Exhibit 23(g)
AGREEMENT BETWEEN
JPMORGAN CHASE BANK
AND
EACH OF THE INVESTMENT COMPANIES
LISTED ON SCHEDULE A ATTACHED HERETO
TABLE OF CONTENTS
ARTICLE I. DEFINED TERMS 2
---------------------------------------------------------------------
SECTION 1.01. "ACCOUNT" 2
---------------------------------------------------------------------
SECTION 1.02. "AFFILIATE" 2
-------------------------------------------------------------------
SECTION 1.03. "AGREEMENT" 2
------------------------------------------------------------------
SECTION 1.04 "AUTHORIZED PERSON(s)" 2
--------------------------------------------------------
SECTION 1.05. "BANK ACCOUNT" 2
----------------------------------------------------------------
SECTION 1.06. "BANK INSTITUTION" 2
------------------------------------------------------------
SECTION 1.07. "BOARD" 3
-----------------------------------------------------------------------
SECTION 1.08. "BUSINESS DAY" 3
----------------------------------------------------------------
SECTION 1.09. "COMMISSION" 3
------------------------------------------------------------------
SECTION 1.10. "DR" 3
--------------------------------------------------------------------------
SECTION 1.11. "DOMESTIC SUBCUSTODIAN" 3
-------------------------------------------------------
SECTION 1.12. "ELIGIBLE SECURITIES DEPOSITORY" 3
----------------------------------------------
SECTION 1.13. "FOREIGN SUBCUSTODIAN" 3
--------------------------------------------------------
SECTION 1.14. "FUND" 3
------------------------------------------------------------------------
SECTION 1.15. "INSTITUTIONAL CLIENT" 3
--------------------------------------------------------
SECTION 1.16. "INTEREST BEARING DEPOSITS" 4
---------------------------------------------------
SECTION 1.17. "INVESTMENT COMPANY ACT" 4
------------------------------------------------------
SECTION 1.18. "LOANS" 4
-----------------------------------------------------------------------
SECTION 1.19. "OVERDRAFT" 4
-------------------------------------------------------------------
SECTION 1.20. "OVERDRAFT NOTICE" 4
------------------------------------------------------------
SECTION 1.21. "PERSON" 4
----------------------------------------------------------------------
SECTION 1.22. "PROCEDURAL AGREEMENT" 4
--------------------------------------------------------
SECTION 1.23. "PROPER INSTRUCTIONS" 4
---------------------------------------------------------
SECTION 1.24. "PROPERTY" 5
--------------------------------------------------------------------
SECTION 1.25. "SECURITIES SYSTEM" 5
-----------------------------------------------------------
SECTION 1.26. "SEGREGATED ACCOUNT" 5
----------------------------------------------------------
SECTION 1.27. "SERIES" 6
----------------------------------------------------------------------
SECTION 1.28 "SHAREHOLDER SERVICING AGENT" 6
-------------------------------------------------
SECTION 1.29. "SHARES" 6
----------------------------------------------------------------------
SECTION 1.30. "SUBCUSTODIAN" 6
----------------------------------------------------------------
SECTION 1.31. "TERMINATING FUND" 6
------------------------------------------------------------
ARTICLE II. APPOINTMENT OF CUSTODIAN 6
---------------------------------------------------------
ARTICLE III. POWERS AND DUTIES OF CUSTODIAN 7
--------------------------------------------------
SECTION 3.01. SAFEKEEPING 7
-------------------------------------------------------------------
SECTION 3.02. MANNER OF HOLDING SECURITIES 7
--------------------------------------------------
SECTION 3.03. SECURITY PURCHASES AND SALES 9
--------------------------------------------------
SECTION 3.04. EXCHANGES OF SECURITIES 11
------------------------------------------------------
SECTION 3.05. DEPOSITORY RECEIPTS 12
----------------------------------------------------------
i
SECTION 3.06. EXERCISE OF RIGHTS; TENDER OFFERS 12
--------------------------------------------
SECTION 3.07. STOCK DIVIDENDS, RIGHTS, ETC. 13
------------------------------------------------
SECTION 3.08. OPTIONS 13
----------------------------------------------------------------------
SECTION 3.09. FUTURES CONTRACTS 14
------------------------------------------------------------
SECTION 3.10. BORROWINGS 15
-------------------------------------------------------------------
SECTION 3.11. INTEREST BEARING DEPOSITS 15
----------------------------------------------------
SECTION 3.12. FOREIGN EXCHANGE TRANSACTIONS 16
------------------------------------------------
SECTION 3.13. SECURITIES LOANS 17
-------------------------------------------------------------
SECTION 3.14. COLLECTIONS 18
------------------------------------------------------------------
SECTION 3.15. DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS 19
-------------------------------------
SECTION 3.16. PROCEEDS FROM SHARES SOLD 20
----------------------------------------------------
SECTION 3.17. PROXIES, NOTICES, ETC. 20
-------------------------------------------------------
SECTION 3.18. BILLS AND OTHER DISBURSEMENTS 20
------------------------------------------------
SECTION 3.19. NONDISCRETIONARY FUNCTIONS 20
---------------------------------------------------
SECTION 3.20. BANK ACCOUNTS 21
----------------------------------------------------------------
SECTION 3.21. DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS 22
---------------------------------
SECTION 3.22. MAINTENANCE OF ASSETS IN UNDERLYING FUND SYSTEMS 24
-----------------------------
SECTION 3.23. OTHER TRANSFERS 24
--------------------------------------------------------------
SECTION 3.24. ESTABLISHMENT OF SEGREGATED ACCOUNT(s) 25
---------------------------------------
SECTION 3.25. CUSTODIAN'S BOOKS AND RECORDS 25
------------------------------------------------
SECTION 3.26. OPINION OF FUND'S INDEPENDENT CERTIFIES PUBLIC ACCOUNTANTS 26
-------------------
SECTION 3.27. REPORTS BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 27
--------------------------
SECTION 3.28. OVERDRAFTS 27
-------------------------------------------------------------------
SECTION 3.29. REIMBURSEMENT OF ADVANCES 28
----------------------------------------------------
SECTION 3.30. CLAIMS 29
-----------------------------------------------------------------------
ARTICLE IV. PROPER INSTRUCTIONS AND RELATED MATTERS 29
-----------------------------------------
SECTION 4.01. PROPER INSTRUCTIONS 29
----------------------------------------------------------
SECTION 4.02. AUTHORIZED PERSONS 30
-----------------------------------------------------------
SECTION 4.03. PERSON HAVING ACCESS TO ASSETS TO ASSETS OF THE FUND OR SERIES 31
---------------
SECTION 4.04. ACTION OF CUSTODIAN BASED ON PROPER INSTRUCTIONS 31
-----------------------------
ARTICLE V. SUBCUSTODIANS 31
--------------------------------------------------------------------
SECTION 5.01. DOMESTIC SUBCUSTODIANS 31
-------------------------------------------------------
SECTION 5.02. FOREIGN SUBCUSTODIANS 32
--------------------------------------------------------
SECTION 5.03. TERMINATION OF A SUBCUSTODIAN 33
------------------------------------------------
SECTION 5.04. ELIGIBLE SECURITIES DEPOSITORIES 33
---------------------------------------------
ARTICLE VI. STANDARD OF CARE; INDEMNIFICATION 34
-----------------------------------------------
SECTION 6.01. STANDARD OF CARE 34
-------------------------------------------------------------
SECTION 6.02. LIABILITY OF CUSTODIAN FOR ACTIONS OF OTHER PERSONS 37
--------------------------
SECTION 6.03. INDEMNIFICATION 39
--------------------------------------------------------------
SECTION 6.04. FUND'S RIGHT TO PROCEED 41
------------------------------------------------------
ii
ARTICLE VII. COMPENSATION 42
-------------------------------------------------------------------
ARTICLE VIII. TERMINATION 43
-------------------------------------------------------------------
SECTION 8.01. TERMINATION OF AGREEMENT AS TO ONE OR MORE FUNDS 43
------------------------------
SECTION 8.02. TERMINATION AS TO ONE OR MORE SERIES 44
-----------------------------------------
ARTICLE IX. MISCELLANEOUS 45
-------------------------------------------------------------------
SECTION 9.01. EXECUTION OF DOCUMENTS, ETC. 45
-------------------------------------------------
SECTION 9.02. REPRESENTATIVE CAPACITY; NONRECOURSE OBLIGATIONS 45
-----------------------------
SECTION 9.03. SEVERAL OBLIGATIONS OF THE FUNDS AND SERIES 46
----------------------------------
SECTION 9.04. REPRESENTATIONS AND WARRANTIES 46
-----------------------------------------------
SECTION 9.05. ENTIRE AGREEMENT 47
-------------------------------------------------------------
SECTION 9.06. WAIVERS AND AMENDMENTS 47
-------------------------------------------------------
SECTION 9.07. INTERPRETATION 48
---------------------------------------------------------------
SECTION 9.08. CAPTIONS 49
---------------------------------------------------------------------
SECTION 9.09. GOVERNING LAW 49
----------------------------------------------------------------
SECTION 9.10. NOTICES 49
----------------------------------------------------------------------
SECTION 9.11. ASSIGNMENT 50
-------------------------------------------------------------------
SECTION 9.12. COUNTERPARTS 50
-----------------------------------------------------------------
SECTION 9.13 CONFIDENTIALITY; SURVIVAL OF OBLIGATIONS 50
-------------------------------------
SECTION 9.14. SHAREHOLDER COMMUNICATIONS 51
---------------------------------------------------
iii
CUSTODY AGREEMENT
AGREEMENT made this ___ day of _____ between each of the investment
companies listed on Schedule A hereto, as the same may be amended from time to
time and JPMorgan Chase Bank (the "Custodian").
WITNESSETH:
WHEREAS, each Fund (as defined in Section 1.14 below) desires to
appoint the Custodian as custodian on its own behalf and, if a series fund, on
behalf of each of its series, in accordance with the provisions of the
Investment Company Act of 1940, as amended, and the rules and regulation
thereunder, under the terms and conditions set forth in this Custodian
Agreement (including any Schedules or Appendices hereto), as the Custodian has
agreed to act as custodian for such Fund; and
WHEREAS, the Board of Directors/Trustees of each Fund has approved
appointment of the Custodian as "Foreign Custody Manager," as such term is
defined in Rule 17f-5 under the Investment Company Act of 1940, as amended, of
such Fund, and the Custodian has agreed to assume the responsibilities of a
Foreign Custody Manager under the terms and conditions of this Agreement and
the guidelines and procedures adopted by the Board of Directors/Trustees of
each Fund and annexed hereto as Schedule B.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1
ARTICLE I.
DEFINED TERMS
The following terms are defined as follows:
Section 1.01. "Account" shall mean an account of the Custodian
established at a bank, Securities System or Subcustodian (as defined in
Section 1.25 and 1.30, respectively), which shall include only Property (as
defined in Section 1.24) held as custodian for a Fund or a series of a Fund.
To the extent required by law or in accord with standard industry practice in
a particular market, an Account may be an omnibus account in the name of the
Custodian or its nominee provided that the records of the Custodian shall
indicate at all times the Fund (or when the context so requires, one or more
series of the Fund) and/or other customer(s) for which Property is held in
such Account and the respective interests therein.
Section 1.02. "Affiliate" shall mean any entity that controls, is
controlled by, or is under common control with any entity.
Section 1.03. "Agreement" shall mean this agreement between each Fund
and the Custodian and all current or subsequent schedules and appendices
hereto.
Section 1.04. "Authorized Person(s)" shall mean all personal
authorized in writing by each Fund to give Proper Instructions (as defined in
Section 1.23) or any other notice, request, direction, instruction,
certificate or instruction on behalf of a Fund or series thereof.
Section 1.05. "Bank Account" shall mean any demand deposit bank
account (provided that demand may not be made by check), which will be an
interest bearing bank account where permitted by law and agreed between the
Custodian and a Fund, held on the books of the Custodian or a Subcustodian for
the account of a Fund or a series of a Fund.
Section 1.06. "Banking Institution" shall mean a bank or trust
company, including the Custodian, any Subcustodian or any subsidiary or
Affiliate of the Custodian.
2
Section 1.07. "Board" shall mean the Board of Directors or Trustees,
as applicable, to a Fund.
Section 1.08. "Business Day" shall mean any day on which the New York
Stock Exchange or the Custodian is open for business that is not a Saturday or
Sunday.
Section 1.09. "Commission" shall mean the U.S. Securities and
Exchange Commission.
Section 1.10. "DR" shall mean an American Depositary Receipt,
European Depositary Receipt, or Global Depositary Receipt or similar
instrument issued by a depositary to represent the underlying securities held
by the depositary.
Section 1.11. "Domestic Subcustodian" shall mean any bank as defined
in Section 2(a)(5) of the Investment Company Act and the rules and regulations
thereunder, that acts on behalf of one or more Funds, or on behalf of the
Custodian as custodian for one or more Funds, as a Subcustodian for purposes
of holding cash, securities and other assets of such Funds and performing
other functions of the Custodian within the United States.
Section 1.12. "Eligible Securities Depository" shall have the same
meaning as that term is defined in Rule 17f-7 under the Investment Company Act
of 1940, as amended.
Section 1.13. "Foreign Subcustodian" shall mean an Eligible Foreign
Custodian as that term is defined in Rule 17f-5 under the Investment Company
Act of 1940, as amended.
Section 1.14. "Fund" shall mean any registered, open-end or
closed-end investment company listed on Schedule A hereto as it shall be
amended from time to time. Collectively, they shall be referred to as the
"Funds."
Section 1.15. "Institutional Client" shall mean a major commercial
bank, corporation, insurance company, or substantially similar institution
that purchases or sells securities and makes substantial use of custodial
services.
