CUSTODIAN AGREEMENT
AGREEMENT made as of the 3rd day of May, 1991, as amended July 13, 1992,
between each of the Xxxxxx Funds listed in Schedule A, each of such Funds
acting on its own behalf separately from all the other Funds and not
jointly or jointly and severally with any of the other Funds (each of the
Funds being hereinafter referred to as the "Fund"), and Xxxxxx Fiduciary
Trust Company (the "Custodian").
WHEREAS, the Custodian represents to the Fund that it is eligible to serve
as a custodian for a management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and
WHEREAS, the Fund wishes to appoint the Custodian as the Fund's custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Appointment of Custodian. The Fund hereby employs and appoints the
Custodian as custodian of its assets for the term and subject to the
provisions of this Agreement. At the direction of the Custodian, the Fund
agrees to deliver to the Sub-Custodians appointed pursuant to Section 2
below (the "Sub-Custodians") securities, funds and other property owned by
it. The Custodian shall have no responsibility or liability for or on
account of securities, funds or other property not so delivered to the
Sub-Custodians. Upon request, the Fund shall deliver to the Custodian or
to such Sub-Custodians as the Custodian may direct such proxies, powers of
attorney or other instruments as may be reasonably necessary or desirable
in connection with the performance by the Custodian or any Sub-Custodian of
their respective obligations under this Agreement or any applicable
Sub-Custodian Agreement.
2. Appointment of Sub-Custodians. The Custodian may at any time and
from time to time appoint, at its own cost and expense, as a Sub-Custodian
for the Fund any bank or trust company which meets the requirements of the
1940 Act and the rules and regulations thereunder to act as a custodian,
provided that the Fund shall have approved in writing any such bank or
trust company and the Custodian gives prompt written notice to the Fund of
any such appointment. The agreement between the Custodian and any
Sub-Custodian shall be substantially in the form of the Sub-Custodian
agreement attached hereto as Exhibit 1 (the "Sub-Custodian Agreement")
unless otherwise approved by the Fund, provided, however, that the
agreement between the Custodian and any Sub-Custodian appointed primarily
for the purpose of holding foreign securities of the Fund shall be
substantially in the form of the Sub-Custodian Agreement attached hereto as
Exhibit 1(A) (the "Foreign Sub-Custodian Agreement"; the "Sub-Custodian
Agreement" and the "Foreign Sub-Custodian Agreement" are herein referred to
collectively and each individually as the "Sub-Custodian Agreement"). All
Sub-Custodians shall be subject to the instructions of the Custodian and
not the Fund. The Custodian may, at any time in its discretion, remove any
bank or trust company which has been appointed as a Sub-Custodian but shall
in such case promptly notify the Fund in writing of any such action.
Securities, funds and other property of the Fund delivered pursuant to this
Agreement shall be held exclusively by Sub-Custodians appointed pursuant to
the provisions of this Section 2.
The Sub-Custodians which the Fund has approved to date are set forth in
Schedule B hereto. Schedule B shall be amended from time to time as
Sub-Custodians are changed, added or deleted. The Fund shall be responsible
for informing the Custodian sufficiently in advance of a proposed
investment which is to be held at a location not listed on Schedule B, in
order that there shall be sufficient time for the Custodian to put the
appropriate arrangements in place with such Sub-Custodian pursuant to such
Sub-Custodian Agreement.
With respect to the securities, funds or other property held by a
Sub-Custodian, the Custodian shall be liable to the Fund if and only to the
extent that such Sub-Custodian is liable to the Custodian. The Custodian
shall nevertheless be liable to the Fund for its own negligence in
transmitting any instructions received by it from the Fund and for its own
negligence in connection with the delivery of any securities, funds or
other property of the Fund to any such Sub-Custodian.
In the event that any Sub-Custodian appointed pursuant to the provisions of
this Section 2 fails to perform any of its obligations under the terms and
conditions of the applicable Sub-Custodian Agreement, the Custodian shall
use its best efforts to cause such Sub-Custodian to perform such
obligations. In the event that the Custodian is unable to cause such
Sub-Custodian to perform fully its obligations thereunder, the Custodian
shall forthwith terminate such Sub-Custodian and, if necessary or
desirable, appoint another Sub-Custodian in accordance with the provisions
of this Section 2. The Custodian may with the approval of the Fund
commence any legal or equitable action which it believes is necessary or
appropriate in connection with the failure by a Sub-Custodian to perform
its obligations under the applicable Sub-Custodian Agreement. Provided the
Custodian shall not have been negligent with respect to any such matter,
such action shall be at the expense of the Fund. The Custodian shall keep
the Fund fully informed regarding such action and the Fund may at any time
upon notice to the Custodian elect to take responsibility for prosecuting
such action. In such event the Fund shall have the right to enforce and
shall be subrogated to the Custodian's rights against any such
Sub-Custodian for loss or damage caused the Fund by such Sub-Custodian.
At the written request of the Fund, the Custodian will terminate any
Sub-Custodian appointed pursuant to the provisions of this Section 2 in
accordance with the termination provisions of the applicable Sub-Custodian
Agreement. The Custodian will not amend any Sub-Custodian Agreement in any
material manner except upon the prior written approval of the Fund and
shall in any case give prompt written notice to the Fund of any amendment
to the Sub-Custodian Agreement.
3. Duties of the Custodian with Respect to Property of the Fund Held by
Sub-Custodians.
3.1 Holding Securities - The Custodian shall cause one or more
Sub-Custodians to hold and, by book-entry or otherwise, identify as
belonging to the Fund all non-cash property delivered to such
Sub-Custodian.
3.2 Delivery of Securities - The Custodian shall cause Sub-Custodians
holding securities of the Fund to release and deliver securities owned by
the Fund held by the Sub-Custodian or in a Securities System account of the
Sub-Custodian only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in
the following cases:
3.2.1 Upon sale of such securities for the account of the Fund and
receipt of payment therefor; provided, however, that a Sub-Custodian may
release and deliver securities prior to the receipt of payment therefor if
(i) in the Sub-Custodian's judgment, (A) release and delivery prior to
payment is required by the terms of the instrument evidencing the security
or (B) release and delivery prior to payment is the prevailing method of
settling securities transactions between institutional investors in the
applicable market and (ii) release and delivery prior to payment is in
accordance with generally accepted trade practice and with any pplicable
governmental regulations and the rules of Securities Systems or other
securities depositories and clearing agencies in the applicable market.
The Custodian agrees, upon request, to advise the Fund of all pending
transactions in which release and delivery will be made prior to the
receipt of payment therefor;
3.2.2 Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3.2.3 In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 3.12 hereof;
3.2.4 To the depository agent in connection with tender or other similar
offers for portfolio securities of the Fund; provided that, in any such
case, the cash or other consideration is thereafter to be delivered to the
Sub-Custodian;
3.2.5 To the issuer thereof or its agent, when such securities are
called, redeemed, retired or otherwise become payable; provided that, in
any such case, the cash or other consideration is to be delivered to the
Sub-Custodian;
3.2.6 To the issuer thereof, or its agent for transfer into the name of
the Fund or into the name of any nominee or nominees of the Sub-Custodian
or into the name or nominee name of any agent appointed pursuant to Section
3.11 or any other name permitted pursuant to Section 3.3; or for exchange
for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units; provided
that, in any such case, the new securities are to be delivered to the
Sub-Custodian;
3.2.7 Upon the sale of such securities for the account of the Fund, to
the broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such case,
the Sub-Custodian shall have no responsibility or liability for any loss
arising from the delivery of such securities prior to receiving payment for
such securities except as may arise from the Sub-Custodian's own negligence
or willful misconduct;
3.2.8 For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and cash, if
any, are to be delivered to the Sub-Custodian;
3.2.9 In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Sub-Custodian;
3.2.10 For delivery in connection with any loans of securities made by
the Fund, but only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund, which may be in the form
of cash or obligations issued by the United States government, its agencies
or instrumentalities; except that in connection with any loan of securities
held in a Securities System for which collateral is to credited to the
Sub-Custodian's account in another Securities System, the Sub-Custodian
will not be held liable or responsible for delivery of the securities prior
to the receipt of such collateral.
3.2.11 For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against receipt of
amounts borrowed;
3.2.12 Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to the
shareholders of the Fund in connection with distributions in kind, as may
be described from time to time in the Fund's Declaration of Trust and
currently effective registration statement, if any, in satisfaction of
requests by Fund shareholders for repurchase or redemption;
3.2.13 For delivery to another Sub-Custodian of the Fund; and
3.2.14 For any other proper corporate purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a resolution of the
Trustees or of the Executive Committee of the Fund signed by an officer of
the Fund and certified by its Clerk or an Assistant Clerk, specifying the
securities to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purposes to be proper corporate
purposes, and naming the person or persons to whom delivery of such
securities shall be made.
3.3 Registration of Securities. Securities of the Fund held by the
Sub-Custodians hereunder (other than bearer securities) shall be registered
in the name of the Fund or in the name of any nominee of the Fund or of any
nominee of the Sub-Custodians or any 17f-5 Sub-Custodian or Foreign
Depository (as each of those terms is defined in the Foreign Sub-Custodian
Agreement, which nominee shall be assigned exclusively to the Fund, unless
the Fund has authorized in writing the appointment of a nominee to be used
in common with other registered investment companies having the same
investment adviser as the Fund, or in the name or nominee name of any agent
appointed pursuant to Section 3.12. Notwithstanding the foregoing, a
Sub-Custodian, agent, 17f-5 Sub-Custodian or Foreign Depository may hold
securities of the Fund in a nominee name which is used for its other
clients provided that such name is not used by the Sub-Custodian, agent,
17f-5 Sub-Custodian or Foreign Depository for its own securities and that
securities of the Fund are, by book-entry or otherwise, at all times
identified as belonging to the Fund and distinguished from other securities
held for other clients using the same nominee name. In addition, and
notwithstanding the foregoing, a Sub-Custodian or agent thereof or 17f-5
Sub-Custodian or Foreign Depository may hold securities of the Fund in its
own name if such registration is the prevailing method in the applicable
market by which custodians register securities of institutional clients and
provided that securities of the Fund are, by book-entry or otherwise, at
all times identified as belonging to the Fund and distinguished from other
securities held for other clients or for the Sub-Custodian or agent thereof
or 17f-5 Sub-Custodian or Foreign Depository. All securities accepted by a
Sub-Custodian under the terms of a Sub-Custodian Agreement shall be in good
delivery form.
3.4 Bank Accounts. The Custodian shall cause one or more Sub-Custodians
to open and maintain a separate bank account or accounts in the name of the
Fund or the Custodian, subject only to draft or order by the Sub-Custodian
acting pursuant to the terms of a Sub-Custodian Contract or by the
Custodian acting pursuant to this Agreement, and shall hold in such account
or accounts, subject to the provisions hereof, all cash received by it from
or for the account of the Fund, other than cash maintained by the Fund in a
bank account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940. Funds held by the Sub-Custodian for the
Fund may be deposited by it to its credit as sub-custodian or to the
Custodian's credit as custodian in the Banking Department of the
Sub-Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; provided, however, that every such
bank or trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust company and
the funds to be deposited with each such bank or trust company shall be
approved by vote of a majority of the Trustees of the Fund. Such funds
shall be deposited by the Sub-Custodian or the Custodian in its capacity as
sub-custodian or custodian, respectively, and shall be withdrawable by the
Sub-Custodian or the Custodian only in that capacity. The Sub-Custodian
shall be liable for actual losses incurred by the Fund attributable to any
failure on the part of the Sub-Custodian to report accurate cash
availability information with respect to the Fund's or the Custodian's bank
accounts maintained by the Sub-Custodian or any of its agents.
3.5 Payments for Shares. The Custodian shall cause one or more
Sub-Custodians to deposit into the Fund's account amounts received from the
Transfer Agent of the Fund for shares of the Fund issued by the Fund and
sold by its distributor. The Custodian will provide timely notification to
the Fund of any receipt by the Sub-Custodian from the Transfer Agent of
payments for shares of the Fund.
3.6 Availability of Federal Funds. Upon mutual agreement between the
Fund and the Custodian, the Custodian shall cause one or more
Sub-Custodians, upon the receipt of Proper Instructions, to make federal
funds available to the Fund as of specified times agreed upon from time to
time by the Fund and the Custodian with respect to amounts received by the
Sub-Custodians for the purchase of shares of the Fund.
3.7 Collection of Income. The Custodian shall cause one or more
Sub-Custodians to collect on a timely basis all income and other payments
with respect to registered securities held hereunder, including securities
held in a Securities System, to which the Fund shall be entitled either by
law or pursuant to custom in the securities business, and shall collect on
a timely basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such securities are
held by the Sub-Custodian or agent thereof and shall credit such income, as
collected, to the Fund's account. Without limiting the generality of the
foregoing, the Custodian shall cause the Sub-Custodian to detach and
present for payment all coupons and other income items requiring
presentation as and when they become due and shall collect interest when
due on securities held under the applicable Sub-Custodian Agreement.
Arranging for the collection of income due the Fund on securities loaned
pursuant to the provisions of Section 3.2.10 shall be the responsibility of
the Fund. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or data as
may be necessary to assist the Fund in arranging for the timely delivery to
the Sub-Custodian of the income to which the Fund is properly entitled.
