Street ("Confidential
Information"). PIMCO agrees that it will not voluntarily disclose
any such Confidential Information to any other person other than
its own employees who reasonably have a need to know such
information pursuant hereto. PIMCO will return all such
Confidential Information to State Street upon termination or
expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by
State Street from one or more third parties ("Licensors"), and
PIMCO acknowledges that State Street and Licensors have
proprietary rights in and to the Systems and all other State
Street or Licensor programs, code, techniques, know-how, data
bases, supporting documentation, data formats, and procedures,
including without limitation any changes or modifications made at
the request or expense or both of PIMCO (collectively, the
"Protected Information"). PIMCO acknowledges that the Protected
Information constitutes confidential material and trade secrets
of State Street and Licensors. PIMCO will preserve the
confidentiality of the Protected Information, and PIMCO hereby
acknowledges that any unauthorized use, misuse, disclosure or
taking of Protected Information, residing or existing internal or
external to a computer, computer system, or computer network, or
the knowing and unauthorized accessing or causing to be accessed
of any computer, computer system, or computer network, may be
subject to civil liabilities and criminal penalties under
applicable law. PIMCO will so inform employees and agents who
have access to the Protected Information or to any computer
equipment capable of accessing the same. Licensors are intended
to be and are third party beneficiaries of PIMCO's obligations
and undertakings contained in this Section.
D. PIMCO hereby represents and warrants to State Street that it has
determined to its satisfaction that the Systems are appropriate
and suitable for its use. THE
21
SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State
Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY
STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY ANT) FITNESS FOR A PARTICULAR
PURPOSE.
E. State Street agrees to defend any claim or action brought against
PIMCO or any Fund on the issue of infringement of any United
States patent, copyright, trade secret or trademark by the
Systems as used within the scope of this Agreement, and to
indemnify PIMCO and each Fund against all damages and costs,
subject to the provisions of Section 5 hereof, which may be
assessed against them under any such claim or action.
10. MULTIPLE PORTFOLIOS. If a Fund is comprised of more than one
-------------------
Portfolio:
A. Each Portfolio will be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the
context otherwise requires, with respect to every transaction
covered hereby, every reference herein to a Portfolio is deemed
to relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances will the rights,
obligations or remedies with respect to a particular Portfolio
constitute a right, obligation or remedy applicable to any other
Portfolio. The use of this single document to memorialize the
separate agreement of each Portfolio is understood to be for
clerical convenience only and will not constitute any basis for
joining the Portfolios for any reason.
B. PIMCO may appoint State Street as its custodian and investment
accounting and recordkeeping agent for additional Portfolios from
time to time by written notice, provided that State Street
consents to such addition. Rates or charges for each additional
Portfolio will be as agreed upon by State Street and PIMCO in
writing.
11. MISCELLANEOUS.
-------------
A. This Agreement will be construed according to, and the rights and
liabilities of the parties hereto will be governed by, the laws
of the Commonwealth of Massachusetts without reference to the
choice of laws principles thereof.
B. All terms and provisions hereof will be binding upon, inure to
the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 9 hereof are intended to
and will continue after and survive the expiration, termination
or cancellation hereof.
D. No provisions hereof may be amended or modified in any manner
except by a written agreement properly authorized and executed by
each party hereto.
22
E. The failure of any party to insist upon the performance of any
terms or conditions hereof or to enforce any rights resulting
from any breach of any of the terms or conditions hereof,
including the payment of damages, will not be construed as a
continuing or permanent waiver of any such terms, conditions,
rights or privileges, but the same will continue and remain in
full force and effect as if no such forbearance or waiver had
occurred. No waiver, release or discharge of any party's rights
hereunder will be effective unless contained in a written
instrument signed by the party sought to be charged.
F. The captions herein are included for convenience of reference
only, and in no way define or limit any of the provisions hereof
or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts, each
of which is deemed an original but all of which together
constitute one and the same instrument.
H. If any provision hereof is determined to be invalid, illegal, in
conflict with any law or otherwise unenforceable, the remaining
provisions hereof will be considered severable and will not be
affected thereby, and every remaining provision hereof will
remain in full force and effect and will remain enforceable to
the fullest extent permitted by applicable law.
I. This Agreement may not be assigned by either party hereto without
the prior written consent of the other party.