3
Section 1.16. "Interest Bearing Deposits" shall mean interest bearing
fixed term and call deposits.
Section 1.17. "Investment Company Act" shall mean the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.
Section 1.18. "Loans" shall mean corporate loans or participation
interests therein, or assignments thereof.
Section 1.19. "Overdraft" shall mean any payment or transfer of funds
on behalf of a Fund or series of a Fund for which there are, at the close of
business on the date of such payment or transfer, insufficient funds held by
the Custodian on behalf of such Fund or series thereof.
Section 1.20. "Overdraft Notice" shall mean any written notification
of an Overdraft by facsimile transmission or any other such manner as Fund and
the Custodian may agree in writing.
Section 1.21. "Person" shall mean the Custodian or any Subcustodian or
Securities System, or any Eligible Securities Depository used by any such
Subcustodian, or any nominee of the Custodian or any Subcustodian.
Section 1.22. "Procedural Agreement" shall mean any futures margin
procedural agreement among a Fund or series of a Fund, the Custodian any
futures commission merchant.
Section 1.23. "Proper Instructions" shall mean: (i) either a tested
telex or a written (including, without limitation, facsimile transmission that
is transmitted in compliance with the security procedures established for such
communication by the Custodian and the Fund) request, direction, instruction
or certification signed or initialed by or on behalf of the applicable Fund or
series of a Fund by one or more Authorized Person; (ii) a telephonic or other
oral communication by one or more Authorized Persons; or (iii) a communication
effected directly between an
4
electro-mechanical or electronic device or system (including, without
limitation, computers) by or on behalf of the applicable Fund that is
transmitted in compliance with the security procedures established for such
communication by the Custodian and the Fund; provided, however, that
communications purporting to be given by an Authorized Person shall be
considered Proper Instructions only if the Custodian reasonably believes such
communications to have been given by an Authorized person with respect to the
transaction involved. Proper Instructions shall include all information
necessary to permit the Custodian to fulfill its duties and obligations
thereunder. Proper Instructions provided by facsimile transmission or under
subsection (ii) shall be subject to a commercially reasonable authentication
procedure, such as call back.
Section 1.24. "Property" shall mean any securities or other assets of
a Fund or series that are accepted by the Custodian for safekeeping, or cash
accepted by the Custodian for deposit on behalf of a Fund or series of a Fund.
Section 1.25. "Securities System" shall mean (i) the Depository Trust
Company, including its Mortgage Backed Securities Division and/or (ii) any
book-entry system as provided in (1) Subpart O of Treasury Circular Xx. 000,
00 XXX 000, (0) Xxxxxx X of 31 CFR Part 350, (3) the book-entry regulation(s)
of federal financial regulatory agencies substantially in the form of Subpar
O, (4) any other domestic clearing agency registered with the Commission under
Section 17A of the Securities Exchange Act of 1934, as amended, which acts as
a securities depository. Each such Securities System shall be approved by each
Fund's Board.
Section 1.26. "Segregated Account" shall mean an account established
for and on behalf of a Fund in which may be held Property that is maintained:
(i) for the purposes set forth in Section 3.08, 3.09, and 3.10, hereof; (ii)
for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent rules,
5
regulations or release or releases of the Commission relating to the
maintenance of Segregated Accounts by registered investment companies, or
(iii) for any other lawful purposes as may be deemed necessary by the Fund.
Section 1.27. "Series" shall mean the one or more series of shares
into which a Fund may be organized, each shall represent an interest in a
separate portfolio of Property and shall include all of the existing and
additional Series now or hereafter listed on Schedule A.
Section 1.28. "Shareholder Servicing Agent" shall mean a Fund's
transfer agent of person performing comparable duties.
Section 1.29. "Shares" shall mean all classes of shares of a Fund or
Series, as appropriate.
Section 1.30. "Subcustodian" shall mean any duly appointed Domestic
Subcustodian or Foreign Subcustodian.
Section 1.31. "Terminating Fund" shall mean a Fund or Series that has
terminated the Agreement with the Custodian or as to which the Custodian has
terminated the Agreement, all in accordance with the provision of Section
8.01.
ARTICLE II.
APPOINTMENT OF CUSTODIAN
Each Fund hereby appoints the Custodian as custodian and as Foreign
Custody Manager for the term and subject to the provisions of the Agreement.
Custodian's duties and obligation as Foreign Custody Manager and with respect
to Eligible Securities Depositories shall be as set forth in the Agreement,
including Schedule B hereto. Each Fund shall deliver to the Custodian or a
Subcustodian, or shall cause to be delivered to the Custodian or a
Subcustodian, Property
6
owned by such Fund and, where applicable, shall specify which of its Series
such Property is to be specifically allocated.
ARTICLE III.
POWERS AND DUTIES OF CUSTODIAN
With respect to Property of each Fund or Series, the Custodian shall
have and perform the following powers and duties:
Section 3.01. Safekeeping. The Custodian shall from time to time
receive delivery of Property of a Fund or Series and shall maintain, hold and,
with respect to Property that is not cash, keep safely all Property of each
Fund or each Series that has been delivered to and accepted by the Custodian.
Custodian shall accept and maintain Property received in the form of cash as a
deposit obligation of the Custodian or a Subcustodian.
Section 3.02. Manner of Holding Securities.
(a) The Custodian shall at all times hold securities of each
Fund or Series (i) by physical possession of the share certificates or other
instruments representing such securities in registered or bearer form, or (ii)
in book-entry form by a Securities System or by a transfer agent or registrar
of another investment company (an "Underlying Fund System"), or (iii) with
respect to Loans, by possession of all documents, certificates and other such
instruments, including any schedule of payments ("Financing Documents") as are
delivered to the Custodian.
(b) Upon receipt of Proper Instructions, the Custodian shall
open an Account in the name of each Fund or Series and shall hold registered
securities of each Fund or Series (i) in the name of Custodian or any nominee
name of the Custodian. A Subcustodian shall, to the extent permitted by law
and, where Custodian deems it advisable based upon any legal advice Custodian
has obtained with respect to a particular market and upon other factors the
Custodian
7
deems appropriate, hold registered securities of each Fund or Series in a
manner that is appropriate to the Fund's tax domicile and that takes into
consideration the best interests of the Fund with respect to regulatory
matters relating to custody; and provided further that the Custodian shall, on
an ongoing basis, provide accurate information to a Fund and such other
persons as a Fund may designate with respect to the registration status of
each Fund's portfolio securities, and an accurate record of securities held by
each Fund and such Fund's respective interest therein.
(c) The Custodian may hold Property for all of its customers,
including a Fund or Series, with any Foreign Subcustodian in an Account that
is identified as belonging to the Custodian for the benefit of its customers
or in an account of an Eligible Securities Depository ("depository account"),
including an omnibus account, with an Eligible Securities Depository;
provided, however, that (i) the records of the Custodian with respect to
Property of any Fund or Series that are maintained in such Account or
depository account shall identify such Property as belonging to the applicable
Fund or Series, and (ii) to the extent permitted and customary in the market
in which the Account or the depository account is maintained, the Custodian
shall require that Property be held by a Foreign Custodian or such Foreign
Subcustodian.
(d) The Custodian shall send each Fund a written statement,
advice or notification of any transfers of any Property of the Fund to or from
an Account or a depository account. Each such statement, advice or
notification shall identify the Property transferred and the entity that has
custody of the Property. Unless a Fund provides the Custodian with a written
exception or objection to any such statement, advice or notification within
ninety (90) days of Fund's receipt thereof, the Fund shall be deemed to have
approved such statement, advice or notification. To the extent permitted by
law and the terms of this Agreement, the Custodian shall
8
not be liable for the contents of any such statement, advice or notification
that has been approved by a Fund.
Section 3.03. Security Purchases and Sales.
(a) Upon receipt of Proper Instructions, insofar as funds are
available for the purpose, the Custodian shall pay for and receive securities
purchased for the account of a Fund or Series, payment being made by the
Custodian only: (i) upon receipt of the securities, certificates, or other
acceptable evidence of ownership (1) by the Custodian, or (2) by a clearing
corporation of a national securities exchange of which the Custodian is a
member, (3) by a Securities System or (4) by an Underlying Fund System; or (ii)
otherwise in accordance with (1) Proper Instructions, (2) applicable law, (3)
generally accepted industry practices, or (4) the terms of any instrument
representing the purchase. With respect to a clearing corporation or Securities
System, securities may be held only with an entity approved by a Fund's Board.
Notwithstanding the foregoing, in the case of the U.S. repurchase agreements
entered into by a Fund, the Custodian may release funds to a Securities System
or to a Domestic Subcustodian prior to the receipt of advice from the
Securities System or Domestic Subcustodian, so long as: (i) Property
maintained with such Securities System or Domestic Subcustodian is subject to
an agreement that requires; or (ii) the rules of such Securities System or
Domestic Subcustodian require that the Securities System or SubCustodian may
make payment of such funds to the other party to the repurchase agreement only
upon transfer by book-entry of the securities underlying the repurchase
agreement into the Account. In the case of time deposits, call account
deposits, currency deposits, and other deposits, contracts or options pursuant
to Sections 3.08, 3.09, 3.11, and 3.12, the Custodian may not make payment
therefor without receiving an instrument or other document evidencing said
deposit except in accordance with standard industry practice.
9
(b) Upon receipt of Proper Instructions, the Custodian shall
make delivery of securities that have been sold for the account of a Fund or
Series, but only: (i) against payment therefor (1) in the form of cash, by a
certified check, bank cashier's check, bank credit, or bank wire transfer, (2)
by credit to the Account of the Custodian with a clearing corporation of a
national securities exchange of which the Custodian is a member, or (3) by
credit to the Account of the Custodian with a Securities System subject to
final end-or-day settlement in accordance with the rules of the applicable
Securities System; or (ii) otherwise in accordance with (1) Proper
Instructions, (2) applicable law, (3) generally accepted trading practices, or
(4) the terms of any instrument representing the sale.
(c) In the case of the purchase or sale of securities the
settlement of which occurs outside of the United States or the receipt of
which and payment therefor take place in different countries, such securities
shall be delivered and paid for in accordance with local custom and practice
generally accepted in the applicable country or countries by Institutional
Clients domiciled in the United States. In the case of securities held in
physical form, if standard industry practice in the country so requires, such
securities shall be delivered and paid for in accordance with "street delivery
custom" to a broker or its clearing agent (for example, against delivery to
the Custodian or a SubCustodian of a receipt for such securities) provided
that the Custodian shall take reasonable steps (which shall not include the
institution of legal proceedings except pursuant to Section 6.03 (c)) in its
discretion to seek to ensure prompt collection of the payment for, or the
return of, such securities by the broker or its clearing agent, and provided
further that the Custodian shall not be responsible for the selection of or
the failure or inability to perform of such broker or its clearing agent.
10
Section 3.04. Exchanges of Securities. Upon receipt of Proper
Instructions, the Custodian shall, to the extent permitted by applicable law
and in accord with standard industry practice in the relevant market, exchange
securities held by the Custodian for the account of any Fund or Series for
other securities in connection with any reorganization, recapitalization,
stock split, change of par value, conversion or other event relating to the
securities or the issuer of such securities, and to deposit any such
securities in accordance the terms of any reorganization or protective plan.
With respect to tender or exchange offers , the Custodian shall transmit
promptly to a Fund all written information actually received by the Corporate
Actions Department or other applicable department of the Custodian, or from a
SubCustodian, an Eligible Securities Depository, or a Securities System, or
directly from issuers of the securities whose tender or exchange is sought and
from the parties (or other 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, within
a time period set by the Custodian and communicated promptly to the Fund,
prior to the date on which the Custodian is to take such action. Without
receiving such Proper Instructions, the Custodian may surrender securities in
temporary form for definitive securities, may surrender for transfer into a
name or nominee name as permitted in Section 3.02(b), and may surrender
securities for a different number of certificates or instruments representing
the same number of shares or same principal amount of indebtedness, provided
that the securities to be issued will be delivered to the Custodian or nominee
of the Custodian and further provided that the Custodian shall, consistent
with local market practice, at the time of surrendering the securities or
instruments (i) receive a receipt or other instrument or document evidencing
the ownership thereof or (ii) take
11
other reasonable steps to seek to ensure proper delivery of the securities and
adequate protection of a Fund's ownership interest in the securities.
Section 3.05. Depository Receipts. Upon receipt of Proper
Instructions, the Custodian shall instruct a SubCustodian appointed pursuant
to Article V hereof to surrender securities to the depository that holds
securities of an issuer that are represented by DRs for such securities
against a written receipt thereof adequately describing such securities and
written evidence satisfactory to the SubCustodian that the depository has
acknowledged receipt of instructions to issue DRs with respect to such
securities in the name of the Custodian, or a nominee of the Custodian, for
delivery to the Custodian in at such place as the Custodian may from time to
time designate.
Upon receipt of Proper Instructions, the Custodian shall surrender DRs
to the issuer thereof against a written receipt therefor adequately describing
the DRs surrendered and written evidence satisfactory to the Custodian that
the issuer of the DRs has acknowledged receipt of instructions to cause its
depository to deliver the securities underlying such DRs to a Subcustodian.
Section 3.06. Exercise of Rights; Tender Offers. Upon receipt of
Proper Instructions, the Custodian shall deliver to the issuer or trustee
thereof, or to the agent of either, warrants, puts, calls, rights or similar
securities, for the purpose of being exercised or sold, provided that the new
Property, if any, acquired by such action is to be delivered to the Custodian,
and, upon receipt of Proper Instructions, to deposit securities upon
invitations for tenders of securities, provided that the consideration for
such securities is to be paid or delivered to the Custodian, or the tendered
securities are to be returned to the Custodian. Notwithstanding any provision
of this Agreement to the contrary, the Custodian shall take all commercially
reasonable actions, unless
12
otherwise directed to the contrary in Proper Instructions, to comply with the
terms of all mandatory or compulsory exchanges, calls, tenders, redemptions,
or similar rights of security ownership of which the Custodian has actual
knowledge or of which the Custodian should have knowledge upon exercising the
same level of good faith, reasonable care , diligence, and prudence as a
professional custodian in performing its duties under this Agreement would
have had, and shall promptly notify each applicable Fund of such action in
writing by facsimile transmission or in such other manner as such Fund and the
Custodian may agree in writing.