3.8 Payment of Fund Monies. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the parties, the
Custodian shall cause one or more Sub-Custodians to pay out monies of the
Fund in the following cases only:
3.8.1 Upon the purchase of securities for the account of the Fund but
only (a) against the delivery of such securities to the Sub-Custodian (or
any bank, banking firm or trust company doing business in the United States
or abroad which is qualified under the Investment Company Act of 1940, as
amended, to act as a custodian and has been designated by the Sub-Custodian
as its agent for this purpose) or any 17f-5 Sub-Custodian or any Foreign
Depository registered in the name of the Fund or in the name of a nominee
of the Sub-Custodian referred to in Section 3.3 hereof or in proper form
for transfer; provided, however, that the Sub-Custodian may cause monies of
the Fund to be paid out prior to delivery of such securities if (i) in the
Sub-Custodian's judgment, (A) payment prior to delivery is required by the
terms of the instrument evidencing the security or (B) payment prior to
delivery is the prevailing method of settling securities transactions
between institutional investors in the applicable market and (ii) payment
prior to delivery is in accordance with generally accepted trade practice
and with any applicable governmental regulations and the rules of
Securities Systems or other securities depositories and clearing agencies
in the applicable market; the Custodian agrees, upon request, to advise the
Fund of all pending transactions in which payment will be made prior to the
receipt of securities in accordance with the provision to the foregoing
sentence; (b) in the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in Section 3.13 hereof;
or (c)(i) in the case of a repurchase agreement entered into between the
Fund and the Sub-Custodian, another bank, or a broker-dealer against
delivery of the securities either in certificate form or through an entry
crediting the Sub-Custodian's account at the Federal Reserve Bank with such
securities or (ii) in the case of a repurchase agreement entered into
between the Fund and the Sub-Custodian, against delivery of a receipt
evidencing purchase by the Fund of Securities owned by the Sub-Custodian
along with written evidence of the agreement by the Sub-Custodian to
repurchase such securities from the Fund; or (d) for transfer to a time
deposit account of the Fund in any bank, whether domestic or foreign, which
transfer may be effected prior to receipt of a confirmation of the deposit
from the applicable bank or a financial intermediary;
3.8.2 In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 3.2 hereof;
3.8.3 For the redemption or repurchase of Shares issued by the Fund as
set forth in Section 3.10 hereof;
3.8.4 For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the
Fund: interest, taxes, management, accounting, transfer agent and legal
fees, including the Custodian's fee; and operating expenses of the Fund
whether or not such expenses are to be in whole or part capitalized or
treated as deferred expenses;
3.8.5 For the payment of any dividends or other distributions declared to
shareholders of the Fund;
3.8.6 For transfer to another Sub-Custodian of the Fund;
3.8.7 For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of the
Trustees or of the Executive Committee of the Fund signed by an officer of
the Fund and certified by its Clerk or an Assistant Clerk, specifying the
amount of such payment, setting forth the purpose for which such payment is
to be made, declaring such purpose to be a proper purpose, and naming the
person or persons to whom such payments is to be made.
3.9 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as otherwise provided in this Agreement, in any and every case
where payment for purchase of securities for the account of the Fund is
made by a Sub-Custodian in advance of receipt of the securities purchased
in the absence of specific written instructions from the Fund to so pay in
advance, the Custodian shall cause the Sub-Custodian to be absolutely
liable to the Fund in the event any loss results to the Fund from the
payment by the Sub-Custodian in advance of delivery of such securities.
3.10 Payments for Repurchase or Redemptions of Shares of the Fund. From
such funds as may be available, the Custodian shall, upon receipt Proper
Instructions, cause one or more Sub-Custodians to make funds available for
payment to a shareholder who has delivered to the Transfer Agent a request
for redemption or repurchase of shares of the Fund. In connection with the
redemption or repurchase of shares of the Fund, the Custodian is
authorized, upon receipt of Proper Instructions, to cause one or more
Sub-Custodian, to wire funds to or through a commercial bank designated by
the redeeming shareholder. In connection with the redemption or repurchase
of Shares of the Fund, the Custodian, upon receipt of Proper Instructions,
shall cause one or more Sub-Custodians to honor checks drawn on the
Sub-Custodian by a shareholder when presented to the Sub-Custodian in
accordance with such procedures and controls as are mutually agreed upon
from time to time among the Fund, the Custodian and the Sub-Custodian.
3.11 Appointment of Agents. The Custodian may permit any Sub-Custodian
at any time or times in its discretion to appoint (and may at any time
remove) any other bank or trust company which is itself qualified under the
Investment Company Act of 1940, as amended, to act as a custodian, as its
agent to carry out such of the provisions of this Section 3 as the
Sub-Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian or any
Sub-Custodian of its responsibilities or liabilities hereunder and provided
that any such agent shall have been approved by vote of the Trustees of the
Fund. The Custodian may also permit any Sub-Custodian to which foreign
securities of the Fund have been delivered to direct such securities to be
held by 17f-5 Sub-Custodians and to use the facilities of Foreign
Depositories, as those terms are defined in the Foreign Sub-Custodian
Agreement, in accordance with the terms of the Foreign Sub-Custodian
Agreement.
The agents which the Fund and the Custodian have approved to date are set
forth in Schedule B hereto. Schedule B shall be amended from time to time
as agents are changed, added or deleted. The Fund shall be responsible for
informing the Custodian, and the Custodian shall be responsible for
informing the appropriate Sub-Custodian, sufficiently in advance of a
proposed investment which is to be held at a location not listed on
Schedule B, in order that there shall be sufficient time for the
Sub-Custodian to complete the appropriate contractual and technical
arrangements with such agent. Any Sub-Custodian Agreement shall provide
that the engagement by the Sub-Custodian of one or more agents shall not
relieve the Sub-Custodian of its responsibilities or liabilities
thereunder.
3.12 Deposit of Fund Assets in Securities Systems. The Custodian may
permit any Sub-Custodian to deposit and/or maintain securities owned by the
Fund in a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, which
acts as a securities depository, or in the book-entry system authorized by
the U.S. Department of the Treasury and certain federal agencies,
collectively referred to herein as "Securities System" in accordance with
applicable rules and regulations (including Rule 17f-4 of the 0000 Xxx) and
subject to the following provisions:
3.12.1 The Sub-Custodian may, either directly or through one or more
agents, keep securities of the Fund in a Securities System provided that
such securities are represented in an account ("Account") of the
Sub-Custodian in the Securities System which shall not include any assets
of the Sub-Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
3.12.2 The records of the Sub-Custodian with respect to securities of
the Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3.12.3 The Sub-Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the Securities System
that such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Sub-Custodian to reflect such
payment and transfer for the account of the Fund. The Sub-Custodian shall
transfer securities sold for the account of the Fund upon (i) receipt of
advice from the Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the records
of the Sub-Custodian to reflect such transfer and payment for the account
of the Fund. Copies of all advices from the Securities System of transfers
of securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Sub-Custodian or such an agent and be
provided to the Fund at its request. The Sub-Custodian shall furnish the
Fund confirmation of each transfer to or from the account of the Fund in
the form of a written advice or notice and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's transactions in the
Securities System for the account of the Fund on the next business day;
3.12.4 The Sub-Custodian shall provide the Fund with any report obtained
by the Sub-Custodian on the Securities System's accounting system, internal
accounting controls and procedures for safeguarding securities deposited in
the Securities System;
3.12.5 The Sub-Custodian shall utilize only such Securities Systems as
are approved by the Board of Trustees of the Fund, and included on a list
maintained by the Custodian;
3.12.6 Anything to the contrary in this Agreement notwithstanding, the
Sub-Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Sub-Custodian or any of its
agents or of any of its or their employees or from failure of the
Sub-Custodian or any such agent to enforce effectively such rights as it
may have against the Securities System; at the election of the Fund, it
shall be entitled to be subrogated to the rights of the Sub-Custodian with
respect to any claim against the Securities System or any other person
which the Sub-Custodian may have as a consequence of any such loss or
damage if and to the extent that the Fund has not been made whole for any
such loss or damage.
3.12A Depositary Receipts. Only upon receipt of Proper Instructions,
the Sub-Custodian shall instruct a 17f-5 Sub-Custodian or an agent of the
Sub-Custodian appointed pursuant to the applicable Foreign Sub-Custodian
Agreement (an "Agent") to surrender securities to the depositary used by an
issuer of American Depositary Receipts or International Depositary Receipts
(hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities
and written evidence satisfactory to the 17f-5 Sub-Custodian or Agent that
the depositary has acknowledged receipt of instructions to issue with
respect to such securities ADRs in the name of the Sub-Custodian, or a
nominee of the Sub-Custodian, for delivery to the Sub-Custodian.
Only upon receipt of Proper Instructions, the Sub-Custodian shall surrender
ADRs to the issuer thereof against a written receipt therefor adequately
describing the ADRs surrendered and written evidence satisfactory to the
Sub-Custodian that the issuer of the ADRs has acknowledged receipt of
instructions to cause its depository to deliver the securities underlying
such ADRs to a 17f-5 Sub-Custodian or an Agent.
3.12B Foreign Exchange Transactions and Futures Contracts. Only upon
receipt of Proper Instructions, the Sub-Custodian shall enter into foreign
exchange contracts or options to purchase and sell foreign currencies for
spot and future delivery on behalf and for the account of the Fund or shall
enter into futures contracts or options on futures contracts. Such
transactions may be undertaken by the Sub-Custodian with such banking
institutions, including the Sub-Custodian and 17f-5 Sub-Custodian(s)
appointed pursuant to the applicable Foreign Sub-Custodian Agreement, as
principals, as approved and authorized by the Fund. Foreign exchange
contracts, futures contracts and options, other than those executed with
the Sub-Custodian, shall for all purposes of this Agreement be deemed to be
portfolio securities of the Fund.
3.12C Option Transactions. Only upon receipt of Proper Instructions,
the Sub-Custodian shall enter into option transactions in accordance with
the provisions of any agreement among the Fund, the Custodian and/or the
Sub-Custodian and a broker-dealer.
3.13 Ownership Certificates for Tax Purposes. The Custodian shall cause
one or more Sub-Custodians as may be appropriate to execute ownership and
other certificates and affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with respect to
securities of the Fund held by the Sub-Custodian and in connection with
transfers of securities.
3.14 Proxies. The Custodian shall, with respect to the securities held
by the Sub-Custodians, cause to be promptly executed by the registered
holder of such securities, if the securities are registered other than in
the name of the Fund or a nominee of the fund, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Fund such proxies, all proxy soliciting materials
and all notices relating to such securities.
3.15 Communications Relating to Fund Portfolio Securities. The Custodian
shall cause the Sub-Custodians to transmit promptly to the Custodian, and
the Custodian shall transmit promptly to the Fund, all written information
(including, without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith) received by
the Sub-Custodian from issuers of the securities being held for the account
of the Fund. With respect to tender or exchange offers, the Custodian
shall cause the Sub-Custodian to transmit promptly to the Fund, all written
information received by the Sub-Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Fund desires to take action
with respect to any tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian of the action the Fund
desires such Sub-Custodian to take, provided, however, neither the
Custodian nor the Sub-Custodian shall be liable to the Fund for the failure
to take any such action unless such instructions are received by the
Custodian at least four business days prior to the date on which the
Sub-Custodian is to take such action or, in the case of foreign securities,
such longer period as shall have been agreed upon in writing by the
Custodian and the Sub-Custodian.
3.16 Proper Instructions. Proper Instructions as used throughout this
Agreement means a writing signed or initialed by one or more person or
persons who are authorized by the Trustees of the Fund and the Custodian.
Each such writing shall set forth the specific transaction or type of
transaction involved, including a specific statement of the purpose for
which such action is requested. Oral instructions will be considered
Proper Instructions if the Custodian or Sub-Custodian, as the case may be,
reasonably believes them to have been given by a person authorized to give
such instructions with respect to the transaction involved. All oral
instructions shall be confirmed in writing. Proper Instructions also
include communications effected directly between electro-mechanical or
electronic devices provided that the Trustees have approved such
procedures. Notwithstanding the foregoing, no Trustee, officer, employee
or agent of the Fund shall be permitted access to any securities or similar
investments of the Fund deposited with any Sub-Custodian or any agent of
any Sub-Custodian for any reason except in accordance with the provisions
of Rule 17f-2 under the 1940 Act.
3.17 Actions Permitted Without Express Authority. The Custodian may in
its discretion, and may permit one or more Sub-Custodians in their
discretion, without express authority from the Fund to:
3.17.1 make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement, or in the case of a Sub-Custodian, under the applicable
Sub-Custodian Agreement, provided that all such payments shall be accounted
for to the Fund;
3.17.2 surrender securities in temporary form for securities in
definitive form;
3.17.3 endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments; and
3.17.4 in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Fund except as otherwise
directed by the Trustees of the Fund.
3.18 Evidence of Authority. The Custodian shall be protected in acting
upon any instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been properly
executed by or on behalf of the Fund.
3.19 Investment Limitations. In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, the Custodian may assume, unless and
until notified in writing to the contrary, that Proper Instructions
received by it are not in conflict with or in any way contrary to any
provisions of the Fund's Declaration of Trust or By-Laws (or comparable
documents) or votes or proceedings of the shareholders or Trustees of the
Fund. The Custodian shall in no event be liable to the Fund and shall be
indemnified by the Fund for any violation of any investment limitations to
which the Fund is subject or other limitations with respect to the Fund's
powers to expend funds, encumber securities, borrow or take similar actions
affecting its portfolio.
4. Performance Standards. The Custodian shall use its best efforts to
perform its duties hereunder in accordance with the standards set forth in
Schedule C hereto. Schedule C may be amended from time to time as agreed
to by the Custodian and the Trustees of the Fund.
5. Records. The Custodian shall create and maintain all records
relating to the Custodian's activities and obligations under this Agreement
and cause all Sub-Custodians to create and maintain all records relating to
the Sub-Custodian's activities and obligations under the appropriate
Sub-Custodian Agreement in such manner as will meet the obligations of the
Fund under the 1940 Act, with particular attention to Sections 17(f) and 31
thereof and Rules 17f-2, 31a-1 and 31a-2 thereunder, applicable federal and
state tax laws, and any other law or administrative rules or procedures
which may be applicable to the Fund. All such records shall be the
property of the Fund and shall at all times during the regular business
hours of the Custodian or during the regular business hours of the
Sub-Custodian, as the case may be, be open for inspection by duly
authorized officers, employees or agents of the Custodian and Fund and
employees and agents of the Securities and Exchange Commission. At the
Fund's request, the Custodian shall supply the Fund and cause one or more
Sub-Custodians to supply the Custodian with a tabulation of securities
owned by the Fund and held under this Agreement. When requested to do so
by the Fund and for such compensation as shall be agreed upon, the
Custodian shall include and cause one or more Sub-Custodians to include
certificate numbers in such tabulations.