J. Neither the execution nor performance hereof will be deemed to
create a partnership or joint venture by and between State
Street, PIMCO and/or any Fund or any Portfolio.
K. Except as specifically provided herein, this Agreement does not
in any way affect any other agreements entered into among the
parties hereto and any actions taken or omitted by any party
hereunder will not affect any rights or obligations of the other
parties hereunder.
L. If a Fund is a Trust, notice is hereby given that this Agreement
has been executed on behalf of such Fund by the undersigned duly
authorized representative of such Fund in his/her capacity as
such and not individually; and that the obligations of this
Agreement are binding only upon the assets and property of such
Fund and not upon any trustee, officer of shareholder of such
Fund individually.
23
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
STATE STREET BANK AND TRUST PACIFIC INVESTMENT
COMPANY MANAGEMENT COMPANY a Delaware
partnership
By: By:
------------------------------- -----------------------------
Title: Title:
---------------------------- --------------------------
PIMCO FUNDS:
MULTI-MANAGER SERIES
By:
----------------------------
Title:
-------------------------
PIMCO FUNDS:
PACIFIC INVESTMENT
MANAGEMENT SERIES
By:
----------------------------
Title:
-------------------------
EXHIBIT A - INCOME AVAILABILITY SCHEDULE
Foreign -- Income will be credited contractually on pay day in the markets
noted with Contractual Income Policy. The markets noted with Actual income
policy will be credited income when it is received.
Market Income Policy Market Income Policy Market Income Policy
------------------------------------------------------------------------------------------------------------------------------------
Argentina Actual Hong Kong Contractual Poland Actual
Australia Contractual Hungary Actual Portugal Contractual
Austria Contractual India Actual Russia Actual
Bahrain Actual Indonesia Actual Singapore Contractual
Bangladesh Actual Ireland Actual Slovak Republic Actual
Belgium Contractual Israel Actual South Africa Actual
Bermuda Actual Italy Contractual South Korea Actual
*Bolivia Actual Ivory Coast Actual Spain Contractual
Botswana Actual *Jamaica Actual Sri Lanka Actual
Brazil Actual Japan Contractual Swaziland Actual
Cananda Contractual Jordan Actual Sweden Contractual
Chile Actual Kenya Actual Switzerland Contractual
China Actual Lebanon Actual Taiwan Actual
Colombia Actual Luxembourg Actual Thailand Actual
Cyprus Actual Malaysia Actual *Trinidad & Actual
Tobago
Czech Republic Actual Mauritius Actual *Tunisia Actual
Denmark Contractual Mexico Actual Turkey Actual
Ecuador Actual Morocco Actual United Kingdom Contractual
Egypt Actual Namibia Actual United States Contractual
**Euroclear Contractual/ Netherlands Contractual Uruguay Actual
Actual
Euro CDs Actual New Zealand Contractual Venezuela Actual
Finland Contractual Norway Contractual Zambia Actual
France Contractual Oman Actual Zimbabwe Actual
Germany Contractual Pakistan Actual
Ghana Actual Peru Actual
Greece Actual Phillipines Actual
------------------------------------------------------------------------------------------------------------------------------------
* Market is not 17F-5 eligible
** For Euroclear, contractual income paid only in markets listed with
Income Policy of Xxxxxxxxxxx.
00
Xxxxxx Xxxxxx--
Income Type DTC FED PTC Physical
--------------------------------------------------------------------------------
Dividends Contractual N/A N/A Actual
--------------------------------------------------------------------------------
Fixed Rate Interest Contractual Contractual N/A Actual
--------------------------------------------------------------------------------
Variable Rate Interest Contractual Contractual N/A Actual
--------------------------------------------------------------------------------
GNMA I N/A N/A Contractual PD+1 N/A
--------------------------------------------------------------------------------
GNMA II N/A N/A Contractual PD*** N/A
--------------------------------------------------------------------------------
Mortgages Actual Contractual Contractual Actual
--------------------------------------------------------------------------------
Maturities Actual Contractual N/A Actual
--------------------------------------------------------------------------------
Exceptions to the above Contractual Income Policy include securities that are:
. Involved in a trade whose settlement either failed, or is pending over
the record date, (excluding the United States);
. On loan under a self directed securities lending program other than
State Street's own vendor lending program;
. Known to be in a condition of default, or suspected to present a risk
of default or payment delay;
. In the asset categories, without limitation, of Private Placements,
Derivatives, Options, Futures, CMOS, and Zero Coupon Bonds.