Section 3.07. Stock Dividends, Rights, Etc. The Custodian shall
receive and collect all stock dividends, rights, foreign tax reclaims, and
other items of a like nature, and deal with the same pursuant to Proper
Instructions relative thereto. Custodian duties and obligations under this
Section 3.07 may from time to time be limited by written agreement between the
Custodian and a Fund or Series. With respect to securities held by the
Custodian in street name, Custodian's duties and obligations under this
Section 3.07 shall be limited to those stock dividends, foreign tax reclaims
and other items of a like nature that the Custodian is able, using
commercially reasonable methods (which shall not include the institution of
legal proceedings except pursuant to Section 6.03(c)) in its discretion, to
receive and collect from the record holders of such securities. The
Custodian's further duties and obligations with respect to tax reclaims shall
be as set forth in Schedule C hereto.
Section 3.08. Options. Upon receipt of Proper Instructions and in
accordance with the provisions of any agreement between the Custodian, any
registered broker-dealer and, if necessary, a Fund on its own behalf or on
behalf of any applicable Series relating to compliance with the rules of the
Option Clearing Corporation or of any registered national securities exchange
or similar organization(s), the Custodian shall: (i) receive and retain
confirmations or
13
other documents, if any, evidencing the purchase or writing of an option on a
security or securities index by the applicable Fund or Series; (ii) deposit
and maintain Property in a Segregated Account; and (iii) pay, release and/or
transfer such Property in accordance with notices or other communications
evidencing the expiration, termination or exercise of such options furnished
by the Options Clearing Corporation, the securities or options exchange on
which such options are traded, or such other organizations as may be
responsible for handling such option transactions. Each Fund or Series
(severally and not jointly) and the broker-dealer shall be responsible for the
sufficiency of assets held in any Segregated Account established in compliance
with applicable margin maintenance requirements and the performance of other
terms of any option contract, or rules, regulations or releases of the
Commission or interpretive positions of the Commission or its staff.
Section 3.09. Futures Contracts. Upon receipt of Proper Instructions,
or pursuant to the provision of any Procedural Agreement among a Fund, the
Custodian, and any futures commission merchant regarding "margin," the
Custodian shall: (i) receive and retain confirmations, if any, evidencing the
purchase or sale of a futures contract or an option on a futures contract by
the applicable Fund; (ii) segregate and maintain a Segregated Account Property
designated as initial, maintenance or variation margin deposits intended to
secure the performance by the applicable Fund or Series of its obligations
under any futures contracts purchased or sold or any options on futures
contracts written by the Fund, in accordance with the provisions of any
Procedural Agreement designed to comply with the rules of the Commodity
Futures Trading Commission and/or commodity exchange or contract market (such
as the Chicago Board of Trade), or any similar organization(s), regarding such
margin deposits; and (iii) release assets from and/or transfer assets into
such margin accounts only in accordance with
14
any such Procedural Agreement. Alternatively, the Custodian may deliver assets
in accordance with Proper Instructions to a futures commission merchant for
purposes of the margin requirements in accordance with Rule 17f-6 under the
Investment Company Act. If delivery is made in accordance with Proper
Instructions, Custodian shall be deemed to have acted in accordance with Rule
17f-6. Each Fund or Series (severally and not jointly) and such futures
commission merchant shall be responsible for the sufficiency of assets held in
the Segregated Account in compliance with applicable margin maintenance
requirements and the performance of any futures contract or option on a
futures contract in accordance with its terms.
Section 3.10. Borrowings. Upon receipt of Proper Instructions, the
Custodian shall deliver securities of any Fund or Series thereof to lenders or
their agents or otherwise establish a Segregated Account at the Custodian as
agreed to by the applicable Fund or Series and the Custodian and, where
applicable, any third-party lender, as collateral for borrowings effected by
such Fund, provided that such borrowed money is payable to or upon the
Custodian's order as Custodian for the applicable Fund and concurrently with
the delivery of such securities.
Section 3.11. Interest Bearing Deposits. Upon receipt of Proper
Instructions directing the Custodian to purchase Interest Bearing Deposits for
the account of a Fund or Series, the Custodian shall purchase such Interest
Bearing Deposits in the name of the Custodian on behalf of the applicable Fund
or Series. Such Interest Bearing Deposits may be denominated in U.S. dollars
or other currencies. A Fund or Series shall give appropriate notation as to
the amount and currency of each such Interest Bearing Deposit, the accepting
Banking Institution and all other appropriate details and shall receive and
retain such forms of advice or receipt, if any, evidencing such Interest
Bearing Deposit as may be forwarded to the Custodian by the Banking
Institution. The responsibilities of the Custodian to each Fund for Interest
Bearing Deposits accepted on the
15
Custodian's books in the United States on behalf of a Fund or Series shall be
that of a U.S. bank for a similar deposit.
With respect to Interest Bearing Deposits other that those accepted on
the Custodian's books (i) the Custodian shall be responsible for the
collection of income as set forth in Section 3.14 and the transmission of cash
and instructions to and from such Interest Bearing Deposit; and (ii) except
upon the request of a Fund and as agreed by the Custodian, the Custodian shall
have no duty with respect to the selection of the Banking Institution. So long
as the Custodian acts in accordance with Proper Instructions, the Custodian
shall have no responsibility for the failure of such Banking Institution. The
Custodian shall not be liable for the solvency of any Banking Institution that
is not a branch or Affiliate of the Custodian. Upon receipt of Proper
Instructions, the Custodian shall take such commercially reasonable actions as
the applicable Fund deems necessary or appropriate to cause such Interest
Bearing Deposit to be insured to the maximum extent possibly by all applicable
deposit insurers including, without limitation, the Federal Deposit Insurance
Corporation (it being understood and acknowledged that such deposits are not
eligible for "pass-through" insurance).
Section 3.12 Foreign Exchange Transactions.
(a) Foreign Exchange Transactions Other Than as Principal. Upon
receipt of Proper Instructions, the Custodian shall settle foreign exchange
contracts or options to purchase and sell foreign currencies for spot and
future delivery on behalf of and for the account of a Fund or Series with such
currency brokers or Banking Institutions as the applicable Fund or Series may
determine and direct pursuant to Proper Instructions. The Custodian shall be
responsible for the transmission of cash to and receipt of cash from the
currency broker or Banking Institution with which the contract or option is
made, the safekeeping of all certificates and other documents
16
and agreements delivered to the Custodian or a Subcustodian evidencing or
relating to such foreign exchange transactions and the maintenance of proper
records as set forth in Section 3.25. Except as agreed upon in writing by the
Custodian and a Fund from time to time, the Custodian shall have no duty under
this Section 3.12(a) with respect to the selection of the currency brokers or
Banking Institutions with which the Fund or a Series deals or, so long as the
Custodian acts in accordance with Proper Instructions, for the failure of
selected brokers or Banking Institutions to comply with the terms of any
contract or option.
(b) Foreign Exchange Contracts as Principal. The Custodian
shall not be obligated to enter into foreign exchange transactions as
principal. However, if the Custodian has made available to a Fund its services
as a principal in foreign exchange transactions, upon receipt of Proper
Instructions, the Custodian shall enter as principal into foreign exchange
contracts or options to purchase and sell foreign currencies for spot and
future delivery on behalf of and for the prudent selection of the currency
brokers or Banking Institutions and the failure of such currency brokers or
Banking Institutions to comply with the terms of any contract or option. In
cases where the Custodian, or its subsidiaries, Affiliates, or Subcustodians
enter into a separate master foreign exchange contract with a Fund that covers
foreign exchange transactions for an Account, the terms and conditions of that
foreign exchange contract, and, to the extent not inconsistent, this
Agreement, shall apply to such transactions.
Section 3.13. Securities Loans. Upon receipt of Proper Instructions,
the Custodian shall deliver securities of any Fund in connection with loans of
securities by such Fund, to the borrower thereof or a securities lending agent
identified by the Fund, upon, or, upon Proper Instructions, prior to, the
receipt of cash collateral, if any, for such borrowing. In the event U.S.
Government securities are to be used as collateral, the Custodian will not
release the securities to
17
be loaned until it has received confirmation that such collateral has been
delivered to the Custodian. The Custodian and each Fund understand that the
timing of receipt of such confirmation will normally require that the delivery
of securities to be loaned will be made one day after receipt of collateral in
the form of U.S. Government securities. To the extent the Custodian acts as
lending agent for a Fund, each party's duties and obligations with respect to
that arrangement will be governed by a separate written agreement mutually
agreed upon by the Fund and the Custodian.
Section 3.14. Collections. Consistent with standard industry practice
in the applicable market, the Custodian shall, and shall cause any
Subcustodian to, take all commercially reasonable steps (which shall not
include the institution of legal proceedings except pursuant to Section
6.03(c)) at its discretion to: (i) collect amounts due and payable to each
Fund or Series with respect to portfolio securities and other assets of each
Fund or Series; (ii) promptly credit to the Account of each applicable Fund or
Series all income and other payments relating to portfolio securities and
other assets held by the Custodian hereunder no later than upon Custodian's
receipt of such income of payments or as otherwise agreed in writing by the
Custodian's receipt of such income or payments or as otherwise agreed in
writing by the Custodian and the applicable Fund; (iii) promptly endorse and
deliver any instruments required by standard industry practice in each market
to effect such collections; and (iv) pursuant to Proper Instructions, promptly
execute ownership and other certificates and affidavits for all federal, state
and foreign tax purposes in connection with receipt of income, capital gains
or other payments with respect to portfolio securities and other assets of
each applicable Fund or Series, or in connection with the purchase, sale or
transfer of such securities or other assets. The Custodian shall promptly
notify each applicable Fund in accordance with standard operating
18
procedures if any amount payable with respect to portfolio securities or other
assets of the Fund or Series is not received by the Custodian when due. The
Custodian shall not be responsible for the collection of amounts due and
payable with respect to portfolio securities or other assets that are in
default. With respect to amounts due and payable on portfolio securities held
by the Custodian in street name, Custodian's duties and obligations under this
Section 3.14 shall be limited to the collection of amounts of which Custodian
has actual knowledge or of which the Custodian should have knowledge upon
exercising the same level of good faith, reasonable care , diligence, and
prudence as a professional custodian in performing its duties under this
Agreement would have had, and that it is able, using commercially reasonable
methods, to collect from the record holder of such securities. Subject to the
provisions of any separate written agreement entered into by the Custodian and
a Fund pursuant to Section 3.13, income due each Fund or Series on securities
loaned shall be the responsibility of such Fund or Series, provided that the
Custodian shall use all commercially reasonable methods to assist the Fund or
Series to collect such income.
Section 3.15. Dividends, Distributions and Redemptions. Upon receipt
of Proper Instructions, the Custodian shall promptly release funds or
securities to the Shareholder Servicing Agent or otherwise apply funds or
securities, insofar as available, for the payment of dividends or other
distributions or Fund shareholders. Upon receipt of Proper Instructions, the
Custodian shall release funds or securities, insofar as available, to the
Shareholder Servicing Agent or as such Shareholder Servicing Agent shall
otherwise instruct for payment to Fund shareholders who have delivered to such
Shareholder Servicing Agent a request for repurchase or redemption of their
shares of capital stock of such Fund.
19
Section 3.16. Proceeds from Shares Sold. The Custodian shall receive
funds representing cash payments received for Shares issued or sold from time
to time by a Fund or Series and shall promptly credit such funds to the
Account(s) of the applicable Fund or Series. The Custodian shall promptly
notify each applicable Fund or Series of Custodian's receipt of cash in
payment for Shares issued by such Fund or Series by facsimile transmission or
in such other manner as the Fund or Series and Custodian may agree in writing.
Upon receipt of Proper Instructions, the Custodian shall: (i) deliver all
federal funds received by the Custodian in payment for Shares in payment for
such investments as may be set forth in such Proper Instructions and at a time
agreed upon between the Custodian and the applicable Fund or Series; and (ii)
make federal funds received by the Custodian available to the applicable Fund
or Series as of specified times agreed upon from time to time by the
applicable Fund or Series and the Custodian, in the amount received in payment
for Shares which are deposited to the Accounts of each applicable Fund or
Series.
Section 3.17. Proxies, Notices, Etc. The Custodian shall provide each
Fund or Series with proxy services in accordance with the terms and conditions
set forth in Schedule D to this Agreement.
Section 3.18. Bills and Other Disbursements. Upon receipt of Proper
Instructions, the Custodian shall pay or cause to be paid, insofar as funds
are available to the purpose, bills, statements, or other obligations of each
Fund or Series.
Section 3.19. Nondiscretionary Functions. The Custodian shall attend
to all non-discretionary details in connection with the sale, exchange,
substitution, purchase, transfer or other dealings with securities or other
assets of each Fund held by the Custodian, except as otherwise directed from
time to time pursuant to Proper Instructions.
20
Section 3.20. Bank Accounts.
(a) Accounts with the Custodian and any Subcustodians. The
Custodian shall open and operate a Bank Account on the books of the Custodian
or any Subcustodian or a Banking Institution other than the Custodian or any
Subcustodian provided that such Bank Account(s) shall be in the name of the
Custodian or a nominee of the Custodian, for the account of a Fund or Series,
and shall be subject only to the draft or order of the Custodian; provided,
however, that such Bank Accounts in countries other than the United States may
be held in an Account for the Custodian containing only assets held by the
Custodian as a fiduciary or custodian for customers, and provided further,
that the records of the Custodian shall indicate at all time the Fund or other
customer for which Property is held in such Account and the respective
interests therein. Such Bank Accounts may be denominated in either U.S.