6. Opinion and Reports of Fund's Independent Accountants. The Custodian
shall take all reasonable actions, as the Fund may from time to time
request, to furnish such information with respect to its activities
hereunder as the Fund's independent public accountants may request in
connection with the accountant's verification of the Fund's securities and
similar investments as required by Rule 17f-2 under the 1940 Act, the
preparation of the Fund's registration statement and amendments thereto,
the Fund's reports to the Securities and Exchange Commission, and with
respect to any other requirements of such Commission.
The Custodian shall also direct any Sub-Custodian to take all reasonable
actions, as the Fund may from time to time request, to furnish such
information with respect to its activities under the applicable
Sub-Custodian Agreement as the Fund's independent public accountant may
request in connection with the accountant's verification of the Fund's
securities and similar investments as required by Rule 17f-2 under the 1940
Act, the preparation of the Fund's registration statement and amendments
thereto, the Fund's reports to the Securities and Exchange Commission, and
with respect to any other requirements of such Commission.
7. Reports of Custodian's and Sub-Custodians' Independent Accountants.
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by its independent public accountant on
its accounting system, internal accounting controls and procedures for
safeguarding securities, including securities deposited and/or maintained
in Securities Systems, relating to services provided by the Custodian under
this Agreement. The Custodian shall also cause one or more of the
Sub-Custodians to provide the Fund, at such time as the Fund may reasonably
require, with reports by independent public accountants on their accounting
systems, internal accounting controls and procedures for safeguarding
securities, including securities deposited and/or maintained in Securities
Systems, relating to services provided by those Sub-Custodians under their
respective Sub-Custody Agreements. Such reports, which shall be of
sufficient scope and in sufficient detail as may reasonably be required by
the Fund, shall provide reasonable assurance that any material inadequacies
would be disclosed by such examinations, and, if there is no such
inadequacies, shall so state.
8. Compensation. The Custodian shall be entitled to reasonable
compensation for its services and expenses as custodian, as agreed upon
from time to time between the Fund and the Custodian. Such expenses shall
not include, however, the fees paid by the Custodian to any Sub-Custodian.
9. Responsibility of Custodian. The Custodian shall exercise reasonable
care and diligence in carrying out the provisions of this Agreement and
shall not be liable to the Fund for any action taken or omitted by it in
good faith without negligence. So long as and to the extent that it is in
the exercise of reasonable care, neither the Custodian nor any
Sub-Custodian shall be responsible for the title, validity or genuineness
of any property or evidence of title thereto received by it or delivered by
it pursuant to this Agreement and shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and, if in writing, reasonably believed by it
to be signed by the proper party or parties. It shall be entitled to rely
on and may act upon advice of counsel (who may be counsel for the Fund) on
all matters, and shall be without liability for any action reasonably taken
or omitted pursuant to such advice. Notwithstanding the foregoing, the
responsibility of the Custodian or a Sub-Custodian with respect to
redemptions effected by check shall be in accordance with a separate
Agreement entered into between the Custodian and the Fund. It is also
understood that the Custodian shall not be liable for any loss resulting
from a Sovereign Risk. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental authority,
de facto or de jure; or enactment, promulgation, imposition or enforcement
by any such governmental authority of currency restrictions, exchange
controls, taxes, levies or other charges affecting the Fund's property; or
acts of war, terrorism, insurrection or revolution; or any other similar
act or event beyond the Custodian's control.
If the Fund requires the Custodian which in turn may require a
Sub-Custodian to take any action with respect to securities, which action
involves the payment of money or which action may, in the opinion of the
Custodian or the Sub-Custodian result in the Custodian or its nominee or a
Sub-Custodian or its nominee being liable for the payment of money or
incurring liability of some other form, the Fund, as a prerequisite to
requiring the Custodian or the Custodian requiring any Sub-Custodian to
take such action, shall provide indemnity to the Custodian in an amount and
form satisfactory to it.
The Fund agrees to indemnify and hold harmless the Custodian and its
nominee from and against all taxes, charges, expenses, assessments, claims
and liabilities (including counsel fees) incurred or assessed against it or
its nominee or any Sub-Custodian or its nominee in connection with the
performance of this Agreement, or any Sub-Custodian Agreement except, as to
the Custodian, such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, and as to a
Sub-Custodian, such as may arise from such Sub-Custodian's or its nominee's
own negligent action, negligent failure to act or willful misconduct. The
negligent action, negligent failure to act or willful misconduct of the
Custodian shall not diminish the Fund's obligation to indemnify the
Custodian in the amount, but only in the amount, of any indemnity required
to be paid to a Sub-Custodian under its Sub-Custodian Agreement. The
Custodian may assign this indemnity from the Fund directly to, and for the
benefit of, any Sub-Custodian. The Custodian is authorized, and may
authorize any Sub-Custodian, to charge any account of the Fund for such
items and such fees. To secure any such authorized charges and any
advances of cash or securities made by the Custodian or any Sub-Custodian
to or for the benefit of the Fund for any purpose which results in the Fund
incurring an overdraft at the end of any business day or for extraordinary
or emergency purposes during any business day, the Fund (except a Fund
specified in Schedule D to this Agreement) hereby grants to the Custodian a
security interest in and pledges to the Custodian securities up to a
maximum of 10% of the value of the Fund's net assets for the purpose of
securing payment of any such advances and hereby authorizes the Custodian
on behalf of the Fund to grant to any Sub-Custodian a security interest in
and pledge of securities held for the Fund (including those which may be
held in a Securities System) up to a maximum of 10% of the value of the net
assets held by such Sub-Custodian. The specific securities subject to such
security interest may be designated in writing from time to time by the
Fund or its investment adviser. In the absence of any designation of
securities subject to such security interest, the Custodian or the
Sub-Custodian, as the case may be, may designate securities held by it.
Should the Fund fail to repay promptly any authorized charges or advances
of cash or securities, the Custodian or the Sub-Custodian shall be entitled
to use such available cash and to dispose of pledged securities and
property as is necessary to repay any such authorized charges or advances
and to exercise its rights as a secured party under the U.C.C. The Fund
agrees that a Sub-Custodian shall have the right to proceed directly
against the Fund and not solely as subrogee to the Custodian with respect
to any indemnity hereunder assigned to a Sub-Custodian, and in that regard,
the Fund agrees that it shall not assert against any Sub-Custodian
proceeding against it any defense or right of set-off the Fund may have
against the Custodian arising out of the negligent action, negligent
failure to act or willful misconduct of the Custodian, and hereby waives
all rights it may have to object to the right of a Sub-Custodian to
maintain an action against it.
10. Successor Custodian. If a successor custodian shall be appointed by
the Trustees of the Fund, the Custodian shall, upon termination, cause to
be delivered to such successor custodian, duly endorsed and in the form for
transfer, all securities, funds and other properties then held by the
Sub-Custodians and all instruments held by the Sub-Custodians relative
thereto and cause the transfer to an account of the successor custodian all
of the Fund's securities held in any Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Trustees of
the Fund, cause to be delivered at the office of the Custodian and transfer
such securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Trustees shall have been delivered to the
Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or
trust company, which meets the requirements of the 1940 Act and the rules
and regulations thereunder, such securities, funds and other properties.
Thereafter, such bank or trust company shall be the successor of the
Custodian under this Agreement.
In the event that such securities, funds and other properties remain in the
possession of the Custodian or any Sub-Custodian after the date of
termination hereof owing to failure of the Fund to procure the certified
copy of the vote referred to or of the Trustees to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its
services during such period as the Sub-Custodians retain possession of such
securities, funds and other properties and the provisions of this Agreement
relating to the duties and obligations of the Custodian shall remain in
full force and effect.
11. Effective Period, Termination and Amendment. This Agreement shall
become effective as of its execution, shall continue in full force and
effect until terminated as hereinafter provided, may be amended at any time
by mutual agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage prepaid to
the other party, such termination to take effect not sooner than thirty
(30) days after the date of such delivery or mailing; provided either party
may at any time immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the other party or upon the
happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction. No provision of this Agreement
may be amended or terminated except by a statement in writing signed by the
party against which enforcement of the amendment or termination is sought.
Upon termination of the Agreement, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian and through the Custodian any
Sub-Custodian for its costs, expenses and disbursements.
12. Interpretation. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter
hereof. In connection with the operation of this Agreement, the Custodian
and the Fund may from time to time agree in writing on such provisions
interpretive of or in addition to the provisions of this Agreement as may
in their joint opinion be consistent with the general tenor of this
Agreement. No interpretive or additional provisions made as provided in
the preceding sentence shall be deemed to be an amendment of this
Agreement.
13. Governing Law. This instrument is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed
according to the internal laws of said Commonwealth, without regard to
principles of conflicts of law.
14. Notices. Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund attention: Xxxx Xxxxxx, or to
such other person or address as the Fund may have designated to the
Custodian in writing, or to the Custodian at Xxx Xxxx Xxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 attention: Xxxxxx Xxxxx, or to such other
address as the Custodian may have designated to the Fund in writing, shall
be deemed to have been properly delivered or given hereunder to the
respective addressee.
15. Binding Obligation. This Agreement shall be binding on and shall
inure to the benefit of the Fund and the Custodian and their respective
successors and assigns, provided that neither party hereto may assign this
Agreement or any of its rights or obligations hereunder without the prior
written consent of the other party.
16. Declaration of Trust. A copy of the Declaration of Trust of each of
the Funds is on file with the Secretary of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is executed
on behalf of the Trustees of each of the Funds as Trustees and not
individually and that the obligations of this instrument are not binding on
any of the Trustees or officers or shareholders individually, but are
binding only on the assets and property of each Fund with respect to its
obligations hereunder.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf as of the day and year first above written.
THE XXXXXX FUNDS LISTED
IN SCHEDULE A
By /s/ Xxxx X. Xxxxxx
------------------
Vice President and Treasurer
XXXXXX FIDUCIARY TRUST COMPANY
By /s/ Xxxxxx X. Xxxxx
-------------------
President
Xxxxxx Investments, Inc. ("Xxxxxx"), the sole owner of the Custodian,
agrees that Xxxxxx shall be the primary obligor with respect to
compensation due the Sub-Custodians pursuant to the Sub-Custodian
Agreements in connection with the Sub-Custodians' performance of their
responsibilities thereunder and agrees to take all actions necessary and
appropriate to assure that the Sub-Custodians shall be compensated in the
amounts and on the schedules agreed to by the Custodian and the
Sub-Custodians pursuant to those Agreements.
XXXXXX INVESTMENTS, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
EXHIBIT 1
MASTER SUB-CUSTODIAN AGREEMENT
AGREEMENT made this [ ] day of [ ], 200[ ], between Xxxxxx Fiduciary
Trust Company, a Massachusetts-chartered trust company (the "Custodian"),
and [ ], a [ ] (the "Sub-Custodian").
WHEREAS, the Sub-Custodian represents to the Custodian that it is eligible
to serve as a custodian for a management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
WHEREAS, the Custodian has entered into a Custodian Agreement between it
and each of the Xxxxxx Funds listed in Schedule A, each of such Funds
acting on its own behalf separately from all the other Funds and not
jointly or jointly and severally with any of the other Funds (each of the
Funds being hereinafter referred to as the "Fund"), and
WHEREAS, the Custodian and the Fund desire to utilize sub-custodians for
the purpose of holding cash and securities of the Fund, and
WHEREAS, the Custodian wishes to appoint the Sub-Custodian as the Fund's
Sub-Custodian,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Appointment of Custodian. The Custodian hereby employs and appoints
the Sub-Custodian as a Sub-Custodian for the Fund for the term and subject
to the provisions of this Agreement. Upon request, the Custodian shall
deliver to the Sub-Custodian such proxies, powers of attorney or other
instruments as may be reasonably necessary or desirable in connection with
the performance by the Sub-Custodian of its obligations under this
Agreement on behalf of the Fund.
2. Duties of the Sub-Custodian with Respect to Property of the Fund Held
by It. The Custodian may from time to time deposit securities or cash
owned by the Fund with the Sub-Custodian. The Sub-Custodian shall have no
responsibility or liability for or on account of securities, funds or other
property of the Fund not so delivered to it. The Sub-Custodian shall hold
and dispose of the securities hereafter held by or deposited with the
Sub-Custodian as follows:
2.1 Holding Securities. The Sub-Custodian shall hold and physically
segregate for the account of the Fund all non-cash property, including all
securities owned by the Funds, other than securities which are maintained
pursuant to Section 2.13 in a Securities System. All such securities are
to be held or disposed of for, and subject at all times to the instructions
of, the Custodian pursuant to the terms of this Agreement. The
Sub-Custodian shall maintain adequate records identifying the securities as
being held by it as Sub-Custodian of the Fund.
2.2 Delivery of Securities. The Sub-Custodian shall release and deliver
securities of the Fund held by it hereunder (or in a Securities System
account of the Sub-Custodian) only upon receipt of Proper Instructions (as
defined in Section 2.17), which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the Fund and receipt
of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.13 hereof;
4) To the depository agent in connection with tender or other similar
offers for portfolio securities of the Fund;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any such
case, the cash or other consideration is to be delivered to the
Sub-Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Fund or into the name of any nominee or nominees of the Sub-Custodian
or into the name or nominee name of any agent appointed pursuant to Section
2.12; or for exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount or number of
units; provided that, in any such case, the new securities are to be
delivered to the Sub-Custodian;
7) Upon the sale of such securities for the account of the Fund, to the
broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that, in any such case,
the Sub-Custodian shall have no responsibility or liability for any loss
arising from the delivery of such securities prior to receiving payment for
such securities except as may arise from the Sub-Custodian's own negligence
or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and cash, if
any, are to be delivered to the Sub-Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities or
the surrender of interim receipts or temporary securities for definitive
securities; provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Sub-Custodian;
10) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Sub-Custodian, which may be in the
form of cash or obligations issued by the United States government, its
agencies or instrumentalities;
11) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against receipt of
amounts borrowed;
12) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent"), for delivery to such Transfer Agent or to the
shareholders of the Fund in connection with distributions in kind, as may
be described from time to time in the Fund's Declaration of Trust and
currently effective registration statement, if any, in satisfaction of
requests by shareholders for repurchase or redemption;
13) For delivery to another Sub-Custodian of the Fund; and
14) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees or
of the Executive Committee of the Fund signed by an officer of the Fund and
certified by its Clerk or an Assistant Clerk, specifying the securities to
be delivered, setting forth the purpose for which such delivery is to be
made, declaring such purposes to be proper corporate purposes, and naming
the person or persons to whom delivery of such securities is to be made.