. Securities whose amount of income and redemption cannot be calculated
in advance of payable date, or determined in advance of actual
collection, examples include ADRs;
. Payments received as the result of a corporate action, not
limited to, bond calls, mandatory or optional puts, and tender offers.
*** For GNMA II securities, if the 19th day of the month is a business day,
Payable/Distribution Date is the next business day. If the 19th is not a
business day, but the 20th is a business day, Payable/Distribution date is the
first business day after the 20th. If both the 19th and 20th are not business
days, Payable/Distribution will be the next business day thereafter.
26
EXHIBIT B -- FUNDS TRANSFER OPERATING GUIDELINES
l. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit Fund's
("Client's") account(s) upon the receipt of a payment order in compliance with
any of the Security Procedures chosen by the Client, from those offered on the
attached selection form (and any updated selection forms hereafter executed by
the Client), for funds transfers and in the amount of money that State Street
has been instructed to transfer. State Street is hereby instructed to accept
funds transfer instructions only via the delivery methods and Security
Procedures indicated on the attached selection form (and any update executed by
the Client). 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. State Street shall
execute payment orders in compliance with the selected Security Procedures and
with the Client's/Investment Manager'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.
State Street will use reasonable efforts to execute on the execution date
payment orders received after the customary deadline, but if it is unable to
execute any such payment order on the execution date, such payment order will be
deemed to have been received on the next business day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by State
Street. The Client shall restrict access to confidential information relating to
the Security Procedures 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 selected Security
Procedures.
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 applicable volume, aggregate dollar,
network, time, credit or similar limits upon wire transfers; or (c) if State
Street, in good faith, is unable to satisfy itself that the transaction has been
properly authorized.
27
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 selected Security Procedures provided that such requests are
received in sufficient time to afford State Street a reasonable opportunity to
act prior to executing the payment order. However, State Street assumes no
liability if the request for amendment or cancellation cannot be satisfied by
State Street's reasonable efforts.
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 selected
Security Procedures. The Security Procedures are 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 (including but not limited to failure to execute
a payment order) shall State Street be liable for special, indirect or
consequential damages, even if advised of the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When
the 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 Mid-America Payment Exchange or other similar body, State Street or its
agent will act as an Originating Depository Financial Institution and/or
Receiving Depository Financial Institution, as the case may be, with respect to
such entries. Credits given with respect to an ACH credit entry are provisional
until final settlement for such entry is received from the Federal Reserve Bank.
If such final settlement is not received, the Client agrees to promptly refund
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. CONFIRMATIONS: Confirmation of State Street's execution of payment orders
shall ordinarily be provided within 24 hours. Notice may be delivered through
State Street's account statements, advices, information systems, or by facsimile
or callback. The Client must report any objections to the execution of a
payment order within 30 days.
10. MISCELLANEOUS: State Street may use the Federal Reserve System Fedwire to
execute payment orders, and any payment order carried in whole or in part
through Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. State Street and the Client agree to cooperate to attempt to
recover any funds erroneously paid to wrong 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.
28
SECURITY PROCEDURES SELECTION FORM
Please select one or more of the funds transfer security procedures indicated
below.
[X] SWIFT SWIFT (Society for Worldwide Interbank Financial Telecormmunication)
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 mamagement 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.
Selection of this security procedure would be most appropriate for existing
SWIFT members.
[X] REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered via
Computer-to-Computer (CPU-CPU) data commnunications between the Client
and/or its agent and State Street and/or its agent. Security procedures
include encryption and/or the use of a test key by those individuals
authorized as Automated Batch Verifiers or a callback procedure to those
individuals. Clients selecting this option should have an existing facility
for completing CPU-CPU transmissions. This delivery mechanism is typically
used for high-volume business such as shareholder redemptions and dividend
payments.
[X] TELEPHONE CONFIRMATION (CALL BACK) 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 of the payment order, 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.