Dollars or other currencies. The responsibilities of the Custodian to each
applicable Fund or Series for deposits accepted on the Custodian's books in
the United States shall be that of a U.S. bank for a similar deposit. The
responsibilities of the Custodian to each applicable Fund or Series for
deposits accepted on any Subcustodian's books shall be governed by the
provisions of Section 6.01. Except upon the request of a Fund and as agreed by
the Custodian, the Custodian shall have no duty with respect to the selection
of a Banking Institution. As mutually agreed from time to time by a Fund and
the Custodian, the Custodian shall be responsible for the prudent selection
and monitoring of a Banking Institution. The Custodian shall not be liable for
the insolvency of any Subcustodian or Banking Institution that is not a branch
or Affiliate of the Custodian provided that the Custodian shall have exercised
good faith, reasonable care, diligence, and prudence as a professional
custodian in determining to place a Fund's Property with such Subcustodian or
Banking Institution.
21
(b) Deposit insurance. Upon receipt of Proper Instructions, the
Custodian shall take such commercially reasonable actions as the applicable
Fund deems necessary or appropriate to cause each deposit account established
by the Custodian pursuant to this Section 3.20 to be insured to the maximum
extent possible by all applicable government deposit insurers including,
without limitation, the Federal Deposit Insurance Corporation.
Section 3.21. Deposit of Fund Assets in Securities Systems. The
Custodian may deposit and/or maintain securities owned by a Fund or Series in
a Securities Systems provided that such Fund's Board has specifically approved
such Securities System prior to its use. Use of a Securities System shall be
in accordance with applicable Federal Reserve Board and Commission rules and
regulations, if any, and Custodian's duties and obligations with respect to
securities deposited or maintained therein will at all times be subject to the
rules and procedures of the applicable Securities System. To the extent
permitted by the foregoing, use of a Securities System shall also be subject
to the following provisions:
(a) The Custodian may deposit and/or maintain Fund securities,
either directly or through one or more Subcustodians appointed by the
Custodian (provided that any such Subcustodian shall be qualified to act as a
custodian of such Fund pursuant to the Investment Company Act and the rules
and regulations thereunder), in a Securities System provided that such
securities are represented in an Account of the Custodian or such Subcustodian
in the Securities System, which Account shall not include any assets of the
Custodian of Subcustodian other than assets held as a fiduciary, custodian, or
otherwise for customers and shall be so designated on the books and records of
the Securities System.
22
(b) The Securities System shall be obligated to comply with the
directions of the Custodian or Subcustodian, as the case may be, with respect
to the securities held in such Account.
(c) Each Fund or Series hereby designates the Custodian, or the
Custodian's or Securities System's nominee, as the case may be, as the party
in whose name or nominee name any securities deposited by the Custodian in the
Account at the Securities System are to be registered.
(d) The books and records of the Custodian with respect to
securities of a Fund or Series that are maintained in a Securities System
shall identify by book-entry those securities belonging to the Fund or Series.
(e) Upon receipt of Proper Instructions and subject to the
provisions of Section 3.03, the Custodian shall pay for securities purchased
for the account of any Fund or Series upon (i) receipt of advice from the
Securities System that such securities have been transferred to the Account of
the Custodian, and (ii) the making of an entry on the records of the Custodian
to reflect such payment and transfer for the account of such Fund or Series.
The Custodian shall transfer securities sold for the account of any Fund or
Series upon (i) receipt of an advice from the Securities System that payment
for such securities has been transferred to the Account of the Custodian, and
(ii) the making of an entry on the records of the Custodian to reflect such
transfer and payment for the account of such Fund or Series. Copies of all
advices from the Securities System of transfers of securities for the account
of a Fund or Series shall identify the Fund or Series, be maintained for the
Fund or Series by the Custodian or Subcustodian as referred to in Section
3.21(a), and be provided to the Fund or Series at its request. The Custodian
shall furnish to each Fund or Series confirmation of each transfer to or
23
from the account of such Fund or Series in the form of a written report or
notice and shall furnish to each Fund or Series copies of daily transaction
reports reflecting each day's transactions in the Securities System for the
account of that Fund or Series on the next succeeding Business Day. Such
transaction reports shall be delivered to each applicable Fund or Series, or
any Subcustodian designated by such Fund or Series, pursuant to Proper
Instructions by computer or in any other manner as such Fund or Series and the
Custodian may agree in writing.
(f) The Custodian shall provide each Fund with any report
obtained by the Custodian or Subcustodian as referred to in Section 3.21(a) on
the Securities system's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the Securities System.
(g) Upon receipt of Proper Instructions, the Custodian shall
terminate the use of any such Securities Systems on behalf of that Fund or
Series as promptly as practicable and shall take all actions reasonably
practicable to safeguard the securities of any Fund or Series maintained with
such Securities System.
Section 3.22. Maintenance of Assets in Underlying Fund Systems. The
Custodian may maintain securities owned by each Fund or Series by book-entry
in an Underlying Fund System provided that the Custodian's books and records
identify the specific type and amount of securities so held and the Custodian
reconciles those records against the book-entry records of the Underlying Fund
System on a monthly basis.
Section 3.23. Other Transfers. Upon receipt of Proper Instructions,
the Custodian shall deliver securities, fund and other Property of each Fund
to a Subcustodian or another custodian of such Fund; and, upon receipt of
Proper Instructions, make such other disposition of securities, funds or other
Property of such Fund in a manner other than, or for purposes other than, as
24
enumerated elsewhere in this Agreement, provided that Proper Instructions
relating to such disposition shall include a statement of the amount of
securities, funds or other Property to be delivered and the name of the person
or persons to whom delivery is to be made.
Section 3.24. Establishment of Segregated Account(s). Upon receipt of
Proper Instructions, the Custodian shall establish and maintain on its books a
Segregated Account, for and on behalf of a Fund or Series, in which Segregated
Account may be held Property of such Fund or Series, including securities
maintained by the Custodian in a Securities System pursuant to Section 3.21
hereof, said Segregated Account to be maintained: (i) for the purposes set
forth in Section 3.08, 3.09, and 3.10, hereof; (ii) for the purposes of
compliance by the Fund with the procedures required by Investment Company Act
Release No. 10666 (pub. avail. Apr. 18, 1979), or any subsequent rules,
regulations or release or releases of the Commission relating to the
maintenance of Segregated Accounts by registered investment companies, or
(iii) for any other lawful purposes as may be deemed necessary by the Fund.
Section 3.25. Custodian's Books and Records. The Custodian shall
provide any assistance reasonably requested by a Fund in the preparation of
reports to such Fund's shareholders and others, audits of account, and other
ministerial matters of like nature. The Custodian shall maintain complete and
accurate records with respect to securities and other assets held for the
account of each Fund or Series as required by the rules and regulations of the
Commission applicable to investment companies registered under the Investment
Company Act, including, without limitation: (i) journals or other records of
original entry containing a detailed and itemized daily record of all receipts
and deliveries and securities (including certificate and transaction
identification numbers, if any), and all receipts and disbursements of cash,
(ii) ledgers or other records reflecting (1) securities in transfer, (2)
securities in physical possession, (3)
25
securities borrowed, loaned or collateralizing obligations o each Fund, (4)
monies borrowed and monies loaned (together with a record of the collateral
therefor and substitutions of such collateral), (5) dividends and interest
received, (6) the amount of tax withheld by any person in respect of any
collection made by the Custodian of any Subcustodian, and (7) the amount of
reclaims or refunds for foreign taxes paid; and (iii) canceled checks and bank
records related thereto. The Custodian shall keep such other books and records
of each Fund or Series as such Fund or Series shall reasonably request and
Custodian shall agree, which agreement shall not be unreasonably withheld. All
such books and records maintained by the Custodian shall be maintained in a
form acceptable to the applicable Fund or Series and in compliance with the
rules and regulations of the Commission, including, but not limited to, books
and records required to be maintained by Section 31(a) of the Investment
Company Act and the rules and regulations from time to time adopted
thereunder. All books and records maintained by the Custodian pursuant to this
Agreement shall at all times be available upon reasonable prior notice during
normal business hours for inspection and use by such Fund or Series and its
agents, including, without limitation, its independent certified public
accountants as well as for inspection by all regulatory authorities whose
statutes, laws, rules and regulations are applicable to the Funds or Series.
Notwithstanding the preceding sentence, no Fund or Series shall take any
actions or cause the Custodian to take any actions that would cause the
Custodian, either directly or indirectly, to violate any applicable laws,
regulations or orders.
Section 3.26. Opinion of Fund's Independent Certified Public
Accountants. The Custodian shall take all commercially reasonable action as a
Fund may request to obtain from year to year favorable opinions from such
Fund's independent certified public accountants with respect to the
Custodian's activities hereunder in connection with the preparation of the
Fund's
26
Form N-1A and the Fund's Form N-SAR or other periodic reports to the
Commission and with respect to any other requirements of the Commission.
Section 3.27. Reports by Independent Certified Public Accountants. At
the request of a Fund, the Custodian shall deliver to such Fund a written
report prepared by the Custodian's independent certified public accountants
with respect to the custodial services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting system,
internal accounting controls and procedures for safeguarding Property,
including Property deposited and/or maintained in a Securities System or
Eligible Securities Depository or with a Subcustodian. Such report shall be of
sufficient scope and in sufficient details as may reasonably be required by
any Fund and as may reasonably be obtained by the Custodian. Delivery by the
Custodian of its then current SAS 70 Report shall constitute compliance with
this Section 3.27.
Section 3.28. Overdrafts. In the event that the Custodian is directed
by Proper Instructions to make any payment or transfer of funds on behalf of a
Fund for which there are, at the close of business on the date of such payment
or transfer, insufficient funds held by the Custodian on behalf of such Fund,
the Custodian may, in its discretion, provide an Overdraft to the applicable
Fund, in an amount sufficient to allow the completion of such payment.
Overdrafts may also arise by reason of the Custodian's reversal of any
provisional credit extended to a Fund. Any Overdraft provided hereunder (i)
shall be payable on demand or at such time as shall be agreed upon by the
applicable Fund and the Custodian; and (ii) shall accrue interest from the
date of the Overdraft to the date of payment in full by the applicable Fund at
a rate agreed upon in writing, from time to time, by the Custodian and the
applicable Fund. The Custodian and each Fund acknowledge that the purpose of
such Overdrafts is to support on a
27
temporary basis the purchase or sale of securities for prompt delivery in
accordance with the terms hereof, or to meet emergency cash needs not
reasonably foreseeable by such Fund. The Custodian shall promptly provide an
Overdraft Notice of any Overdraft by facsimile transmission or in such other
manner as such Fund and the Custodian may agree in writing. If pursuant to
Proper Instructions, a Fund or Series requests the Custodian to take any
action with respect to securities, which action involves the payment of money
or which action may, in the reasonable opinion of the Custodian, result in the
Custodian or its nominee assigned to the Fund or Series being liable for the
payment of money or incurring liability in some other form, the Fund, or the
Fund on behalf of a Series, shall, as a prerequisite to the Custodian agreeing
to take such action, provide indemnity to the Custodian in an amount and form
satisfactory to the Fund and the Custodian.
Section 3.29. Reimbursement for Advances. If, in carrying out Proper
Instructions, the Custodian advances cash or securities or makes any payment
from Custodian's own funds for any purpose for the benefit of a Fund or
Series, including the purchase or sale of foreign exchange or of contracts for
foreign exchange, or in the event that the Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement, except such
as may arise from the Custodian's or its nominee's own negligence, fraud,
willful default or willful misconduct, then the Property held for the account
of that Fund or Series shall be security for such advance or payment in an
amount not to exceed the amount of such advance or payment. If the applicable
Fund or Series fails to promptly repay the advance, the Custodian shall be
entitled to use such Fund's or Series' available cash and to dispose of the
Property of such Fund to the extent necessary to obtain reimbursement in full
for the amount of such advance or payment. The
28
security interest granted to the Custodian under this Section 3.29 shall apply
to all advances provided by the Custodian to a Fund or Series, including
Overdrafts as defined in Section 1.19 and intraday overdrafts that arise and
are settled during the same Business Day, for the period during which any such
advance remains outstanding.
Section 3.30. Claims. The Custodian agrees that all claims upon a Fund
with respect to subjects covered by the attached Schedule E shall be made in
accordance with Schedule E. In the event that the Custodian needs to make a
claim against a Fund pursuant to Schedule E, the Custodian must make such
claim within ninety (90) Business Days of the event causing the necessary
claim, or within such other period as may be mutually agreed upon from time to
time by the Custodian and a Fund. Claims not covered by Schedule E shall be
made within such period as may be mutually agreed upon from time to time by
the Custodian and a Fund. The applicable Fund will research the cause and make
payment if applicable, or forward the claim to the appropriate party.
ARTICLE IV.
PROPER INSTRUCTIONS AND RELATED MATTERS
Section 4.01. Proper Instructions
(a) Oral Communications. Proper Instructions in the form of
oral communications shall be confirmed on the same day as such instructions
are given by the applicable Fund or Series by tested telex or in a writing
(including a facsimile transmission) signed or initialed by or on behalf of
the applicable Fund or Series by one or more Authorized Persons, but the lack
of such confirmation shall in no way affect any action taken by the Custodian
in reasonable reliance upon such oral instructions prior to the Custodian's
receipt of such confirmation. Each Fund and the Custodian are hereby
authorized to record any and all telephonic or other oral instructions
communicated to the Custodian.