2.3 Registration of Securities. Securities of the Fund held by the
Sub-Custodian hereunder (other than bearer securities) shall be registered
in the name of the Fund or in the name of any nominee of the Fund or of any
nominee of the Sub-Custodian, which nominee shall be assigned exclusively
to the Fund, unless the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered investment companies
having the same investment adviser as the Fund, or in the name or nominee
name of any agent appointed pursuant to Section 2.12. Notwithstanding the
foregoing, a Sub-Custodian or agent thereof may hold securities of the Fund
in a nominee name which is used for its other clients provided such name is
not used by the Sub-Custodian or agent for its own securities and that
securities of the Fund are physically segregated at all times from other
securities held for other clients using the same nominee name. All
securities accepted by the Sub-Custodian under the terms of this Agreement
shall be in "street name" or other good delivery form.
2.4 Bank Accounts. The Sub-Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only to draft or
order by the Sub-Custodian acting pursuant to the terms of this Agreement,
and shall hold in such account or accounts, subject to the provisions
hereof, all cash received for the account of the Funds, other than cash
maintained by the Fund in a bank account established and used in accordance
with Rule 17f-3 under the 1940 Act. Funds held by the Sub-Custodian for
the Fund shall be deposited by it to its credit as Sub-Custodian of the
Fund in the Banking Department of the Sub-Custodian or other banks. Such
funds shall be deposited by the Sub-Custodian in its capacity as
Sub-Custodian and shall be withdrawable by the Sub-Custodian only in that
capacity. The Sub-Custodian shall be liable for losses incurred by the
Fund attributable to any failure on the part of the Sub-Custodian to report
accurate cash availability information with respect to the Fund's bank
accounts maintained by the Sub-Custodian or any of its agents, provided
that such liability shall be determined solely on a cost-of-funds basis.
2.5 Payments for Shares. The Sub-Custodian shall receive from any
distributor of the Fund's shares or from the Transfer Agent of the Fund and
deposit into the Fund's account such payments as are received for shares of
the Fund issued or sold from time to time by the Fund. The Sub-Custodian
will provide timely notification to the Custodian, and the Transfer Agent
of any receipt by it of payments for shares of the Fund.
2.6 Investment and Availability of Federal Funds. Upon mutual agreement
between the Custodian and the Sub-Custodian, the Sub-Custodian shall, upon
the receipt of Proper Instructions,
1) invest in such instruments as may be set forth in such instructions
on the same day as received all federal funds received after a time agreed
upon between the Sub-Custodian and the Custodian; and
2) make federal funds available to the Fund as of specified times agreed
upon from time to time by the Custodian and the Sub-Custodian in the amount
of checks, when cleared within the Federal Reserve System, received in
payment for shares of the Fund which are deposited into the Fund's account
or accounts.
2.7 Collection of Income. The Sub-Custodian shall collect on a timely
basis all income and other payments with respect to registered securities
held hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall collect on a
timely basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such securities are
held hereunder and shall credit such income, as collected, to the Fund's
account. Without limiting the generality of the foregoing, the
Sub-Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and shall
collect interest when due on securities held hereunder. Arranging for the
collection of income due the Fund on securities loaned pursuant to the
provisions of Section 2.2(10) shall be the responsibility of the Custodian.
The Sub-Custodian will have no duty or responsibility in connection
therewith, other than to provide the Custodian with such information or
data as may be necessary to assist the Custodian in arranging for the
timely delivery to the Sub-Custodian of the income to which the Fund is
properly entitled.
2.8 Payment of Fund Monies. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the parties, the
Sub-Custodian shall cause monies of a Fund to be paid out in the following
cases only:
1) Upon the purchase of securities for the account of the Fund but only
(a) against the delivery of such securities to the Sub-Custodian (or any
bank, banking firm or trust company doing business in the United States or
abroad which is qualified under the 1940 Act, as amended, to act as a
custodian and has been designated by the Sub-Custodian as its agent for
this purpose) registered in the name of the Fund or in the name of a
nominee referred to in Section 2.3 hereof or in proper form for transfer;
(b) in the case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section 2.13 hereof; or (c) in
the case of repurchase agreements entered into between the Fund and the
Sub-Custodian, or another bank, (i) against delivery of the securities
either in certificate form or through an entry crediting the
Sub-Custodian's account at the Federal Reserve Bank with such securities or
(ii) against delivery of the receipt evidencing purchase by the Fund of
securities owned by the Sub-Custodian along with written evidence of the
agreement by the Sub-Custodian to repurchase such securities from the Fund;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of shares issued by the Fund as set
forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the
Fund: interest, taxes, management, accounting, custodian and
Sub-Custodian, transfer agent and legal fees, including the Custodian's
fee; and operating expenses of the Fund whether or not such expenses are to
be in whole or part capitalized or treated as deferred expenses;
5) For the payment of any dividends declared pursuant to the governing
documents of the Fund;
6) For transfer to another Sub-Custodian of the Fund; and
7) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees or
of the Executive Committee of the Fund signed by an officer of the Fund and
certified by its Clerk or an Assistant Clerk, specifying the amount of such
payment, setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the person or
persons to whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased.
In any and every case where payment for purchase of securities for the
account of a Fund is made by the Sub-Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Custodian to so pay in advance, the Sub-Custodian shall be absolutely
liable to the Fund and the Custodian in the event any loss results to the
Fund or the Custodian from the failure of the Sub-Custodian to make such
payment against delivery of such securities, except that in the case of
repurchase agreements entered into by the Fund with a bank which is a
member of the Federal Reserve System, the Sub-Custodian may transfer funds
to the account of such bank prior to the receipt of written evidence that
the securities subject to such a repurchase agreement have been transferred
by book-entry into a segregated non-proprietary account of the
Sub-Custodian maintained with any Federal Reserve Bank or of the
safe-keeping receipt, provided that such securities have in fact been so
transferred by book-entry.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund.
From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and By-Laws and any applicable
votes of the Trustees of the Fund pursuant thereto, the Sub-Custodian
shall, upon receipt of instructions from the Custodian, make funds
available for payment to shareholders of the Fund who have delivered to the
Transfer Agent a request for redemption or repurchase of their shares. In
connection with the redemption or repurchase of shares of the Fund, the
Sub-Custodian, upon receipt of Proper Instructions, is authorized to wire
funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of shares of
the Fund, the Sub-Custodian, upon receipt of Proper Instructions, shall
honor checks drawn on the Sub-Custodian by a shareholder, when presented to
the Sub-Custodian in accordance with such procedures and controls as are
mutually agreed upon from time to time among the Fund, the Custodian and
the Sub-Custodian.
2.11 Variances. The Sub-Custodian may accept securities or cash
delivered in settlement of trades notwithstanding variances between the
amount of securities or cash so delivered and the amount specified in the
instructions furnished to it by the Custodian, provided that the variance
in any particular transaction does not exceed (i) $25 in the case of
transactions of $1,000,000 or less, and (ii) $50 in the case of
transactions exceeding $1,000,000. The Sub-Custodian shall maintain a
record of any such variances and notify the Custodian of such variances in
periodic transaction reports submitted to the Custodian. The Sub-Custodian
will not advise any party with whom the Fund effects securities
transactions of the existence of these variance provisions without the
consent of the Fund and the Custodian.
2.12 Appointment of Agents. Without limiting its own responsibility for
its obligations assumed hereunder, the Sub-Custodian may at any time and
from time to time engage, at its own cost and expense, as an agent to act
for the Fund on the Sub-Custodian's behalf with respect to any such
obligations any bank or trust company which meets the requirements of the
1940 Act, and the rules and regulations thereunder, to perform services
delegated to the Sub-Custodian hereunder, provided that the Fund shall have
approved in writing any such bank or trust company and the Sub-Custodian
shall give prompt written notice to the Custodian and the Fund of any such
engagement. All agents of the Sub-Custodian shall be subject to the
instructions of the Sub-Custodian and not the Custodian. The Sub-Custodian
may, at any time in its discretion, and shall at the Custodian's direction,
remove any bank or trust company which has been appointed as an agent, and
shall in either case promptly notify the Custodian and the Fund in writing
of the completion of any such action.
The agents which the Fund has approved to date are set forth in Schedule B
hereto. Schedule B shall be amended from time to time as approved agents
are changed, added or deleted. The Custodian shall be responsible for
informing the Sub-Custodian sufficiently in advance of a proposed
investment which is to be held at a location not listed on Schedule B, in
order that there shall be sufficient time for the Fund to give the approval
required by the preceding paragraph and for the Sub-Custodian to complete
the appropriate contractual and technical arrangements with such agent.
The engagement by the Sub-Custodian of one or more agents to carry out such
of the provisions of this Section 2 shall not relieve the Sub-Custodian of
its responsibilities or liabilities hereunder.
2.13 Deposit of Fund Assets in Securities Systems. The Sub-Custodian
may deposit and/or maintain securities owned by the Fund in a clearing
agency registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S. Department
of the Treasury (collectively referred to herein as "Securities System") in
accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations (including Rule 17f-4 of the 1940
Act), and subject to the following provisions:
1) The Sub-Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an account
("Account") of the Sub-Custodian in the Securities System which shall not
include any assets other than assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Sub-Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3) The Sub-Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of an
entry on the records of the Sub-Custodian to reflect such payment and
transfer for the account of the Fund. The Sub-Custodian shall transfer
securities sold for the account of the Fund upon (a) receipt of advice from
the Securities System that payment for such securities has been transferred
to the Account, and (b) the making of an entry on the records of the
Sub-Custodian to reflect such transfer and payment for the account of the
Fund. Copies of all advices from the Securities System of transfers of
securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Sub-Custodian and be provided to the Fund or
the Custodian at the Custodian's request. The Sub-Custodian shall furnish
the Custodian confirmation of each transfer to or from the account of the
Fund in the form of a written advice or notice and shall furnish to the
Custodian copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Fund on the
next business day;
4) The Sub-Custodian shall provide the Custodian with any report
obtained by the Sub-Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding securities
deposited in the Securities System;
5) The Sub-Custodian shall have received the initial or annual
certificate, as the case may be, required by Section 2.10 hereof;
6) Anything to the contrary in this Agreement notwithstanding, the
Sub-Custodian shall be liable to the Fund and the Custodian for any loss or
damage to the Fund or the Custodian resulting from use of the Securities
System by reason of any negligence, misfeasance or misconduct of the
Sub-Custodian or any of its agents or of any of its or their employees or
from failure of the Sub-Custodian or any such agent to enforce effectively
such rights as it may have against the Securities System; at the election
of the Custodian, it shall be entitled to be subrogated to the rights of
the Sub-Custodian with respect to any claim against the Securities System
or any other person which the Sub-Custodian may have as a consequence of
any such loss or damage if and to the extent that the Fund and the
Custodian have not been made whole for any such loss or damage.
2.14 Ownership Certificates for Tax Purposes. The Sub-Custodian shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments
with respect to securities held by it hereunder and in connection with
transfers of securities.
2.15 Proxies. The Sub-Custodian shall, with respect to the securities
held hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in the
name of a Fund, all proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to the Custodian such
proxies, all proxy soliciting materials and all notices relating to such
securities.
2.16 Communications Relating to Fund Portfolio Securities. The
Sub-Custodian shall transmit promptly to the Custodian all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection therewith)
received by the Sub-Custodian from issuers of the securities being held for
the account of the Fund. With respect to tender or exchange offers, the
Sub-Custodian shall transmit promptly to the Custodian all written
information received by the Sub-Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Fund desires to take action
with respect to any tender offer, exchange offer or any other similar
transactions, the Custodian shall notify the Sub-Custodian of the action
the Fund desires the Sub-Custodian to take; provided, however, that the
Sub-Custodian shall not be liable to the Fund or the Custodian for the
failure to take any such action unless such instructions are received by
the Sub-Custodian at least two business days prior to the date on which the
Sub-Custodian is to take such action.
2.17 Proper Instructions. Proper Instructions as used throughout this
Agreement means a writing signed or initialed by one or more persons who
are authorized by the Trustees of the Fund and by vote of the Board of
Directors of the Custodian. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific statement
of the purpose for which such action is requested. Oral instructions will
be considered Proper Instructions if the Sub-Custodian reasonably believes
them to have been given by a person authorized to give such instructions
with respect to the transaction involved. The Custodian shall cause all
oral instructions to be confirmed in writing. Upon receipt of a
certificate of the Clerk or an Assistant Clerk as to the authorization by
the Trustees of the Funds accompanied by a detailed description of
procedures approved by the Trustees, Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices, provided that the Trustees, the Custodian and the Sub-Custodian
are satisfied that such procedures afford adequate safeguards for the
Fund's assets. Notwithstanding the foregoing, no Trustee, officer,
employee or agent of the Fund shall be permitted access to any securities
or similar investments of the Fund deposited with the Sub-Custodian or any
agent for any reason except in accordance with the provisions of Rule 17f-2
under the 0000 Xxx.
2.18 Actions Permitted without Express Authority. The Sub-Custodian may
in its discretion, without express authority from the Custodian:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to the
Fund and the Custodian;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Fund held by the
Sub-Custodian hereunder except as otherwise directed by the Custodian or
the Trustees of the Fund.