[_] TEST KEY Test Key confirmation will be used to verify all non-repetitive
funds transfer instructions received via facsimile or phone. State Street
will provide test keys if this option is chosen. State Street will verify
that the instruction contains the signature of an authorized person and
prior to execution of the payment order, will authenticate the test key
provided with the corresponding test key at State Street. Selection of this
alternative is appropriate for Clients who do not have the capability to
use other security procedures.
[X] REPETITIVE WIRES For situations where funds are transferred periodically
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
$10 million limit. If the payment order exceeds the $10 million limit, the
instruction will be confirmed by telephone or test key prior to execution.
Repetitive wire instructions must be reconfirmed annually. Clients may
establish Repetitive Wires by following the agreed upon security procedures
for as described by Telephone Confirmation (Call Back) or Test Key. This
alternative is recommended whenever funds are frequently transferred
between the same two accounts.
29
[X] STANDING INSTRUCTIONS Funds are transferred by State Street to a counter
party on the Client's established list of authorized counter parties. Only
the date and the dollar amount are variable. Clients may establish Standby
Instructions by following the agreed upon security procedures for
Non-Repetitive Wire Transfers as described by Telephone Confirmation (Call
Back) or Test Key. This option is used for transactions that include but
are not limited to Foreign Exchange Contracts, Time Deposits and Tri-Party
Repurchase Agreements.
[_] AUTOMATED CLEARING HOUSE (ACH) State Street or its agent receives an
automated transmission 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. The transmission is sent from the Client's or its agent's
system to State Street's or its agent's system with encryption.
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
Xxxx X. Xxxxxxxx Xxxx Xxxxxxx
----------------------------------- -----------------------------------
Name Name
----------------------------------- -----------------------------------
Address Address
----------------------------------- -----------------------------------
City/State/Zip Code City/State/Zip Code
(000) 000-0000 (000) 000-0000
----------------------------------- -----------------------------------
Telephone Number Telephone Number
-----------------------------------
Facsimile Number
-----------------------------------
SWIFT Number
30
EXHIBIT C--REUTERS DATA SERVICE AGREEMENT
The undersigned acknowledges and agrees that some of the data being provided in
the service by State Street to either Fund contains information supplied to
State Street by Reuters America Inc. ("Reuters") (the "Data"). Such Fund
agrees that:
(i) although Reuters makes every effort to ensure the accuracy and
reliability of the Data, the Fund acknowledges that Reuters, its
employees, agents, contractors, subcontractors, contributors and
third party providers will not be liable for any loss, cost or
damage suffered or incurred by the Fund arising out of any fault,
interruption or delays in the Data or out of any inaccuracies,
errors or omissions in the Data however such faults, interruptions,
delays, inaccuracies, errors or omissions arise, unless due to the
gross negligence or willful misconduct of Reuters;
(ii) it will not transfer, transmit, recirculate by digital or analogue
means, republish or resell all or part of the Data; and
(iii) certain parts of the Data are proprietary and unique to Reuters.
The undersigned further agrees that the benefit of this clause will inure to the
benefit of Reuters.
PACIFIC INVESTMENT MANAGEMENT COMPANY
By:
--------------------------------
Title:
-----------------------------
Date:
------------------------------
PIMCO FUNDS:
MULTI-MANAGER SERIES
By:
--------------------------------
Title:
-----------------------------
Date:
------------------------------
PIMCO FUNDS:
PACIFIC INVESTMENT MANAGEMENT SERIES
By:
--------------------------------
Title:
-----------------------------
Date:
------------------------------
31
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Argentina Citibank, N.A.
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain The British Bank of the Middle East (as delegate of the --
Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. --
People's The Hongkong and Shanghai Banking Corporation --
Republic of Limited, Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --
Costa Rica Banco BCT S.A. --
Croatia Privredana Banka Zagreb d.d --
Cyprus Barclays Bank Plc. Cyprus Offshore Banking Unit --
Czech Ceskoslovenska Obchodni Banks, A.S. --
Republic
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Xxxxxx Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece,
System for Monitoring
Transactions in Securities
in Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Ltd. --
India Deutsche Bank AG; The Hongkong and Shanghai --
Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques en Cote d'Ivoire --
Jamaica Scotiabank Jamaica Trust and Merchant Bank, --
Ltd.