29
(b) Form of Proper Instructions. Proper Instructions may relate
to specific transactions or to types or classes of transactions, and may be in
the form of standing instructions. Proper Instructions may be transmitted
electronically or by computer, provided that a Fund or Series has followed any
relevant security procedures agreed to from time to time by the Fund and the
Custodian. Each Fund shall be responsible for safeguarding any testkeys,
identification codes or other security devices that the Custodian makes
available to the Fund. The Custodian shall be without liability for relying on
any Proper Instruction, including any Proper Instruction transmitted via
facsimile, provided that it reasonably believes the instruction to be a Proper
Instruction.
(c) Address for Proper Instructions. Proper Instructions shall
be delivered to the Custodian at the address and/or telephone, telecopy or
telex number, or appropriate electronic address, agreed upon from time to time
by the Custodian and the applicable Fund.
Section 4.02. Authorized Persons. Concurrently with the execution of
this Agreement and from time to time thereafter, as appropriate, each Fund
shall deliver to the Custodian, duly certified as appropriate by an
appropriate officer of such Fund, a certificate setting forth the names,
titles, signatures and scope of authority of Authorized Person(s) of such
Fund. Such certificate may be accepted and relied upon by the Custodian as
conclusive evidence of the facts set forth therein and shall be considered to
be in full force and effect until delivery to the Custodian of a similar
certificate to the contrary. Upon delivery of a certificate that deletes the
names(s) of a person previously authorized by a Fund to give Proper
Instructions, such persons shall no longer be considered an Authorized Person
or authorized to issue Proper Instructions for that Fund and the Custodian
shall promptly notify the Fund of any outstanding notice, request, direction,
instruction, certificate or instrument(s) signed by such person on behalf of
such Fund.
30
Section 4.03. Persons Having Access to Assets of the Fund or Series.
Notwithstanding anything to the contrary contained in the Agreement, no
Authorized Person, Director, Trustee, officer, employee or agent of any Fund
or Series shall have physical access to the assets of the Fund or Series held
by the Custodian nor shall the Custodian deliver any assets of such Fund or
Series for delivery to an account the Custodian knows or should know to be the
account of such person; provided, however, that nothing in this Section 4.03
shall prohibit (i) any Authorized Person from giving Proper Instructions so
long as such action does not result in delivery of or access to assets of any
Fund or Series prohibited by this Section 4.03; or (ii) each Fund's
independent certified public accountants from examining or reviewing the
assets of the Fund or Series held by the Custodian. Each Fund or Series shall
deliver to the Custodian a written certificate (duly certified by the
Secretary or Treasurer of the Fund) identifying all Authorized Persons,
Directors, Trustees, officers, employees and agents of such Fund or Series.
Section 4.04. Actions of Custodian Based on Proper Instructions. So
long as and to the extent that the Custodian acts in accordance with (a)
Proper Instructions and (b) the terms of this Agreement, the Custodian shall
not be responsible for the title, validity or genuineness of any Property, or
evidence of title thereof, received by it or delivered by it pursuant to this
Agreement.
ARTICLE V.
SUBCUSTODIANS
The Custodian may, from time to time, in accordance with the relevant
provisions of this Article V, select and appoint one or more Domestic
Subcustodians and/or Foreign Subcustodians to act on behalf of a Fund or
Series.
Section 5.01. Domestic Subcustodians. Upon receipt of Proper
Instructions and in accordance therewith, the Custodian may from time to time
select and appoint one or more
31
Domestic Subcustodians to hold and maintain
Property of a Fund or a Series in the United States. The Custodian may also, at
any time and from time to time, without instructions from a Fund or Series,
appoint a Domestic Subcustodian; provided, that, the Custodian shall notify each
applicable Fund in writing of the identity and qualifications of any proposed
Domestic Subcustodian at least thirty (30) days priors to appointment of such
Domestic Subcustodian, and such Fund may, in its sole discretion, by written
notice to the Custodian executed by an Authorized Person disapprove of the
appointment of such Domestic Subcustodian. If following notice by the Custodian
to each applicable Fund regarding appointment of a Domestic Subcustodian and the
expiration of thirty (30) days after the date of such notice, such Fund shall
have failed to notify the Custodian of its disapproval thereof, the Custodian
may, in its discretion, appoint such proposed Domestic Subcustodian as its
Subcustodian.
Sections 5.02. Foreign Subcustodians. The Custodian may, at any time
and from time to time, select and appoint a Foreign Subcustodian, subject to
the provisions of this Agreement, the requirements of Rule 17f-5 under the
Investment Company Act and the provisions of the Foreign Custody Procedures
and Guidelines included in Schedule B attached hereto. Each Foreign
Subcustodian and the countries where it may hold securities and other assets
of the applicable Funds shall be listed on Schedule F attached hereto, as it
may be amended from time to time in accordance with the provisions of Section
9.06 hereof. Each Fund shall be responsible for informing the Custodian
sufficiently in advance of a proposed investment of the Fund or one of its
Series that is to be held in a country in which no Foreign Subcustodian or
Eligible Securities Depository is authorized to act, in order that there shall
be sufficient time for the Custodian (i) to effect the appropriate arrangement
with a proposed Foreign Subcustodian or (ii) to determine in
32
its sole discretion and timely inform the Fund that such appropriate
arrangements are not available through the Custodian.
Section 5.03. Termination of a Subcustodian. The Custodian shall
monitor each Domestic Subcustodian and Foreign Subcustodian on a continuing
basis and shall take all reasonable actions to ensure that each such
Subcustodian performs all of its obligations in accordance with the terms and
conditions of the Subcustodian agreement between the Custodian and such
Subcustodian. In the event that the Custodian determines that a Subcustodian
has failed to substantially perform its obligations thereunder, the Custodian
shall promptly notify each applicable Fund of such failure to perform. Upon
receipt of Proper Instructions, the Custodian shall terminate a Subcustodian
with respect to a Fund and either (i) select and appoint in its sole
discretion a replacement Subcustodian in accordance with the provisions of
Section 5.01 or Section 5.02, as the case may be, or (ii) determine in its
sole discretion and inform the Fund in a timely manner that appropriate
alternate arrangements are not available through the Custodian. In addition to
the foregoing, the Custodian may, at any time in its discretion, upon written
notification to each applicable Fund, terminate any Domestic Subcustodian or
Foreign Subcustodian, provided, however, that if the Custodian terminates any
Domestic Subcustodian or Foreign Subcustodian pursuant to the provisions of
this sentence, the Custodian shall promptly: (i) deposit the Fund's Property
previously held with such Domestic Subcustodian or Foreign Subcustodian [NOT A
DEFINED TERM] with a replacement Domestic Subcustodian satisfying the
requirements of Section 5.01 of this Agreement, or Foreign Subcustodian
satisfying the requirements of Section 5.02 of this Agreement, as appropriate;
or (ii) hold such Property itself.
Section 5.04. Eligible Securities Depositories. The
Custodian or a Subcustodian may at any time and from time to time place and
maintain Property of a Fund or Series with an
33
Eligible Securities Depository subject to the provisions of this Agreement,
requirements of Rule 17f-7 under the Investment Company Act and the Foreign
Custody Procedures and Guidelines included in Schedule B. Each Eligible
Securities Depository through which the Custodian or any Subcustodian may hold
securities and other assets of the Funds shall be listed on Schedule G
attached hereto, as it may be amended from time to time. Each Fund or Series
and the Custodian understand and acknowledge that a Fund or Series may not
aintain Property with an Eligible Securities Depository prior to the receipt
of the initial risk analysis required by Schedule B.
ARTICLE VI.
STANDARD OF CARE; INDEMNIFICATION
Section 6.01. Standard of Care.
(a) General Standard of Care. The Custodian shall be
responsible for the performance only of those duties and obligations set forth
in this Agreement, including any Schedules or Appendices hereto, and/or in
Proper Instructions, and shall have no implied duties or obligations
hereunder. The Custodian shall exercise such good faith, reasonable care,
diligence, and prudence as a professional custodian for securities in carrying
out all of these duties and obligations. The Custodian shall be liable to each
Fund or Series for all losses, damages and expenses suffered or incurred by
such Fund or Series as a direct result of the failure of the Custodian to act
in good faith or to exercise such reasonable care, diligence and prudence, or
as a result of the negligence, fraud, willful default or willful misconduct of
the Custodian.
(b) General Limitation on Liability. The Custodian
shall have no liability for any indirect, consequential, special or
speculative losses, damages, or expenses incurred by a Fund or Series even if
Custodian has been advised of the possibility of same and regardless of the
form of action. The Custodian shall not be liable for (i) any loss that
results from the general
34
risk of investing, (ii) any loss that results from the risk of investing or
holding assets in a particular country, (iii) the insolvency of a Securities
System or Eligible Securities Depository, and (iv) the insolvency of any
Subcustodian that is not a branch or Affiliate of the Custodian. The Custodian
also shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from, or caused by, force majeure, including but not limited
to, nationalization, expropriation, or other governmental actions such as
currency restrictions or devaluations, strikes or work stoppages (except with
respect to employees of the Custodian or a branch affiliate of the Custodian),
insurrection, revolution, acts of war or terrorism, or acts of God.
(c) Actions Prohibited by Applicable Law, Etc. In no
event shall the Custodian incur liability hereunder if any Person is
prevented, forbidden or delayed from performing, or omits to perform, any act
that this Agreement provides shall be performed or omitted to be performed, by
reason of: (i) any provision of any present or future law or regulation or
order of the United States of America, or any state thereof, or of any foreign
country, or political subdivision thereof or of any court of competent
jurisdiction; or (ii) any act of God or war or other similar circumstance
beyond the control of the Custodian, unless and to the extent that, in each
case, such delay or nonperformance is caused by (1) the negligence, fraud,
willful default or willful misconduct of the applicable Person, or (2) a
malfunction or failure of equipment operated or used by the applicable Person
other than a malfunction or failure beyond such Person's control that could
not reasonably be anticipated and/or prevented by such Person.
(d) Mitigation by Custodian. Upon the occurrence of any
event that causes or that the Custodian believes or a Fund reasonably believes
will imminently cause any loss, damage or expense to any Fund or Series, the
Custodian shall take all reasonable steps, and shall
35
cause any applicable Domestic Subcustodian or Foreign Subcustodian to take all
commercially reasonable steps to mitigate the effects of such event and to
avoid continuing harm to a Fund or Series. If the Custodian must seek Proper
Instructions from a Fund or Series in order either to take such commercially
reasonable steps itself or to take all reasonable steps to cause any
applicable Domestic Subcustodian or Foreign Subcustodian to take all
commercially reasonable steps and timely requests such Proper Instructions,
but the applicable Fund or Series does not provide such Proper Instructions,
the Custodian (both as to itself and with respect to any applicable
Subcustodian) shall have no further obligations under this Section 6.01(d).
(e) Advice of Counsel. The Custodian shall be entitled
to receive and act upon advice of counsel on all matters. The Custodian shall
be without liability for any action reasonably taken or omitted on good faith
pursuant to the advice of (i) counsel for the applicable Fund or Funds, or
(ii) at the expense of the Custodian, such other counsel as the Custodian may
choose; provided, however, with respect to the performance of any action or
omission of any action upon such advice, the Custodian shall be required to
conform to the standard of care set forth in Section 6.01(a).
(f) Liability for Past Records. Provided that the
Custodian has acted in conformity with the standard of care set forth in
subsection (a) of this Section 6.01, the Custodian shall have no liability in
respect of any loss, damage or expense suffered by a Fund, insofar as such
loss, damage or expense arises from the performance of the Custodian's duties
hereunder by reason of the Custodian's reliance upon records that were
maintained for such Fund by entities other than the Custodian's prior to the
Custodian's appointment as custodian for such Fund.
36
(g) Authorization to Take Action. Subject to the
provisions of this Agreement, each Fund or Series authorizes the Custodian to
take such actions as may be necessary to fulfill Custodian's duties and
obligations under this Agreement notwithstanding that Custodian or any of its
divisions or Affiliates may have a material interest in a transaction or
circumstances are such that Custodian may have a potential conflict of duty or
interest in connection with a transaction, including a conflict arising from
the fact that the Custodian or any of its Affiliates may provide brokerage
services to other customers, act as financial adviser to the issuer of
Property, act as a lender to the issuer of Property, act as agent for more
than one customer in the same transaction, have a material interest in the
issuance of Property, or earn profits from any of the activities set forth
above.
Section 6.02. Liability of Custodian for Actions of Other Persons.
(a) Domestic Subcustodians and Foreign Subcustodians.
The Custodian shall be liable for the actions or omissions of any Domestic
Subcustodian selected by the Custodian, or, subject to the provisions of Rule
17f-5 under the Investment Company Act and Foreign Custody Procedures and
Guidelines included in Schedule B, any Foreign Subcustodian to the same extent
as if such action or omission were performed by the Custodian itself. If a
Fund directs the Custodian to appoint a specific Domestic Subcustodian, the
Custodian shall, with respect to such Domestic Subcustodian, be responsible
only for losses arising from its own negligence, fraud, willful default,
willful misconduct or failure to act in good faith or exercise reasonable
care, diligence and prudence as a professional custodian. In the event of any
loss, damage or expense suffered or incurred by a Fund caused by or resulting
from the actions or omission of any Domestic Subcustodian or Foreign
Subcustodian for which the Custodian is
37
liable, the Custodian shall reimburse such Fund in the amount of any such
loss, damage or expense.