2.19 Evidence of Authority. The Sub-Custodian shall be protected in
acting upon any instruction, notice, request, consent, certificate or other
instrument or paper reasonably believed by it to be genuine and to have
been properly executed by or on behalf of the Fund or the Custodian as
custodian of the Fund. The Sub-Custodian may receive and accept a
certified copy of a vote of the Trustees of the Fund or the Board of
Directors of the Custodian, as conclusive evidence (a) of the authority of
any person to act in accordance with such vote or (b) of any determination
or of any action by the Trustees pursuant to the Declaration of Trust and
By-Laws and the Board of Directors of the Custodian, as the case may be as
described in such vote, and such vote may be considered as in full force
and effect until receipt by the Sub-Custodian of written notice to the
contrary.
3. Performance Standards; Protection of the Fund. The Sub-Custodian
shall use its best efforts to perform its duties hereunder in accordance
with the standards set forth in Schedule C hereto. Schedule C may be
amended from time to time as agreed to by the Custodian and the Trustees of
the Fund.
4. Records. The Sub-Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Trustees of the Fund
to keep the books of account of the Funds or, if directed in writing to do
so by the Custodian, shall itself keep such books of account. The
Sub-Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet
the obligations of the Custodian under its Custodian Agreement with the
Fund under the 1940 Act, with particular attention to Sections 17(f) and 31
thereof and Rules 17f-2, 31a-1 and 31a-2 thereunder, applicable federal and
state tax laws, and any other law or administrative rules or procedures
which may be applicable to the Fund or the Custodian. All such records
shall be the property of the Fund and shall at all times during the regular
business hours of the Sub-Custodian be open for inspection by duly
authorized officers, employees or agents of the Custodian and the Fund and
employees and agents of the Securities and Exchange Commission. The
Sub-Custodian shall, at the Custodian's request, supply the Custodian with
a tabulation of securities owned by the Fund and held under this Agreement
and shall, when requested to do so by the Custodian and for such
compensation as shall be agreed upon between the Custodian and
Sub-Custodian, include certificate numbers in such tabulations.
5. Opinion and Reports of the Fund's Independent Accountants. The
Sub-Custodian shall take all reasonable actions, as the Custodian may from
time to time request, to obtain from year to year favorable opinions from
the Fund's independent public accountants with respect to its activities
hereunder in connection with the preparation of the Fund's registration
statements and amendments thereto, the Fund's reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
6. Reports of Sub-Custodian's Independent Accountants. The
Sub-Custodian shall provide the Custodian, at such times as the Custodian
may reasonably require, with reports by independent public accountants on
the accounting system, internal accounting control and procedures for
safeguarding securities, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the
Sub-Custodian under this Agreement; such reports, which shall be of
sufficient scope and in sufficient detail as may reasonably be required by
the Custodian, shall provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and, if there are no
such inadequacies, shall so state.
7. Compensation. The Sub-Custodian shall be entitled to reasonable
compensation for its services and expenses as Sub-Custodian, as agreed upon
from time to time between the Custodian and the Sub-Custodian.
8. Responsibility of Sub-Custodian. The Sub-Custodian shall exercise
reasonable care and diligence in carrying out the provisions of this
Agreement and shall not be liable to the Fund or the Custodian for any
action taken or omitted by it in good faith without negligence. So long as
and to the extent that it is in the exercise of reasonable care, the
Sub-Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held harmless in
acting upon any notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed by the proper
party or parties. It shall be entitled to rely on and may act upon advice
of counsel (who may be counsel for the Fund) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant to
such advice. Notwithstanding the foregoing, the responsibility of the
Sub-Custodian with respect to redemptions effected by check shall be in
accordance with a separate agreement entered into between the Custodian and
the Sub-Custodian.
The Sub-Custodian shall protect the Fund and the Custodian from direct
losses to the Fund resulting from any act or failure to act of the
Sub-Custodian in violation of its duties hereunder or of law and shall
maintain customary errors and omissions and fidelity insurance policies in
an amount not less than $25 million to cover losses to the Fund resulting
from any such act or failure to act.
If the Custodian requires the Sub-Custodian to take any action with respect
to securities, which action involves the payment of money or which action
may, in the opinion of the Sub-Custodian, result in the Sub-Custodian's
being liable for the payment of money or incurring liability of some other
form, the Custodian, as a prerequisite to requiring the Sub-Custodian to
take such action, shall provide indemnity to the Sub-Custodian in an amount
and form satisfactory to it.
The Custodian agrees to indemnify and hold harmless the Sub-Custodian from
and against all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) incurred or assessed against it or its
nominee in connection with the performance of this Agreement, except such
as may arise from its own negligent action, negligent failure to act or
willful misconduct. To secure any such authorized charges and any advances
of cash or securities made by the Sub-Custodian to or for the benefit of
the Fund for any purpose which results in the Fund's incurring an overdraft
at the end of any business day or for extraordinary or emergency purposes
during any business day, the Custodian on behalf of the Fund, unless
prohibited from doing so by one or more of the Fund's fundamental
investment restrictions, hereby represents that it has obtained from the
Fund authorization to apply available cash in any account maintained by the
Sub-Custodian on behalf of the Fund and a security interest in and pledge
to it of securities held for the Fund by the Sub-Custodian, in an amount
not to exceed the amount not prohibited by such restrictions, for the
purposes of securing payment of any such advances, and that the Fund has
agreed, from time to time, to designate in writing, or to cause its
investment adviser to designate in writing, the specific securities subject
to such security interest and pledge. The Custodian hereby assigns the
benefits of such security interest and pledge to the Sub-Custodian, and
agrees that, should the Fund or the Custodian fail to repay promptly any
advances of cash or securities, the Sub-Custodian shall be entitled to use
such available cash and to dispose of such pledged securities as is
necessary to repay any such advances.
9. Successor Sub-Custodian. If a successor Sub-Custodian shall be
appointed by the Custodian, the Sub-Custodian shall, upon termination,
cause to be delivered to such successor Sub-Custodian, duly endorsed and in
the form for transfer, all securities then held by it, shall cause the
transfer to an account of the successor Sub-Custodian all of the Fund's
securities held in a Securities System and shall cause to be delivered to
such successor Sub-Custodian all funds and other property held by it or any
of its agents.
If no such successor Sub-Custodian shall be appointed, the Sub-Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Trustees of the Fund, cause to be delivered at the office of the
Sub-Custodian and transfer such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a successor Sub-Custodian or
certified copy of a vote of the Trustees shall have been delivered to the
Sub-Custodian on or before the date when such termination shall become
effective, then the Sub-Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the 1940 Act, doing
business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and
other properties held by the Sub-Custodian and its agents and all
instruments held by the Sub-Custodian and its agents relative thereto and
all other property held by it and its agents under this Agreement and to
cause to be transferred to an account of such successor Sub-Custodian all
of the Fund's securities held in any Securities System. Thereafter, such
bank or trust company shall be the successor of the Sub-Custodian under
this Agreement.
In the event that securities, funds and other properties remain in the
possession of the Sub-Custodian after the date of termination hereof owing
to failure of the Custodian to obtain the certified copy of vote referred
to or of the Trustees to appoint a successor Sub-Custodian, the
Sub-Custodian shall be entitled to fair compensation for its services
during such period as the Sub-Custodian retains possession of such
securities, funds and other properties and the provisions of this Agreement
relating to the duties and obligations of the Sub-Custodian shall remain in
full force and effect.
Upon termination, the Sub-Custodian shall, upon receipt of a certified copy
of a vote of the Trustees of the Fund, cause to be delivered to any other
Sub-Custodian designated in such vote such assets, securities and other
property of the Fund as are designated in such vote, or pursuant to Proper
Instructions, cause such assets, securities and other property of the Fund
as are designated by the Custodian to be delivered to one or more of the
sub-custodians designated on Schedule D hereto, as from time to time
amended.
10. Effective Period; Termination and Amendment. This Agreement shall
become effective as of its execution, shall continue in full force and
effect until terminated as hereinafter provided, may be amended at any time
by mutual agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage prepaid, to
the other party, such termination to take effect not sooner than thirty
(30) days after the date of mailing; provided, however, that the
Sub-Custodian shall not act under Section 2.13 hereof in the absence of
receipt of an initial certificate of the Clerk or an Assistant Clerk that
the Trustees of the Fund have approved the initial use of a particular
Securities System and the receipt of an annual certificate of the Clerk or
an Assistant Clerk that the Trustees have reviewed the use by the Fund of
such Securities System, as required in each case by Rule 17f-4 under the
Investment Company Act of 1940; and provided, further, however, that the
Custodian shall not amend or terminate this Agreement in contravention of
any applicable federal or state regulations or any provision of the
Declarations of Trust or By-Laws of the Fund; and provided, further, that
the Custodian may at any time, by action of its Board of Directors, or the
Trustees of the Fund, as the case may be, immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for
the Sub-Custodian by the Comptroller of the Currency or upon the happening
of a like event at the direction of an appropriate regulatory agency or
court of competent jurisdiction.
Upon termination of this Agreement, the Custodian shall pay to the
Sub-Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Sub-Custodian for its
reimbursable costs, expenses and disbursements.
11. Amendment and Interpretation. This Agreement constitutes the entire
understanding and agreement of the parties hereto with respect to the
subject matter hereof. No provision of this Agreement may be amended or
terminated except by a statement in writing signed by the party against
which enforcement of the amendment or termination is sought.
In connection with the operation of this Agreement, the Sub-Custodian and
the Custodian may from time to time agree in writing on such provisions
interpretive of or in addition to the provisions of this Agreement as may
in their joint opinion be consistent with the general tenor of this
Agreement. No interpretive or additional provisions made as provided in
the preceding sentence shall be deemed to be an amendment of this
Agreement.
12. Governing Law. This Agreement is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed
according to the laws of said Commonwealth.
13. Notices. Notices and other writings delivered or mailed postage
prepaid to the Custodian addressed to the Custodian attention: [ ], or to
such other person or address as the Custodian may have designated to the
Sub-Custodian in writing, or to the Sub-Custodian at [ ], or to such
other address as the Sub-Custodian may have designated to the Custodian in
writing, shall be deemed to have been properly delivered or given hereunder
to the respective addressee.
14. Binding Obligation. This Agreement shall be binding on and shall
inure to the benefit of the Custodian and the Sub-Custodian and their
respective successors and assigns, provided that neither party hereto may
assign this Agreement or any of its rights or obligations hereunder without
the prior written consent of the other party.
15. Prior Agreements. This Agreement supersedes and terminates, as of
the date hereof, all prior contracts between the Fund or the Custodian and
the Sub-Custodian relating to the custody of the Fund's assets.
16. Declaration of Trust. A copy of the Agreement and Declaration of
Trust of the Fund is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that the obligations of or
arising out of this instrument are not binding upon any of the Trustees or
beneficiaries individually but binding only upon the assets and property of
the Funds.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of the [ ] day of [ ], 200[ ].
XXXXXX FIDUCIARY TRUST COMPANY
By _______________________
(SUB-CUSTODIAN)
By _______________________
EXHIBIT 1(A)
MASTER FOREIGN SUB-CUSTODIAN AGREEMENT
AGREEMENT made this [ ] day of [ ], 200[ ], between Xxxxxx Fiduciary
Trust Company, a Massachusetts-chartered trust company (the "Custodian"),
and [ ], (the "Sub-Custodian").
WHEREAS, the Sub-Custodian represents to the Custodian that it is eligible
to serve as a custodian for a management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
WHEREAS, the Custodian has entered into a Custodian Agreement between it
and each of the Xxxxxx Funds listed in Schedule A to this Agreement, each
of such Funds acting on its own behalf separately from all the other Funds
and not jointly or jointly and severally with any of the other Funds (each
of the Funds being hereinafter referred to as the "Fund"), and
WHEREAS, the Custodian and the Fund desire to utilize sub-custodians for
the purpose of holding cash and securities of the Fund, and
WHEREAS, the Custodian wishes to appoint the Sub-Custodian as the Fund's
Sub-Custodian,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Appointment of Sub-Custodian. The Custodian hereby employs and
appoints the Sub-Custodian as a sub-custodian for safekeeping of securities
and other assets of the Fund for the term and subject to the provisions of
this Agreement. Upon request, the Custodian shall deliver to the
Sub-Custodian such proxies, powers of attorney or other instruments as may
be reasonably necessary or desirable in connection with the performance by
the Sub-Custodian of its obligations under this Agreement on behalf of the
Fund.
2. Duties of the Sub-Custodian with Respect to Property of the Fund Held
by It. The Custodian may from time to time deposit or direct the deposit
of securities or cash owned by the Fund with the Sub-Custodian. The
Sub-Custodian shall have no responsibility or liability for or on account
of securities, funds or other property of the Fund not so delivered to it.
Except for securities and funds held by 17f-5 Sub-Custodians (as defined in
Section 2.11(b)) the Sub-Custodian shall hold and dispose of the securities
or cash hereafter held by or deposited with the Sub-Custodian as follows:
2.1 Holding Securities. The Sub-Custodian shall hold and, by book-entry
or otherwise, identify as belonging to the Fund all non-cash property which
has been delivered to the Sub-Custodian. All such securities are to be
held or disposed of for, and subject at all times to the instructions of,
the Custodian pursuant to the terms of this Agreement. The Sub-Custodian
shall maintain adequate records identifying the securities as being held by
it as sub-custodian of the Fund.