Japan The Daiwa Bank, Limited; The Japan Securities
Fuji Bank Limited Depository
33
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Jordan British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of The Hongkong and Shanghai Banking --
Korea Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad --
Mauritius The Hongkong and Shanghai Banking Corporation Limited --
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse --
Oman The British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
34
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Poland Citibank (Poland) S.A. --
Bank Polska Kasa Opieki S.A.
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, AO, Moscow --
(as delegate of Credit Suisse First Boston, Zurich)
Singapore The Development Bank of Singapore Ltd. --
Slovak Ceskoslovenska Obchodna Banka A.S. --
Republic
Slovenia Banka Austria d.d. --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited --
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AS --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A.; Ottoman Bank --
Ukraine ING Bank, Ukraine --
35
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSlTORIES
Country Subcustodian Optional Depositories
United State Street Bank and Trust Company, --
Kingdom London Branch
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street London Limited --
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited --
INTERSETTLE (for EASDAQ Securities)
36
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which
use is mandatory as a matter of law or effectively
mandatory as a matter of market practice)
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited;
-Reserve Bank Information and Transfer System
Austria -Oesterreichische Kontrollbank AG
(Wertpapiersanimelbank Division)
Belgium -Caisse Interprofessionnelle de Depot et de Virement
de Titres S.A.;
-Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidacao e
-Custodia (CBLC)
-Bolsa de Valores de Rio de Janeiro
- All SSB clients presently use CBLC
-Central de Custodia e de Liquidacao Financeira de
Titulos
Bulgaria -Central Depository AD
-Bulgarian National Bank
Canada -The Canadian Depository for Securities Limited
People's Republic -Shanghai Securities Central Clearing and
of China Registration Corporation;
-Shenzhen Securities Central Clearing Co., Ltd.
Costa Rica -Central de Valores S.A. (CEVAL)
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic --Stredisko cennych paplru;
-Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central
Depository
Estonia -Eesli Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation
des Valeurs Mobilieres (SICOVAM)
37
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (includes entities for which use is mandatory
as a matter of law or effectively mandatory as a matter of market
practice)
Germany -The Deutscher Borse Clearing AG
Greece -The Central Securities Depository (Apothetirion Titlon AE)
Hong Kong -The Central Clearing and Settlement System;
-Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest)
Ltd.(KELER) [Mandatory for Gov't Bonds only; SSB does
not use for other securities]
India -The National Securities Depository Limited
Indonesia -Bank Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Jamaica -The Jamaican Central Securities Depository
Japan -Bank of Japan Net System
Kenya -Central Bank of Kenya
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
(MIDCLEAR) X.X.X.; - The Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -The Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysis, Scripless Securities Trading and Safekeeping
Systems
Mauritius -The Central Depository & Settlement Co. Ltd.
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is mandatory
as a matter of law or effectively mandatory as a matter of market
practice)
Mexico -S.D. INDEVAL, S.A. de C.V.(Institulo para el Deposito de Valores);
Morocco -Maroclear
The Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (NECIGEF)
-De Nederlandsche Bank N.V.
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of Securities)
Oman -Muscat Securities Market
Pakistan -Central Depository Company of Pakistan Limited
Peru -Caja de Valores y Liquidaciones S.A. (CAVALI)
Philippines -The Philippines Central Depository Inc.
-The Registry of Scripless Securities (XXXX) of the Bureau of the
Treasury
Poland -The National Depository of Securities (Krajowy Depozyt Papierow
Wartos'ciowych);
-Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and Depository Co.;
-Bucharest Stock Exchange Registry Division;
Singapore -The Central Depository (Pte)Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna Xxxxxx x.x.
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
39
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is mandatory
as a matter of law or effectively mandatory as a matter of market practice)
Sri Lanka -Central Depository System (Pvt) Limited
Sweden -Vardepapperscentralen AB (the Swedish Central Securities Depository)
Switzerland -Schweizerische Effekten - Giro AG;
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de Compensation et de Depot
de Valeurs Mobilieres
-Central Bank of Tunisia,
-Tunisian Treasury
Turkey -Takas ye Saklama Bankasi A.S. (TAKASBANK)
-Central Bank of Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office; The Central
Moneymarkets Office
Uruguay -Centra1 Bank of Uruguay
Venezuela -Central Bank of Venezuela
Zambia -Lusaka Central Depository Limited
-Bank of Zambia
40