(b) Securities Systems. Notwithstanding the provisions
of Sections 6.01 and 6.02(a) to the contrary, the Custodian shall only be
liable to a Fund for any loss, damage or expense suffered or incurred by such
Fund resulting from the use by the Custodian or a Subcustodian of a Securities
System to the extent the Custodian or Subcustodian, as applicable, is able to
recover from the Securities System, unless such loss, damage or expense is
caused by, or results from, the Custodian's or Subcustodian's negligence,
fraud, willful default, willful misconduct or failure to act in good faith or
exercise reasonable care, diligence and prudence as a professional custodian
in its interactions with the Securities System; provided, however, that in the
event of any such loss, damage or expense, the Custodian shall, or cause its
Subcustodian to, take all commercially reasonable steps to enforce such rights
as it may have against the Securities System to protect the interest of the
Fund.
(c) Eligible Securities Depositories. With respect to
Eligible Securities Depositories, the Custodian shall be responsible only for
those duties and obligations set forth under Rule 17f-7 under the Investment
Company Act and in the Foreign Custody Procedures and Guidelines included in
Schedule B to this Agreement pursuant to the requirements of Rule 17f-7 under
the Investment Company Act. The Custodian shall act in good faith and shall
exercise reasonable care, diligence and prudence in carrying out its duties
and responsibilities with respect to Eligible Securities Depositories.
(d) Reimbursement of Expenses. Each Fund shall
reimburse the Custodian for all reasonable out-of-pocket expenses incurred by
the Custodian on behalf of such Fund in connection with the fulfillment of its
obligations under this Section 6.02; provided, however, that
38
such reimbursement shall not apply to expenses occasioned by or resulting from
the negligence, fraud, willful default or willful misconduct of the Custodian
or the failure of the Custodian to act in good faith or to exercise reasonable
care, diligence and prudence as a professional custodian.
Section 6.03. Indemnification.
(a) Indemnification Obligations. Subject to the limitation set
forth in this Agreement, each Fund or Series severally and not jointly agrees
to indemnify and hold harmless the Custodian and its nominees, directors,
officers, agents, and employees (collectively, the "Indemnitees") from all
loss, damage and expense (including reasonable attorneys' fees), including but
not limited to those arising out of claims of negligence made by third
parties, suffered or incurred by the Indemnitees arising out of or related to
actions taken by the Custodian on behalf of such Fund or Series in the
performance of its duties and obligations under this Agreement; provided,
however, that such indemnity shall not apply to any loss, damage and expense
arising out of or related to the negligence, fraud, willful default or willful
misconduct of any Indemnitee, to any consequential, special, or speculative
loss, damage or expense or to any loss, damage and expense arising out of or
related to any burglary, robbery, hold-up, theft or mysterious disappearance.
In addition, each Fund or Series agrees severally and not jointly to
indemnify any Person against any liability incurred by reason of taxes
assessed to such Person, or other loss, damage or expenses incurred by such
Person, resulting solely from the fact that securities and other Property of
such Fund or Series are registered in the name of such Person; provided,
however, that in no event shall such indemnification be applicable to income,
franchise of similar taxes that may be imposed or assessed against any Person.
39
(b) Notice of Litigation, Right to Prosecute, Etc. No
Fund or Series shall be liable for indemnification for losses or expenses
arising out of litigation against an Indemnitee under this Section 6.03 if
such Indemnitee shall have failed promptly to notify such Fund in writing of
the commencement of any litigation or proceeding brought against such
Indemnitee in respect of which indemnity may be sought under this Section 6.03
to the extent that such failure to notify shall have had a material adverse
affect on such Fund or Series. With respect to claims in such litigation or
proceedings for which indemnity by a Fund may be sought and subject to
applicable law and the ruling of any court of competent jurisdiction, such
Fund shall be entitled to participate in any such litigation or proceeding
and, after written notice from such Fund to any Indemnitee, such Fund may
assume the defense of such litigation or proceeding with counsel of its choice
at its own expense in respect of that portion of the litigation for which such
Fund may be subject to an indemnification obligation; provided, however, an
Indemnitee shall be entitled to participate in (but not control) at is own
cost and expense, the defense of any such litigation or proceeding if such
Fund has not acknowledged in writing its obligation to indemnify the
Indemnitee with respect to such litigation or proceeding. If such Fund is not
permitted to participate in or control such litigation or proceeding under
applicable law or by a ruling of a court of competent jurisdiction, such
Indemnitee shall reasonably prosecute such litigation or proceeding. An
Indemnitee shall not consent to the entry of any judgement or enter into any
settlement in any such litigation or proceeding without providing each
applicable Fund with adequate notice of any such settlement or judgement, and
without each such Fund's prior written consent, which consent shall not be
unreasonably withheld. All Indemnitees shall submit written evidence to each
applicable Fund with respect to any cost of expense for which they are seeking
indemnification in such form and detail as such Fund may reasonably request.
With request to
40
the Custodian, if a Fund has acknowledged in writing its obligation to
indemnify the Custodian, the Fund shall not settle for other than monetary
damages a claim that materially affects the Custodian without the Custodian's
prior written consent.
(c) Commencement of Litigation. The Custodian may not
commence any litigation on behalf of a Fund or Series except pursuant to
Proper Instructions or with the Applicable Fund's prior written consent.
Except where the Custodian is a necessary party to the litigation, a Fund or
Series shall not instruct the Custodian to commence litigation without the
Custodian's prior consent, which consent shall not be reasonably withheld.
Section 6.04. Fund's Right to Proceed. Notwithstanding anything to
the contrary contained herein, each Fund shall have, as its election upon
reasonable notice to the Custodian, the right to enforce, to the extent
permitted by any applicable agreement and applicable law, the Custodian's
rights against any Subcustodian, Securities System, Eligible Securities
Depository or other Person for loss, damage or expense caused such Fund by
such Subcustodian, Securities System, Eligible Securities Depository or other
Person, and shall be entitled to enforce the right of the Custodian with
respect to any claim against such Subcustodian, Securities System, Eligible
Securities Depository or other Person, which the Custodian may have as a
consequence of any such loss, damage or expense, if and to the extent that
such Fund has not been made whole for any such loss or damage. If the
Custodian makes such Fund whole for any such loss or damage, the Custodian
shall retain the ability to enforce its rights directly against such
Subcustodian, Securities System or other Person and the Fund shall provide the
Custodian with reasonable cooperation in respect of such enforcement. Upon
such Fund's election to enforce any rights of the Custodian under this Section
6.04, such Fund shall reasonably prosecute all actions and proceedings
directly relating to the rights of the Custodian in respect of the loss,
41
damage or expense incurred by such Fund; provided that, so long as such Fund
has acknowledged in writing its obligation to indemnify the Custodian under
Section 6.03 hereof with respect to such claim, such Fund shall retain the
right to settle, compromise and/or terminate any action or proceeding in
respect of the loss, damage or expense incurred by such Fund without the
Custodian's consent, provided further, that if such Fund has not made an
acknowledgment of its obligation to indemnify, such Fund shall not settle,
compromise or terminate any such action or proceeding without the written
consent of the Custodian, which consent shall not be reasonably withheld or
delayed. The Custodian agrees to cooperate with each Fund and take all actions
reasonably requested by such Fund in connection with such Fund's enforcement
of any rights of the Custodian. Each Fund agrees to reimburse the Custodian
for all reasonable out-of-pocket expenses incurred by the Custodian on behalf
of such Fund in connection with the fulfillment of its obligations under this
Section 6.04; provided, however, that such reimbursement shall not apply to
expenses occasioned by or resulting from the negligence, fraud, willful
default or willful misconduct of the Custodian. Each Fund agrees that it shall
not settle for other than monetary damages a claim that materially affects the
Custodian without the Custodian's prior written consent.
ARTICLE VII.
COMPENSATION
Each Fund shall compensate the Custodian in an amount, and at such
times, as may be agreed upon in writing, from time to time, by the Custodian
and such Fund.
42
ARTICLE VIII.
TERMINATION
Section 8.01. Termination of Agreement as to One or More Funds. With
respect to each Fund, this Agreement shall continue in full force and effect
until the first to occur of: (i) termination by the Custodian by an instrument
in writing delivered or mailed to such Fund, such termination to take effect
not sooner that sixty (60) days after the date of such delivery; (ii)
termination by such Fund by an instrument in writing delivered or mailed to
the Custodian, such termination to take effect not sooner than sixty (60) days
after the date of such delivery; or (iii) termination by such Fund by written
notice delivered to the Custodian, based upon such Fund's determination that
there is a reasonable basis to conclude that the Custodian is insolvent or
that the financial condition of the Custodian is deteriorating in any material
respect, in which case termination shall take effect upon the Custodian's
receipt of such notice or at such later time as such Fund shall designate. In
the event of termination pursuant to this Section 8.01 by any Fund, each
Terminating Fund shall make payment of all accrued fees and unreimbursed
expenses with respect to such Terminating Fund within a reasonable time
following termination and delivery of a statement to the Terminating Fund
setting forth such fees and expenses. In the event of a termination by a Fund
or the Custodian, each Fund shall identify in any notice of termination or in
a subsequent writing, a successor custodian or custodians to which the
Property of the Terminating Fund shall, upon termination of the Agreement with
respect to such Terminating Fund, be delivered. In the event that securities
and other assets of such Terminating Fund remain in the possession of the
Custodian after the date of termination hereof with respect to such
Terminating Fund owing to failure of the Terminating Fund to appoint a
successor custodian (i) the Custodian shall be entitled to compensation for
its services in accordance with the fee schedule most recently in effect, for
such period as the Custodian retains possession of such
43
securities and other assets, and the provisions of this Agreement relating to
the duties and obligations of the Custodian and the Terminating Fund shall
remain in full force and effect and (ii) the Custodian may (but shall be under
no obligation to), upon 30 day's written notice to the Terminating Fund
appoint a successor custodian provided that such successor custodian is
eligible to hold the Terminating Fund's assets and the Terminating Fund shall
not have objected to such appointment. In the event of the appointment of a
successor custodian, it is agreed that the Property owned by a Terminating
Fund and held by the Custodian, any Subcustodian or nominee shall be delivered
to the successor custodian; and the Custodian agrees to cooperate with such
Terminating Fund in the execution of documents and performance of other
actions necessary or desirable in order to substitute the successor custodian
for the Custodian under this Agreement. Upon the transfer of the assets of a
Terminating Fund to a successor custodian, the Custodian may deduct from such
assets prior to the transfer an amount equal to the sum of any unpaid fees or
expenses to which the Custodian is entitled by reason of its services as
Custodian.
Section 8.02. Termination as to One or More Series. This Agreement
may be terminated as to one or more Series of a Fund (but less than all
Series) by delivery of an amended Schedule A deleting such Series pursuant to
Section 9.06 hereof, in which case termination as to such deleted Series shall
take effect thirty (30) days after the date of such delivery. The execution
and delivery of an amended Schedule A which deletes one or more Series shall
constitute a termination of the Agreement only with respect to such deleted
Series, shall be governed by the preceding provisions of Section 8.01 as to
the identification of a successor custodian and the delivery of Property of
the Series so deleted, and shall not affect the obligations of the Custodian
and any Fund hereunder with respect to the other Series set forth in Schedule
A, as amended from time to time.
44
ARTICLE IX.
MISCELLANEOUS
Section 9.01. Execution of Documents, Etc.
(a) Actions by each Fund. Upon request, each Fund shall
execute and deliver to the Custodian such proxies, powers of attorney or other
instruments as may be reasonable and necessary or desirable in connection with
the performance by the Custodian or any Subcustodian of their respective
obligations to such Fund under this Agreement or any applicable Subcustodian
agreement with respect to such Fund, provided that the exercise by the
Custodian or any Subcustodian of any such rights shall in all events be in
compliance with the terms of this Agreement.
(b) Actions by Custodian. Upon receipt of Proper
Instructions, the Custodian shall execute and deliver to each applicable Fund
or to such other parties as such Fund(s) may designate in such Proper
Instructions, all such documents, instruments or agreements as may be
reasonable and necessary or desirable in order to effectuate any of the
transactions contemplated hereby.
Section 9.02. Representative Capacity; Nonrecourse Obligations. A
copy of the articles of incorporation, declaration of trust, certificate of
trust or other organizational document of each Fund is on file with the
secretary of the state of the Fund's formation, and notice is hereby given
that this Agreement is not executed on behalf of the directors or trustees of
any Fund as individuals, and the obligations of the Agreement are not binding
upon any of the directors, trustees, officers, shareholders or partners of any
Fund individually, but are binding only upon the Property of each Fund or
Series. The Custodian agrees that no shareholder, director, trustee,
45
officer or partner of any Fund may be held liable or responsible for any
obligations of any Fund arising out of this Agreement.
Section 9.03. Several Obligations of the Funds and the Series. With
respect to any obligations of a Fund on its own behalf or on behalf of any of
its Series arising out of this Agreement, including, without limitation, the
obligations arising under Sections 3.28, 6.03, 6.04 and Article VII hereof,
the Custodian shall look for payment of satisfaction of any obligation solely
to the assets and property of the applicable Fund or Series to which such
obligation relates as though each Fund had separately contracted with the
Custodian by separate written instrument on its own behalf and with respect to
each of its Series.
Section 9.04. Representations and Warranties.
(a) Representations and Warranties of each Fund. Each
Fund hereby severally and not jointly represents and warrants that each of the
following shall be true, correct and complete with respect to each Fund at all
times during the term of the Agreement: (i) the Fund is duly organized under
the laws of its jurisdiction of organization and is registered as an open-end
management investment company or closed-end management investment company, as
the case may be, under the Investment Company Act, and (ii) the execution,
delivery and performance by the Fund of the Agreement are (1) within its
power, (2) have been duly authorized by all necessary action, and (3) will not
(a) contribute to or result in a breach of or default under or conflict with
any existing law, order, regulation or ruling of any governmental or
regulatory agency or authority, or (b) violate any provision of a Fund's
articles of incorporation, declaration of trust or other organizational
document, or bylaws, or any amendment thereof or any provision of its most
recent Prospectus or, if any, Statement of Additional Information.