2.2. Delivery of Securities. The Sub-Custodian shall release and
deliver securities of the Fund held by it hereunder (or in a Securities
System account of the Sub-Custodian) only upon receipt of Proper
Instructions (as defined in Section 2.19), which may be continuing
instructions when deemed appropriate by the parties, and only in the
following cases:
1) Upon sale of such securities for the account of the Fund and receipt
of payment therefor, provided, however, that the Sub-Custodian may release
and deliver securities prior to the receipt of payment therefor if (i) in
the Sub-Custodian's judgment, (A) release and delivery prior to payment is
required by the terms of the instrument evidencing the security or (B)
release and delivery prior to payment is the prevailing method of settling
securities transactions between institutional investors in the applicable
market and (ii) release and delivery prior to payment is in accordance with
generally accepted trade practice and with any applicable governmental
regulations and the rules of Securities Systems or other securities
depositories and clearing agencies in the applicable market. The
Sub-Custodian agrees, upon request, to advise the Custodian of all pending
transactions in which release and delivery will be made prior to the
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;
4) To the depository agent in connection with tender or other similar
offers for such securities; provided that, in any such case, the cash or
other consideration is thereafter to be delivered to the Sub-Custodian;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any such
case, the cash or other consideration is thereafter to be delivered to the
Sub-Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Fund or into the name of any nominee or nominees of the Sub-Custodian
or into the name or nominee name of any agent appointed pursuant to Section
2.11 or any other name permitted pursuant to Section 2.3; or for exchange
for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units; provided
that, in any such case, the new securities are thereafter to be delivered
to the Sub-Custodian;
7) Upon the sale of such securities for the account of the Fund, to the
broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that, in any such case,
the Sub-Custodian shall have no responsibility or liability for any loss
arising from the delivery of such securities prior to receiving payment for
such securities except as may arise from the Sub-Custodian's own negligence
or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and cash, if
any, thereafter are to be delivered to the Sub-Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities or
the surrender of interim receipts or temporary securities for definitive
securities; provided that, in any such case, the now securities and cash,
if any, are thereafter to be delivered to the Sub-Custodian;
10) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of collateral the adequacy and timing of
receipt of which shall be as agreed upon from time to time in writing by
the Custodian and the Sub-Custodian, which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities;
11) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against receipt of
amounts borrowed;
12) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent"), for delivery to such Transfer Agent or to the
shareholders of the Fund in connection with distributions in kind, in
satisfaction of requests by shareholders for repurchase or redemption;
13) For delivery to the Custodian or another sub-custodian of the Fund;
and
14) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees or
of the Executive Committee of the Fund signed by an officer of the Fund and
certified by its Clerk or an Assistant Clerk, specifying the securities to
be delivered, setting forth the purpose for which such delivery is to be
made, declaring such purposes to be proper corporate purposes, and naming
the person or persons to whom delivery of such securities is to be made.
2.3 Registration of Securities. Securities of the Fund held by the
Sub-Custodian hereunder (other than bearer securities) shall be registered
in the name of the Fund or in the name of any nominee of the Fund or of any
nominee of the Sub-Custodian or any 17f-5 Sub-Custodian or Foreign
Depository (as each of those terms is defined in Section 2.11(b)), which
nominee shall be assigned exclusively to the Fund, unless the Fund has
authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment
adviser as the Fund, or in the name or nominee name of any agent appointed
pursuant to Section 2.11(a). Notwithstanding the foregoing, the
Sub-Custodian or agent thereof or any 17f-5 Sub-Custodian or Foreign
Depository may hold securities of the Fund in a nominee name which is used
for its other clients provided that such name is not used by the
Sub-Custodian, agent, 17f-5 Sub-Custodian or Foreign Depository for its own
securities and that securities of the Fund are, by book-entry or otherwise,
at all times identified as belonging to the Fund and distinguished from
other securities held for other clients using the same nominee name. In
addition, and notwithstanding the foregoing, the Sub-Custodian or agent
thereof or 17f-5 Sub-Custodian or Foreign Depository may hold securities of
the Fund in its own name if such registration is the prevailing method in
the applicable market by which custodians register securities of
institutional clients and provided that securities of the Fund are, by
book-entry or otherwise, at all times identified as belonging to the Fund
and distinguished from other securities held for other clients or for the
Sub-Custodian or agent thereof or 17f-5 Sub-Custodian or Foreign
Depository. All securities accepted by the Sub-Custodian under the terms
of this Agreement shall be in good delivery form.
2.4 Bank Accounts. The Sub-Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund or of the Custodian for
the benefit of the Fund, subject only to draft or order by the
Sub-Custodian acting pursuant to the terms of this Agreement or by the
Custodian acting pursuant to the Custodian Agreement, and shall hold in
such account or accounts, subject to the provisions hereof, to the
Sub-Custodian's credit as sub-custodian of the Fund or the Custodian's
credit as custodian for the Fund, cash received for the account of the Fund
other than cash maintained by the Fund in a bank account established and
used in accordance with Rule 17f-3 under the 1940 Act or cash held as
deposits with 17f-5 Sub-Custodians in accordance with the following
paragraph. The responsibilities of the Sub-Custodian for cash, including
foreign currency, of the Fund accepted on the Sub-Custodian's books as a
deposit shall be that of a U.S. bank for a similar deposit.
The Sub-Custodian may open a bank account on the books of a 17f-5
Sub-Custodian in the name of the Fund or of the Sub-Custodian as a
sub-custodian for the Fund, and may deposit cash, including foreign
currency, of the Fund in such account, and such funds shall be withdrawable
only pursuant to draft or order of the Sub-Custodian. The records for such
account will be maintained by the Sub-Custodian but such account shall not
constitute a deposit liability of the Sub-Custodian. The responsibilities
of the Sub-Custodian for deposits maintained in such account shall be the
same as and no greater than the Sub-Custodian's responsibility in respect
of other portfolio securities of the Fund.
The Sub-Custodian shall be liable for actual losses incurred by the Fund
attributable to any failure on the part of the Sub-Custodian to report
accurate cash availability information with respect to the bank accounts
referred to in this Section 2.4.
2.5 Payments for Shares. The Sub-Custodian shall maintain custody of
amounts received from the Transfer Agent of the Fund for shares of the Fund
issued by the Fund and sold by its distributor and deposit such amounts
into the Fund's account. The Sub-Custodian will provide timely
notification to the Custodian and the Transfer Agent of any receipt by it
of payments for shares of the Fund.
2.6 Availability of Federal Funds. Upon mutual agreement between the
Custodian and the Sub-Custodian, the Sub-Custodian shall, upon the receipt
of Proper Instructions, make federal funds available to the Custodian for
the account of the Fund as of specified times agreed upon from time to time
by the Custodian and the Sub-Custodian with respect to amounts received by
the Sub-Custodian for the purchase of shares of the Fund.
2.7 Collection of Income. The Sub-Custodian shall collect on a timely
basis all income and other payments with respect to registered securities
held hereunder, including securities held in a Securities System, to which
the Fund shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and
other payments with respect to bearer securities if, on the date of payment
by the issuer, such securities are held hereunder and shall credit such
income, as collected, to the Fund's account. Without limiting the
generality of the foregoing, the Sub-Custodian shall detach and present for
payment all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on securities held
hereunder. Arranging for the collection of income due the Fund on
securities loaned pursuant to the provisions of Section 2.2(10) shall be
the responsibility of the Custodian. The Sub-Custodian will have no duty
or responsibility in connection therewith, other than to provide the
Custodian with such information or data as may be necessary to assist the
Custodian in arranging for the timely delivery to the Sub-Custodian of the
income to which the Fund is properly entitled.
2.8 Payment of Fund Monies. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the parties, the
Sub-Custodian shall cause monies of the Fund to be paid out in the
following cases only:
1) Upon the purchase of securities for the account of the Fund but only
(a) against the delivery of such securities to the Sub-Custodian (or any
bank, banking firm or trust company doing business in the United States or
abroad which is qualified under the 1940 Act, as amended, to act as a
custodian and has been designated by the Sub-Custodian as its agent for
this purpose) or any 17f-5 Sub-Custodian or any Foreign Depository (as each
of those terms is defined in Section 2.11(b)) registered in the name of the
Fund or in the name of a nominee referred to in Section 2.3 hereof or in
proper form for transfer, provided, however, that the Sub-Custodian may
cause monies of the Fund to be paid out prior to delivery of such
securities if (i) in the Sub-Custodian's judgment, (A) payment prior to
delivery is required by the terms of the instrument evidencing the security
or (B) payment prior to delivery is the prevailing method of settling
securities transactions between institutional investors in the applicable
market and (ii) payment prior to delivery is in accordance with generally
accepted trade practice and with any applicable governmental regulations
and the rules of Securities Systems or other securities depositories and
clearing agencies in the applicable market. The Sub-Custodian agrees, upon
request, to advise the Custodian of all pending transactions in which
payment will be made prior to the receipt of securities in accordance with
the proviso to the foregoing sentence; (b) in the case of a purchase
effected through a Securities System, in accordance with the conditions set
forth in Section 2.12 hereof; or (c) (i) in the case of a repurchase
agreement entered into between the Fund and the Sub-Custodian, another bank
or a broker-dealer, against delivery of the securities either in
certificate form or through an entry crediting the Sub-Custodian's or its
agent's non-proprietary account at any Federal Reserve Bank with such
securities or (ii) in the case of a repurchase agreement entered into
between the Fund and the Sub-Custodian, against delivery of a receipt
evidencing purchase by the Fund of securities owned by the Sub-Custodian
along with written evidence of the agreement by the Sub-Custodian to
repurchase such securities from the Fund; or (d) for transfer to a time
deposit account of the Fund in any bank, whether domestic or foreign, which
transfer may be effected prior to receipt of a confirmation of the deposit
from the applicable bank or a financial intermediary;
2) In connection with conversion, exchange or surrender or tender or
exercise of securities owned by the Fund as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of shares issued by the Fund as set
forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the
Fund: interest, taxes, management, accounting, custodian and sub-custodian,
transfer agent and legal fees, including the Custodian's fee; and operating
expenses of the Fund whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses;
5) For the payment of any dividends or other distributions declared to
shareholders of the Fund;
6) For transfer to the Custodian or another sub-custodian of the Fund;
and
7) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Trustees or
of the Executive Committee of the Fund signed by an officer of the Fund and
certified by its Clerk or Assistant Clerk, specifying the amount of such
payment, setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the person or
persons to whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as otherwise provided in this Agreement, in any and every case
where payment for purchase of securities for the account of the Fund is
made by the Sub-Custodian in advance of receipt of the securities purchased
in the absence of Proper Instructions from the Custodian to so pay in
advance, the Sub-Custodian shall be absolutely liable to the Fund and the
Custodian in the event any loss results to the Fund or the Custodian from
the payment by the Sub-Custodian in advance of delivery of such securities.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund.
From such funds as may be available, the Sub-custodian shall, upon receipt
of Proper Instructions, make funds available for payment to a shareholder
of the Fund who has delivered to the Transfer Agent a request for
redemption or repurchase of shares of the Fund. In connection with the
redemption or repurchase of shares of the Fund, the Sub-Custodian, upon
receipt of Proper Instructions, is authorized to wire funds to or through a
commercial bank designated by the redeeming shareholder. In connection
with the redemption or repurchase of shares of the Fund, the Sub-Custodian,
upon receipt of Proper Instructions, shall honor checks drawn on the
Sub-Custodian by a shareholder, when presented to the Sub-Custodian in
accordance with such procedures and controls as are mutually agreed upon
from time to time among the Fund, the Custodian and the Sub-Custodian.
2.11 Appointment of Agents and Sub-Custodians Pursuant to Rule 17f-5.
(a) Agents. Without limiting its own responsibility for its obligations
assumed hereunder, the Sub-Custodian may at any time and from time to time
engage, at its own cost and expense, as an agent to act for the Fund on the
Sub-Custodian's behalf with respect to any such obligations any bank or
trust company which meets the requirements of the 1940 Act, and the rules
and regulations thereunder, to perform services delegated to the
Sub-Custodian hereunder, provided that the Fund and the Custodian shall
have approved in writing any such bank or trust company. All agents of the
Sub-Custodian shall be subject to the instructions of the Sub-Custodian and
not the Custodian. The Sub-Custodian may, at any time in its discretion,
and shall at the Custodian's direction, remove any bank or trust company
which has been appointed as an agent, and shall in either case promptly
notify the Custodian and the Fund in writing of the completion of any such
action.
The agents which the Fund has approved to date are set forth in Schedule B
hereto. Schedule B shall be amended from time to time as approved agents
are changed, added or deleted. The Custodian shall be responsible for
informing the Sub-Custodian sufficiently in advance of a proposed
investment which is to be held at a location not listed on Schedule B, in
order that there shall be sufficient time for the Fund to give the approval
required by the preceding paragraph and for the Sub-Custodian to complete
the appropriate contractual and technical arrangements with such agent.
The engagement by the Sub-Custodian of one or more agents shall not relieve
the Sub-Custodian of its responsibilities or liabilities hereunder.
(b) 17f-5 Sub-Custodians. Securities, funds and other property of the
Fund may be held by sub-custodians appointed pursuant to the provisions of
this Section 2.11 (each, a "17f-5 Sub-Custodian"). The Sub-Custodian may,
at any time and from time to time, appoint any bank or trust company (that
meets the requirements of a custodian or a foreign custodian under the
Investment Company Act of 1940 and the rules and regulations thereunder,
including without limitation Rule 17f-5 thereunder, or that has received an
order of the Securities and Exchange Commission ("SEC") exempting it from
any of such requirements that it does not meet) to act as a 17f-5
Sub-Custodian for the Fund, provided that the Fund shall have approved in
writing (1) any such bank or trust company and the sub-custodian agreement
to be entered into between such bank or trust company and the
Sub-Custodian, and (2) the 17f-5 Sub-Custodian's offices or branches at
which the 17f-5 Sub-Custodian is authorized to hold securities, cash and
other property of the Fund. Upon such approval by the Fund, the
Sub-Custodian is authorized on behalf of the Fund to notify each 17f-5
Sub-Custodian of its appointment as such. The Sub-Custodian may, at any
time in its discretion, remove any bank or trust company that has been
appointed as a 17f-5 Sub-Custodian.
Those 17f-5 Sub-Custodians and their offices or branches which the Fund has
approved to date are set forth on Schedule C hereto. Such Schedule C shall
be amended from time to time as 17f-5 Sub-Custodians, branches or offices
are changed, added or deleted. The Custodian shall be responsible for
informing the Sub-Custodian sufficiently in advance of a proposed
investment which is to be held at a location not listed on Schedule C, in
order that there shall be sufficient time for the Fund to give the approval
required by the preceding paragraph and for the Sub-Custodian to put the
appropriate arrangements in place with such 17f-5 Sub-Custodian pursuant to
such sub-custodian agreement.