46
(b) Representations and Warranties of the Custodian.
The Custodian hereby represents and warrants to each Fund that each of the
following shall be true, correct and complete at all times during the term of
this Agreement: (i) the Custodian is duly organized under the laws of its
jurisdiction of organization and qualifies to act as a Custodian and Foreign
Custody Manager to open-end management investment companies or closed-end
investment companies, as the case may be, under the provisions of the
Investment Company Act; and (ii) the execution, delivery and performance by
the Custodian of this Agreement are (1) within its power, (2) have been duly
authorized by all necessary action, and (3) will not (a) contribute to or
result in a breach of or default under or conflict with any existing law,
order, regulation or ruling of any governmental or regulatory agency or
authority, or (b) violate any provision of the Custodian's corporate charter,
or other organizations document, or bylaws, or any amendment thereof.
Section 9.05. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of each Fund, on the one hand, and the Custodian,
on the other, with respect to the subject matter hereof and, accordingly,
supersedes as of the effective date of the Agreement any custodian agreement
heretofore in effect between each Fund and the Custodian.
Section 9.06. Waivers and Amendments. No provisions of the Agreement
may be waived, amended or terminated except by a statement in writing signed
by the party against which enforcement of such waiver, amendment or
termination is sought; provided, however: (i) Schedule A listing each Fund and
each Series for which the Custodian serves as custodian may be amended from
time to time to add one or more Funds or one or more Series of one or more
Funds, by each applicable Fund's execution and delivery to the Custodian of an
amended Schedule A, and the execution of such amended Schedule A by the
Custodian, in which case
47
such amendment shall take effect immediately upon execution by the Custodian.
Schedule A may also be amended from time to time to delete one or more Funds
or one or more Series (but less than all of the Series) of one or more Funds,
by each applicable Fund's execution and delivery to the Custodian of an
amended Schedule A, in which case such amendment shall take effect thirty (30)
days after such delivery, unless otherwise agreed by the Custodian and each
applicable Fund in writing; (ii) Schedule B setting forth the Foreign Custody
Procedures and Guidelines may be amended only by an instrument in writing
executed by each applicable Fund and the Custodian; (iii) Schedule C setting
forth the Custodian's duties and obligations with respect to tax services may
be amended only by an instrument in writing executed by each applicable Fund
and the Custodian; (iv) Schedule D setting forth the Custodian's duties and
obligations with respect to proxy services may be amended only by and
instrument in writing executed by each applicable Fund and the Custodian; (v)
Schedule E relating to claims may be amended only by an instrument in writing
executed by each applicable Fund and the Custodian; and (vi) Schedule F
setting forth the foreign subcustodian bank network used by each Fund or
Series may be amended by the Custodian at any time upon prompt written notice
to each applicable Fund.
Section 9.07. Interpretation. In connection with the operation of the
Agreement, the Custodian and any Fund may agree from time to time on such
provisions interpretative of or in addition to the provisions of this
Agreement with respect to such Fund as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretative
or additional provisions shall be in a writing signed by both parties and
shall be annexed hereto, provided that no such interpretative or additional
provisions shall contravene any applicable federal or state regulations or any
provision of the articles of incorporation or analogous
48
governing document of the Fund. No interpretative or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment
of this Agreement or affect any other Fund.
Section 9.08. Captions. Headings contained in the Agreement, which
are included as convenient references only, shall have no bearing upon the
interpretation of the terms of the Agreement or the obligations of the parties
hereto.
Section 9.09. Governing Law. Insofar as any question or dispute may
arise in connection with the Agreement, the provisions of the Agreement shall
be construed in accordance with and be governed by the laws of the State of
New York without reference to the conflict of laws provisions of the State of
New York.
Section 9.10. Notices. Except in the case of Proper Instructions,
notices and other writings contemplated by the Agreement shall be delivered by
hand or by facsimile transmission (provided that in the case of delivery by
facsimile transmission, notice shall also be mailed postage prepaid) to the
parties at the following addresses:
1. If to any Fund:
2. If to the Custodian:
JPMorgan Chase Bank
4 Chase MetroTech Center - 18th Floor
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Or to such other address as a Fund or the Custodian may have designated in
writing to the other.
49
Section 9.11. Assignment. This Agreement shall be binding on and
shall inure to the benefit of each Fund severally and the Custodian the their
respective successors and assigns, provided that, subject to the provisions of
Section 8.01 hereof, neither the Custodian nor any Fund may assign this
Agreement or any of its rights or obligations hereunder without the prior
written consent of the other party.
Section 9.12. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original. With
respect to each Fund, this Agreement shall become effective when an amended
Schedule A including the Fund has been signed and delivered by such Fund to
the Custodian.
Section 9.13. Confidentiality; Survival of Obligations. The parties
hereto agree that each shall treat confidentially the terms and conditions of
the Agreement and all information provided by each party for the other
regarding its business and operations. All confidential information provided
by a party hereto, including non-public personal information within the
meaning of Commission Regulation S-P, shall be used by any other party hereto
solely for the purpose of rendering services pursuant to this Agreement and,
except as may be required in carrying out this Agreement, shall not be
disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is
publicly available when provided or thereafter becomes publicly available
other than through a breach of this Agreement, or that is required to be
disclosed by any bank examiner or the Custodian or any Subcustodian, any
auditor of the parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation. The provisions of this Section 9.13
and Sections 9.01, 9.02, 9.03, 9.09, 3.27, 4.01(a), 4.04, 8.01, Article VI and
Article VII hereof, and any other rights or
50
obligations incurred or accrued by any party hereto prior to termination of
the Agreement shall survive and termination of the Agreement.
Section 9.14. Shareholder Communications. Rule 14b-2 under the
Securities Exchange Act of 1934, as amended, requires banks that hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Custodian needs each Fund to indicate whether the Fund
authorizes the Custodian to provide the Fund's name, address, and share
position to requesting companies whose stock the Fund owns. If a Fund tells
the Custodian "no," the Custodian will not provide this information to
requesting companies. If the Fund tells the Custodian "yes" or does not check
either "yes" or "no" below, the Custodian is required by the rule to treat the
Fund as consenting to disclosure of this information for all securities owned
by the Fund or any Fund as consenting by the Fund. Please indicate below
whether the Funds consent or object by checking one of the alternatives below
YES [ ] The Custodian is authorized to release each Fund's name,
address, and share positions.
NO [ ] The Custodian is not authorized to release each Fund's name,
address, and share positions.
- SIGNATURES FOLLOW -
51
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed in its name on its behalf on the day and year first above written.
Each of the Investment Companies Listed on JPMorgan Chase Bank
Schedule A Attached Hereto
By: By:
--------------------- ---------------------
Name: Name:
------------------- -------------------
Title: Title:
------------------ ------------------
Date: Date:
------------------- -------------------
52
SCHEDULE A
JPMORGAN CHASE BANK
A-1
SCHEDULE B
FOREIGN CUSTODY PROCEDURES AND GUIDELINES
The Custodian will serve as the Foreign Custody Manager in the
countries listed in Schedule F hereto for the Funds listed on Schedule A to
this Agreement pursuant to the terms and provisions of the Agreement and Part
I of these procedures and guidelines. As Foreign Custody Manager, the
Custodian shall be responsible for managing each Fund's foreign custody
arrangements pursuant to the requirements of Rule 17f-5 under the Investment
Company Act. The Custodian also shall serve as each Fund's Primary Custodian
as defined in and pursuant to the requirements of Rule 17f-7 under the
Investment Company Act. As Primary Custodian, the Custodian shall perform the
duties and obligations set forth in Rule 17f-7 and in Part II of these
guidelines and procedures.
I. RULE 17f-5: FOREIGN CUSTODY MANAGER
1. In selecting an Eligible Foreign Custodian (as that term is defined
in Rule 17f-5(a)(1)), the Foreign Custody Manager shall determine
that each Fund's Foreign Assets (as defined in Rule 17f-5(a)(2))
shall be subject to reasonable care by the Eligible Foreign Custodian
considering all factors relevant to the safekeeping of such Foreign
Assets, including, without limitation those factors set forth in Rule
17f-5(c)(1)(i)-(iv) under the Investment Company Act, with reference
to standards of international banks and trust companies holding
assets for institutional clients in the relevant market and if there
are no such international banks with reference to the principal
custodians in the relevant market that act as subcustodians for
custodians for U.S. mutual funds.
2. Each agreement between the Foreign Custody Manager and each Foreign
Subcustodian shall meet the requirements of Rule 17f-5(c)(2) under
the Investment Company Act and will include, at a minimum, the
contractual provisions set forth in Rule 17f-5(c)(2)(i) or (ii).
3. The Foreign Custody Manager shall establish a system for monitoring
the appropriateness of maintaining a Fund's Foreign Assets with a
particular Eligible Foreign Custodian and to monitor the performance
of the agreement between the Foreign Custody Manager and each
Eligible Foreign Custodian; it being understood, however, that in the
event that the Foreign Custody Manager shall have determined that the
existing Eligible Foreign Custodian in a given country would no
longer afford Foreign Assets reasonable care, based on the standards
applicable to custodians in the relevant market, and that no other
Eligible Foreign Custodian in that country would afford reasonable
care, the Foreign Custody Manager shall promptly so advise each Fund
and shall then act in accordance with Proper Instructions with
respect to the disposition of the affected Foreign Assets.
4. The Foreign Custody Manager shall notify the Fund's investment
adviser in writing as soon as reasonably possible of any material
changes in the Fund's foreign custody arrangements.
B-1
5. The Foreign Custody Manager shall provide the Board with written
quarterly reports regarding a Fund's foreign custody arrangements for
use at its quarterly Board meetings or at such times as the Board
deems reasonable and appropriate based on the circumstances of the
Fund's foreign custody arrangement, which reports, among other
things:
(i) notify the Board of the placement of a Fund's Foreign Assets
with a particular Eligible Foreign Custodian; and
(ii) summarize for the Board the material changes in the Fund's
foreign custody arrangements that occurred during the prior
quarter.
6. The Foreign Custody Manager shall, upon request of the Board, make
itself available to report to a Fund's Board in person at its
quarterly Board meetings, or at such other times as the Board may
from time to time require.
7. The Foreign Custody Manager shall agree to and shall provide the
Fund's investment adviser on a regular basis with the country
materials it provides to clients. Each Fund acknowledges that the
information contained in these materials is for information purposes
only and does not constitute investment advice.
8. In performing its delegated duties and obligations to the Fund, the
Foreign Custody Manager agrees to exercise the reasonable care,
prudence and diligence of a New York bank having responsibility for
the safekeeping of Foreign Assets.
II. RULE 17f-7: PRIMARY CUSTODIAN
1. The Custodian shall provide each Fund with an initial analysis of the
custody risks associated with maintaining Foreign Assets in each
Eligible Securities Depository (as that term is defined in Rule
17f-7(b)(1)) that may be used to hold a Fund's Foreign Assets in each
country in the Custodian's foreign custody network. Each such
analysis shall include the information necessary to allow a Fund or
its adviser to determine that each depository qualifies as an
Eligible Securities Depository. This analysis can generally cover the
depository's expertise and market reputation, quality of services,
financial strength, insurance or indemnification arrangements, extent
and quality of regulation, independent examination of the depository,
ratings, internal controls and related procedures, and related legal
protections.
2. The Custodian shall promptly provide each Fund with an initial
analysis of the custody risks associated with maintaining Foreign
Assets in each Eligible Securities Depository in each new country
added to the Custodian's foreign custody network.
3. The Custodian shall monitor on a continuing basis the custody risks
associated with maintaining a Fund's Foreign Assets with each
Eligible Securities Depository used by each Fund and promptly notify
such Fund or its investment adviser of any material change to those
custody risks.
4. The Custodian shall exercise reasonable care, diligence and prudence
in performing its duties as each Fund's Primary Custodian.
B-2
5. In addition to the Custodian's obligations set forth in paragraph 3
of this Part II, the Custodian shall annually review the condition of
each Eligible Securities Depository used by a Fund and provide each
Fund's adviser with written confirmation that there have been no
material changes in the custody risks associated with using each such
Eligible Securities Depository.
B-3
SCHEDULE C
TAXES
1. (a) Custodian shall apply for a reduction of withholding tax and
any refund of any tax paid or credits that apply in each applicable
market in which a Fund invests in respect of income payments on
Property for the Fund's benefit that Custodian believes may be
available to a Fund. The Custodian shall promptly file any
certificates or other affidavits for the refund or reclaim of foreign
taxes paid, and otherwise use all lawful available measures
customarily used to minimize the imposition of foreign taxes at the
source. To the extent that the Custodian becomes aware of any changes
to law, interpretative rulings or procedures regarding tax reclaims
or alternative means of minimizing foreign taxes, Custodian will
promptly notify each applicable Fund or Series of such developments.
(b) The provision of tax reclaim services by the Custodian is
contingent upon the Custodian receiving from a Fund (i) a declaration
of the Fund's identity and place of residence and (ii) such other
documentation or information as may be required by the jurisdiction
in which the services are being provided. Each Fund acknowledges that
if the Custodian does no receive such declarations, documentation,
and information from a Fund, the Custodian will not be able to
provide tax reclaim services to such Fund.
(c) The Custodian shall perform tax reclaim services with
respect to taxation levied by the revenue authorities of the
countries in which the Custodian provides global custody services.
Except as expressly provided herein, the Custodian shall have no
responsibility with respect to any Fund's tax position or status in
any jurisdiction.
(d) Each Fund confirms that the Custodian is authorized to
disclose to any lawful revenue authority or governmental body any
information requested by such entity in relation to a Fund or the
Property held by a Fund.
(e) Tax reclaim services may be provided by the Custodian or, in
whole or in part, by any third party appointed by the Custodian
(which may be an affiliate of the Custodian); provided that the
Custodian shall be liable for the performance of any such third party
to the same extent as if the Custodian had itself performed the
services.
2. (a) The Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Fund of the Custodian
as custodian of the Fund by the tax law of the United States of
America or any state or political subdivision thereof. It shall be
the responsibility of the Fund to notify the Custodian of the
obligations imposed on the Fund of the Custodian as custodian of the
Fund by the tax law of jurisdictions other than those mentioned in
the above sentence, including responsibility for withholding and
other taxes, assessments or other governmental charges,
certifications and governmental reporting.
C-1
(b) Each Fund confirms that the Custodian is authorized to
deduct from any cash received or credited to an Account any taxes or
levies required by any lawful revenue or governmental authority with
respect to such Account. Each Fund certifies that it is a resident
of the United Custodian may rely upon this certification or the
certification of such other facts as may be required to administer
the Custodian's obligations under this Agreement. Each Fund shall
provide Custodian with such other documentation and information as
Custodian may reasonably request in connection with its provision of
services under this Schedule C. Each Fund, severally and not
jointly, shall indemnify the Custodian against all losses, liability,
claims or demands arising from such certifications or from
Custodian's reliance on other documentation and information provided
by the Fund.
(c) Each Fund shall be responsible for the payment of all taxes,
including interest and penalties, relating to Property in Account
except as specifically limited by section 2(d). The Custodian shall
not be liable to a Fund or any third party for any taxes, fines, or
penalties payable by the Custodian or a Fund or a that result from
(i) the inaccurate completion of documents by a Fund or any third
party; (ii) provision to the Custodian or a third party; (iii) the
withholding of material information by a Fund or any third party; or
(iv) as a result of any delay by any revenue authority or any other
cause beyond the Custodian's control.
(d) Each Fund agrees to pay, and to indemnify and hold the
Custodian harmless from and against, all liabilities, penalties,
interest or additions to tax with respect to or resulting from any
delay in or failure by the Custodian (i) to pay, withhold or report
any U.S. federal, state, or local taxes, or foreign taxes imposed on
or (ii) to report interest, dividend, or other income paid or
credited to an Account, where such delay or failure by the Custodian
to pay, withhold, or report tax or income is the result of a Fund's
failure to comply with the terms of this Agreement, including this
Schedule C, or the result of any third party's inaccurate completion
of documents on behalf of a Fund. No Fund shall be liable to the
Custodian for any penalty or additions to tax due as a result of the
Custodian's delay or failure to pay or withhold tax or to report
interest, dividend or other income paid or credited to an Account
solely as a result of the Custodian's negligent acts or omissions.
C-2
SCHEDULE D
PROXY SERVICES
The Custodian shall provide proxy services in accordance with the terms set
forth below. Proxy services may be provided by the Custodian or, in whole or
in part, by a Subcustodian or nominee appointed by the Custodian.
1. Proxy services include, but are not limited to notices by the
Custodian to a Fund or Series of the dates of pending shareholder
meetings, resolutions to be voted upon, and the required return dates
as may be received by the Custodian or provided to the Custodian by
its Subcustodian.
2. The Custodian shall promptly deliver or mail to Proxy Monitor, or
such other proxy vendor as may be appointed from time to time by a
Fund, all forms of proxies and all notices of meetings and any other
notices or announcements or related proxy materials affecting or
relating to securities owned by such Fund that are actually received
by the Custodian. For purposes of the Schedule D, related proxy
materials shall include, but not be limited to, annual reports,
explanatory material concerning resolutions, management
recommendations, or other relevant materials.
3. Neither the Custodian nor any Subcustodian or nominee shall vote upon
any of such securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto.
4. In providing proxy services hereunder, the Custodian shall be acting
solely as the agent of a Fund and shall not exercise any discretion
with regard to such proxy services.
5. Each Fund or Series will promptly notify the Custodian of any change
in or addition to the proxy vendor[s] used by such Fund or Series.
Such notice shall provide Custodian with such information as may be
required to allow the Custodian to carry out its duties under
paragraph 2 above.
D-1
SCHEDULE E
SUBJECT COVERED UNDER SECTION 3.30:
Third party foreign exchange
Late/complete trade/corporate action instructions
Counterparty errors
THRESHOLD:
The Fund and the Custodian will jointly pursue claims exceeding $2,500.
NOTE:
Claims must be made within 90 business days of the event, or within such other
period as may be mutually agreed upon from time to time by the Custodian and
the Fund. Claims not covered shall be made within such period as may be
mutually agreed upon from time to time by the Custodian and the Fund.
E-1
SCHEDULE F
JPMORGAN CHASE BANK
GLOBAL CUSTODY NETWORK SUBCUSTODIANS
ARGENTINA JPMorgan Chase Argentina
AUSTRALIA The Chase Manhattan Bank Australia Limited, Sydney
AUSTRIA Bank Austria AG
BAHRAIN The British Bank of the Middle East, Manama
BANGLADESH Standard Chartered Bank
BELGIUM Generale Bank, Brussels
BERMUDA The Bank of Bermuda, Xxxxxxxx
BOTSWANA Barclays Bank of Botswana, Ltd. Gaborone
BRAZIL Citibank, N.A.
BULGARIA ING Bank, Sofia
CANADA Royal Bank of Canada, Toronto
Canadian Imperial Bank of Commerce
CHILE Citibank N.A.
CHINA Hong Kong Shanghai Banking Corporation, Ltd., Hong Kong
COLOMBIA Cititrust Colombia S.A, Sociedad Fiduciaria Santafe de Bogota
CROATIA Privredna Banka Zagreb, d.d.
CZECH REPUBLIC Ceskoslovenska Obchodni Banka, A.S., Praha
DENMARK Danske Bank Aktieselskab
ECUADOR Citibank, Quito
EGYPT National Bank of Egypt, Cairo
FINLAND Nordea AB
FRANCE BNP Paribas S.A.
GERMANY Dresdner Bank AG
GHANA Barclays Bank of Ghana, Ltd., Accra
GREECE HSBC Greece
HONG KONG Hong Kong Shanghai Banking Corp. Ltd.
HUNGARY Citibank Budapest RT, Budapest
INDIA Hong Kong Shanghai Banking Corporation, Ltd.
X-0
XXXXXXX Xxxxxxxxxxxx - XXX
XXXXXXXXX Xxxx Xxxx Shanghai Banking Corporation, Ltd., Jakarta
IRELAND Bank of Ireland, Xxxxxx
XXXXXX Xxxx Xxxxx Xx - Xxxxxx X.X., Xxx Xxxx
XXXXX BNP Paribas Securities Services, S.A.
IVORY COAST Societe Generale De Banque En Cote D'Ivoire, Paris
JAPAN Fuji Bank, Ltd. Tokyo
The Bank of Tokyo-Mitsubishi, Limited
KAZAKHSTAN ABN_AMRO Bank Kazakhstan
KENYA Barclays Bank of Kenya, Ltd., Nairobi
LATVIA A/S Hansabank
LEBANON The British Bank of the Middle East, Ras-Beirut
LUXEMBOURG Banque Generale Du Luxembourg, S.A.
MALAYSIA The Chase Manhattan Bank Berhad, Kuala Lumpur
MAURITIUS Hong Kong Shanghai Banking Corporation, Ltd.
MEXICO The Chase Manhattan Xxxx Xxxxxx, S.A.
MOROCCO Banque Commerciale Du Maroc
NAMIBIA Standard Bank Namibia Ltd., Windhoek
NETHERLANDS ABN_AMRO Bank
NEW ZEALAND National Nominees Limited, Auckland
NORWAY Den Norske Bank, Oslo
OMAN The British Bank of the Middle East, Ruwi
PAKISTAN Xxxxxxxx, Xxxxxxx
Xxxxxxxx Xxxx, X.X. Xxxxxxx
XXXX Citibank, Lima
PHILIPPINES Hong Kong & Shanghai Banking Corporation, Ltd.
POLAND Bank Handlowy W Warzawie, S.A., Warsaw
PORTUGAL Banco Espirito Santo E Commercial de Lisboa, Lisbon
ROMANIA ABN-AMRO Bank (Romania) S.A., Bucharest
ING Bank, Bucharest
RUSSIA The Chase Manhattan Bank International ("CMBI"), Moscow
SINGAPORE Standard Chartered Bank
SLOVAK REPUBLIC Ceskoslovenska Obchodni Banka, A.S., Bratislava
F-2
SLOVENIA Bank Austria Creditanstalt c.c. Ljubljana
SOUTH AFRICA Standard Bank of South Africa Limited, Johannesburg
SOUTH KOREA Hong Kong & Shanghai Banking Corporation, Ltd., Seoul
SPAIN The Chase Manhattan Bank, Madrid
SRI LANKA Hong Kong & Shanghai Banking Corporation, Ltd., Colombo
SWAZILAND Stanbic Bank Swaziland Ltd., Mbabane
SWEDEN Skandinaviska Enskilda Banken, Stockholm
SWITZERLAND UBS A.G.
TAIWAN The Chase Manhattan Bank, Taipei
THAILAND Standard Chartered Bank (SCB)
TUNISIA Banque Internationale Arabe de Tunisie
TURKEY The Chase Manhattan Bank, Istanbul
UNITED ARAB EMIRATES HSBC Bank Middle East
UNITED KINGDOM The Chase Manhattan Bank, London
URUGUAY BankBoston, Montevideo
VENEZUELA Citibank, Caracas
VIETNAM Hong Kong and Shanghai Banking Corporation
ZAMBIA Barclays Bank of Zambia, Ltd., Lusaka
ZIMBABWE Barclays Bank of Zimbabwe Ltd., Harare
F-3
SCHEDULE G
JPMORGAN CHASE BANK
GLOBAL CUSTODY NETWORK DEPOSITORIES
ARGENTINA Caja de Valores
AUSTRALIA Austraclear Limited
Clearing House Electronic Sub-register System (CHESS)
The Reserve Bank Information and Transfer System (RITS)
AUSTRIA Oesterreichische Kontrollbank Aktiengesellschaft (OeKB)
BELGIUM Caisse Interprofessionnelle de Depots et de Virements de Tires (CIK)
Banque Nationale de Belgique
BRAZIL Bolsa de Valores de Sao Paolo (BOLVESPA)
BULGARIA Bulgarian Central Depository A.D.
CANADA Canadian Depository for Securities (CDS)
CHILE Deposito Central de Valores SA (DCV)
CHINA China Securities Depository and Clearing Co. Ltd.
CZECH REPUBLIC Securities Center (SCP)
Trh Krakodonch Dlluhopsu (TKD)
DENMARK Vaerdipapircentralen (VP Center)
EGYPT Misr Clearing & Securities Department
EUROMARKET Cedel
Euroclear
FINLAND Pankkitarkastus Virasto ("Securities Associantion") (CSR)
Helsinki Money Market Center Ltd.
FRANCE Euroclear France
Banque de France - SATURNE
GERMANY Deutscher Kassenverein A.G. (KV)
GREECE Apotherio Titlon, A.E.
Bank of Greece
HONG KONG Central Clearing and Settlement System (CCASS)
HUNGARY Keler, Ltd.
INDONESIA PT Kliring Sentral Efek Indonesia (KSEI)
IRELAND CREST
Gilt Settlement Office (GSO)
ISRAEL Tel Aviv Stock Exchange Clearing House (TASE) Clearing House
X-0
XXXXX Xxxxx Xxxxxx (XX)
JAPAN JASDEC
LATVIA Latvian Central Depository (LCD)
LUXEMBOURG Cedel
MALAYSIA Malaysian Central Depository Sdn Bhn (MCD)
MAURITIUS Central Depository System (CDS)
MEXICO Instituto para el Deposito de Valroes (INDEVAL)
MOROCCO Maroclear
Bank Al'Maghrib
NETHERLANDS De Nederlandsche Bank N.V.
Nederlands Centraal Instituut voor Girall Effectenverkeer BV (NIEC)
NECIGEF/KAS Associatie NV
NEW ZEALAND Austraclear New Zealand
NORWAY Verdipapiresentralen (VPS)
PAKISTAN Central Depository Company of Pakistan Ltd. (CDC)
POLAND National Deposit of Securities (NDS)
Central Registry of Treasury-Bills (CRT)
PORTUGAL Interbolsa
ROMANIA National Company for Clearing, Settlement and Depository for Securities (SNCDD)
(RASDAQ)
Budapest Stock Exchange Registry
National Bank of Romania
RUSSIA Moscow Interbank Currency Exchange (MICEX)
SINGAPORE Central Depository Ptc. Ltd. (CDP)
Monetary Authority of Singapore
SLOVAK REPUBLIC Stredicko Cennych Papiro (SCP)
National Bank of Slovakia
SOUTH AFRICA Central Depository Ltd. (CD)
SOUTH KOREA Korean Securities Depository (KSD)
SPAIN Sevicio de Compensacion y Liquidacion de Valores (SCLV) Central Book Entry
Office (CBEO)
SRI LANKA Central Depository System (private) Ltd. - CDS (PVT) Ltd.
SWEDEN Vardepapperscentralen (VPC)
SWITZERLAND Schweizerische Effekten-Giro (SEGA)
TAIWAN Taiwan Securities Central Depository Co., Ltd. (TSCD)
X-0
XXXXXXXX Xxxxxxxx Securities Depository Company Ltd. (TSDC)
TUNISIA STICODEVAM
Ministry of Finance
Central Bank of Tunisia
TURKEY Takas Bank
Central Bank of Turkey
UNITED KINGDOM The Central Gilts Office (CGO)
The Central Moneymarkets Office (CMO)
CREST
ZAMBIA XxXX Central Shares Depository Ltd. (XxXX)
G-3