With respect to the securities and funds held by a 17f-5 Sub-Custodian,
either directly or indirectly, including demand and interest bearing
deposits, currencies or other deposits and foreign exchange contracts, the
Sub-Custodian shall be liable to the Custodian and the Fund if and only to
the extent that such 17f-5 Sub-Custodian is liable to the Sub-Custodian and
the Sub-Custodian recovers under the applicable sub-custodian agreement,
provided, however, that the foregoing limitation shall not apply if such
17f-5 Sub-Custodian's liability to the Sub-Custodian is limited because the
applicable sub-custodian agreement does not contain provisions
substantially similar to the provisions of Section 2 (but not including
Section 2.12) of this Agreement. The Sub-Custodian shall also be liable to
the Custodian and the Fund for its own negligence in transmitting any
instructions received by it from the Fund or the Custodian and for its own
negligence in connection with the delivery of any securities or funds held
by it to any such 17f-5 Sub-Custodian.
The Custodian or the Fund may authorize the Sub-Custodian or one or more of
the 17f-5 Sub-Custodians to use the facilities of one or more foreign
securities depositories or clearing agencies (each, a "Foreign Depository")
that is permitted to be used by registered investment companies by a Rule
or Rules of the SEC or that has received an order of the SEC exempting it
from any of such requirements that it does not meet. The records of the
Sub-Custodian or a 17f-5 Sub-Custodian employing a Foreign Depository or
clearing agency shall identify those securities belonging to the Fund which
are maintained in such a Foreign Depository. The engagement by the
Sub-Custodian of one or more Foreign Depositories shall not relieve the
Sub-Custodian of its responsibilities or liabilities hereunder. The
Foreign Depositories which the Fund has approved to date are set forth in
Schedule C hereto. Schedule C shall be amended from time to time as
approved Foreign Depositories are changed, added or deleted. The Custodian
shall be responsible for informing the Sub-Custodian sufficiently in
advance of a proposed investment which is to be held at a location not
listed on Schedule C, in order that there shall be sufficient time for the
Fund to give the approval required by the preceding paragraph and for the
Sub-Custodian to complete the appropriate contractual and technical
arrangements with such Foreign Depository.
In the event that any 17f-5 Sub-Custodian appointed pursuant to the
provisions of this Section 2.11 fails to perform any of its obligations
under the terms and conditions of the applicable sub-custodian agreement,
the Sub-Custodian shall use its best efforts to cause such 17f-5
Sub-Custodian to perform such obligations. In the event that the
Sub-Custodian is unable to cause such 17f-5 Sub-Custodian to perform fully
its obligations thereunder, the Sub-Custodian shall forthwith upon the
Custodian's request terminate such 17f-5 Sub-Custodian as a sub-custodian
for the Fund and, if necessary or desirable, appoint another 17f-5
Sub-Custodian in accordance with the provisions of this Section 2.11. At
the election of the Custodian, it shall have the right to enforce and shall
be subrogated to the Sub-Custodian's rights against any such 17f-5
Sub-Custodian for loss or damage caused the Fund by such 17f-5
Sub-Custodian.
At the written request of the Fund, the Sub-Custodian will terminate as a
sub-custodian for the Fund any 17f-5 Sub-Custodian appointed pursuant to
the provisions of this Section 2.11 in accordance with the termination
provisions under the applicable sub-custodian agreement. The Sub-Custodian
will not amend any sub-custodian agreement or agree to change or permit any
changes thereunder except upon the prior written approval of the Fund.
In the event the Sub-Custodian makes any payment to a 17f-5 Sub-Custodian
under the indemnification provisions of any sub-custodian agreement, no
more than thirty days after written notice to the Custodian of the
Sub-Custodian's having made such payment, the Custodian will reimburse the
Sub-Custodian the amount of such payment except in respect of any
negligence or misconduct of the Sub-Custodian.
2.13 Deposit of Fund Assets in Securities Systems. The Sub-Custodian
may deposit and/or maintain securities owned by the Fund in a clearing
agency registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S. Department
of the Treasury or by a federal agency (collectively referred to herein as
"Securities System") in accordance with applicable rules and regulations
(including Rule 17f-4 of the 1940 Act), and subject to the following
provisions:
1) The Sub-Custodian may, either directly or through one or more agents,
keep securities of the Fund in a Securities System provided that such
securities are represented in an account ("Account") of the Sub-Custodian
or such an agent in the Securities System which shall not include any
assets other than assets held as a fiduciary, custodian or otherwise for
customers;
2) The records of the Sub-Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3) The Sub-Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of an
entry on the records of the Sub-Custodian to reflect such payment and
transfer for the account of the Fund. The Sub-Custodian shall transfer
securities sold for the account of the Fund upon (i) receipt of advice from
the Securities System that payment for such securities has been transferred
to the Account, and (ii) the making of an entry on the records of the
Sub-Custodian to reflect such transfer and payment for the account of the
Fund. Copies of all advices from the Securities System of transfers of
securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Sub-Custodian or such an agent and be
provided to the Fund or the Custodian at the Custodian's request. The
Sub-Custodian shall furnish the Custodian confirmation of each transfer to
or from the account of the Fund in the form of a written advice or notice
and shall furnish to the Custodian copies of daily transaction statements
reflecting each day's transactions in the Securities System for the account
of the Fund on the next business day;
4) The Sub-Custodian shall provide the Custodian with any report
obtained by the Sub-Custodian on the Securities System's accounting system,
internal accounting controls and procedures for safeguarding securities
deposited in the Securities System;
5) The Sub-Custodian shall utilize only such Securities Systems as are
set forth in a list provided by the Custodian of Securities Systems
approved for use by the Board of Trustees of the Fund, which list will be
amended from time to time by the Custodian as may be necessary to reflect
any subsequent action taken by the Trustees of the Fund;
6) Anything to the contrary in this Agreement notwithstanding, the
Sub-Custodian shall be liable to the Fund and the Custodian for any loss or
damage to the Fund or the Custodian resulting from use of the Securities
System by reason of any negligence, misfeasance or misconduct of the
Sub-Custodian or any of its agents or of any of its or their employees or
from failure of the Sub-Custodian or any such agent or employee to enforce
effectively such rights as it may have against the Securities System. At
the election of the Custodian, it shall be entitled to be subrogated to the
rights of the Sub-Custodian with respect to any claim against the
Securities System or any other person which the Sub-Custodian may have as a
consequence of any such loss or damage if and to the extent that the Fund
and the Custodian have not been made whole for any such loss or damage.
2.14 Depositary Receipts. Only upon receipt of Proper Instructions, the
Sub-Custodian shall instruct a 17f-5 Sub-Custodian appointed pursuant to
Section 2.11(b) hereof or an agent of the Sub-Custodian appointed pursuant
to Section 2.11(a) hereof (an "Agent") to surrender securities to the
depositary used by an issuer of American Depositary Receipts or
International Depositary Receipts (hereinafter collectively referred to as
"ADRs") for such securities against a written receipt therefor adequately
describing such securities and written evidence satisfactory to the 17f-5
Sub-Custodian or Agent that the depositary has acknowledged receipt of
instructions to issue with respect to such securities ADRs in the name of
the Sub-Custodian, or a nominee of the Sub-Custodian, for delivery to the
Sub-Custodian in Boston, Massachusetts, or at such other place as the
Sub-Custodian may from time to time designate.
Only upon receipt of Proper Instructions, the Sub-Custodian shall surrender
ADRs to the issuer thereof against a written receipt therefor adequately
describing the ADRs surrendered and written evidence satisfactory to the
Sub-Custodian that the issuer of the ADRs has acknowledged receipt of
instructions to cause its depository to deliver the securities underlying
such ADRs to a 17f-5 Sub-Custodian or an Agent.
2.15 Foreign Exchange Transactions and Futures Contracts. Only upon
receipt of Proper Instructions, the Sub-Custodian shall enter into foreign
exchange contracts or options to purchase and sell foreign currencies for
spot and future delivery on behalf and for the account of the Fund or shall
enter into futures contracts or options on futures contracts. Such
transactions may be undertaken by the Sub-Custodian with such banking
institutions, including the Sub-Custodian and 17f-5 Sub-Custodian(s)
appointed pursuant to Section 2.11(b), as principals, as approved and
authorized by the Fund. In connection with such transaction, the
Sub-Custodian is authorized to make free outgoing payments of cash in the
form of U.S. Dollars or foreign currency without receiving confirmation of
a foreign exchange contract, futures contract or option thereon or
confirmation that the countervalue currency completing the foreign exchange
contract or futures contract has been delivered or received or that the
option has been delivered or received. Foreign exchange contracts, futures
contracts and options, other than those executed with the Sub-Custodian as
principal, shall for all purposes of this Agreement be deemed to be
portfolio securities of the Fund.
2.16 Option Transactions. Only upon receipt of Proper Instructions, the
Sub-Custodian shall enter into option transactions in accordance with the
provisions of any agreement among the Fund, the Custodian, and/or the
Sub-Custodian and a broker-dealer.
2.17 Ownership Certificates for Tax Purposes. The Sub-Custodian shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments
with respect to securities held by it hereunder and in connection with
transfers of securities.
2.18 Proxies. The Sub-Custodian shall, with respect to the securities
held hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered other than in the name of
the Fund, all proxies that are received by the Sub-Custodian, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Custodian such proxies, all proxy soliciting
materials and all notices relating to such securities.
2.19 Communications Relating to Fund Portfolio Securities. The
Sub-Custodian shall transmit promptly to the Custodian all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection therewith)
received by the Sub-Custodian from issuers of the securities being held for
the account of the Fund. With respect to tender or exchange offers, the
Sub-Custodian shall transmit promptly to the Custodian all written
information received by the Sub-Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Fund desires to take action
with respect to any tender offer, exchange offer or any other similar
transactions, the Custodian shall notify the Sub-Custodian of the action
the Fund desires the Sub-Custodian to take; provided, however, that the
Sub-Custodian shall not be liable to the Fund or the Custodian for the
failure to take any such action unless Proper Instructions are received by
the Sub-Custodian at least two business days prior to the date on which the
Sub-Custodian is to take such action, or in the case of foreign securities,
such longer periods as shall have been agreed upon in writing by the
Custodian and the Sub-Custodian, which may be in the form of written
operating procedures or standards.
2.20 Proper Instructions. Proper Instructions as used throughout this
Agreement means a writing signed or initialed by one or more persons who
are authorized by the Trustees of the Fund and by the Custodian. Each such
writing shall set forth the specific transaction or type of transaction
involved. Oral instructions will be considered Proper Instructions if the
Sub-Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Custodian shall cause all oral instructions to be confirmed
in writing. Proper Instructions shall also include communications effected
directly between the Custodian and Sub-Custodian by electro-mechanical or
electronic devices, provided that the Custodian and the Sub-Custodian have
approved such procedures. Notwithstanding the foregoing, no Trustee,
officer, employee or agent of the Fund shall be permitted access to any
securities or similar investments of the Fund deposited with the
Sub-Custodian or any agent for any reason except in accordance with the
provisions of Rule 17f-2 under the 0000 Xxx.
2.21 Actions Permitted without Express Authority. The Sub-Custodian may
in its discretion, without express authority from the Custodian:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to the
Custodian;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Fund held by the
Sub-Custodian hereunder except as otherwise directed by the Custodian.
2.22 Evidence of Authority. The Sub-Custodian shall be protected in
acting upon any instruction, notice, request, consent, certificate or other
instrument or paper reasonably believed by it to be genuine and to have
been properly executed by or on behalf of the Fund or the Custodian as
custodian of the Fund.
2.23 Performance Standards. The Sub-Custodian shall use its best
efforts to perform its duties hereunder in accordance with such standards
as are agreed upon from time to time by the Custodian and the
Sub-Custodian.
3. Records. The Sub-Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Trustees of the Fund
to keep the books of account of the Fund or, if directed in writing to do
so by the Custodian, shall itself keep such books of account. The
Sub-Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet
the obligations of the Fund under the 1940 Act, with particular attention
to Sections 17(f) and 31 thereof and Rules 17f-2, 31a-1 and 31a-2
thereunder; the Sub-Custodian shall also create and maintain such records
as are required by applicable federal and state tax laws, and any other law
or administrative rules or procedures which may be applicable to the Fund
or the Custodian, such laws, rules or procedures to be specified by the
Custodian from time to time. All such records shall be the property of the
Fund and shall at all times during the regular business hours of the
Sub-Custodian be open for inspection by duly authorized officers, employees
or agents of the Custodian and the Fund and employees and agents of the
Securities and Exchange Commission. The Sub-Custodian shall, at the
Custodian's request, supply the Custodian with a tabulation of securities
owned by the Fund and held under this Agreement and shall, when requested
to do so by the Custodian and for such compensation as shall be agreed upon
between the Custodian and Sub-Custodian, include certificate numbers in
such tabulations.
4. Opinion and Reports of the Fund's Independent Accountant. The
Sub-Custodian shall take all reasonable actions, as the Custodian may from
time to time request, to furnish such information with respect to its
activities hereunder as the Fund's independent public accountant may
request in connection with the accountant's verification of the Fund's
securities and similar investments as required by Rule 17f-2 under the 1940
Act, the preparation of the Fund's registration statement and amendments
thereto, the Fund's reports to the Securities and Exchange Commission and
with respect to any other requirements of such Commission.
5. Reports of Sub-Custodian's Independent Accountant. The Sub-Custodian
shall provide the Custodian, at such times as the Custodian may reasonably
require, with reports by an independent public accountant on the accounting
system, internal accounting controls and procedures for safeguarding
securities, including securities deposited and/or maintained in a
Securities System, relating to the services provided by the Sub-Custodian
under this Agreement; such reports, which shall be of sufficient scope and
in sufficient detail as may reasonably be required by the Custodian, shall
provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and if there are no such inadequacies, shall
so state.
6. Compensation. The Sub-Custodian shall be entitled to reasonable
compensation for its services and expenses as sub-custodian, as agreed upon
from time to time between the Custodian and the Sub-Custodian.
7. Responsibility of Sub-Custodian. The Sub-Custodian shall exercise
reasonable care and diligence in carrying out the provisions of this
Agreement and shall not be liable to the Fund or the Custodian for any
action taken or omitted by it in good faith without negligence or willful
misconduct. So long as and to the extent that it is in the exercise of
reasonable care, the Sub-Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Agreement and shall be
held harmless in acting upon any notice, request, consent, certificate or
other instrument reasonably believed by it to be genuine and, if in
writing, reasonably believed to be signed by the proper party or parties.
It shall be entitled to rely on and may act upon advice of counsel (who may
be counsel for the Fund) on all matters and shall be without liability for
any action reasonably taken or omitted pursuant to such advice.
Notwithstanding the foregoing, the responsibility of the Sub-Custodian with
respect to redemptions effected by check shall be in accordance with a
separate agreement entered into between the Custodian and the
Sub-Custodian. It is also understood that the Sub-Custodian shall not be
liable for any loss resulting from a Sovereign Risk. A "Sovereign Risk"
shall mean nationalization, expropriation, devaluation, revaluation,
confiscation, seizure, cancellation, destruction or similar action by any
governmental authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges affecting
the Fund's property; or acts of war, terrorism, insurrection or revolution;
or any other similar act or event beyond the Sub-Custodian's control.
The Sub-Custodian shall protect the Fund and the Custodian from losses to
the Fund resulting from any act or failure to act of the Sub-Custodian in
violation of its duties hereunder or of any law applicable to the
Sub-Custodian's duties hereunder.
If the Custodian requires the Sub-Custodian to take any action with respect
to securities, which action involves the payment of money or which action
may, in the opinion of the Sub-Custodian, result in the Sub-Custodian's
being liable for the payment of money or incurring liability of some other
form, the Custodian, as a prerequisite to requiring the Sub-Custodian to
take such action, shall provide indemnity to the Sub-Custodian in an amount
and form satisfactory to the Sub-Custodian.
The Custodian agrees to indemnify and hold harmless the Sub-Custodian from
and against all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) (collectively, "Authorized Charges")
incurred or assessed against it or its nominee in connection with the
performance of this Agreement, except such as may arise from its own
negligent action, negligent failure to act or willful misconduct. The
Sub-Custodian is authorized to charge any account of the Fund for such
items and such fees. To secure any such Authorized Charges and any
advances of cash or securities made by the Sub-Custodian to or for the
benefit of the Fund for any purpose which results in the Fund's incurring
an overdraft at the end of any business day or for extraordinary or
emergency purposes during any business day, the Custodian on behalf of the
Fund hereby represents that it has obtained from the Fund authorization to
apply available cash in any account maintained by the Sub-Custodian on
behalf of the Fund and a security interest in and pledge to the
Sub-Custodian of securities of the Fund held by the Sub-Custodian
(including those which may be held in a Securities System) up to a maximum
of 10% of the value of the net assets held by the Sub-Custodian for the
purposes of securing payment of any Authorized Charges and any advances of
cash or securities, and that the Fund has agreed, from time to time, to
designate in writing, or to cause its investment adviser to, or permit the
Custodian to, designate in writing, the securities subject to such security
interest and pledge with such specificity and detail as the Sub-Custodian
may reasonably request (and in the absence of such designation to permit
the Sub-Custodian so to designate securities). The Custodian hereby grants
on behalf of the Fund a security interest and pledge to the Sub-Custodian,
as aforesaid, in securities and available cash, as security for any
Authorized Charges and any advances of cash or securities and agrees that,
should the Fund or the Custodian fail to repay promptly any Authorized
Charges and any advances of cash or securities, the Sub-Custodian shall be
entitled to use such available cash and to dispose of such pledged
securities as is necessary to repay any such Authorized Charges or any
advances of cash or securities and to exercise the rights of a secured
party under the Uniform Commercial Code.
The Custodian agrees not to amend the third paragraph of Section 9 of the
Custodian Agreement unless it provides the Sub-Custodian with at least
thirty (30) days' prior written notice of the substance of any proposed
amendments, provided that the foregoing shall not be construed to in any
way to provide that the Sub-Custodian's consent shall be required to make
such an amendment effective or that the Sub-Custodian's failure to give
such consent shall in any way affect its obligations under this Agreement.
8. Successor Sub-Custodian. If a successor sub-custodian shall be
appointed by the Custodian, the Sub-Custodian shall, upon termination and
upon receipt of Proper Instructions, cause to be delivered to such
successor sub-custodian, duly endorsed and in the form for transfer, all
securities, funds and other property of the Fund then held by it and all
instruments held by the Sub-Custodian related thereto and cause the
transfer to an account of the successor sub-custodian all of the Fund's
securities held in any Securities Systems.
If no such successor sub-custodian shall be appointed, the Sub-Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Trustees of the Fund, cause to be transferred such securities, funds and
other property in accordance with such vote.
In the event that no written order designating a successor sub-custodian or
certified copy of a vote of the Trustees shall have been delivered to the
Sub-Custodian on or before the date when such termination shall become
effective, then the Sub-Custodian shall have the right to deliver to a bank
or trust company, which meets the requirements of the 1940 Act and the
rules and regulations thereunder, all securities, funds and other
properties of the Fund. Thereafter, such bank or trust company shall be
the successor of the Sub-Custodian under this Agreement.
In the event that securities, funds and other property remain in the
possession of the Sub-Custodian after the date of termination hereof owing
to failure of the Custodian to obtain a certified copy of the Trustees
appointing a successor sub-custodian, the Sub-Custodian shall be entitled
to fair compensation for its services during such period as the
Sub-Custodian retains possession of such securities, funds and other
property and the provisions of this Agreement relating to the duties and
obligations of the Sub-Custodian shall remain in full force and affect.
9. Effective Period; Termination and Amendment. This Agreement shall
become effective as of its execution, shall continue in full force and
effect until terminated as hereinafter provided, may be amended at any time
by mutual agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage prepaid, to
the other party, such termination to take effect not sooner than thirty
(30) days after the date of mailing; provided, that either party may at any
time immediately terminate this Agreement in the event of the appointment
of a conservator or receiver for the other party or upon the happening of a
like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. No provision of this Agreement may be amended or
terminated except by a statement in writing signed by the party against
which enforcement of the amendment or termination is sought.
Upon termination of this Agreement, the Custodian shall pay to the
Sub-Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Sub-Custodian for its
reimbursable costs, expenses and disbursements. The provisions of Section
7, including, until any Authorized Charges and any advances of cash or
securities referred to therein are repaid, all liens and security interests
created pursuant thereto, and all rights to indemnification, shall survive
any termination of this Agreement.
10. Interpretation. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter
hereof. In connection with the operation of this Agreement, the
Sub-Custodian and the Custodian may from time to time agree in writing on
such provisions interpretive of or in addition to the provisions of this
Agreement as may in their joint opinion be consistent with the general
tenor of this Agreement. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.
11. Governing Law. This Agreement is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed
according to the internal laws of said Commonwealth, without regard to
principles of conflicts of law.
12. Notices. Notices and other writings delivered or mailed postage
prepaid to the Custodian addressed to the Custodian attention: Xxxxxx X.
Xxxxx, Senior Vice President, The Putnam Companies, 00 Xxxx Xxxxxx, Xxxxxx,
XX 00000 or to such other person or address as the Custodian may have
designated to the Sub-Custodian in writing, or to the Sub-Custodian
attention: [ ] or to such other address as the Sub-Custodian may have
designated to the Custodian in writing, shall be deemed to have been
properly delivered or given hereunder to the respective addressee.
13. Binding Obligation. This Agreement shall be binding on and shall
inure to the benefit of the Custodian and the Sub-Custodian and their
respective successors and assigns, provided that neither party hereto may
assign this Agreement or any of its rights or obligations hereunder without
the prior written consent of the other party.
14. Prior Agreements. This Agreement supersedes and terminates, as of
the date hereof, all prior contracts between the Fund or the Custodian and
the Sub-Custodian relating to the custody of the Fund's assets.
15. Declaration of Trust. A copy of the Declaration of Trust of the
Fund is on file with the Secretary of The Commonwealth of Massachusetts,
and notice is hereby given that the obligations of or arising out of this
instrument are not binding upon any of the Trustees or beneficiaries
individually but binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of the [ ] day of [ ], 200[ ].
XXXXXX FIDUCIARY TRUST COMPANY
By _______________________________
Name:
Title:
(SUB-CUSTODIAN)
By ________________________________
Name:
Title:
The Sub-Custodian and Xxxxxx Investments, Inc. ("Xxxxxx"), the sole owner
of the Custodian, agree that Xxxxxx shall be the primary obligor with
respect to compensation due the Sub-Custodian pursuant to Section 6 of this
Agreement in connection with the Sub-Custodian's performance of its
responsibilities hereunder. The Custodian and Xxxxxx agree to take all
actions necessary and appropriate to assure that the Sub-Custodian shall be
compensated in the amounts and on the schedule agreed to by the Custodian
and the Sub-Custodian pursuant to Section 6.
XXXXXX INVESTMENTS, INC.
By _________________________________
Name:
Title:
XXXXXX FIDUCIARY TRUST COMPANY
By __________________________________
Title:
(SUB-CUSTODIAN)
By __________________________________
Name:
Title:
NF-24.2002
XXXXXX FUNDS
Putnam American Government Income Fund
Xxxxxx Arizona Tax Exempt Income Fund
Xxxxxx Asset Allocation Funds
-Balanced Portfolio
-Conservative Portfolio
-Growth Portfolio
Xxxxxx California Investment Grade Municipal Trust
Xxxxxx California Tax Exempt Income Fund
Xxxxxx California Tax Exempt Money Market Fund
Xxxxxx Capital Appreciation Fund
Xxxxxx Classic Equity Fund
Xxxxxx Convertible Income-Growth Trust
Xxxxxx Diversified Income Trust
Xxxxxx Equity Income Fund
Xxxxxx Europe Growth Fund
Xxxxxx Florida Tax Exempt Income Fund
Xxxxxx Funds Trust
-Xxxxxx Floating Rate Daily Access Fund
-Xxxxxx Growth Fund
-Xxxxxx International Fund 2000
-Xxxxxx International Growth and Income Fund
-Xxxxxx Small Cap Growth Fund
The Xxxxxx Xxxxxx Fund of Boston
Xxxxxx Global Equity Fund
Xxxxxx Global Income Trust
Putnam Global Natural Resources Fund
The Xxxxxx Fund for Growth and Income
Putnam Health Sciences Trust
Putnam High Income Bond Fund
Putnam High Income Opportunities Trust
Xxxxxx High Yield Advantage Fund
Xxxxxx High Yield Municipal Trust
Xxxxxx High Yield Trust
Putnam Income Fund
Putnam Intermediate U.S. Government Income Fund
Putnam International Growth Fund
Xxxxxx Investment Funds
-Putnam Capital Opportunities Fund
-Xxxxxx Growth Opportunities Fund
-Xxxxxx International Blend Fund
-Xxxxxx International New Opportunities Fund
-Xxxxxx International Voyager Fund
-Xxxxxx Mid Cap Value Fund
-Xxxxxx New Value Fund
-Xxxxxx Research Fund
-Xxxxxx Small Cap Value Fund
Xxxxxx Investment Grade Municipal Trust
Xxxxxx Investors Fund
Xxxxxx Managed High Yield Trust
Xxxxxx Managed Municipal Income Trust
Xxxxxx Massachusetts Tax Exempt Income Fund
Xxxxxx Master Income Trust
Xxxxxx Master Intermediate Income Trust
Xxxxxx Michigan Tax Exempt Income Fund
Xxxxxx Minnesota Tax Exempt Income Fund
Xxxxxx Money Market Fund
Xxxxxx Municipal Bond Fund
Xxxxxx Municipal Income Fund
Xxxxxx Municipal Opportunities Trust
Xxxxxx New Jersey Tax Exempt Income Fund
Xxxxxx New Opportunities Fund
Xxxxxx New York Investment Grade Municipal Trust
Xxxxxx New York Tax Exempt Income Fund
Xxxxxx New York Tax Exempt Money Market Fund
Xxxxxx New York Tax Exempt Opportunities Fund
Xxxxxx Ohio Tax Exempt Income Fund
Xxxxxx OTC & Emerging Growth Fund
Xxxxxx Pennsylvania Tax Exempt Income Fund
Xxxxxx Premier Income Trust
Xxxxxx Tax Exempt Income Fund
Xxxxxx Tax Exempt Money Market Fund
Xxxxxx Tax-Free Health Care Fund
Xxxxxx Tax-Free Income Trust
-Xxxxxx Tax-Free High Yield Fund
-Xxxxxx Tax-Free Insured Fund
Xxxxxx Tax Smart Funds Trust
-Xxxxxx Tax Smart Equity Fund
Xxxxxx U.S. Government Income Trust
Putnam Utilities Growth and Income Fund
Putnam Variable Trust
-Putnam VT American Government Income Fund
-Xxxxxx VT Capital Appreciation Fund
-Xxxxxx VT Diversified Income Fund
-Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston
-Xxxxxx VT Global Asset Allocation Fund
-Xxxxxx VT Global Equity Fund
-Xxxxxx VT Growth and Income Fund
-Xxxxxx VT Growth Opportunities Fund
-Xxxxxx VT Health Sciences Fund
-Xxxxxx VT High Yield Fund
-Xxxxxx VT Income Fund
-Xxxxxx VT International Growth Fund
-Xxxxxx VT International Growth and Income Fund
-Xxxxxx VT International New Opportunities Fund
-Xxxxxx VT Investors Fund
-Xxxxxx VT Money Market Fund
-Xxxxxx VT New Opportunities Fund
-Xxxxxx VT New Value Fund
-Xxxxxx VT OTC & Emerging Growth Fund
-Xxxxxx VT Research Fund
-Xxxxxx VT Small Cap Value Fund
-Xxxxxx VT Utilities Growth and Income Fund
-Xxxxxx VT Vista Fund
-Xxxxxx VT Voyager Fund
-Xxxxxx VT Voyager Fund II
Xxxxxx Vista Fund
Xxxxxx Voyager Fund
Xxxxxx Voyager Fund II
